Exhibit 9c
XXXXXX XXXXXXX FUND, INC.
MSAM-CHASE SUB-ADMINISTRATION AGREEMENT
- Fund Administration Services
- Fund Accounting Services
By and Between
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
and
THE CHASE MANHATTAN BANK
January 1, 1997
XXXXXX XXXXXXX FUND, INC.
MSAM-CHASE SUB-ADMINISTRATION AGREEMENT
By and Between
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
and THE CHASE MANHATTAN BANK
TABLE OF CONTENTS
Section/Paragraph Page
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1. Appointment.......................................................... 2
2. Representations and Warranties....................................... 2
3. Delivery of Documents................................................ 4
4. Services Provided by the Administrator............................... 6
5. Fees, Expenses, Expense Reimbursement................................ 7
6. Proprietary and Confidential Information............................. 9
7. Duties, Responsibilities and Limitation of Liability................. 10
8. Term................................................................. 13
9. Hiring of Employees.................................................. 13
10. Notices.............................................................. 13
11. Assignability........................................................ 14
12. Waiver............................................................... 15
13. Force Majeure........................................................ 15
14. Use of Name.......................................................... 16
15. Amendments........................................................... 16
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16. Severability......................................................... 16
17. Governing Law........................................................ 16
Signatures........................................................... 17
SCHEDULE A
Fees and Expenses.................................................... A-1
SCHEDULE B
Listing of MSAM Funds Subject to this Agreement...................... B-1
SCHEDULE C
General Description of Fund Administration Services.................. C-1
SCHEDULE D
Description of Fund Accounting Services.............................. D-1
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XXXXXX XXXXXXX FUND, INC.
MSAM-CHASE SUB-ADMINISTRATION AGREEMENT
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
and THE CHASE MANHATTAN BANK
AGREEMENT made as of January 1, 1997 by and between Xxxxxx Xxxxxxx Asset
Management Inc. ("MSAM"), a Delaware corporation ("MSAM"), and The Chase
Manhattan Bank (the "Administrator"), a ___________ corporation (the
"Agreement").
WITNESSETH:
WHEREAS, the Xxxxxx Xxxxxxx Fund, Inc. (the "Fund") is registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, MSAM is responsible for the provision of certain fund accounting
and administration services to the Fund pursuant to an agreement between MSAM
and the Fund dated as of November 17, 1992 (the "MSAM Administration
Agreement"); and
WHEREAS, MSAM wishes to retain the Administrator to provide certain fund
accounting and administration services with respect to certain series of shares
of the Fund, and the Administrator is willing to furnish 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 Fund hereby appoints the Administrator to provide
fund accounting and fund administration services for MSAM for the benefit of
certain series of shares (each, an "MSAM Fund") of the Fund listed on Schedule
B, attached hereto, subject to the supervision of the Board of Directors of the
Fund (the "Board"), for the period and on the terms set forth in this Agreement.
The Administrator accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in Paragraph 5 of
and Schedule A to this Agreement. The Fund shall notify the Administrator in
writing of each additional series of shares established by the Fund for which
the Fund appoints the Administrator to provide services pursuant to this
Agreement (each such series, also an "MSAM Fund"). Each new MSAM Fund shall be
subject to the provisions of this Agreement, except to the extent that said
provisions (including those relating to the compensation and expenses payable by
the Fund and its MSAM Funds) may be modified with respect to such new MSAM Fund
in writing by the Fund and the Administrator at the time of the addition of such
new MSAM Fund.
2. REPRESENTATIONS AND WARRANTIES.
(a) The Administrator represents and warrants to the Fund that:
(i) the Administrator is a corporation, organized and existing
and in good standing under the laws of the State of [New York] [_____________];
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(ii) the Administrator is duly qualified to carry on its business
in the State of New York;
(iii) the Administrator is empowered under applicable laws and by
its [Certificate of Incorporation] [____________________], as amended or
restated, and By-Laws, as amended or restated, to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize the Administrator to enter into and perform this Agreement;
(v) the Administrator has, and will continue to have, access to
the facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been instituted
or threatened which would impair the Administrator's ability to perform its
duties and obligations under this Agreement; and
(vii) the Administrator's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation applicable to the
Administrator;
(b) MSAM represents and warrants to the Administrator that:
(i) MSAM is a Delaware corporation, duly organized and existing
and in good standing under the laws of the State of Delaware;
(ii) MSAM is empowered under applicable laws and by its Articles
of Incorporation, as amended or restated, and By-laws, as amended or restated,
to enter into and perform this Agreement;
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(iii) all requisite corporate proceedings have been taken to
authorize MSAM and the Fund to permit MSAM to enter into and perform this
Agreement;
(iv) the Fund is a Maryland corporation, duly organized and
existing and in good standing under the laws of the State of Maryland;
(v) the Fund is an investment company properly registered under
the 1940 Act;
(vi) a registration statement under the Securities Act of 1933,
as amended ("1933 Act"), and the 1940 Act on Form N-1A has been filed and will
be effective and will remain effective during the term of this Agreement, and
all necessary filings under the laws of the states will have been made and will
be current during the term of this Agreement;
(vii) no legal or administrative proceedings have been instituted
or threatened which would impair MSAM's or the Fund's ability to perform their
duties and obligations under this Agreement; and
(viii) MSAM's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of MSAM or the Fund or any law or regulation applicable to either.
