ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of October, 1999, between Xxxxxxxx Funds,
Inc., a Maryland corporation (the "Company"), and Fiduciary Management, Inc., a
Wisconsin corporation (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Company is registered with the Securities and Exchange
Commission under the Investment Company Act of 1940 (the "Act") as an open-end
management investment company comprising a series of five mutual funds, the
Xxxxxxxx Blue Chip Growth Fund, the Xxxxxxxx Opportunity Fund, the Xxxxxxxx U.S.
Government Bond Fund the Xxxxxxxx Money Market Fund and the Xxxxxxxx Fund; and
WHEREAS, the Company desires to retain the Administrator to perform the
following management-related services for the Xxxxxxxx Fund (the "Fund") and the
Administrator desires to perform such services for the Fund.
NOW, THEREFORE, the Company and the Administrator do mutually promise and
agree as follows:
1. Employment. The Company hereby employs the Administrator to be the
Fund's Administrator for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such employment for the compensation
herein provided and agrees during such period to render the services and to
assume the obligations herein set forth.
2. Authority and Duties of the Administrator. The Administrator shall
perform the following management-related services for the Fund:
(a) Prepare and maintain the books, accounts and other documents
specified in Rule 31a-1, under the Act in accordance with the requirements of
Rule 31a-1 and Rule 31a-2 under the Act;
(b) Calculate the Fund's net asset value in accordance with the
provisions of the Company's Articles of Incorporation and its Registration
Statement;
(c) Respond to stockholder inquiries forwarded to it by the Company;
(d) Prepare the financial statements contained in reports to stockholders
of the Fund;
(e) Prepare for execution by the Fund and file all of the Fund's federal
and state tax returns;
(f) Prepare reports to and filings with the Securities and Exchange
Commission (other than the Company's Registration Statement on Form N-1A);
(g) Prepare reports to and filings with state Blue Sky authorities;
(h) Furnish statistical and research data, clerical, accounting and
bookkeeping services and stationery and office supplies; and
(i) Keep and maintain the Fund's financial accounts and records, and
generally assist in all aspects of the Fund's operations to the extent agreed to
by the Administrator and the Company.
The Administrator shall not act, and shall not be required to act, as an
investment adviser to the Fund and shall not have any authority to supervise the
investment or reinvestment of the cash, securities or other property comprising
the Fund's assets or to determine what securities or other property may be
purchased or sold by the Fund. The Administrator shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the Company in
any way or otherwise be deemed an agent of the Company.
3. Expenses. The Administrator, at its own expense and without
reimbursement from the Company, shall furnish office space, and all necessary
office facilities, equipment and executive personnel for performing the services
required to be performed by it under the Agreement. The Administrator shall not
be required to pay any expenses of the Fund. The expenses of the Fund's
operations borne by the Fund include by way of illustration and not limitation,
directors fees paid to those directors who are not interested persons of the
Company, as defined in the Act, the professional costs of preparing and the
costs of printing registration statements required under the Securities Act of
1933 and the Act (and amendments thereto), the expense of registering its shares
with the Securities and Exchange Commission and in the various states, the
printing and distribution cost of prospectuses mailed to existing shareholders,
the cost of stock certificates (if any), director and officer liability
insurance, the printing and distribution costs of reports to stockholders,
reports to government authorities and proxy statements, interest charges, taxes,
legal expenses, association membership dues, auditing services, insurance
premiums, brokerage and other expenses connected with the execution of portfolio
securities transactions, fees and expenses of the custodian of the Fund's
assets, printing and mailing expenses and charges and expenses of dividend
disbursing agents, registrars and stock transfer agents.
4. Compensation of the Administrator. For the services to be rendered by
the Administrator hereunder, the Company through the Fund shall pay to the
Administrator an administration fee, paid monthly, based on the average net
asset value of the Fund, as determined by valuations made as of the close of
each business day of the month. The administration fee shall be 1/12 of 0.2% of
such net asset value up to and including $30,000,000 and 1/12 of 0.1% of the
average net asset value of the Fund in excess of $30,000,000. For any month in
which this Agreement is not in effect for the entire month, such fee shall be
reduced proportionately on the basis of the number of calendar days during which
it is in effect and the fee computed upon the average net asset value of the
business days during which it is so in effect.
