Exhibit (h)(8)
SUB-ADMINISTRATION AGREEMENT
XXXXXX XXXXXX SELECT FUND, INC.
XXXXXX ASSET MANAGEMENT, INC.
AND
MUTUAL FUNDS SERVICE CO.
This Sub-Administration Agreement (the "Agreement") dated as of
____________, 2000, made among XXXXXX XXXXXX SELECT FUND, INC. (the "Company"),
a diversified open-end investment company, duly organized and existing under the
laws of the State of Maryland, on behalf of two of its series, which have been
designated Xxxxxx Xxxxxx Core Equity Fund and Xxxxxx Xxxxxx Utility Fund
(collectively, the "Funds"), XXXXXX ASSET MANAGEMENT, INC. (the
"Administrator"), a corporation duly organized and existing under the laws of
the State of Tennessee, and MUTUAL FUNDS SERVICE CO. (the "Sub-Administrator"),
a corporation duly organized and existing under the laws of the State of Ohio.
W I T N E S S E T H
WHEREAS, the Company is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act"); and
WHEREAS, the Administrator has entered into an Investment Advisory and
Administration Agreement dated ___________, 2000 ("Management Agreement") with
the Company; and
WHEREAS, the Administrator has agreed to provide certain administrative
services to the Funds; and
WHEREAS, the Administrator is authorized under the Management Agreement to
delegate its administrative responsibilities to one or more persons or
companies; and
WHEREAS, the Sub-Administrator is willing to provide certain administrative
services to the Funds, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual agreements of the parties
hereto as herein set forth, the parties agree as follows:
1. DUTIES OF THE SUB-ADMINISTRATOR. Subject to the direction and control of
the Board of Directors of the Company, the Sub-Administrator shall perform the
following administrative services for the Funds: (a) providing equipment and
clerical personnel necessary for performing the administrative functions herein
set forth; (b)
arranging, if desired by the Company, for directors, officers and employees of
the Sub-Administrator to serve as Directors, officers or agents of the Company
if duly elected or appointed to such positions and subject to their individual
consent and to any limitations imposed by law; (c) supervising the overall
administration of the Funds, including, if desired by the Company, negotiation
of contracts and fees with and the monitoring of performance and xxxxxxxx of the
Funds' custodian and other independent contractors or agents; (d) assisting in
preparing and, if applicable, filing certain documents required for compliance
by the Funds with applicable federal laws and regulations, namely, annual
updating amendments to registration statement, semi-annual and annual reports to
shareholders, Rule 24f-2 notices, Form NSAR's, 12b-1 reports and 18f-3 reports;
(e) preparing supporting documents for meetings of Directors and committees of
Directors; (f) maintaining current and accurate books and records of the Funds;
and any related services that are mutually agreed upon by the parties hereto.
Notwithstanding the foregoing, the Sub-Administrator shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
management of the Funds' assets or the rendering of investment advice and
supervision with respect thereto, nor shall the Sub-Administrator be deemed to
have assumed or have any responsibility with respect to functions specifically
assumed by any custodian of the Funds or any person or agent responsible for
state registration or renewal functions of the Funds.
Accounts, records and other information shall belong to the Company and be
considered confidential and shall be made available to the Company, within a
reasonable time, upon demand. Accounts, records and other information will not
be disclosed to other than federal and state regulators or other than as
required by law without permission from the Funds.
2. ALLOCATION OF CHARGES AND EXPENSES. The Sub-Administrator shall pay the
entire salaries and wages of its officers and employees who devote part or all
of their time to the affairs of the Sub-Administrator, and the wages and
salaries of such persons shall not be deemed to be expenses incurred by the
Funds for purposes of this Section 2. Except as provided in the foregoing
sentence, the Funds or their Advisor, as specified in its prospectus will pay
all of their own expenses including, without limitation, compensation of
Directors not affiliated with the Sub-Administrator; governmental fees; interest
charges; taxes; membership dues in the Investment Company Institute allocable to
the Funds; fees and expenses of the Funds' independent auditors, legal counsel
and any transfer agent or registrar of the Funds; expenses of printing and
mailing reports, notices, proxy statements and reports to investors and
governmental agencies and commissions; expenses of mailing agendas and
supporting documents for meetings of Directors and committees of Directors;
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the Funds' custodian for
all services to the Funds, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of shares of the Funds; expenses of meetings of shareholders of the Funds;
and expenses relating to the issuance, registration and qualification of shares
of the Funds.
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3. COMPENSATION OF THE SUB-ADMINISTRATOR. For the services to be rendered
and the facilities to be provided by the Sub-Administrator hereunder, the Funds
shall pay to the Sub-Administrator an administrative fee computed and paid in
accordance with Schedule A hereto.
4. LIMITATION OF LIABILITY OF THE SUB-ADMINISTRATOR. The Sub-Administrator
and its directors, officers, employees and agents shall not be liable for any
error of judgment or mistake of law or for any act or omission in the
administration of the Funds or the performance of its duties hereunder, unless
caused by the Sub-Administrator's negligence, willful misfeasance, or breach of
this Agreement.
