ADMINISTRATION AGREEMENT
THIS AGREEMENT made as of September 7, 2001, by and between Xxxxxxx Mutual
Fund Group, Inc. (the "Corporation"), and The Chase Manhattan Bank or its
Successor (the "Administrator").
WITNESSETH:
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Corporation on behalf of each of its series and any new series
to be created hereby authorizes the Administrator to provide administrative
services to the Corporation in accordance with the terms and conditions of this
Agreement. The Administrator's services shall be subject to the direction and
control of the Board of Directors of the Corporation and shall be performed
under the direction of the appropriate Corporation officers.
SECOND: The Administrator shall provide certain administration services
including:
(A) arranging for the preparation and filing of the Corporation's tax returns
and preparing financial statements and other financial reports for review by the
Corporation's independent auditors;
(B) preparing for the signature of the appropriate Corporation officer (or
assisting counsel in preparation of) all required Corporation proxy statements
and updates to the Corporation's Registration Statement under the Investment
Company Act of 1940 (the "Act");
(C) arranging for the printing and mailing (at the Corporation's expense) of
proxy statements and other reports or other material provided to the
Corporation's shareholders;
(D) coordinating the Corporation's annual audits;
(E) developing the budget and establishing the rate of expense accrual for each
series of the Corporations;
(F) overseeing the preparation by the Corporation's transfer agent of tax
information for shareholders;
(G) coordinating all relationships between the Corporation and its contractors,
including coordinating the negotiation of agreements, the review of performance
of agreements, and the exchange of information, provided that coordination with
the distributor shall be limited to the exchange of information necessary for
the administration of the Corporation and the reporting of the information to
the Board of Directors and the Corporation officers;
(H) overseeing the Corporation's custodian, transfer agent and other service
providers, including expense disbursement; overseeing any service provider
conversions; verifying the calculation of performance data for the Corporation
and its reporting to the appropriate tracking services; arranging for the
publication of current price information in newspapers and publications;
monitoring the pricing of portfolio securities and compliance with amortized
cost
procedures, if applicable; computing the amount and monitoring the frequency of
distributing each series' dividends and capital gains distributions and
confirming that they have been properly distributed to the shareholders of
record; and monitoring calculation of net asset value of shares by the
custodian;
(I) taking responsibility for compliance with all applicable federal securities
and other regulatory requirements (other than state securities registration and
filing requirements) and reviewing from time to time transactions with brokers
and dealers; taking responsibility for monitoring the series' compliance with
their investment objectives, policies and restrictions as disclosed in their
prospectuses and statements of additional information;
(J) responding to all inquires or other communications from shareholders of the
Corporation and other parties or, if the inquiry is more properly responded to
by the Corporation's transfer agent or distributor, referring the individual
making the inquiry to the appropriate person;
(K) taking responsibility for monitoring each series' status as a regulated
investment company under the Internal Revenue Code of 1986, as amended;
(L) arranging for preparation of agendas and supporting documents for and
minutes of meetings of Directors, committees of Directors and shareholders;
(M) preparing annual and semi-annual financial statements for management review;
assisting management with coordination of annual financial statement audits;
reviewing N-30D filings prepared by print vendor; instructing printer to file;
preparing and filing financial data for Form N-SAR filings; preparing and filing
financial data for Form 24f-2 filings; compiling financial data (including
expenses, management fees and performance data) for Form N-1A and SAI updates
for management review; preparing portfolio statistics on monthly and quarterly
basis for client reporting/marketing;
(N) reviewing fund accounting vendors' monthly cash and assets reconciliations
and report cards; monitoring expense activity, including accuracy of basis point
accrual changes and journal entries; preparing same day analysis (in order to
send out blast faxes) of money market and fixed income fund yields and
investigating unusual discrepancies between classes/feeders with fund
accounting; performing daily reasonableness test of NAV; monitoring delivery of
services by fund accountants;
(O) preparing expense authorizations for management review and submitting for
payment and maintaining expense log-database; providing management with monthly
informational analysis of expenses, including budgeted future expenses and
estimated over-under-accruals; expense cap analysis - waivers and
reimbursements;
(P) compiling and summarizing weekly Rule 2a-7 money market funds' analysis for