3. DELIVERY OF DOCUMENTS. MSAM will promptly furnish to the
Administrator such copies, properly certified or authenticated, of contracts,
documents and other related information that the Administrator may request or
requires to properly discharge its duties. Such documents may include but are
not limited to the following:
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(a) Resolutions of the Board authorizing the appointment of the
Administrator to provide certain fund accounting and administration services to
MSAM and the Fund and approving this Agreement;
(b) The Fund's Articles of Incorporation, as amended or restated (the
"Fund's Articles");
(c) The Fund's By-laws, as amended or restated, (the "Fund's By-
laws");
(d) The Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;
(f) Copies of the Investment Advisory Agreements between the Fund and
its investment advisers (the "Advisory Agreements") and the MSAM Administration
Agreement;
(g) Opinions of counsel and auditors reports;
(h) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all MSAM Funds and all amendments and supplements
thereto (such Prospectus(es) and Statement(s) of Additional Information and
supplements thereto, as presently in effect and as from time to time hereafter
amended and supplemented, herein called the "Prospectuses"); and
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(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements, and options agreements.
4. SERVICES PROVIDED BY THE ADMINISTRATOR.
(a) The Administrator will provide the following services subject to
the control, direction and supervision of the Board and in compliance with the
objectives, policies and limitations set forth in the Registration Statement,
Fund's Articles and Fund's By-laws; applicable laws and registrations, and all
resolutions and policies implemented by the Board:
(i) Fund administration; and
(ii) Fund accounting.
A detailed description of each of the above services is contained in Schedules C
and D, respectively, to this Agreement.
(b) The Administrator will also:
(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of the
Administrator or a corporate affiliate of the Administrator);
(ii) provide the services of individuals to serve as the Fund's
secretary and a principal financial officer who will be designated by the
Administrator and elected by the Board;
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(iii) provide or otherwise obtain personnel sufficient, in the
Administrator's sole discretion, for provision of the services contemplated
herein;
(iv) furnish equipment and other materials, which the
Administrator, in its sole discretion, believes are necessary or desirable for
provision of the services contemplated herein; and
(v) keep records relating to the services provided hereunder in
such form and manner as set forth in Schedules C and D and as the Administrator
may otherwise deem appropriate or advisable, all in accordance with the 1940
Act. To the extent required by the 1940 Act and the rules thereunder, the
Administrator agrees that all such records prepared or maintained by the
Administrator relating to the services provided hereunder are the property of
the Fund and will be preserved for the periods prescribed under the 1940 Act,
and the rules adopted thereunder, maintained at the Fund's expense, and made
available in accordance with the 1940 Act and rules adopted thereunder. The
Administrator further agrees that upon request of the Fund promptly to surrender
to the Fund and to cease to retain in the records and files of the Administrator
those records and documents created and maintained by the Administrator pursuant
to this Agreement.
5. FEES, EXPENSES, EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered to the Fund pursuant to
this Agreement, the Fund shall pay the Administrator monthly fees determined as
set forth in Schedule A to this Agreement. Such fees are to be computed daily
and paid monthly on the first business day of the month following provision of
the services. Upon any
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termination of this Agreement before the end of any month, the fee for the part
of the month before such termination shall be pro-rated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.
(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its Prospectuses, generally accepted accounting
principles and resolutions of the Board.
(c) The Administrator will from time to time employ or associate with
such person or persons as may be appropriate to assist the Administrator in the
performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both the Administrator
and the Fund. The compensation of such person or persons for such employment
shall be paid by the Administrator and no obligation will be incurred by or on
behalf of the Fund in such respect.
