SUBADMINISTRATIVE SERVICES AGREEMENT
SUBADMINISTRATIVE SERVICES AGREEMENT, dated as of January 1, 2001, by and
between Xxxxx Brothers Xxxxxxxx Trust Company, LLC (the "Administrator") and 00
Xxxx Xxxxxx Administrators, Inc., a Delaware corporation (the
"Subadministrator").
W I T N E S S E T H:
WHEREAS, the Administrator has entered into Administration Agreements dated
January 1, 2001 (each, an "Administration Agreement") with each of The 00 Xxxx
Xxxxxx Fund, Inc. and The 00 Xxxx Xxxxxx Trust (each, a "Fund", and together,
the "Funds"); and
WHEREAS, Section 6 of each Administration Agreement provides that the
Administrator may subcontract for the performance of its obligations thereunder
with any one or more persons, subject to the conditions set forth therein; and
WHEREAS, the Administrator wishes to engage the Subadministrator to perform
certain of the Administrator's obligations under each Administration Agreement
and the Subadministrator wishes to accept such engagement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties agree as follows:
1. Duties of the Subadministrator. The Subadministrator shall perform such
of the administrative services described in Section 2 of each Administration
Agreement as may from time to time be agreed to between the parties.
Notwithstanding the foregoing, the Subadministrator shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
management of the assets of any Fund or the rendering of investment advice or
supervision with respect thereto, nor shall the Subadministrator be deemed to
have assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent, shareholder servicing agent or custodian of the
Funds.
2. Compensation of Subadministrator. As compensation for the
Subadministrator's services hereunder, the Administrator shall pay an
administrative fee to the Subadministrator as may from time to time be agreed to
between the parties.
3. Directors, Officers and Employees of the Subadministrator. The
Subadministrator hereby (i) authorizes and permits any of its directors,
officers and employees who may be elected as officers of one or more Funds to
serve in such capacities and (ii) agrees to pay such persons' salaries.
4. Standard of Care; Compliance with Applicable Laws. The subadministrator
shall be held only to the standard of exercising reasonable care and diligence
in carrying out its duties hereunder. In performing its duties hereunder, the
Subadministrator shall in any event comply with the requirements of the
Investment Company Act of 1940, as amended (the "1940 Act"), and all other
applicable federal and state laws pertaining to the activities contemplated
hereby.
5. Limitation of Liability of the Subadministrator. The Subadministrator
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Administrator or any Fund in connection with the matters to
which this Agreement relates, except a loss resulting from the
Subadministrator's bad faith, negligence or willful misconduct in the
performance of its duties hereunder. For purposes of this Section 5, the term
"Subadministrator" shall include the Subadministrator and any of its agents and
affiliates, and, in each case, the directors/trustees, officers and employees
thereof.
6. Indemnification.
(a) By the Administrator: The Administrator shall indemnify and hold the
Subadministrator harmless from and against any and all losses, claims, damages,
liabilities or expenses (including, but not limited to, reasonable attorneys
fees and expenses) arising out of or attributable to:
(i)All actions of the Subadministrator required to be taken pursuant
to this Agreement, provided that such actions are taken in good faith and
without negligence or willful misconduct;
(ii) The reasonable reliance by the Subadministrator on, or use of,
information, records or documents that have been prepared and/or maintained
by the Administrator or any other person or firm on a Fund's behalf; and
(iii) The reasonable reliance by the Subadministrator on, or the
carrying out by the Subadministrator of, any instructions or requests on a
Fund's behalf reasonably believed by the Subadministrator to have been
given by a person or persons authorized to give such instructions or
requests. For purposes of this Subsection 6(a), the term "Subadministrator"
shall include the Subadministrator and any of its agents and affiliates,
and, in each case, the directors/trustees, officers and employees thereof.
(b) By the Subadministrator: The Subadministrator shall indemnify and hold
the Administrator and each Fund harmless from and against any and all losses,
claims, damages, liabilities or expenses (including, but not limited to,
reasonable attorneys fees and expenses) arising out of or attributable to any
action or omission to act by the Subadministrator resulting from the
Subadministrator's lack of good faith, negligence or willful misconduct with
respect to the performance of its duties hereunder.
7. Nonexclusivity. The arrangements contemplated hereby shall be
nonexclusive, each of the Administrator and the Subadministrator being free to
enter into similar arrangements with other parties.
8. Interested persons. The parties acknowledge that (i) certain
directors/trustees, officers or investors in the Funds may be, or become,
"interested persons" (as such term as defined in the 0000 Xxx) of the
Subadministrator and/or any of its affiliates, as directors/trustees, officers,
employees, or otherwise, (ii) certain directors/trustees, officers and employees
of the Subadministrator and/or any of its affiliates may be, or become,
interested persons of one or more Funds, and (iii) the Subadministrator and/or
any of its affiliates may be, or become, interested in one or more Funds, as an
investor therein or otherwise.
9. Termination. This Agreement may be terminated by the Administrator at
any time, without the payment of any penalty, upon not less than 60 days'
written notice to the Subadministrator, or by the Subadministrator at any time,
without the payment of any penalty, upon not less than 90 days' written notice
to the Administrator. This Agreement shall terminate automatically in the event
of its assignment (as defined in the 0000 Xxx) by the Subadministrator, unless
the Board of Directors/Trustees of the affected Fund(s) determines within 90
days of any such assignment that the assignee is qualified to perform the
services contemplated hereby.
10. Amendment. This Agreement may be amended only by mutual written
consent. 11. Notice. 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, (i) to the Administrator at 00 Xxxx Xxxxxx,
Xxx Xxxx, XX 00000, Attention: President; and (ii) to the Subadministrator at 00
Xxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Secretary. 12. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
By: /S/XXXX X. XXXX
Xxxx X. Xxxx, President
00 XXXX XXXXXX ADMINISTRATORS, INC.
By: /S/XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx, President
WS6178
