EXHIBIT H1
EX-99.(h)(1)
AMENDMENT TO ADMINISTRATION AGREEMENT
AMENDMENT TO ADMINISTRATION AGREEMENT, effective as of December 31, 2005,
by and between XXXXXX XXXX GLOBAL EQUITY FUND, INC., a corporation organized
under the laws of the state of Maryland (the "Fund"), and INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund and the Bank entered into an Administration Agreement
dated July 1, 2004, as amended from time to time (the "Administration
Agreement"); and
WHEREAS, the Fund and Bank desire to amend the Administration Agreement
as set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein, the
parties agree as follows:
1. Amendments.
(a) Section 5(d) of the Administration Agreement is hereby amended by
deleting such Section 5(d) in its entirety and by inserting in lieu thereof, the
following:
(d) In the case of the following transactions, not in the
ordinary course of business, namely, the merger of a series of the
Fund into or the consolidation of a series of the Fund with
another investment company or series thereof, the sale by a series
of the Fund of all, or substantially all, of its assets to another
investment company or series thereof, or the liquidation or
dissolution of a series of the Fund and distribution of its
assets, upon the payment of the fees, disbursements and expenses
of the Bank through the then remaining term of this Agreement and
the payment of any expenses or other payments to or on behalf of
the Fund, the Bank will complete all actions reasonably necessary
to implement such merger, consolidation, or sale upon the order of
the Fund set forth in an Officers' Certificate, accompanied by a
certified copy of a resolution of the Board authorizing any of the
foregoing transactions. Upon completion of such actions and the
payment of all such fees, disbursements and expenses of the Bank,
this Agreement will terminate and the Bank and the Funds shall be
released from any and all obligations hereunder, provided however
that each party's responsibilities hereunder pursuant to Section 6
shall continue with respect to any actions or omissions occurring
prior to such termination.
(b) Section 7(a) of the Administration Agreement is hereby amended by
deleting the lead in paragraph of such Section 7(a) in its entirety and by
inserting in lieu thereof, the following:
(a) The term of this Agreement shall run from the date hereof
through and including December 31, 2010 (the "Initial Term"),
unless earlier terminated as provided herein. After the expiration
of the Initial Term, the term of this Agreement shall
automatically renew for successive one-year terms (each a "Renewal
Term") unless notice of non-renewal is delivered by the
non-renewing party to the other party no later than ninety days
prior to the expiration of any Renewal Term, as the case may be.
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EXHIBIT H1
(c) The Administration Agreement is hereby amended by inserting the
following new Section 11:
11. Sarbanes Oxley and Rule 38a-1 Compliance
The Bank agrees to assist the Fund and the Fund's Officers,
which shall include the Chief Compliance Officer ("CCO"), in
complying with the Fund's obligations under Sarbanes Oxley and
Rule 38a-1 under the 1940 Act ("Rule 38a-1"), including but not
limited to: (a) periodically providing the Fund with information
reasonably requested by the Fund's Officers and/or CCO about, and
any available independent third-party reports on, the Bank's Rule
38a-1 compliance program ("Bank's Compliance Program"); (b)
reporting any material deficiencies in the Bank's Compliance
Program or the Bank's controls and procedures relating to the
preparation of the Fund's financial statements to the Fund's
Officers and/or CCO within a reasonable time period, provided that
the Fund's Officers and/or CCO would be notified promptly of any
material deficiencies in the Bank's Compliance Program or the
Bank's controls and procedures relating to the preparation of the
Fund's financial statements that have effected the Fund's N-CSR or
N-Q filings or have had a material impact on the Fund; (c)
reporting any material changes to the Bank's Compliance Program or
material changes to internal controls related to financial
reporting for clients to the Fund within a reasonable time period,
and (d) providing the Fund with such periodic certifications
regarding the foregoing as may reasonably be requested by the
Fund's Officers and/or CCO, or as required by law and (e)
providing the Fund with a legal or compliance senior level officer
to assist in providing general oversight and monitoring of the
Bank's Compliance Program as a vendor pursuant to Rule 38 a-1 and
serve as a central point of contact and general liaison to the
CCO. In this regard, the Bank shall use reasonable efforts to make
available information, including information on the Bank's
internal controls and procedures, reasonably required by the
Fund's Officers and or CCO to allow the Fund to comply with the
requirements of relevant rules, regulations and guidance regarding
the duties of the Fund, its Officers and its Board of Directors.
(d) Appendix A to the Agreement is hereby amended by deleting such
Appendix A in its entirety and inserting in lieu thereof Appendix A as attached
hereto.
2. MISCELLANEOUS.
a) Except as amended hereby, the Administration Agreement shall
remain in full force and effect.
b) This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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EXHIBIT H1
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective duly authorized
officers as of the day and year first written above.
XXXXXX XXXX GLOBAL EQUITY FUND, INC.
Accepted and approved by: /s/ Xxxx Xxxxxxxx
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Print Name: Xxxx Xxxxxxxx
Title: CEO, Xxxxxx Xxxx Global Equity Fund, Inc.
Date: 10/18/05
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Accepted and approved by: /s/ Xxxxx Xxxxxx
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Print Name: Xxxxx Xxxxxx
Title: CFO, Xxxxxx Xxxx Global Equity Fund, Inc.
Date: 10/18/05
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INVESTORS BANK & TRUST COMPANY
Accepted and approved by: /s/ Xxxx X. Xxxxxxx
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Print Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Chief Financial Officer
Investors Bank & Trust Company
Date: 10/18/05
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