(d) The Administrator will generally bear all of its own expenses in
connection with the performance of its services under this Agreement. The Fund
agrees to promptly reimburse the Administrator for any equipment and supplies
specially ordered by or for the Fund through the Administrator and for any other
expenses not contemplated by this Agreement that the Administrator may incur on
the Fund's behalf at the Fund's request or as consented to by the Fund. Such
other expenses to be incurred in the operation of the Fund and to be borne by
the Fund, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors who are not officers,
directors, shareholders or employees of the Administrator, or the Fund's
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investment advisers or distributor; SEC and state Blue Sky fees, levies, fines
and other charges; administration fees; charges and expenses of custodians;
insurance premiums including fidelity bond premiums; auditing and legal
expenses; costs of maintenance of the Fund's corporate existence; expenses of
typesetting and printing of prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund (the Fund's distributor to bear
the expense of all other printing, production, and distribution of prospectuses,
statements of additional information, and marketing materials); expenses of
printing and production costs of shareholders' reports and proxy statements and
materials; costs and expenses of Fund stationery and forms; costs and expenses
of special telephone and data lines and devices; costs associated with
corporate, shareholder, and Board meetings; and any extraordinary expenses and
other customary Fund expenses. In addition, the Administrator may utilize one
or more independent pricing services, approved from time to time by the Board,
to obtain securities prices and to act as backup to the primary pricing
services, in connection with determining the net asset values of the Fund, and
the Fund will reimburse the Administrator for the Fund's share of the cost of
such services based upon the actual usage, or a pro-rata estimate of the use, of
the services for the benefit of the Fund.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Administrator agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than
-9-
performance of the Administrator's responsibilities and duties hereunder. The
Administrator may seek a waiver of such confidentiality provisions by furnishing
reasonable prior notice to the Fund and obtaining approval in writing from the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Administrator may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities. Waivers of confidentiality are automatically effective
without further action by the Administrator with respect to Internal Revenue
Service levies, subpoenas and similar actions, or with respect to any request by
the Fund.
7. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY
(a) In the performance of its duties hereunder, the Administrator
shall be obligated to exercise the due care and diligence of a mutual fund
accounting and pricing service agent and blue sky administrator, and to act in
good faith in performing the services provided for under this Agreement. In
performing its services hereunder, the Administrator shall be entitled to rely
on any oral or written instructions, notices or other communications from the
Fund and its custodians, officers and directors, investors, agents and other
service providers which the Administrator reasonably believes to be genuine,
valid and authorized.
(b) Subject to the foregoing, the Administrator shall not be liable
for any error of judgement or mistake of law or for any loss or expense suffered
by the Fund, in connection with the matters to which this Agreement relates,
except for a loss or expense
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resulting from willful misfeasance, bad faith or negligence on the
Administrator's part in the performance of its duties or from reckless disregard
by the Administrator of its obligations and duties under this Agreement. Any
person, even though also an officer, director, partner, employee or agent of the
Administrator, who may be or become an officer, director, partner, employee or
agent of the Fund, shall be deemed when rendering services to the Fund or acting
on any business of the Fund (other than services or business in connection with
the Administrator's duties hereunder) to be rendering such services to or acting
solely for the Fund and not as an officer, director, partner, employee or agent
or person under the control or direction of the Administrator even though paid
by the Administrator.
(c) Subject to Paragraph 7(b) above, the Administrator shall not be
responsible for, and MSAM and the Fund shall indemnify and hold the
Administrator harmless from and against, any and all losses, damages, costs,
reasonable attorneys' fees and expenses, payments, expenses and liabilities
arising out of or attributable to:
(i) all actions of the Administrator or its officers or agents
required to be taken pursuant to this Agreement;
(ii) the reliance on or use by the Administrator or its officers
or agents of information, records, or documents which are received by the
Administrator or its officers or agents and furnished to it or them by or on
behalf of MSAM or the Fund, and which have been prepared or maintained by the
Fund, MSAM or any other third party on behalf of MSAM or the Fund;
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(iii) MSAM's or the Fund's refusal or failure to comply with the
terms of this Agreement or MSAM's or the Fund's lack of good faith, or its
actions, or lack thereof, involving negligence or willful malfeasance;
(iv) the breach of any representation or warranty of MSAM
hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by the Administrator on telephone or other electronic
instructions of any person acting on behalf of a shareholder or shareholder
account for which telephone or other electronic services have been authorized;
(vi) the reliance on or the carrying out by the Administrator or
its officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund; and
(vii) the offer or sale of shares by the Fund in violation of any
requirement under the Federal securities laws or regulations or the securities
laws or regulations of any state, or in violation of any stop order or other
determination or ruling by any Federal agency or any state agency with respect
to the offer or sale of such shares in such state resulting from activities,
actions, or omissions by the Fund's distributor or existing or arising out of
activities, actions or omissions by or on behalf of the Fund prior to the
effective date of this Agreement.
