EX 99.h.1.a
ADMINISTRATION CONTRACT
Contract made as of May 21, 2001 between THE XXXXXXX FUNDS, a
Delaware business trust ("Trust"), and BRINSON ADVISORS, INC. ("Xxxxxxx
Advisors"), a Delaware corporation registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, and as a broker-dealer under
the Securities Exchange Act of 1934, as amended ("1934 Act"),
WHEREAS the Trust is registered under the Investment Company
Act of 1940, as amended ("1940 Act"), as an open-end management investment
company, and currently has multiple distinct series of shares of beneficial
interest, which correspond to distinct portfolios and have been designated as
the funds listed on Exhibit A, as it may be amended from time to time (each a
"Fund" and, collectively, "Funds"); and
WHEREAS the Trust desires to retain Xxxxxxx Advisors as
administrator to furnish certain administrative services to the Trust with
respect to the Funds, and Xxxxxxx Advisors is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Xxxxxxx Advisors as
administrator of the Trust and each Fund for the period and on the terms set
forth in this Contract. Xxxxxxx Advisors accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. DUTIES AS ADMINISTRATOR. Xxxxxxx Advisors shall furnish, at
its own expense, the executive, supervisory and clerical personnel necessary in
order to administer the affairs of the Trust and each Fund subject to the
supervision of the Trust's Board of Trustees ("Board"). In carrying out the
terms of this Contract, Xxxxxxx Advisors shall:
(a) provide office space, equipment and facilities
(which may be Xxxxxxx Advisors' or its affiliates') for maintaining the
Trust's organization, for meetings of the Trust's Board and shareholders,
and for performing administrative services hereunder;
(b) supervise and manage all aspects of the Funds' operations
(other than investment advisory activities), assist in the selection of and
supervise relations with, and monitor the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary and desirable by the Board;
(c) provide certain internal clerical and legal services, and
stationery and office supplies;
(d) provide accounting services, including:
1) determining and arranging for the publication of the
net asset value of each Fund;
2) preparing financial information for presentation
to the Trust's Board;
3) preparing and monitoring the Trust's annual expense
budget, and establishing daily accruals;
4) calculating contractual expenses and coordinating
payment of Fund expenses;
5) calculating periodic dividend rates to be declared in
accordance with guidelines and supervising the Trust's transfer agent with
respect to the payment of dividends and other distributions to
shareholders;
6) calculating total return (and, if applicable, yield)
information as described in the current prospectuses and statement of
additional information;
7) coordinating audit packages for use by independent
public accountants;
8) responding to regulatory audits;
(e) provide non-investment related statistical and research
data and such other reports, evaluations and information as the Funds may
request from time to time;
(f) monitor each Fund's compliance with the current
registration statement, the 1940 Act, the Internal Revenue Code and other
applicable laws and regulations;
(g) prepare, to the extent requested by the Trust, and
coordinate with Trust's counsel, prospectuses, statements of additional
information, registration statements, proxy statements and annual and
semi-annual reports to shareholders;
(h) arrange for the printing and mailing (at the Funds'
expense) of an annual list of shareholders, proxy statements and other
reports or other materials provided to the Funds' shareholders;
(i) supervise and facilitate the solicitation of proxies
solicited by the Trust for all shareholder meetings, including the
tabulation process for shareholder meetings;
(j) support outside auditors in preparing and filing all the
Funds' federal and state tax returns and required tax filings;
(k) prepare periodic reports to and filings with the
Securities and Exchange Commission (the "SEC") and state Blue Sky
authorities with the advice of the Funds' counsel;
(l) maintain the Trust's existence, and during such times as
the shares of the Funds are publicly offered, maintain the registration and
qualification of the Funds' shares under federal and state law;
(m) coordinate the Trust's board meeting schedule, initiate
the agenda and coordinate production of board meeting materials;
(n) provide individuals acceptable to the Trustees for
nomination, appointment, or election as officers of the Trust, who will be
responsible for the management of certain of the Trust's affairs as
determined by the Trustees;
(o) keep and maintain the financial accounts and records of
the Funds;
(p) analyze and propose changes to shareholder services
designed to enhance the value or convenience of the Funds as an investment
vehicle;
(q) obtain and keep in effect fidelity bonds and directors
and officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940
Act as such bonds and policies are approved by the Trust's Board of
Trustees;
(r) provide the Board on a regular basis with reports and
analyses of each Fund's operations and the operations of comparable
investment companies; and
(s) take any other actions which appear to Xxxxxxx Advisors
and the Board necessary to carry into effect the purposes of this Contract.