Board book presentation; assisting management with the administration of the
Directors' deferred compensation plans, if any; performing periodic line of
credit reporting to comply with the loan agreement; preparing and mail annual
1099-MISC forms to Directors and vendors; compiling information for annual
shareholder tax letters for management review; assisting management with
preparation of shareholder proxy materials as necessary;
(Q) preparing, reviewing and distributing daily statistics for use by
management; completing weekly, monthly and quarterly surveys provided by
reporting agencies; assisting management with the calculation and communication
of periodic distribution information; calculating and distributing fund
performance information; performing daily calculation of 1, 3, 5 and 10 year
returns for all funds; maintaining benchmark data and calculating benchmark
performance; calculating and distributing unsubsidized SEC yields; enduring
consistency of performance information with Lipper and Morningstar; FundStation
administration for daily distribution of NAVs, rates, total returns, yields and
performance ; calculation of after-tax and tax equivalent returns;
(R) making all necessary Blue Sky Filings;
(S) maintaining books and records relating to such services; and
(T) providing such other related services as the Corporation may
reasonably request.
THIRD: Any activities to be performed by the Administrator under this
Agreement may be delegated or sub-contracted to a third party without the
approval of the Corporation. The Administrator retains ultimate responsibility
at all times under this contract for the performance of such activities,
notwithstanding the existence of a third-party subcontract.
FOURTH: Notwithstanding anything in this Agreement to the contrary:
(A) The Administrator will keep confidential and will not use or disclose to any
other party (including, but not limited to, affiliates of the Administrator) any
Customer Information (as defined below), expect as authorized in writing by the
Corporation or as appropriate in connection with performing this Agreement and
subject to any conditions set forth elsewhere in the Agreement.
(B) The Administrator will maintain appropriate physical, electronic and
procedural safeguards to store, dispose of (if applicable) and secure Customer
Information to protect it from unauthorized access, use, disclosure, alteration,
loss and destruction. The safeguards used by the Administrator to protect
Customer Information will be no less than those used by the Administrator to
protect its own confidential information. In addition, the Administrator will
comply with any other security safeguards required by this Agreement.
(C) The Administrator will control access to Customer Information and, except as
required by law or as otherwise may be specifically permitted by this Agreement,
permit access only to individuals who need access in connection with performing
this Agreement and will cause such individuals to maintain the confidentiality
of Customer Information.
(D) Except as necessary to conform to any record retention requirements imposed
by this Agreement, the Company will, upon termination of this Agreement or the
fund's earlier request, return to the Corporation all Customer Information or
destroy it, as specified by the Corporation. The Administrator will provide to
the Corporation a destruction certificate if so required.
(E) As between the Corporation and the Administrator, Customer Information and
all applicable intellectual property rights embodied in the Customer Information
shall remain the property of the Corporation.
(F) The Administrator acknowledges that it has received and reviewed a copy of
the Corporation's privacy policy applicable to Customer Information and it
agrees that it will not act in a manner that is inconsistent with such policy.
(G) The term "Customer Information" as used in this Article means information,
in any form, provided to the Administrator by on or behalf of the Corporation
that uniquely identifies a current, former or prospective Corporation customer.
Customer Information includes, but is not limited to, copies of such information
or materials derived from such information.
FIFTH: Any activities performed by the Administrator under this Agreement
shall at all times conform to, and be in accordance with, any requirements
imposed by: (1) the provisions of the Act and of any rules or regulations in
force thereunder; (2) any other applicable provision of law; (3) the provisions
of the Agreement and the Articles of Incorporation and By-laws of the
Corporation as amended from time to time; (4) any policies and determinations of
the Board of the Directors of the Corporation; and (5) the fundamental policies
of each series of the Corporation, as reflected in the then current Registration
Statement of the Corporation. As used in this Agreement, the term "Registration
Statement" shall mean the Registration Statement most recently filed by the
Corporation with the Securities and Exchange Commission and effective under the
Securities Act of 1933, as amended, as such Registration Statement is amended at
such time, and the term "Prospectus" and "Statement of Additional Information"
shall mean for the purposes of this Agreement the form of the then current
prospectus and statement of additional information for each series of the
Corporation.