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5. Exclusivity. The services of the Administrator to the Fund hereunder
are not to be deemed exclusive and the Administrator shall be free to furnish
similar services to others as long as the services hereunder are not impaired
thereby. During the period that this Agreement is in effect, the Administrator
shall be the Fund's sole administrator.
6. Liability. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Fund or to any shareholder of the Fund for any act or omission in the course of,
or connected with, rendering services hereunder, or for any losses that may be
sustained in the purchase, holding or sale of any security.
7. Amendments and Termination. This Agreement may be amended by the
mutual consent of the parties. This Agreement may be terminated at any time,
without the payment of any penalty, by the board of directors of the Company
upon the giving of ninety (90) days' written notice to the Administrator. This
Agreement may be terminated by the Administrator at any time upon the giving of
ninety (90) days' written notice to the Company. Upon termination of the
Agreement the Administrator shall deliver to the Company all books, accounts and
other documents then maintained by it pursuant to Section 2 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day first above written.
FIDUCIARY MANAGEMENT, INC.
(the "Administrator")
By:
President
By:
Secretary
XXXXXXXX FUNDS, INC.
(the "Company")
By:
President
By:
Secretary
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October 1, 1999
Fiduciary Management, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Gentlemen:
Pursuant to Section 2(f) of the Administration Agreement dated October 1,
1999 you are hereby authorized to perform the following ministerial services in
connection with the Xxxxxxxx Fund's (the "Fund") investment in commercial paper
master notes and repurchase agreements purchased through Firstar Bank Milwaukee,
N.A. Prior to 10:30 a.m. on each day the New York Stock Exchange is open for
trading you will review the activity account statement for the Fund for the
previous business day provided to you by Firstar Bank Milwaukee, N.A. and a list
of the securities transactions to be settled by the Fund on such date. Such list
of securities transactions will be compiled by you from information supplied to
you by the Fund's investment adviser.
After reviewing such list and statement you will subtract (the sum
obtained by adding [the purchase price and related commissions and expenses to
be paid by the Fund in connection with all purchases of securities by the Fund
to be settled on such date) to (the amounts to be paid to honor redemption
requests, if any, received by Firstar Mutual Fund Services, LLC on the previous
business day)] from [the sum obtained by adding (the proceeds to be received
from all sales of securities of the Fund to be settled on such date) to the
amounts received pursuant to all purchase orders, if any, received by Firstar
Mutual Fund Services, LLC on the previous business day)].
The Fund's investment adviser has determined that if the result of such
subtraction is a positive number, the remainder shall be invested to the extent
allowed by the Fund's prospectus in the commercial paper master notes or
repurchase agreements then offered by Firstar Bank Milwaukee, N.A. bearing the
highest rates of interest. In the event that one or more commercial paper master
notes bear the same rate of interest, the order of preference in investing shall
be based on the assets of the issuers, with the issuer having the most assets
being given the highest preference. Investments in the commercial paper master
notes of any issuer may not exceed 5% of such Fund's total assets on the date of
purchase.
The Fund's investment adviser has determined that if the result of such
subtractions is a negative number, the deficiency shall be obtained by selling
the commercial paper master notes or repurchase agreement then held by the Fund
bearing the lowest rates of interest. In the event that one or more commercial
paper master notes bear the same rate of interest, the order of preference in
selling shall be the inverse of the order set forth in the preceding paragraph.
You are instructed to notify Firstar Bank Milwaukee, N.A. each day prior
to 10:30 a.m. of the commercial paper master notes or repurchase agreement to be
purchased and sold by the Fund as determined above.
If the amount to be invested exceeds the amount which can be invested as
provided above, you will so inform the Fund's investment adviser who will tell
you how the excess should be invested.
These instructions will remain in effect unless and until you are
notified by the Fund's investment adviser to the contrary.
Very truly yours,
XXXXXXXX FUND
By _______________________
Accepted and agreed to
__________________________
FIDUCIARY MANAGEMENT, INC.
By ________________________