3. FURTHER DUTIES. In all matters relating to the performance
of this Contract, Xxxxxxx Advisors will act in conformity with the Agreement and
Declaration of Trust, By-Laws, and registration statement of the Trust and with
the instructions and directions of the Board and will comply with the
requirements of the 1940 Act, the rules thereunder, and all other applicable
federal and state laws and regulations.
4. DELEGATION OF XXXXXXX ADVISORS' DUTIES AS ADMINISTRATOR.
With respect to any or all Funds, Xxxxxxx Advisors may enter into one or more
contracts ("Sub-Administration Contract") with one or more sub-administrators in
which Xxxxxxx Advisors delegates to such sub-administrators any or all of its
duties specified in Paragraph 2 of this Contract, provided that each
Sub-Administration Contract imposes on the sub-administrator bound thereby all
the corresponding duties and conditions to which Xxxxxxx Advisors is subject by
Paragraph 2 of this Contract and all the duties and conditions of Paragraph 3 of
this Contract.
5. SERVICES NOT EXCLUSIVE. The services furnished by Xxxxxxx
Advisors hereunder are not to be deemed exclusive and Xxxxxxx Advisors shall be
free to furnish similar services to others so long as its services under this
Contract are not impaired thereby or unless otherwise agreed to by the parties
hereunder in writing. Nothing in this Contract shall limit or restrict the right
of any director, officer or employee of Xxxxxxx Advisors, who may also be a
Trustee, officer or employee of the Trust, to engage in any other business or to
devote his or her
time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
6. EXPENSES.
(a) During the term of this Contract, each Fund will bear all
expenses, not specifically assumed by Xxxxxxx Advisors, incurred in its
operations and the offering of its shares.
(b) Expenses borne by each Fund will include but not be
limited to the following (or each Fund's proportionate share of the
following): (i) fees payable to and expenses incurred on behalf of the Fund
by Xxxxxxx Advisors under this Contract; (ii) expenses of organizing the
Trust and the Fund; (iii) filing fees and expenses relating to the
registration and qualifications of the Fund's shares and the Trust under
federal and/or state securities laws and maintaining such registration and
qualifications; (iv) fees and salaries payable to the Trust's Trustees and
officers who are not interested persons of the Trust or Xxxxxxx Advisors;
(v) all expenses incurred in connection with the Trustees' services,
including travel expenses; (vi) taxes (including any income or franchise
taxes) and governmental fees; (vii) costs of any liability, uncollectible
items of deposit and other insurance and fidelity bonds; (viii) any costs,
expenses or losses arising out of a liability of or claim for damages or
other relief asserted against the Trust or Fund for violation of any law;
(ix) legal, accounting and auditing expenses, including legal fees of
special counsel for those Trustees of the Trust who are not interested
persons of the Trust; (x) charges of custodians, transfer agents and other
agents; (xi) costs of preparing share certificates; (xii) expenses of
setting in type and printing prospectuses and supplements thereto,
statements of additional information and supplements thereto, reports and
proxy materials for existing shareholders; (xiii) costs of mailing
prospectuses and supplements thereto, statements of additional information
and supplements thereto, reports and proxy materials to existing
shareholders; (xiv) any extraordinary expenses (including fees and
disbursements of counsel, costs of actions, suits or proceedings to which
the Trust is a party and the expenses the Trust may incur as a result of
its legal obligation to provide indemnification to its officers, Trustees,
agents and shareholders) incurred by the Trust or Fund; (xv) fees,
voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (xvi) cost of mailing and
tabulating proxies and costs of meetings of shareholders, the Board and any
committees thereof; (xvii) the cost of investment company literature and
other publications provided by the Trust to its Trustees and officers;
(xviii) costs of mailing, stationery and communications equipment; (xix)
expenses incident to any dividend, withdrawal or redemption options; (xx)
charges and expenses of any outside pricing service used to value portfolio
securities; (xxi) interest on borrowings of the Trust; and (xxii) fees or
expenses related to license agreements with respect to securities indices.