5. ACTIVITIES OF THE SUB-ADMINISTRATOR. The services of the
Sub-Administrator to the Company are not to be deemed to be exclusive, the
Sub-Administrator being free to render administrative and/or other services to
other parties.
6. TERMINATION. This Agreement shall have an initial term of one (1) year
beginning on the date of this Agreement. After the initial term of one year,
this Agreement may be terminated by any party hereto upon 60 days' prior written
notice.
7. DELEGATION BY THE SUB-ADMINISTRATOR. The Sub-Administrator may delegate
any or all of its obligations hereunder to any one or more entities or persons;
provided, however, that the Sub-Administrator shall not make any such delegation
unless the Directors of the Company shall have approved such delegation; and
provided, further, that, unless the Company otherwise expressly agrees in
writing, the Sub-Administrator shall be as fully responsible to the Funds for
the acts and omissions of the entity or person to whom the Sub-Administrator has
made such delegation as it would be for its own acts or omissions.
8. NOTICES. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by certified mail, postage prepaid, return receipt
requested, to the respective parties as follows:
IF TO THE COMPANY:
-----------------
Xxxxxx Xxxxxx Select Fund, Inc.
Attn:
Xxxxxx Xxxxxx Tower
00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
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IF TO THE ADMINISTRATOR:
-----------------------
Xxxxxx Xxxxxx Asset Management, Inc.
Attn:
Xxxxxx Xxxxxx Tower
00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
IF TO THE SUB-ADMINISTRATOR:
---------------------------
Mutual Funds Service Co.
Attention: Xxxxxx X. Line, President
0000 Xxxxxxxx Xxxxx
Xxx 0000
Xxxxxx, XX 00000
9. The Directors, shareholders, nominees, officers, employees and agents of
the Company shall not be personally bound by or liable hereunder, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder nor shall the execution and delivery of this Agreement by
such officers be deemed to have been made by any of them individually. This
Agreement shall bind Company property only as provided in its Articles of
Incorporation, a copy of which is on file with the Secretary of the State of
Maryland.
10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
11. ASSIGNMENT. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Company without the written consent of the
Sub-Administrator, or by the Sub-Administrator without the written consent of
the Company, in each case authorized or approved by a resolution of its
Directors.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to its choice
of law principles.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized officers as of the day and year first above written.
XXXXXX XXXXXX SELECT FUND, INC.
on behalf of Xxxxxx Xxxxxx Core Equity Fund and
Xxxxxx Xxxxxx Utility Fund
By
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XXXXXX ASSET MANAGEMENT, INC.
By
----------------------------------------
MUTUAL FUNDS SERVICE CO.
By
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Schedule A
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ADMINISTRATION SERVICES
BASIS POINT FEE - 5 Basis Points annual fee on the average net assets
of each of the Funds (payable monthly).
MINIMUM ANNUAL FEE - $30,000 (payable monthly) but only an aggregate
minimum of $15,000 for the first year of operations.
In addition, all reasonable out-of-pocket expenses shall be separately
charged and shall include but not be limited to: printed/copied
material, postage, overnight mail, courier service, XXXXX filing fees,
which includes SEC imposed fees and charges for converting and filing
by XXXXX, transportation and lodging.
MUTUAL FUNDS SERVICE CO.
SUB-ADMINISTRATION SERVICES SUMMARY
o If desired by the Company, arrange for directors, officers and employees of
Mutual Funds Service Co. to serve as Directors, officers, agents of the
Company if duly elected or appointed.
o If desired by the Company, negotiate contracts and fees with other
independent contractors. Monitor performance and xxxxxxxx of the Funds'
custodian and other independent contractors or agents.
o Prepare for review by Company legal counsel and Directors and, where
applicable, file with the SEC, certain documents required for compliance by
the Funds under applicable federal laws and regulations:
(1) Annual Updating Amendments to Form N-1A Registration Statement
(2) Rule 24f-2 Notice
(3) Semi-annual and annual reports to shareholders
(4) Form N-SAR Semi-Annual Report for Regulated Investment Companies
(5) 12b-1 Reports
(6) 18f-3 Reports
o Prepare requested supporting documents and summaries for meetings of
Directors and committees of Directors.
o Produce Prospectus, Statement of Additional Information, New Account
Application, miscellaneous forms, reports to shareholders and Directors
(excluding out-of-pocket printing and copying fees).
o Monitor quarterly compliance with IRS diversification tests and prospectus
investment restrictions.
o Coordinate all Blue Sky registration or renewal functions of the Funds in
coordination with the Funds' in-house personnel or agent.
o Calculate performance data.
o Coordinate and supervise the preparation and filing of the Funds' tax
returns.
o Advise the Company and its Board on administrative matters concerning the
Funds.
