EXHIBIT (h)
AMENDED
AND RESTATED
ADMINISTRATION AGREEMENT
AGREEMENT made this 31st day of August, 1999 by and between ▇▇▇▇▇▇▇▇
Partners Funds, Inc., a series investment company (hereinafter called the
"Company") consisting of two series, the ▇▇▇▇▇▇▇▇ Partners Strategy Fund (the
"Strategy Fund") and the ▇▇▇▇▇▇▇▇ Partners Capital Value Fund (the "Capital
Value Fund") (the Strategy Fund and the Capital Value Fund are hereinafter
jointly referred to as the "Funds"), and Princeton Administrators, L.P. a
Delaware limited partnership (hereinafter called the "Administrator");
W I T N E S S E T H
WHEREAS, the Company and the Administrator have amended the
Administration Agreement a number of times, it was desirable to enter into an
Amended and Restated Administration Agreement containing all the terms in one
document; and
WHEREAS, the Company desires to continue to retain the Administrator to
render certain administrative services for the Strategy Fund in the manner and
on the terms and conditions hereafter set forth; and
WHEREAS, the Company desires also to retain the Administrator to render
certain administrative services for the Capital Value Fund in the manner and on
the terms and conditions hereinafter set forth; and
WHEREAS, the Administrator desires to be retained to perform services
on said terms and conditions.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the Company and the Administrator agree as
follows:
1. Duties of the Administrator. The Company hereby retains the
Administrator to act as administrator of the Funds, subject to the supervision
and direction of the Board of Directors of the Company, as hereinafter set
forth. The Administrator shall perform or arrange for the performance of the
following administrative services and clerical services: (i) maintain and keep
the books and records of the Funds; (ii) prepare and file reports and other
documents required by U.S. Federal, state, and other applicable laws and
regulations to maintain the Funds' registrations as separate portfolios of an
open-end investment company; (iii) prepare proxy materials and periodic reports
1
to the Funds' shareholders; (iv) provide reports and periodic information
regarding the Funds to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Service Agent representatives; (v)
calculate, or arrange for the calculation of, the net asset value of the Funds'
shares; (vi) oversee the performance of administrative and professional services
rendered to the Funds by others, including their respective custodians,
registrar, transfer agent, dividend disbursing agent and dividend reinvestment
plan agent, as well as accounting, auditing and other services; (vii) provide
the Funds with the services of persons competent to perform such administrative
and clerical functions as are necessary to provide effective operation of the
Funds; and (viii) provide the Funds with administrative office and data
processing facilities. The Company agrees to cause the transfer agent, the
custodian and Investment Adviser to deliver, on a timely basis, such information
to the Administrator as may be necessary or appropriate for the Administrator's
performance of its duties and responsibilities hereunder, including but not
limited to, records of purchases and redemptions of shares of the Funds, records
of transactions, assistance in valuation of investments in United States dollars
(which may be based on information provided by a pricing service) and
information or materials for the shareholder reports and expenses borne by the
Funds and the Administrator shall be entitled to rely on the accuracy and
completeness of such information in performing its duties hereunder.
2. Expenses of the Administrator. The Administrator will bear all
expenses necessary to perform its obligations under this Agreement, except that
the Company shall pay reasonable travel expenses of persons who perform
administrative, clerical and bookkeeping functions on behalf of the Company. The
Company and the Investment Adviser assume and shall pay or cause to be paid all
other expenses of the Company as set forth in the Investment Advisory
Agreements. The expenses of the legal counsel and accounting experts retained by
the Administrator, subject to approval of an officer of the Fund which shall not
be unreasonably withheld, after consulting with the Company's counsel and
independent auditors, as may be necessary or appropriate for the Administrator's
performance of its duties and responsibilities under this Agreement are deemed
expenses of, and shall be paid by, the Company.
3. Compensation of the Administrator. For the services rendered to the
Funds by the Administrator pursuant to this Agreement, the Company shall pay to
the Administrator on the first business day of each calendar month a separate
fee on behalf of each Fund for the previous month at an annual rate equal to the
greater of (i) $125,000 per annum (for each Fund), or (ii) an annual rate equal
to 0.25% of each of the Fund's average daily net assets up to U.S. $100 million,
0.225% of each of the Fund's average daily net assets on the next U.S. $100
million, 0.20% of each of the Fund's average daily net assets on the next U.S.