(c) The Trust or a Fund may pay directly any expenses
incurred by it in its normal operations and, if any such payment is
consented to by Xxxxxxx Advisors and acknowledged as otherwise payable by
Xxxxxxx Advisors pursuant to this Contract, the Fund may reduce the fee
payable to Xxxxxxx
Advisors pursuant to Paragraph 7 thereof by such amount. To the extent that
such deductions exceed the fee payable to Xxxxxxx Advisors on any monthly
payment date, such excess shall be carried forward and deducted in the same
manner from the fee payable on succeeding monthly payment dates.
(d) Xxxxxxx Advisors will assume the cost of any compensation
for services provided to the Trust received by the officers of the Trust
and by those Trustees who are interested persons of the Trust.
(e) The payment or assumption by Xxxxxxx Advisors of any
expenses of the Trust or a Fund that Xxxxxxx Advisors is not required by
this Contract to pay or assume shall not obligate Xxxxxxx Advisors to pay
or assume the same or any similar expense of the Trust or a Fund on any
subsequent occasion.
7. COMPENSATION.
(a) For the services provided and the expenses assumed
pursuant to this Contract, each Fund will pay to Xxxxxxx Advisors a fee,
computed daily and paid monthly, at an annual rate of 0.075% of average
daily net assets of such Fund. No Fund shall be responsible for payment
owed by any other Fund.
(b) The fee shall be computed daily and paid monthly to
Xxxxxxx Advisors on or before the first business day of the next succeeding
calendar month.
(c) If this Contract becomes effective or terminates before
the end of any month, the fee for the period from the effective day to the
end of the month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such
effectiveness or termination occurs.
8. LIMITATION OF LIABILITY OF XXXXXXX ADVISORS. Xxxxxxx
Advisors shall not be liable for any error of judgment or mistake of law or for
any loss suffered by any Fund, the Trust or any of its shareholders, in
connection with the matters to which this Contract relates, except to the extent
that such a loss results from negligence, willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Contract. Any person,
even though also an officer, director, employee, or agent of Xxxxxxx Advisors,
who may be or become an officer, Trustee, employee or agent of the Trust shall
be deemed, when rendering services to any Fund or the Trust or acting with
respect to any business of such Fund or the Trust, to be rendering such service
to or acting solely for the Fund or the Trust and not as an officer, director,
employee, or agent or one under the control or direction of Xxxxxxx Advisors
even though paid by it.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF
THE TRUST. No Trustee, shareholder, officer, employee or agent of any Fund shall
be liable for any obligations of any Fund or the Trust under this Contract, and
Xxxxxxx Advisors agrees that, in asserting any rights or claims under this
Contract, it shall look only to the assets and property of the Trust in
settlement of such right or claim, and not to any Trustee, shareholder, officer,
employee or agent. Moreover, this Contract shall be deemed to create a separate
agreement with the Trust acting on behalf of its respective series listed on
Exhibit A hereto, as though the Trust had separately executed an identical
agreement for all of its respective series. For each reference in this
Agreement to Trust shall be deemed a reference solely to the particular series
to which the provision relates. In no circumstances shall the rights,
obligations or remedies with respect to a particular series constitute a right,
obligation or remedy applicable to any other series.
10. CONFIDENTIALITY. Xxxxxxx Advisors shall have the right to
use any list of shareholders of the Fund or any other list of investors which it
obtains in connection with its provision of services under this Contract;
provided, however, that Xxxxxxx Advisors shall not sell or knowingly provide
such list or lists to any unaffiliated person. Xxxxxxx Advisors agrees on behalf
of itself and its employees to treat confidentially all records and other
information relative to the Trust and the Funds and its prior, present or
potential shareholders. In accordance with Section 248.11 of Regulation S-P (17
CFR 248.1-248.30) ("Reg S-P"), Xxxxxxx Advisors will not directly, or indirectly
through an affiliate, disclose any non-public personal information, as defined
in Reg S-P, received from the Fund to any person that is not affiliated with the
Fund or with Xxxxxxx Advisors and provided that any such information disclosed
to an affiliate of Xxxxxxx Advisors shall be under the same limitations of
non-disclosure.
