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Ex-99.g(2)
ADMINISTRATION AGREEMENT
AGREEMENT made this 12th day of October, 1989 by and between
Xxxxxxx Xxxxx Prime Fund, Inc., a Maryland corporation (the
"Fund"), and Xxxxxxx Xxxxx Asset Management, Inc., a Delaware
corporation ("MLAM" or the "Administrator");
W I T N E S S E T H
WHEREAS, the Fund intends to engage in business as a closed-
end, non-diversified, management investment company and is
registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund and MLAM are entering into an investment
advisory agreement (the "Investment Advisory Agreement") pursuant
to which MLAM will provide investment advice to the Fund and be
responsible for the portfolio management of the Fund; and
WHEREAS, the Fund desires to retain MLAM to render
administrative services in the manner and on the terms and
conditions hereafter set forth; and
WHEREAS, MLAM desires to be retained to perform services on
said terms and conditions.
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NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the Fund and MLAM agree as
follows:
1. Duties of the Administrator. The Fund hereby retains
MLAM to act as administrator of the Fund, subject to the
supervision and direction of the Board of Directors of the Fund,
as hereinafter set forth. MLAM shall perform or arrange for the
performance of the administrative services (i.e., services other
than investment advice and related portfolio activities) necessary
for the operation of the Fund and, without limiting the generality
of the foregoing, shall (i) prepare and file reports and other
documents required by U.S. Federal, state and other applicable
laws and regulations and by stock exchanges on which Fund shares
are listed; (ii) prepare proxy materials and periodic reports to
Fund shareholders; (iii) respond to inquiries from Fund
shareholders; (iv) calculate, or arrange for the calculation of,
the net asset value of the Fund's shares (it being understood that
the Fund will reimburse the Administrator for its costs in
providing such accounting services to the Fund); (v) oversee the
performance of administrative and professional services rendered
to the Fund by others, including its custodian, transfer agent,
dividend disbursing agent and shareholder servicing agent, as well
as accounting, auditing and other services; (vi) provide the Fund
with the services of persons competent to perform such
administrative and clerical functions as are necessary to provide
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effective operation of the Fund, and (vii) provide the Fund with
administrative office and data processing facilities.
2. Expenses of the Administrator. MLAM assumes and shall
pay for maintaining the staff and personnel necessary to perform
its obligations under this Agreement, and shall at its own
expense, provide office space, facilities, equipment and necessary
personnel which it is obligated to provide under paragraph 1
hereof, except that the Fund shall pay the expenses of legal
counsel retained by MLAM as may be necessary or appropriate for
the MLAM's performance of its duties and responsibilities under
this Agreement. All other expenses of the Fund shall be paid as
set forth in the Investment Advisory Agreement.
3. Compensation of the Administrator. For the services
rendered to the Fund by MLAM pursuant to this Agreement, the Fund
shall pay to the Administrator a monthly fee at an annual rate of
0.25 of 1% of the Fund's average daily net assets as determined
and computed in accordance with the description of the
determination of net asset value contained in the Prospectus of
the Fund. Such fee shall be payable in arrears on the last day of
each calendar month for services performed hereunder during such
month. If the Fund's initial registration statement is declared
effective by the Securities and Exchange Commission after the
beginning of a month or this agreement terminates prior to the end
of a month, such fee shall be prorated according to the proportion
which such portion of the month bears to the full month.
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4. Limitation of Liability of the Administrator.
Indemnification.
(a) The Administrator shall not be liable to the Fund 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. Nothing herein contained shall be
construed to protect the Administrator against any liability to
the Fund, its shareholders or any sub-investment adviser to which
the Administrator shall otherwise be subject by reasons 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 Fund
or of its own counsel, at the expense of the Fund, and 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 Fund 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 connection with the performance of its duties
hereunder, except such as may arise from the Administrator's
willful misfeasance, bad faith, gross negligence in the
performance of its duties or by reckless disregard of its
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obligations and duties hereunder. Such expenses shall be paid by
the Fund in advance of the final disposition of such matter upon
invoice by the Administrator and receipt by the Fund of an
undertaking from the Administrator to repay such amounts if it
shall ultimately be established that the Administrator is not
entitled to indemnification hereunder by virtue of the
Administrator's willful misfeasance, bad faith, gross negligence
in the performance of its duties or by reckless disregard of its
obligations and duties hereunder.
(d) As used in this Paragraph 4, the term "Administrator"
shall include any affiliates of the Administrator performing
services for the Fund 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 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 Fund or the Administrator, on sixty
days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
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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 Fund 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 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.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
XXXXXXX XXXXX PRIME FUND, INC.
By: /s/ XXXXXX XXXXXX
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Attest:
By /s/ XXXXXX XXXXXX
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Secretary
XXXXXXX XXXXX ASSET MANAGEMENT, INC.
By: /s/ XXXXX X. XXXXX
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Attest:
By /s/ XXXXXX X. XXXXXXXX
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Secretary
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