ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made by and between J&B Funds, a Delaware business
trust (the "Trust") on behalf of each of its series as shown on the attached
Schedule A (each a "Fund" or collectively, the "Funds") and Xxxxx & Xxxxxx,
Inc., a Missouri corporation (the "Administrator").
R E C I T A LS
WHEREAS, the Trust is registered as an open-end diversified management
investment company under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Trust and the Administrator desire to enter into an
agreement to provide for various administrative and other services required for
the operation of the Trust on the terms and conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADMINISTRATOR
The Administrator is appointed to provide the services described in
this Agreement.
II. DUTIES OF THE ADMINISTRATOR
The Administrator shall provide the following services, except to the
extent that the Trust has engaged one or more other service providers to provide
such services:
A. Provide office space, equipment and facilities (which may belong to
the Administrator or its affiliates) for maintaining the Trust's organization,
for meetings of the Trust's Board of Trustees and shareholders, and for
performing administrative services under this Agreement;
B. Supervise and manage all aspects of the Trust's business and
affairs, and assist the Trust in selecting and coordinating the activities of
the other agents engaged by the Trust, including the Trust's shareholder
servicing agent, custodian, independent accountants and legal counsel;
C. Determine and arrange for the publication of the net asset value of
the shares of each Fund.
D. Provide non-investment related statistical and research data and
such other reports, evaluations and information as each Fund may request from
time to time;
E. Provide the services of individuals competent to perform all of each
Fund's executive, administrative and clerical functions;
F. Prepare, amend and update (with the advice of the Trust's counsel)
the Trust's Registration Statement on Form N-1A and prepare any necessary proxy
statements and all annual and semi-annual reports to shareholders;
G. Arrange for the printing and mailing of proxy statements and other
reports or materials provided to shareholders;
H. Assist in the preparation of the Trust's federal and state tax
returns and required tax filings other than those required to be made by the
Trust's other service providers;
I. Maintain the Trust's existence, and during such times as the shares
the Trust are publicly offered, maintain or arrange for the maintenance of the
registration and qualification of the shares under federal and state law;
J. Keep and maintain the financial accounts and records of the Trust;
K. Provide the Board on a regular basis with reports and analyses of
each of the Fund's operations and provide administrative support in connection
with necessary meetings of the Board and the Trust's shareholders; and
L. Provide recordkeeping services.
M. Provide transfer agent services, fund accounting and dividend
disbursing services, all as required for the operation of the Trust.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator hereby represents and warrants to the Trust that the
Administrator is duly incorporated and is in good standing under the laws of the
State of Missouri and is fully authorized to enter into this Agreement and carry
out its terms.
B. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust hereby represents and warrants to the Administrator that the
Trust has been duly incorporated and is in good standing under the laws of its
state of incorporation and is fully authorized to enter into this Agreement and
carry out its terms.
IV. CONTROL BY THE BOARD OF TRUSTEES
Any activities undertaken by the Administrator pursuant to this
Agreement on behalf of each Fund shall at all times subject to the control of
the Trust's Board of Trustees (the "Board").
V. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator
shall at all times comply with all applicable provisions of the 1940 Act; the
provisions of the Trust's Registration Statement; the provisions of the Trust's
Declaration of Trust and Bylaws; and any other applicable provisions of state or
federal law.
VI. DELEGATION OF RESPONSIBILITIES
All services to be provided by the Administrator under this Agreement
may be furnished by any directors, officers or employees of the Administrator or
the Administrator may retain the services of any other entity, including
affiliates, to provide certain administrative duties under the Administrator's
supervision.
VII. COMPENSATION
In payment for the services to be rendered by the Administrator under
this Agreement, each Fund shall pay to the Administrator an annual fee equal to
the percentage of its average daily net assets shown on Schedule B, which fee
shall be paid to the Administrator on a monthly basis. The fee payable by each
Fund shall be based on the average of the net asset values of all of the issued
and outstanding shares of each Fund as determined as at the close of each
business day of the month pursuant to the relevant governing documents and
currently effective Prospectus and Statement of Additional Information of the
Trust.
VIII. FREEDOM TO DEAL WITH THIRD PARTIES
The Administrator shall be free to render services to others similar to
those rendered under this Agreement or of a different nature except as such
services may conflict with the services to be rendered under this Agreement.
IX. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF
AGREEMENT
A. This Agreement shall become effective on ________________, 2003 and
shall continue through ____________________, 2005. After that date, it shall
continue for successive periods of one year, but only as long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of the Administrator or of
each Fund cast at a meeting called for the purpose of voting on such approval.
B. This Agreement may be terminated at any time, without the payment of
any penalty, by the Board, or by the Administrator, upon 60 days' written notice
to the other party.
C. This Agreement may be amended at any time by agreement of the
parties; provided the amendment is approved by the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of the Administrator or of each Fund cast
at a meeting called for the purpose of voting on such approval.
X. STANDARD OF CARE; INDEMNIFICATION.
A. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties under this Agreement on the part of the
Administrator, the Administrator shall not be subject to liability to the Trust
or to any shareholder for any act or omission in the course of, or connected
with, rendering services under this Agreement.
B. The Administrator agrees to indemnify the Trust with respect to any
loss, liability, judgment, cost or penalty which the Trust may directly or
indirectly suffer or incur as a result of a material breach by the Administrator
of its standard of care set forth in Section X.A. above. The Trust agrees to
indemnify the Administrator with respect to any loss, liability, judgment, cost
or penalty which the Administrator may directly or indirectly suffer or incur
arising in the course of, or connected with, rendering services under this
Agreement, except to the extent that such loss, liability, judgment, cost or
penalty was a result of a material breach by the Administrator of its standard
of care set forth in Section X.A. above.
XI. NOTICES
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
XII. INTERPRETATION; GOVERNING LAW
This Agreement shall be subject to and interpreted in accordance with
all applicable provisions of law including, but not limited to, the 1940 Act,
and the rules and regulations promulgated under the 1940 Act. To the extent that
the provisions of this Agreement conflict with any such applicable provisions of
law, the latter shall control. The laws of the State of Delaware shall otherwise
govern the construction, validity and effect of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of __________________.
J&B FUNDS
By: _________________________________
Name:
Title:
XXXXX & XXXXXX, INC.
By: _________________________________
Name:
Title:
Schedule A
J&B Small-Cap Aggressive Growth Fund
J&B Mid-Cap Aggressive Growth Fund
J&B Small-Cap International Fund
Schedule B
(executed/amended most recently ____________, 20__)
Compensation pursuant to Paragraph VII of this Agreement shall be
calculated in accordance with the following schedules:
Name of Fund Annual Fee Rate
J&B Small-Cap Aggressive Growth Fund .10%
J&B Mid-Cap Aggressive Growth Fund .10%
J&B Small-Cap International Fund .10%
ATTEST:
J&B Funds Xxxxx & Babson, Inc.
By:______________________________ By:___________________________
Name: Name:
Title: Title:
