Exhibit (h)(1) under Form N-1A
Exhibit 10 under 601/Reg S-K
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
AGREEMENT, amended and restated as of August 4, 2003,
severally and not jointly, among BBH FUND, INC., BBH COMMON
SETTLEMENT FUND, INC. and BBH COMMON SETTLEMENT FUND II, INC.,
each a Maryland corporation, BBH TRUST, a Massachusetts business
trust, and BBH U.S. MONEY MARKET PORTFOLIO, a New York trust
(each, an "Investment Company"), on behalf of each of their
series and classes of shares (each, a "Fund", and collectively,
the "Funds"), and Xxxxx Brothers Xxxxxxxx Trust Company, LLC (the
"Administrator"). This Agreement was initially effective with
respect to each Investment Company on the date set forth in
Exhibit A.
W I T N E S S E T H:
WHEREAS, each Investment Company is a diversified
open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, each Investment Company has been organized for
the purpose of investing its funds in securities and has retained
an investment adviser on behalf of each Fund for this purpose and
desires to avail itself of the facilities available to the
Administrator with respect to the administration of the day to
day affairs of each Investment Company and each Fund, and the
Administrator is willing to furnish such administrative services
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
Section 1.Each Investment Company hereby appoints the
Administrator to administer all aspects of the operations of the
Corporation and each Fund (except those subject to the
supervision of a Fund's investment adviser), subject to the
overall supervision of the Directors/Trustees of each Investment
Company for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such appointment and
agrees during such period to render the services herein described
and to assume the obligations set forth herein, for the
compensation herein provided.
Section 2.Subject to the supervision of the
Directors/Trustees of each Investment Company, the Administrator
shall administer all aspects of the operations of each Investment
Company and each Fund (except those subject to the supervision of
a Fund's investment adviser) and, in connection therewith, shall
(i) furnish the Investment Company with adequate office
facilities, utilities, office equipment and related services;
(ii) be responsible for the financial and accounting records
required to be maintained for each Fund (including those being
maintained by each Fund's custodian) other than those being
maintained by each Fund's investment adviser; (iii) furnish the
Investment Company and each Fund with ordinary clerical,
bookkeeping and recordkeeping services at such office facilities;
(iv) arrange, but not pay for, the preparation for each Fund of
all required tax returns and reports to its shareholders and the
Securities and Exchange Commission and the periodic updating of
its prospectus; and (v) oversee the performance of administrative
and professional services to the Investment Company and each Fund
by others, including each Fund's custodian, transfer agent and
shareholder servicing agent.
In connection with the services rendered by the
Administrator under this Agreement, the Administrator assumes and
will pay all expenses incurred by the Administrator or by the
Investment Company or a Fund in connection with administering the
ordinary course of business of the Investment Company or a Fund,
other than those assumed by the Investment Company herein.
Each Investment Company assumes and will pay the expenses
described below:
(a) the fees and expenses of any investment adviser or
expenses otherwise incurred for a Fund in connection with the
management of the investment and reinvestment of its assets,
(b) the fees and expenses of Directors/Trustees of the
Investment Company who are not affiliated persons of the
Administrator, or of any entity with whom the Administrator has
subcontracted its performance under this Agreement (the
"Subadministrator") or any investment adviser of a Fund or of an
investment company in which a Fund invests its investable assets,
(c) the fees and expenses of a Fund's custodian which
relate to (i) the custodial function and the recordkeeping
connected therewith, (ii) the maintenance of the required
accounting records of the Fund not being maintained by the
Administrator or the Subadministrator, (iii) the pricing of the
shares of the Fund, including the cost of any pricing service or
services which may be retained pursuant to the authorization of
the Directors/Trustees of the Investment Company, and (iv) the
cashiering function in connection with the issuance and
redemption of the Fund's securities,
(d) the fees and expenses of a Fund's transfer agent
and shareholder servicing agent, which relate to the maintenance
of each shareholder account and the fees and expenses of any
eligible institution,
(e) the charges and expenses of legal counsel and
independent accountants for the Investment Company and a Fund,
(f) brokers' commissions and any issue or transfer
taxes chargeable to a Fund in connection with its securities
transactions,
(g) all taxes and corporate fees payable by the
Investment Company or a Fund to federal, state or other
governmental agencies,
(h) the fees of any trade association of which the
Investment Company may be a member,
(i) the cost of certificates, if any, representing
shares of a Fund,
(j) the fees and expenses involved in registering and
maintaining registrations of the Investment Company and of Fund
shares with the Securities and Exchange Commission, registering
the Investment Company as a broker or dealer and qualifying Fund
shares under state securities laws, including the preparation and
printing of each Investment Company's registration statements and
Fund prospectuses for filing under federal and state securities
laws for such purposes,
(k) the cost of any liability insurance or fidelity
bonds,
(l) allocable communications expenses with respect to
investor services and all expenses of shareholders' and
Directors'/Trustees' meetings and of preparing, printing and
mailing reports and prospectuses to Fund shareholders in the
amount necessary for distribution to shareholders, and
(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of
business of the Investment Company or a Fund. General expenses
of the Investment Company shall be allocated among the series and
classes, as the case may be, on the basis of relative net assets
and direct expenses shall be charged directly to the respective
series and classes, as the case may be.
Section 0.Xx full compensation for the services
performed and the facilities furnished by the Administrator, the
Administrator shall receive a fee from each Fund as identified in
Appendix A hereto. Such fees are computed daily and paid monthly
at an annual rate of a percentage of the average daily net assets
of each Fund.