11. EQUIPMENT FAILURES. In the event of equipment failures
beyond Xxxxxxx Advisors' control, Xxxxxxx Advisors shall, at no additional
expense to the Trust, take reasonable steps to minimize service interruptions
but shall have no liability with respect thereto. Xxxxxxx Advisors shall develop
and maintain a plan for recovery from equipment failures which may include
contractual arrangements with appropriate parties making reasonable provision
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available.
12. CERTAIN RECORDS. Xxxxxxx Advisors shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by Xxxxxxx Advisors on
behalf of the Trust shall be prepared and maintained at the expense of Xxxxxxx
Advisors, but shall be the property of the Trust and will be made available to
or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such
records by another party, Xxxxxxx Advisors shall notify the Trust and follow the
Trust's instructions as to permitting or refusing such inspection; provided that
Xxxxxxx Advisors may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify Xxxxxxx Advisors against such liability.
13. TERMINATION. This Contract shall become effective upon the
date hereinabove written and may be terminated at any time, with respect to any
Fund without the payment of any penalty, by vote of the Board or by vote of a
majority of a Fund's outstanding voting securities or on sixty days' written
notice to Xxxxxxx Advisors or by Xxxxxxx Advisors at any time, without the
payment of any penalty, on sixty days' written notice to the Trust. Termination
of this Contract with respect to any given Fund shall in no way affect the
continued validity of this Contract or the performance thereunder with respect
to any other Fund.
14. AMENDMENT OF THIS CONTRACT. No provision of this Contract
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
15. GOVERNING LAW. This Contract shall be construed in
accordance with the laws of the State of New York, without giving effect to the
conflicts of laws principles thereof, and in accordance with the 1940 Act,
provided, however, that Section 9 above will be construed in accordance with the
laws of the State of Delaware. To the extent that the applicable laws of the
State of New York or the State of Delaware conflict with the applicable
provisions of the 1940 Act, the latter shall control.
16. MISCELLANEOUS. The captions in this Contract are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "interested person," "investment adviser," "majority of outstanding
voting securities" and "prospectus," shall have the same meaning as such terms
have in the 1940 Act, subject to such exemption as may be granted by the
Securities and Exchange Commission by any rule, regulation or order. Where the
effect of a requirement of the 1940 Act reflected in any provision of this
contract is relaxed by a rule, regulation or order of the Securities and
Exchange Commission, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated as of the day and year
first above written.
XXXXXXX ADVISORS, INC. XXXXXXX ADVISORS, INC.
By: /s/ XXXXXX X. XXXXXXXXX By: /s/ XXXX X. XXXXXX
------------------------------------------ ------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxx
Title: Executive Director and Title: Executive Director
Chief Financial Officer
THE XXXXXXX FUNDS THE XXXXXXX FUNDS
By: /s/ XXX X. DOBERMAN By: /s/ XXXX X. XXXXXXXX
--------------------- --------------------
Name: Xxx X. Doberman Name: Xxxx X. Xxxxxxxx
Title: Vice President and Secretary Title: Vice President and Treasurer
EXHIBIT A
1. Global Balanced Fund
2. Global Equity Fund
3. Global Technology Fund
4. Global Biotech Fund
5. Global Bond Fund
6. U.S. Balanced Fund
7. U.S. Equity Fund
8. U.S. Value Equity Fund
9. U.S. Large Cap Equity Fund
10. U.S. Large Cap Growth Fund
11. U.S. Small Cap Equity Fund
12. U.S. Small Cap Growth Fund
13. U.S. Real Estate Equity Fund
14. U.S. Bond Fund
15. High Yield Fund
16. Emerging Markets Debt Fund
17. International Equity Fund
18. Emerging Markets Equity Fund