(d) The Administrator shall indemnify and hold MSAM or the Fund
harmless from and against any and all losses, damages, costs, charges,
reasonable attorneys' fees and expenses, payments, expenses and liability
arising out of or attributable to the
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Administrator's refusal or failure to comply with the terms of this Agreement;
the Administrator's breach of any representation or warranty made by it herein;
or the Administrator's lack of good faith, or acts involving new negligence,
willful misfeasance or reckless disregard of its duties.
8. TERM. This Agreement shall become effective on the date first
hereinabove written. This Agreement may be modified or amended from time to
time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on 90 days' prior written
notice. Upon termination of this Agreement, the Fund shall pay to the
Administrator such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is later.
9. HIRING OF EMPLOYEES. MSAM and the Administrator agree that they will
not enter into discussions of employment or make offers of employment to each
others' employees without written approval from the other.
10. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered in person or by
certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
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If to MSAM or the Fund:
Xxxxxx Xxxxxxx Asset Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn:______________________
Fax: (212)__________________
WITH A COPY TO:
___________________________
___________________________
___________________________
___________________________
If to the Administrator:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Fax: (000) 000-0000
Notice shall be effective upon receipt if by mail; on the date of personal
delivery if by private messenger, courier service or otherwise; or upon
confirmed receipt of telex or facsimile, whichever occurs first.
11. ASSIGNABILITY. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party;
provided, however, that the Administrator may in its own discretion and without
limitation or prior consent of the Fund, whenever and on such terms and
conditions as the Administrator deems necessary or appropriate, subcontract,
delegate or assign its rights, duties, obligations and liabilities to
subsidiaries or affiliates of the Administrator; provided, further, that any
such
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subcontract, agreement or understanding shall not discharge the Administrator or
its affiliates or subsidiaries, as the case may be, from its obligations
hereunder. Similarly, the Administrator or its affiliated subcontractor,
designee, or assignee may at its discretion, without notice to the Fund, enter
into such subcontracts, agreements and understandings, whenever and on such
terms and conditions as the Administrator or they deem necessary or appropriate
to perform services hereunder, with non-affiliated third parties; provided, that
such subcontract, agreement or understanding shall not discharge the
Administrator, or its subcontractor, designee, or assignee, as the case may be,
from the Administrator's obligations hereunder.
12. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
13. FORCE MAJEURE. The Administrator shall not be responsible or liable
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquakes, fires, floods,
wars, acts of civil or military authorities, or governmental actions, nor shall
any such failure or delay give the Fund the right to terminate this Agreement.
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14. USE OF NAME. MSAM and the Administrator agree not to use the other's
name nor the names of such other's affiliates, designees, or assignees in any
prospectus, sales literature or other printed material written in a manner not
previously, expressly approved in writing by the other or such other's
affiliates, designees, or assignees except where required by the SEC or any
state agency responsible for securities regulation.
15. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. 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 sought.
16. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
XXXXXX XXXXXXX ASSET MANAGEMENT INC.
By:
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
Attest:
----------------------------
Name:
------------------------------
THE CHASE MANHATTAN BANK
By:
-------------------------------------
Name:
Title:
Attest:
----------------------------
Name:
------------------------------
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XXXXXX XXXXXXX FUND, INC.
MSAM-CHASE SUB-ADMINISTRATION AGREEMENT
JANUARY 1, 1997
SCHEDULE A
FEES AND EXPENSES
I. FUND ACCOUNTING AND ADMINISTRATION FEES - XXXXXX XXXXXXX MONEY MARKET FUND,
XXXXXX XXXXXXX TAX-FREE MONEY MARKET FUND AND XXXXXX XXXXXXX GOVERNMENT
OBLIGATIONS MONEY MARKET FUND (THE "MONEY MARKET FUNDS")
MSAM shall pay to the Administrator an annual fee for each of the Money
Market Funds based on the following schedule:
0.07 OF 1% ON THE FIRST $200 MILLION IN ASSETS, PLUS
0.05 OF 1% ON THE NEXT $200 MILLION IN ASSETS, PLUS
0.04 OF 1% ON THE NEXT $200 MILLION IN ASSETS, PLUS
0.03 OF 1% ON ASSETS IN EXCESS OF $600 MILLION.
The fees in the foregoing table shall be based on the average daily net
assets of such Money Market Funds. The fees will be computed and are payable
monthly.
