EX-99.H1
ADMINISTRATION AGREEMENT
This Administration Agreement is made as of September 1, 1998 by and
between Xxxxxx Associates LLC ("HA"), and Xxxxxx Series Trust, a Delaware
business trust (the "Trust").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain HA to render certain administrative
services to Xxxxxx Money Market Fund (the "Fund"), the sole series of the Trust,
and HA is willing to render such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints HA to act as administrator of
the Trust on the terms set forth in this Agreement. HA accepts such appointment
and agrees to render the services herein set forth for the compensation provided
for in Schedule A, annexed hereto and incorporated herein.
2. Delivery of Documents. The Trust has furnished HA with copies properly
certified or authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing the
appointment of HA to provide certain administrative services to the Fund and
approving this Agreement;
(b) The Trust's Certificate of Trust filed with the Secretary of the
State of Delaware on July 7, 1998, the Trust's Declaration of Trust and all
amendments thereto (the "Declaration of Trust");
(c) The Trust's By-Laws and all amendments thereto (the "By-Laws");
(d) The Third Party Feeder Fund Agreement between Master Investment
Portfolio and the Trust dated as of September 1, 1998;
(e) The Custody Agreement between Investors Bank & Trust Company (the
"IBTC") and the Trust dated September 1, 1998;
(f) The Transfer Agency and Service Agreement between IBTC and the
Trust dated as of September 1, 1998;
(g) The Sub-Administration Agreement between IBTC and the Trust dated
as of September 1, 1998;
(h) The Distribution Agreement between Xxxxxx Services LLC and the
Trust dated September 1, 1998; and
(i) The Trust's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (as filed with the Securities and Exchange Commission ("SEC") on July 16,
1998, relating to the Trust's shares of beneficial ownership, $.001 par value
per share, representing interests in the Fund and all amendments thereto.
The Trust will furnish HA from time to time with copies, properly certified
or authenticated, of all amendments of or supplements to the foregoing, as well
as copies of all prospecuses and statements of additional information of the
Fund and all amendments and supplements thereto (together, the "Prospectus").
Furthermore, the Trust will provide HA with any other documents that HA may
reasonably request and will notify HA as soon as possible of any matter
materially affecting the performance by HA of its services under this Agreement.
3. Duties as Administrator. Subject to the supervision and direction of
the Board of Trustees of the Trust, HA, as administrator, will assist in
supervising various aspects of the Trust's administrative operations and
undertakes to perform the following specific services:
(a) Maintaining such office facilities as necessary to provide the
services hereafter set forth (which may be in the offices of HA or a corporate
affiliate);
(b) Furnishing non-investment related statistical and research data,
data processing services, clerical services, executive and administrative
services, and stationery and office supplies in connection with its services
hereunder;
(c) Furnishing corporate secretarial services including preparation
and distribution of materials for Board of Trustees meetings;
(d) Assisting in the preparation of the Trust's Registration
Statement and any Pre-Effective and Post-Effective Amendments to the Trust's
Registration statement, Notices of Annual or Special Meetings of Shareholders
and Proxy materials relating to such Meetings;
(e) Assisting in the preparation of periodic reports to shareholders
and regulatory filings;
(f) Assisting in the determination of the jurisdictions in which the
Trust's shares will be registered or qualified for sale;
(g) Providing the services of persons employed by HA or its
affiliates who may be appointed as officers of the Trust by the Trust's Board of
Trustees;
(h) Assisting the Trust in routine regulatory examinations of the
Trust, and working closely with outside counsel to the Trust in response to any
litigation, investigations or regulatory matters; and
(i) Assisting in the preparation of the financial statements of the
Fund and in coordinating the annual audit of such financial statements by the
independent auditors of the Trust.
In performing its duties as administrator of the Trust, HA will act in
accordance with the Declaration of Trust, By-Laws, Prospectus of the Fund and
with the instructions and directions of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act and the rules
thereunder and all other applicable federal or state laws and regulations.
4. Allocation of Expenses and Fees. HA shall bear all expenses in
connection with the performance of its services under this Agreement, except as
noted below.