$400 million and 0.175% of each of the Fund's average daily net assets in excess
of U.S. $600 million. For the purposes of determining fees payable to the
Administrator, the value of each of the Fund's net assets shall be computed at
the times and in the manner specified in the Funds' registration statement on
Form N-1A, as amended from time to time (the "Registration Statement"). Upon
termination of this Agreement before the end of a month, the fee for such part
2
of that month shall be pro-rated according to the proportion that such period
bears to the full monthly period and shall be payable within seven (7) days
after the date of termination of this Agreement.
4. Limitation of Liability of the Administrator; Indemnification.
(a) The Administrator shall exercise its best judgment in rendering its
services pursuant to this Agreement. The Administrator shall not be liable to
the Company or the Investment Adviser for any error of judgment or mistake of
law or for any loss arising out of any act or omission by the Administrator in
the performance of its duties hereunder. In addition, the Administrator shall
not be liable to the company or the Investment Adviser for any loss arising out
of any act or omission by the Dreyfus Corporation in the performance of its
duties as the previous administrator of the Capital Value Fund pursuant to a
Sub-Investment Advisory and Administration Agreement dated July 25, 1996 (the
"Dreyfus Agreement") between the Company, on behalf of the Capital Value Fund,
and The Dreyfus Corporation. Nothing herein contained shall be construed to
protect the Administrator against any liability to the Company, its
shareholders, the Investment Adviser or any sub-investment adviser to which the
Administrator shall otherwise by subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties, or by reckless
disregard of its obligations and duties hereunder.
(b) The Administrator may, with respect to questions of law, apply for
and obtain the advice and opinion of counsel to the Company or of its own
counsel upon approval of an officer of the Company, which shall not be
unreasonably withheld, at the expense of the Company, and with respect to the
application of generally accepted accounting principles or Federal tax
accounting principles, apply for and obtain the advice or opinion of accounting
experts at the expense of the Company. The Administrator shall be fully
protected with respect to any action taken or omitted by it in good faith in
conformity with such advice or opinion.
(c) The Company agrees to indemnify and hold harmless the Administrator
from and against all charges, claims, expenses (including legal fees) and
liabilities reasonably incurred by the Administrator in or by reason of any
action, suit, investigation or other proceeding arising out of or based upon (i)
any action actually taken or allegedly taken or omitted by the Administrator in
connection with the performance of its duties hereunder or (ii) any action
actually taken or omitted by the Dreyfus Corporation in connection with the
performance of its duties as previous administrator of the Capital Value Fund
pursuant to the Dreyfus Agreement. Notwithstanding the preceding sentence,
nothing contained herein shall protect or be deemed to protect the Administrator
against or entitle or be deemed to entitle the Administrator to indemnification
by reason of the Administrator's willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties hereunder. Such expenses shall be paid
by the Company in advance of the final disposition of such matter upon invoice
by the Administrator and receipt by the Company of an undertaking from the
3
Administrator to repay such amounts if it shall ultimately be established that
the Administrator is not entitled to payment of such expenses hereunder.
(d) As used in this Paragraph 4, the term "Administrator" shall include
any affiliates of the Administrator performing services for the Funds
contemplated hereby and directors, officers, agents and employees of the
Administrator and such affiliates.
5. Activities of the Administrator. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others.
6. Duration and Termination of this Agreement. This Agreement shall
become effective as of the date first above written, shall supersede any other
written agreement between the parties hereto, and shall remain in force until
terminated as provided herein. This Agreement may be terminated at any time,
without the payment of any penalty, by the Company or the Administrator, on
sixty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
7. Amendments of this Agreement. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Directors of the Company and such amendment is set forth in a written instrument
executed by each of the parties hereto.
8. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New York as at the
time in effect and the applicable provisions of the Investment Company Act of
1940, as amended ("1940 Act"). To the extent that the applicable law of the
State of New York, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
9. Counterparts. This Agreement may be executed by the parties hereto
in counterparts and if executed in more than one counterpart the separate
instruments shall constitute one agreement.
4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year above written.
▇▇▇▇▇▇▇▇ PARTNERS FUNDS, INC.
By
--------------------------------------------
PRINCETON ADMINISTRATORS, L.P.
By Princeton Services, Inc., General Partner
By
--------------------------------------------
5