Minimum Monthly Fee (exclusive of out-of-pocket expenses):
$7,083 per month for each of the first two portfolios
(provided that, for portfolios with assets under $40,000.00,
the minimum monthly fee will be $6,250 per month); and
$6,250 per month for each additional portfolio.
Out-of-pocket expenses for such Money Market Funds, including, but not
limited to, the cost of security pricing services, including backup pricing
services, the preparation of Board materials, and mailings will be billed to
MSAM on a monthly basis.
II. FUND ACCOUNTING AND ADMINISTRATION FEES - ALL MSAM FUNDS OTHER THAN THE
MONEY MARKET FUNDS
MSAM shall pay to the Administrator an annual fee based on the following
schedule:
0.18 OF 1% ON THE FIRST $200 MILLION IN ASSETS, PLUS
0.12 OF 1% ON THE NEXT $200 MILLION IN ASSETS, PLUS
0.07 OF 1% ON THE NEXT $400 MILLION IN ASSETS, PLUS
0.06 OF 1% ON ASSETS IN EXCESS OF $800 MILLION.
A-1
The fees in the foregoing table shall be based on the average daily net
assets of all of the Fund's MSAM Funds other than the Money Market Funds.
The fees will be computed and are payable monthly.
Out-of-pocket expenses for such Money Market Funds, including, but not
limited to, the cost of security pricing services, including backup pricing
services, the preparation of Board materials, and mailings will be billed to
MSAM on a monthly basis.
III. MINIMUM FEES - ALL MSAM FUNDS OTHER THAN THE MONEY MARKET FUNDS
The fees payable by MSAM to the Administrator for Fund Accounting and
Administration will be subject to a minimum annual average per MSAM Fund of
$__________. Out-of-pocket expenses are not included in the calculation of the
minimum annual fees and are payable monthly as billed by the Administrator.
A-2
XXXXXX XXXXXXX FUND, INC.
MSAM-CHASE SUB-ADMINISTRATION AGREEMENT
JANUARY 1, 1997
SCHEDULE B
LISTING OF MSAM FUNDS SUBJECT TO THIS AGREEMENT
1. Xxxxxx Xxxxxxx Aggressive Equity Fund
2. Xxxxxx Xxxxxxx American Value Fund
3. Xxxxxx Xxxxxxx Asian Growth Fund
4. Xxxxxx Xxxxxxx Emerging Markets Debt Fund
5. Xxxxxx Xxxxxxx Emerging Markets Fund
6. Xxxxxx Xxxxxxx Equity Growth Fund
7. Xxxxxx Xxxxxxx European Equity Fund
8. Xxxxxx Xxxxxxx Global Equity Allocation Fund
9. Xxxxxx Xxxxxxx Global Equity Fund
10. Xxxxxx Xxxxxxx Global Fixed Income Fund
11. Xxxxxx Xxxxxxx Government Obligations Money Market Fund
12. Xxxxxx Xxxxxxx Growth and Income Fund
13. Xxxxxx Xxxxxxx High Yield Fund
14. Xxxxxx Xxxxxxx International Magnum Fund
15. Xxxxxx Xxxxxxx Japanese Equity Fund
16. Xxxxxx Xxxxxxx Latin American Fund
17. Xxxxxx Xxxxxxx Money Market Fund
18. Xxxxxx Xxxxxxx Tax-Free Money Market Fund
19. Xxxxxx Xxxxxxx U.S. Real Estate Fund
20. Xxxxxx Xxxxxxx Worldwide High Income Fund
B-1
XXXXXX XXXXXXX FUND, INC.
MSAM-CHASE SUB-ADMINISTRATION AGREEMENT
JANUARY 1, 1997
SCHEDULE C
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare agreed upon management reports and Board of Directors
materials such as unaudited financial statements, distribution
summaries, and deviations of xxxx-to-market valuation and the
amortized cost for money market funds.
B. Report Fund performance to outside services as directed by Fund
management.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
Fund management in making final determinations of distribution
amounts.
D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish Fund's status as a regulated
investment company ("RIC") under Section 4982 of the Internal Revenue
Code of 1986, as amended (the "Code") regarding minimum distribution
requirements.
