ADMINISTRATION AGREEMENT
This Administration Agreement is made this 29th day of September,
2000, by and between Baird Funds, Inc., a Wisconsin corporation (the
"Corporation"), and Xxxxxx X. Xxxxx & Co. Incorporated, a Wisconsin corporation
(the "Administrator").
WITNESSETH:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company registered as such under the Investment Company
Act of 1940, as amended (the "Act"); and
WHEREAS, the Administrator desires to provide administrative and
supervisory services to investment companies and to the Fund(s) listed on
Exhibit A, as amended from time to time (each a "Fund" and collectively the
"Funds") in the manner and on the terms hereinafter set forth; and
WHEREAS, the Corporation desires to retain the Administrator to render
supervisory and corporate administrative services to the Funds.
NOW, THEREFORE, in consideration of the premises and the terms and
provisions hereinafter set forth, the parties hereto agree as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Corporation hereby employs the
Administrator to administer the affairs of the Fund subject to the direction of
the Board of Directors and the officers of the Corporation, for the period and
on the terms hereinafter set forth. The Administrator hereby accepts such
employment and agrees during such period to render the services or provide for
the provision of such services and to assume the obligations herein set forth
for the compensation herein provided.
2. OBLIGATIONS OF THE ADMINISTRATOR. The Administrator, at its expense,
shall supply the Board of Directors and officers of the Corporation with all
statistical information and reports reasonably required by it and reasonably
available to the Administrator and furnish the Fund with office facilities,
including space, furniture and equipment and all personnel reasonably necessary
for the operation of the Fund. The Administrator shall oversee the maintenance
of all books and records with respect to the Fund's securities transactions in
accordance with all applicable federal and state laws and regulations. In
compliance with the requirements of Rule 31a-3 under the Act, the Administrator
hereby agrees that any records it maintains for the Fund are the property of the
Fund and further agrees to surrender promptly to the Fund any of such records
upon the Fund's request. The Administrator further agrees to arrange for the
preservation of the records required to be maintained by Rule 31a-1 under the
Act for the periods prescribed by Rule 31a-2 under the Act.
3. EXPENSES OF THE FUND. The Administrator assumes and shall pay for
maintaining its staff and personnel, and shall at its own expense provide the
equipment, office space and facilities necessary to perform its obligations
under this Agreement. In addition, the Administrator assumes and shall pay all
other expenses of the Fund, including, without limitation: insurance, taxes,
expenses for legal and auditing services, costs of printing proxies, stock
certificates and prospectuses (except to the extent paid by the investment
advisor pursuant to the Investment Advisory Agreement by and between the parties
hereto dated September 29, 2000), the insurance required by Section 17(g) of the
Act, charges of a custodian for safekeeping of the Fund's securities, Securities
and Exchange Commission fees, expenses of registering the shares of the Fund
under Federal and state securities laws, fees and expenses of directors who are
not interested persons of the Fund, accounting and pricing costs (including the
daily calculation of net asset value), and other expenses properly payable by
the Fund, specifically excluding borrowing costs, brokerage costs, litigation
and other extraordinary or non-recurring expenses.
4. COMPENSATION. As compensation for the services rendered, the
facilities furnished and the expenses assumed by the Administrator, the Fund
shall pay to the Administrator at the end of each calendar month a fee at the
annual rate of 0.05% of the Fund's average daily net assets as determined and
computed in accordance with the description of the method of determination of
net asset value contained in the Fund's Prospectus and Statement of Additional
Information.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund hereunder are not to be deemed exclusive and the Administrator shall
be free to render similar services to others. Subject to, and in accordance with
the Articles of Incorporation and By-Laws of the Fund and Section 10(a) of the
Act, it is understood that directors, officers, agents and beneficial holders of
the Fund are or may be "interested persons" (as defined in the Act) of the
Administrator or its affiliates, and that directors, officers, agents or
shareholders of the Administrator or its affiliates are or may be "interested
persons" of the Fund as beneficial holders or otherwise.
6. LIABILITIES OF THE ADMINISTRATOR. 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 liable to the Fund or to any beneficial holder of the Fund for any act or
omission in the course of, or in connection with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of any
security.
7. RENEWAL. The term of this Agreement shall commence on the date
hereof and shall continue in effect for a period of two years and is renewable
thereafter for successive one year periods if such continuance is approved at
least annually by (i) the Fund's Board of Directors, or by a vote of the holders
of a majority of the outstanding voting securities of the Fund, and (ii) a
majority of the Directors who are not parties to the Agreement or "interested
persons" (as defined in the Act) of any such party cast in person at a meeting
called for the purpose of voting on such approval.
8. TERMINATION. This Agreement (i) may be terminated at any time
without the payment of any penalty either by vote of the Board of Directors of
the Fund, or by vote of a majority of the outstanding voting securities of the
Fund, on 60 days written notice to the Administrator and (ii) may be terminated
at any time by the Administrator on 60 days written notice to the Fund.
9. AMENDMENTS. This Agreement may be amended by the parties only if
such amendment is specifically approved by (i) the Board of Directors of the
Fund, or by a vote of the holders of a majority of the outstanding voting
securities of the Fund, and (ii) a majority of those trustees of the Fund who
are not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on such approval.
10. NOTICES. Any and all notices or other communications required or
permitted under this Agreement shall be in writing and shall be deemed
sufficient when mailed by United States certified mail, return receipt
requested, or delivered in person against receipt to the party to whom it is to
be given, at the address of such party set forth below:
If to the Administrator:
Xxxxxx X. Xxxxx & Co. Incorporated
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
If to the Fund:
Baird Funds, Inc.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
or to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 10.
11. SEVERABILITY. If any provision of this Agreement is invalid,
illegal or unenforceable, the balance of this Agreement shall remain in full
force and effect and this Agreement shall be construed in all respects as if
such invalid, illegal or unenforceable provision were omitted.
12. HEADINGS. Any paragraph headings in this Agreement are for
convenience of reference only, and shall be given no effect in the construction
and interpretation of this Agreement or any provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first written above.
BAIRD FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx
Title: Secretary
XXXXXX X. XXXXX & CO. INCORPORATED
By: /s/ Xxxx X. Xxxxxxxx
Title: Secretary