Section 4.The Administrator assumes no responsibility
under this Agreement other than to render the services called for
hereunder, and specifically assumes no responsibilities for
investment advice or the investment or reinvestment of a Fund's
assets.
Section 5.The Administrator shall not be liable for any
error of judgment or for any loss suffered by an Investment
Company or a Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
Section 6.The Administrator may subcontract for the
performance of its obligations hereunder with any one or more
persons; provided, however, that the Administrator shall not
enter into any such subcontract unless the Directors/Trustees of
the Investment Company shall have found the subcontracting party
to be qualified to perform the obligations sought to be
subcontracted, and provided further that unless the Investment
Company otherwise expressly agrees in writing, the Administrator
shall be as fully responsible to the Investment Company for the
acts and omissions of any subcontractor as it would be for its
own acts or omissions. If permitted by the subadministration
agreement between the Administrator and the subadministrator, the
subadministrator may authorize and permit any of its directors,
officers and employees who may be elected as officers of the
Investment Company to serve in the capacities in which they are
elected and the subadministrator will pay the salaries of all
personnel of the Investment Company who are affiliated with the
subadministrator.
Section 7.This Agreement shall become effective with
respect to each Fund on the date determined by mutual agreement
of the parties. This Agreement shall continue in effect with
respect to each Fund for two years from the date of its
effectiveness and thereafter, but only so long as its continuance
is specifically approved at least annually in the same manner as
an investment advisory contract under the 1940 Act; provided,
however, that this Agreement may be terminated by an Investment
Company at any time, without the payment of any penalty, by the
Directors/Trustees of the Investment Company or by a vote of a
majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Investment Company, upon not less than 60 days'
written notice to the Administrator, or by the Administrator at
any time, without the payment of any penalty, upon not less than
90 days' written notice to the Investment Company. This
Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
Section 8.Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of the
Administrator who may also be an officer or employee of an
Investment Company to engage in any other business or to devote
his time and attention in part to the management or other aspects
of any business, whether of a similar or a dissimilar nature, nor
limit or restrict the right of the Administrator to engage in any
other business or to render services of any kind to any other
corporation, firm, individual or association.
Section 9.During the term of this Agreement, each
Investment Company agrees to furnish the Administrator at its
principal office all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for
distribution to shareholders of a Fund or the public, which refer
in any way to the Administrator, prior to use thereof and not to
use such material if the Administrator reasonably objects in
writing within five business days (or such other time as may be
mutually agreed) after receipt thereof. In the event of
termination of this Agreement, the Investment Company will
continue to furnish to the Administrator copies of any of the
above-mentioned materials which refer in any way to the
Administrator. Each Investment Company shall furnish or
otherwise make available to the Administrator such other
information relating to the business affairs of the Investment
Company and each Fund as the Administrator at any time, or from
time to time, reasonably requests in order to discharge its
obligations hereunder.
Section 10. This Agreement may be amended only by
mutual written consent.
Section 11. The Directors/Trustees have authorized
the execution of this Agreement in their capacity as
Directors/Trustees and not individually and the Administrator
agrees that neither Fund shareholders nor the Directors/Trustees
nor any officer, employee, representative or agent of any
Investment Company shall be personally liable upon, nor shall
resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by an
Investment Company, that neither Fund shareholders nor the
Directors, Trustees, officers, employees, representatives or
agents of an Investment Company shall be personally liable
hereunder, and that the Administrator shall look solely to the
property of each Investment Company and each Fund for the
satisfaction of any claim hereunder.
Section 12. Any notice or other communication
required to be given pursuant to this Agreement shall be deemed
duly given if delivered or mailed by registered mail, postage
prepaid, (1) to the Administrator at 000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000, Attention: Managing Director; or (2) to the
Corporation at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: President.
Section 13. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
Section 14. The parties agree that the assets and
liabilities of each Fund are separate and distinct from the
assets and liabilities of each other Fund and that no Fund shall
be liable or shall be charged for any debt, obligation or
liability of any other Fund, whether arising under this Agreement
or otherwise.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below as of
the day and year first above written.
BBH FUND, INC.
BBH TRUST
BBH COMMON SETTLEMENT FUND, INC.
BBH COMMON SETTLEMENT FUND II, INC.
BBH U.S. MONEY MARKET PORTFOLIO
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chairman
APPENDIX A
I. ADMINISTRATION AGREEMENT ANNUAL FEE RATES
Fund: Annual Fee Rate: Effective Date:
BBH FUND, INC.:
BBH Broad Market Fixed Income Fund 0.10% November 1, 1993
BBH European Equity Fund 0.10% November 1, 1993
BBH Inflation-Indexed Securities Fund 0.10% November
1, 1993
BBH International Equity Fund 0.10% November 1, 1993
BBH Pacific Basin Equity Fund 0.10% November 1, 1993
BBH Tax-Efficient Equity Fund 0.15% November 1, 1993
BBH TRUST:
BBH Tax-Exempt Money Fund 0.10% November 1, 1993
BBH Tax-Free Short/Intermediate Fixed Income Fund 0.15%November
1, 1993
BBH U.S. Treasury Money Fund 0.10% November 1, 1993
BBH U.S. MONEY MARKET PORTFOLIO 0.035% March 1, 1999
BBH COMMON SETTLEMENT FUND, INC. 0.01% August 15, 2000
BBH COMMON SETTLEMENT FUND II, INC. 0.03% May 10, 2001