(a) HA will from time to time employ or associate with itself such
person or persons as HA may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees who are employed by both HA and the Trust. The compensation of
such person or persons shall be paid by HA and no obligation shall be incurred
on behalf of the Trust in such respect.
(b) HA shall not be required to pay any of the following expenses
incurred by the Trust: membership dues in the Investment Company Institute or
any similar organization; investment advisory expenses; costs of stock
certificates; the costs of printing and mailing prospectuses, reports and
notices for use by shareholders of the Fund; interest on borrowed money;
brokerage commissions; taxes and fees payable to Federal, state and other
governmental agencies; fees of Trustees of the Trust who are not affiliated with
HA or with any affiliated company of HA; outside auditing expenses; outside
legal expenses; or other expenses not specified in this Section 4 which may be
properly payable by the Trust.
(c) For the services to be rendered, the facilities to be furnished
and the payments to be made to HA, as provided for in this Agreement, the Trust
shall compensate HA for its services rendered pursuant to this Agreement in
accordance with
the fee schedule set forth in Schedule A, annexed hereto and incorporated
herein; provided however, that HA shall absorb expenses of the Fund
(other than interest, brokerage commissions and extraordinary expenses) to the
extent necessary to assure that total ordinary operating expenses of
Institutional Shares of the Fund do not exceed annually 0.45% of the average
daily net assets attributable to Institutional Shares and that total ordinary
operating expenses of Administrative Shares of the Fund do not exceed annually
0.75% of the average daily net assets attributable to Administrative Shares.
(d) HA will xxxx the Trust as soon as practicable after the end of
each calendar month. The Trust will promptly pay to HA the amount of such
billing.
5. Limitation of Liability.
(a) HA shall not be liable to the Trust for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from HA's willful misfeasance, bad faith or gross negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof. The Trust will indemnify HA against and hold it harmless from
any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from the willful misfeasance, bad faith or gross
negligence of HA in the performance of such obligations and duties or by reason
of its reckless disregard thereof. The Trust and HA agree that the obligations
of the Trust under this Agreement shall not be binding upon any of the members
of the Trust's Board of Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust, as provided in the
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Board of Trustees and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such members of the
Board of Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the assets and property of the
Trust as provided in the Declaration of Trust.
(b) In no event and under no circumstances shall either party to this
Agreement be liable to the other party for consequential or indirect loss of
profits, reputation or business or any other special damages under any provision
of this Agreement or for any act or failure to act hereunder.
6. Term and Termination.
(a) This Agreement shall become effective on the date hereof and
shall continue for a period of two (2) years from the date of its effectiveness
(the "Initial Term") unless earlier terminated pursuant to the terms of this
Agreement. Thereafter this Agreement may be renewed for successive terms of one
(1) year ("Renewal Term") each, provided, that each such Renewal Term is
approved by the Board of Trustees of the Trust, including the vote of a majority
of the Trustees who are not "Interested Persons," as defined by the 1940 Act and
the rules thereunder, of the Trust.
(b) Either party may terminate this Agreement, without penalty, at
any time upon not than less than sixty (60) days' prior written notice to the
other party.
(c) In the event a termination notice is given by the Trust, all
reasonable out of pocket expenses associated with movement of records and
materials and conversion thereof will be borne by the Trust.
(d) This Agreement shall terminate automatically in the event of its
"assignment," as such term is defined by the 1940 Act and the rules thereunder.
7. Amendment to this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is bought.
8. Miscellaneous.
(a) This Agreement shall be construed in accordance with the
laws of the State of Illinois.
(b) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(c) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(d) This Agreement and the schedule hereto constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
XXXXXX ASSOCIATES LLC
By: /s/ X. X. Xxxxxxxxx, III
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Name: X. X. Xxxxxxxxx, III
Title: Principal
XXXXXX SERIES TRUST
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: President
SCHEDULE A
FEE SCHEDULE FOR ADMINISTRATION SERVICES
The fee shall be computed at the annual rate of 0.10% of the average daily net
assets of the Fund, and shall be paid monthly in arrears.