SIXTH: Nothing in this Agreement shall prevent the Administrator or any
other officer thereof from acting as administrator for any other person, firm or
corporation and shall not in any way limit or restrict the Administrator or any
of its directors, officers, employees or affiliates from buying, selling or
trading any securities for its own or their own accounts or for the accounts of
others for whom it or they may be acting, provided, however, that the
Administrator expressly represents that it will undertake no activities which,
in its judgement, will adversely affect the performance of its obligations to
the Corporation under the Agreement.
SEVENTH: The Administrator shall, at its own expense, provide office space
and facilities, equipment and personnel for the performance of its functions
hereunder. The Administrator shall create and maintain all records relating to
its activities and obligations under this Agreement in such manner as will meet
the obligations of the Corporation under this Act, with particular attention to
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall
be the property of the Corporation and shall at all times during the regular
business hours of the Administrator be open for inspection by duly authorized
officers, employees or agents of the Securities and Exchange Commission. In
compliance with the requirements of Rule 31a-3 under the Act, the Administrator
hereby agrees that all records which it maintains for the Corporation are the
property of the Corporation and further agrees to surrender promptly to the
Corporation any such records upon the Corporation's request.
EIGHTH: The Corporation shall pay the Administrator, as full compensation for
all services rendered hereunder, an annual fee on behalf of each Fund payable
monthly and computed based on the average daily net asset value of such Fund at
the annual rate listed on Schedule A, as may be amended from time to time.
NINTH:
(A) This Agreement shall go into effect at the close of business on the date
hereof and, unless terminated as hereinafter provided, shall continue in effect
for two years thereafter and from year to year thereafter but only so long as
such continuance is specifically approved at least annually by the Corporation's
Board of Directors, including the vote of a majority of the Directors who are
not parties to this Agreement or "interested persons" (as defined in the Act) of
any such party cast in person at a meeting called for the purpose of voting on
such approval, or by the vote of the holders of a "majority" (as so defined) of
the outstanding voting securities of the applicable series and by such vote of
the Directors.
(B) This Agreement may be terminated by the Administrator at any time without
penalty upon giving the Board of Directors of the Corporation sixty (60) days'
written notice (which notice may be waived by the Corporation) and may be
terminated by the Board of Directors of the Corporation at any time without
penalty upon giving the Administrator sixty (60) days' written notice (which
notice may be waived by the Administrator), provided that such termination by
the Board of Directors of the Corporation shall be directed or approved by the
vote of a majority of all of its Directors in office at the time, including a
majority of the Directors who are not interested persons (as defined in the Act)
of the Corporation, or by vote of the holders of a majority (as defined by the
Act) of the voting securities of each series of the Corporation at the time
outstanding and entitled to vote. This Agreement shall automatically terminate
in the event of its assignment, the term "assignment" for this purpose having
the meaning defined in Section 2(a)(4) of the Act.
TENTH: In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of the
Administrator or any of its officers, directors or employees, the Corporation
shall indemnify the Administrator against any and all claims, demands and
liabilities and expenses (including reasonable attorney's fees) which the
Administrator may incur based on any omission in the course of, or connected
with, rendering services to such Corporation hereunder.
ELEVENTH: Reserved.
TWELVETH: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed, postage paid, to the other party at such address as
such other party may designate for the receipt of such notices. Until further
notice to the other party, it is agreed that the address of the Corporation
shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the address of the
Administrator shall be 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed
by their duly authorized officers as of the day and year first above written.
XXXXXXX MUTUAL FUND GROUP
By:
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Xxxxxx Xxxxxxxx
Title: Secretary
Date:
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JPMORGAN CHASE BANK
By:
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Title:
Date:
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