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EXHIBIT 99.B(9)(G)
FORM
SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of __________, 1997 by and between WEBS INDEX
FUND, INC., a Maryland corporation (the "Fund"), PFPC INC., a Delaware
corporation and an indirect wholly owned subsidiary of PNC Bank Corp. ("PFPC")
and XXXXXX XXXXXXX TRUST COMPANY, a New York State chartered trust company
("MSTC").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, pursuant to an Administration and Accounting Services
Agreement dated March 11, 1996, PFPC has been appointed Administrator to the
Fund's WEBS Index Series listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each, a "WEBS Index
Series"); and
WHEREAS, the Fund and PFPC wish MSTC (directly or through affiliated
companies) to provide certain administrative services to the Fund's WEBS Index
Series listed on Exhibit A, and MSTC wishes to furnish such services, as
Sub-Administrator to the Fund.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby the parties
hereto agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(c) "Authorized Person" means any officer of the Fund and any
other person duly authorized by PFPC to give Oral Instructions
and Written Instructions on behalf of PFPC and listed on the
Authorized Persons Appendix attached hereto and made a part
hereof or any amendment thereto as may be received by MSTC. An
Authorized Person's scope of authority may be limited by PFPC
by setting forth such limitation in the Authorized Persons
Appendix.
(d) "CEA" means the Commodity Exchange Act, as amended.
(e) "Oral Instructions" mean oral instructions received by MSTC
from an Authorized Person or from a person reasonably believed
by MSTC to be an Authorized Person.
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(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940
Act and the CEA.
(h) "Shares" mean the shares of beneficial interest of any series
or class of the Fund.
(i) "Written Instructions" mean written instructions signed by an
Authorized Person and received by MSTC. The instructions may
be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. APPOINTMENT. The Fund and PFPC hereby appoint MSTC to provide
certain sub- administrative services to the Fund and to each WEBS Index Series
of the Fund in accordance with the terms set forth in this Agreement. MSTC
accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund and PFPC have provided or, where
applicable, will provide MSTC with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of MSTC
(directly or through its affiliates) to provide
sub-administrative services to the Fund and to each WEBS Index
Series of the Fund and approving this Agreement;
(b) a copy of Fund's most recent effective registration statement;
(c) a copy of the Fund's advisory agreement;
(d) a copy of the distribution agreement with respect to each
series of Shares representing an interest in the Fund;
(e) a copy of any shareholder servicing agreement made in respect
of one or more WEBS Index Series of the Fund; and
(f) copies (certified or authenticated, where applicable) of any
and all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS. MSTC undertakes to comply
with all applicable requirements of the Securities Laws, and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
duties to be performed by MSTC hereunder. Except as specifically set forth
herein, MSTC assumes no responsibility for such compliance by the Fund or PFPC.
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5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, MSTC shall act only
upon Oral Instructions and Written Instructions.
(b) MSTC shall be entitled to rely upon any Oral Instructions and
Written Instructions it receives from an Authorized Person (or from a person
reasonably believed by MSTC to be an Authorized Person) pursuant to this
Agreement. MSTC may assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote, resolution or
proceeding of the Fund's Board of Directors or of the Fund's shareholders,
unless and until MSTC receives Written Instructions to the contrary.
(c) PFPC agrees to forward to MSTC Written Instructions confirming
Oral Instructions so that MSTC receives the Written Instructions within a
reasonable period of time. The fact that such confirming Written Instructions
are not received by MSTC shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral Instructions. Where
Oral Instructions or Written Instructions reasonably appear to have been
received from an Authorized Person, MSTC shall incur no liability to the Fund or
PFPC in acting upon such Oral Instructions or Written Instructions provided that
MSTC's actions comply with such Oral Instructions or Written Instructions and
the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of PFPC. If MSTC is in doubt as to any action it should
or should not take, MSTC may request directions or advice, including Oral
Instructions or Written Instructions, from PFPC.
