AMENDED ADMINISTRATION AGREEMENT
OF
XXXXX XXXXXX DISCIPLINED SMALL CAP FUND, INC
This Amended ADMINISTRATION AGREEMENT, made as of the 23rd day of June,
1997 between XXXXX XXXXXX DISCIPLINED SMALL CAP FUND, INC, a Maryland
corporation (the "Fund"), and Xxxxx Xxxxxx Mutual Funds Management Inc., a
Delaware corporation (the "Administrator").
WITNESSETH:
WHEREAS, the Fund is a diversified open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund will retain an investment adviser for the purpose of
investing its assets in securities and desires to retain the Administrator for
certain administrative services and to administer the Fund's business affairs,
and the Administrator is willing to furnish such administrative services on
the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Fund hereby appoints the Administrator to provide the services
set forth below, subject to the overall supervision of the Board of Directors
of the Fund (the "Board") for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such appointment and agrees
during such period to render the services herein described and to assume the
obligations herein set forth, for the compensation herein provided.
2. Subject to the supervision of the Board and the officers of the
Fund, the Administrator shall administer the Fund's corporate affairs and, in
connection therewith, shall furnish the Fund with office facilities, and shall
be responsible for the financial and accounting records required to be
maintained by the Fund (including supervising those being maintained by the
Fund's Custodian); and with ordinary clerical, bookkeeping and recordkeeping
services at such office facilities; and shall provide personnel to assist the
officers of the Fund in the performance of the following services:
(a) oversee the determination and publication of the Fund's net asset
value in accordance with the Fund's policy as adopted from time to time by the
Board;
(b) oversee the maintenance by the Fund's Custodian, Registrar and
Transfer and Dividend Paying Agent of certain books and records of the Fund as
required under the 1940 Act and maintain (or oversee maintenance by such other
persons as approved by the Board) such other books and records (other than
those maintained by the Investment Adviser) required by law or for the proper
operation of the Fund;
(c) oversee the preparation and filing of the Fund's federal, state
and local income tax returns and any other required tax returns;
(d) review the appropriateness of and arrange for payment of the
Fund's expenses;
(e) prepare for review and approval by officers of the Fund,
financial information for the Fund's quarterly, semi-annual and annual
reports, proxy statements and other communications with shareholders required
or otherwise to be sent to Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to shareholders;
(f) prepare for review by an officer of the Fund, the Fund's periodic
financial reports required to be filed with the Securities and Exchange
Commission (the "SEC") on Form N-SAR and Form N-1A and such other reports,
forms or filings, as may be mutually agreed upon;
(g) prepare reports relating to the business and affairs of the Fund
(not otherwise appropriately prepared by the Fund's Investment Adviser,
Custodian, counsel or auditors);
(h) prepare such information and reports as may be required by any
stock exchange or exchanges on which the Fund's shares are listed;
(i) make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may reasonably request
or deems appropriate;
(j) make such reports and recommendations to the Board concerning the
performance and fees of the Fund's Custodian, Registrar and Transfer and
Dividend Disbursing Agent as the Board may reasonably request or deems
appropriate;
(k) oversee and review calculations of fees paid to the
Administrator, the Investment Adviser and the Custodian;
(l) consult with the Fund's officers, independent accountants, legal
counsel, Custodian, accounting agent and Transfer and Dividend Disbursing
Agent in establishing the accounting policies of the Fund;
(m) review the implementation of any stock purchase or dividend
reinvestment programs authorized by the Board;
(n) facilitate bank or other borrowings by the Fund;
(o) prepare such information and reports as may be required by any
bank from which the Fund borrows funds; and
(p) provide such assistance to the Investment Adviser, the Custodian
and the Fund's counsel and auditors as generally may be required to properly
carry on the business and operations of the Fund.
All services are to be furnished through the medium of any directors,
officers or employees of the Administrator as the Administrator deems
appropriate in order to fulfill its obligations hereunder.
In connection with its administration of the corporate affairs of the
Fund, the Administrator will bear the following expenses: (a) salaries and
expenses of all personnel of the Administrator; and (b) all expenses
incurred by the Administrator or by the Fund in connection with administering
the ordinary course of the Fund's business, other than those assumed by the
Fund, in the Investment Advisory Agreement.
3. The Fund will pay the Administrator a monthly fee at an annual rate
of 0.10% of the Fund's average daily net assets during the month.
4. The Administrator assumes no responsibility under this Agreement
other than to render the services called for hereunder, and specifically
assumes no responsibilities for investment advice or the investment or
reinvestment of the Fund's assets.
5. The Administrator shall not be liable for any error of judgment or
for any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on its part in the performance of, or from reckless
disregard by it of its obligations and duties under, this Agreement.
6. This Agreement shall continue in effect unless terminated as herein
provided. This Agreement may be terminated by either party hereto (without
penalty) at any time upon at least 60 days' prior written notice by either
party to the other party hereto.
7. The services of the Administrator to the Fund hereunder are not
exclusive and nothing in this Agreement shall limit or restrict the right of
the Administrator to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association. The
Administrator shall be deemed to be an independent contractor, unless
otherwise expressly provided or authorized by this Agreement.
8. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid: (1) to the Administrator at 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Chairman; or (2) to the Fund at 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary.
9. This Agreement sets forth the agreement and understanding of the parties
hereto solely with respect to the matters covered hereby and the relationship
between the Fund and Xxxxx Xxxxxx Mutual Funds Management Inc. as
Administrator. Nothing in this Agreement shall govern, restrict or limit in
any respect any other business dealings between the parties hereto unless
otherwise expressly provided herein.
10. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without reference to choice of law
principles thereof and in accordance with the 1940 Act. In the case of any
conflict the 1940 Act shall control.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
XXXXX XXXXXX
DISCIPLINED SMALL CAP FUND, INC.
By
Name:
Title:
XXXXX XXXXXX MUTUAL FUNDS
MANAGEMENT INC.
By:
Name:
Title:
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