E. Prepare and file Fund's Federal tax return on Form 1120-RIC along with
all state and local tax returns where applicable. Prepare and file
Federal Excise Tax Return (Fori-n 8613).
F. Prepare and file Fund's Semiannual Reports on Form N-SAR with the SEC.
G. Prepare and coordinate printing of Fund's Semiannual and Annual
Reports to Shareholders.
H. File copies of every financial report to shareholders with the SEC
under Rule 3Ob2- 1.
I. In conjunction with transfer agent, notify shareholders as to
what portion, if any, of the distributions made by the Fund's
during the prior fiscal year were exempt-interest dividends under
Section 852 (b)(5)(A) of the Code.
C-1
J. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors) to whom the Fund paid more than $600 during the year.
K. [Prepare and file California State Expense Limitation Report, if
applicable.]
L. Provide financial information for Fund proxies and prospectuses
(Expense Table).
II. Portfolio Compliance
A. Assist with monitoring each MSAM Fund's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed
in the current prospectus(es) and statement(s) of additional
information.
B. Assist with monitoring each MSAM Fund's compliance with the
requirements of the Code Section 851 for qualification as regulated
investment companies (i.e., 90% Income, 30% Income - Short Three
Diversification Tests).
C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements," Rule 2a-7 procedures for money market funds and
Rule 12d-3 procedures.
D. Mail quarterly requests for "Securities Transaction Reports" to the
Fund's Directors and Officers and "access persons" under the terms of
the Fund's Code of Ethics and SEC regulations.
III. Registration and Corporate Governance
A. Prepare and file annual, financial update post-effective amendments to
the Fund's registration statement on Form N-1A and file supplements as
needed.
B. Prepare and file Rule 24f-2 Notice and Opinion (state corporate law
legal opinion must be furnished by outside counsel).
C-2
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES (continued)
C. Prepare and file all state registrations of the Fund's securities
including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and
final prospectus and statement of additional information, and
increasing registered amounts of securities in individual states.
IV. General Administration
A. Furnish Secretary and Chief Financial Officer or Treasurer of the
Fund, subject to reasonable Board approval.
B. Prepare Fund portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage
of Fund's average daily net assets (advisory and administrative fees)
and expenses based on actual charges annualized and accrued daily
(audit fees, registration fees, directors' fees, etc.).
C. For new portfolios, obtain Employer Identification Number and CUSIP
numbers or portfolios. Estimate organization (offering) costs and
monitor against actual disbursements.
D. Coordinate all communications and data collection with regards to any
regulatory examinations and yearly audits by independent accountants.
C-3
XXXXXX XXXXXXX FUND, INC.
MSAM-CHASE SUB-ADMINISTRATION AGREEMENT
JANUARY 1, 1997
SCHEDULE D
DESCRIPTION OF FUND ACCOUNTING SERVICES
I. General Description
The Administrator shall provide the following accounting services to the
Fund on behalf of MSAM:
A. Maintenance of the books and records and accounting controls for the
Fund's assets, including records of all Securities transactions,
B. Calculation and transmission of each MSAM Fund's Net Asset Value to
the NASD source for publication of prices in accordance with the
prospectus and to such other entities as directed by MSAM;
C. Accounting for dividends and interest received and distributions made
by the Fund;
D. Preparation and filing of the Fund's lax returns and Semiannual
Reports on Form N-SAR;
E. Production of transaction data, financial reports and such other
periodic and special reports as the Board may reasonably request;
F. The preparation of financial statements for the semiannual and annual
reports and other shareholder communications;
G. Liaison with the Fund's Independent auditors; and
H. Monitoring and administration of arrangements with the Fund's
custodian and depository banks. A listing of reports that will be
available to the Fund is included below.
D-1
DESCRIPTION OF FUND ACCOUNTING SERVICES (Continued)
II. Domestic Fund Accounting Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. International Fund Accounting Daily Reports
A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report
D-2
DESCRIPTION OF FUND ACCOUNTING SERVICES (Continued)
B. Portfolio Reports
1. Portfolio Report by Xxxxxx
0. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
C. Currency Reports
1. Currency Purchase/Sales Journal
2. Currency Valuation Report
D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F. Other Reports
1. Exchange Rate Report
IV. Monthly Fund Accounting Reports
A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
D-3
DESCRIPTION OF FUND ACCOUNTING SERVICES (Continued)
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10. SEC Yield Calculation Work Sheet
B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
D-4