(b) Advice of Counsel. If MSTC shall be in doubt as to any question
of law pertaining to any action it should or should not take, MSTC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for PFPC, the Fund, the Fund's investment adviser or MSTC, at the option of
MSTC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice, Oral Instructions or Written Instructions MSTC receives from
PFPC and the advice MSTC receives from counsel, MSTC may rely upon and follow
the advice of counsel. In the event MSTC so relies on the advice of counsel,
MSTC remains liable for any action or omission on the part of MSTC which
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard by MSTC of any duties, obligations or responsibilities set forth in
this Agreement.
(d) Protection of MSTC. MSTC shall be protected in any action it
takes or does not take in reliance upon directions, advice, Oral Instructions or
Written Instructions it receives from PFPC and which MSTC believes, in good
faith, to be consistent with those directions, advice, Oral Instructions or
Written Instructions subject to the limitations set forth in paragraph
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6(c). Nothing in this section shall be construed so as to impose an obligation
upon MSTC (i) to seek such directions, advice, Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions, advice, Oral
Instructions or Written Instructions unless, under the terms of other provisions
of this Agreement, the same is a condition of MSTC's properly taking or not
taking such action. Nothing in this subsection shall excuse MSTC when an action
or omission on the part of MSTC constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard by MSTC of any duties, obligations or
responsibilities set forth in this Agreement.
7. RECORDS; VISITS. The records pertaining to the Fund and the WEBS
Index Series which are in the possession or under the control of MSTC shall be
the property of PFPC or the Fund as PFPC may direct. PFPC, and its Authorized
Persons shall have access to such records at all times during MSTC's normal
business hours. Upon the reasonable request of PFPC, copies of any such records
shall be provided by MSTC to the Fund, PFPC or to an Authorized Person, at
PFPC's expense.
8. CONFIDENTIALITY. MSTC agrees on its own behalf and that of its
employees to keep confidential all records of PFPC and the Fund and information
relating to the Fund and its shareholders (past, present and future), unless the
release of such records or information is otherwise consented to, in writing, by
PFPC or the Fund. PFPC agrees that such consent shall not be unreasonably
withheld and may not be withheld where MSTC may be exposed to civil or criminal
contempt proceedings or when required to divulge such information or records to
duly constituted authorities. Notwithstanding the foregoing, it is understood
and agreed that MSTC and its affiliates may promptly supply any records or
information upon the request of any regulatory authority that has jurisdiction
over MSTC or its affiliates.
9. COMPENSATION. As compensation for services rendered by MSTC during
the term of this Agreement, PFPC will pay to MSTC a fee of .05% per annum of the
aggregate net assets of the Fund.
10. INDEMNIFICATION. PFPC agrees to indemnify and hold harmless MSTC
and its affiliates from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Laws and any state or foreign securities and blue sky laws, and
amendments thereto), and expenses, including (without limitation) attorneys'
fees and disbursements arising directly or indirectly from any action or
omission to act which MSTC takes (i) at the request or on the direction of or in
reliance on the advice of PFPC or (ii) upon Oral Instructions or Written
Instructions. Neither MSTC nor any of its affiliates', shall be indemnified
against any liability (or any expenses incident to such liability) arising out
of MSTC's or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement.
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11. RESPONSIBILITY OF MSTC.
(a) MSTC shall be under no duty to take any action on behalf of
PFPC or the Fund except as specifically set forth herein or as may be
specifically agreed to by MSTC in writing. MSTC shall be obligated to exercise
care and diligence in the performance of its duties hereunder, to act in good
faith and to use its best efforts, within reasonable limits, in performing
services provided for under this Agreement. MSTC shall be liable for any damages
arising out of MSTC's failure to perform its duties under this Agreement only to
the extent such damages arise out of MSTC's willful misfeasance, bad faith,
gross negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, (i) MSTC shall not be liable for losses
beyond its control, provided that MSTC has acted in accordance with the standard
of care set forth above; and (ii) MSTC shall not be liable for (A) the validity
or invalidity or authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which MSTC reasonably believes to be
genuine; or (B) delays or errors or loss of data occurring by reason of
circumstances beyond MSTC's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, flood, catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary,
neither MSTC nor its affiliates shall be liable to PFPC, the Fund or any WEBS
Index Series for any consequential, special or indirect losses or damages which
PFPC, the Fund or any WEBS Index Series may incur or suffer by or as a
consequence of MSTC's or any affiliates' performance of the services provided
hereunder, whether or not the likelihood of such losses or damages was known by
MSTC or its affiliates.
12. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS. MSTC
will perform the following administration services with respect to the Fund.
i. Assisting in developing solutions to legal, administration
and operations related issues with respect to WEBS.
ii. In conjunction with PFPC supervising the Fund's relationships
with counsel and auditors.
iii. Assisting in developing Board agendas and developing and
making Board presentations.
iv. Responding to questions of existing investors, including
assisting in investor understanding of tracking variances.
v. Assisting with new product development initiatives from a
trading, operations and legal perspective.
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vi. Providing review of information provided by Xxxxxx Xxxxxxx
Capital International for reasonableness of disclosure in
fund materials.
vii. Assisting in the coordination of the Fund's relationship with
the American Stock Exchange and its specialists.
viii. Providing space for Board meetings and non-marketing related
business meetings concerning WEBS.
ix. Reviewing and commenting upon prospectus and statement of
additional information drafts and draft reports and other
communications to shareholders.
x. Other services of an administrative and operational nature as
reasonably requested by PFPC and agreed to by MSTC.
It is understood and agreed that in no event shall MSTC or any of
its affiliates provide legal or investment advice to the Fund or any WEBS Index
Series thereof.
13. DURATION AND TERMINATION. This Agreement shall continue until
terminated by the Fund, PFPC or by MSTC on sixty (60) days' prior written notice
to the other parties. However, this Agreement shall terminate immediately with
respect to any WEBS Index Series, the shares of which are no longer trading.
14. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable, telex
or facsimile sending device, it shall be deemed to have been given immediately.
If notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered. Notices shall be addressed
(a) if to MSTC, at Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, 00000; (b) if to
PFPC, at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (c) if to the Fund,
at c/o Xx. Xxxxxx Most, X.X. Xxx 000, Xxxxxxxxxx, Xxxxxxxxxx 00000-0000; or (d)
if to none of the foregoing, at such other address as shall have been provided
by like notice to the sender of any such notice or other communication by the
other party.
15. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
16. DELEGATION; ASSIGNMENT. MSTC may assign all or part of its rights
and delegate all or part of its duties hereunder, to any affiliate that is
either a direct or indirect majority owned subsidiary of Xxxxxx Xxxxxxx, Xxxx
Xxxxxx, Discover & Co. provided that (i) MSTC gives PFPC thirty (30) days' prior
written notice; (ii) the delegate (or assignee) agrees with MSTC and PFPC
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to comply with all relevant provisions of the 1940 Act, if any; and (iii) MSTC
and such delegate (or assignee) promptly provide such information as PFPC may
request, and respond to such questions as PFPC may ask, relative to the
delegation (or assignment), including (without limitation) the capabilities of
the delegate(s) (or assignee(s)).
17. COUNTERPARTS. This Agreement 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.
18. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
19. MISCELLANEOUS.
(a) Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement 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.
(c) Governing Law. This Agreement shall be governed by the laws of
the State of New York, without regard to principles of conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
this Agreement shall constitute the valid and binding execution hereof by such
party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
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Title:
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XXXXXX XXXXXXX TRUST COMPANY
By:
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Title:
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WEBS INDEX FUND, INC.
By:
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Title:
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EXHIBIT A
THIS EXHIBIT A, dated as of _____________, 1997, is Exhibit A to that
certain Sub-Administration Services Agreement dated as of ____________, 1997
between WEBS Index Fund, Inc., PFPC Inc. and Xxxxxx Xxxxxxx Trust Company.
WEBS INDEX SERIES
Australia WEBS Index Series
Austria WEBS Index Series
Belgium WEBS Index Series
Canada WEBS Index Series
France WEBS Index Series
Germany WEBS Index Series
Hong Kong WEBS Index Series
Italy WEBS Index Series
Japan WEBS Index Series
Malaysia (Free) WEBS Index Series
Mexico (Free) WEBS Index Series
Netherlands WEBS Index Series
Singapore (Free) WEBS Index Series
Spain WEBS Index Series
Sweden WEBS Index Series
Switzerland WEBS Index Series
United Kingdom WEBS Index Series
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AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
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