DRAFT
XXXXXXXX CAPITAL FUNDS (DELAWARE)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT, made as of this 9th day of January, 1996, between Xxxxxxxx
Capital Funds (Delaware) (the "Trust") and Xxxxxxxx Fund Advisors Inc. (the
"Administrator") as follows:
1. The Trust is an open-end management investment company organized as a
Delaware business trust and consists of one or more separate investment
portfolios as may be established and designated by the Trustees from time to
time (the "Funds"). This Agreement shall pertain to such Funds as shall be
designated in Appendix A to this Agreement, as further agreed by the Trust and
the Administrator. A separate class of shares of common stock in the Trust is
offered to investors with respect to each Fund. The Trust engages in the
business of investing and reinvesting the assets of each Fund in the manner and
in accordance with the investment objective and restrictions specified in the
currently effective Prospectus (the "Prospectus") relating to the Trust and the
Fund included in the Trust's Registration Statement, as amended from time to
time (the "Registration Statement"), filed by the Trust under the Investment
Company Act of 1940 (the "1940 Act") and the Securities Act of 1933 (the "1933
Act"). Copies of the documents referred to in the preceding sentence have been
furnished to the Administrator. Any amendments to those documents shall be
furnished to the Administrator promptly. The Trust has entered into an
investment advisory agreement or agreements (the "Advisory Agreement") with
respect to the Funds with such advisers as may be designated therein (each such
adviser is hereinafter referred to as an "Adviser"), and may enter into a
Distribution Agreement or Agreements relating to the distribution of its shares
(together, the "Distribution Agreement"). The Trust also has adopted a
Distribution Plan or Plans (the "Plan") pursuant to Rule 12b-1 under the 1940
Act with respect to certain of the Funds.
2. (a) The Administrator shall provide all management and administrative
services reasonably necessary for the operation of the Trust and each Fund,
other than those investment management and administrative services which are to
be provided with respect to a Fund by an Adviser pursuant to an Advisory
Agreement. The Administrator may retain Service Organizations (as defined in
the Prospectus) to provide these services to the Trust. The Administrator shall
make periodic reports to the Trust's Board of Trustees on the performance of its
obligations under this agreement, other than services provided to the Trust by
Service Organizations retained in accordance with the previous sentence. The
Administrator shall, at its expense, employ or associate with itself such
persons as it believes appropriate to assist it in performing its obligations
under this Agreement and it shall provide the Trust with persons satisfactory to
the Trust's Board of Trustees to serve as officers and employees of the Trust at
no expense to any funds.
(b) Except as provided in subparagraph (a) and, with respect to a
Fund, in an Advisory Agreement, the Trust shall be responsible for all of its
expenses and liabilities, including compensation of its Trustees who are not
affiliated with the Administrator or the
Adviser or any of their affiliates; taxes and governmental fees; interest
charges; fees and expenses of the Trust's independent accountants and legal
counsel; trade association membership dues; fees and expenses of any custodian
(including maintenance of books and accounts and calculation of the net asset
value of shares of the Fund), transfer agent, registrar and dividend disbursing
agent of the Trust; expenses of issuing, redeeming, registering and qualifying
for sale shares of common stock in the Trust; expenses of preparing and printing
share certificates, prospectuses and reports to shareholders, notices, proxy
statements and reports to regulatory agencies; the cost of office supplies,
including stationery; travel expenses of all officers, trustees and employees;
insurance premiums; brokerage and other expenses of executing portfolio
transactions; expenses of shareholders' meetings; organizational expenses;
extraordinary expenses; and reimbursements to any distributor of Fund shares
pursuant to the Distribution Agreement.
3. The Administrator shall give the Trust the benefit of the
Administrator's best judgment and efforts in rendering services under this
Agreement. As an inducement to the Administrator's undertaking to render these
services, the Trust agrees that the Administrator shall not be liable under this
Agreement for any mistake in judgment or in any other event whatsoever except
for lack of good faith, provided that nothing in this Agreement shall be deemed
to protect or purport to protect the Administrator against any liability to the
Trust or its shareholders to which the Administrator would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Administrator's duties under this Agreement or by reason of
the Administrator's reckless disregard of its obligations and duties hereunder.
4. In consideration of the services to be rendered by the Administrator
under this Agreement, the Trust shall pay the Administrator a monthly fee with
respect to each Fund on the first business day of each month, based upon the
average daily value of the net assets of that Fund during the preceding month at
annual rates set forth in Appendix A to this Agreement with respect to that
Fund. If the fees payable to the Administrator pursuant to this paragraph 4
begin to accrue before the end of any month or if this Agreement terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination, as
the case may be, shall be prorated according to the proportion that the period
bears to the full month in which the effectiveness or termination occurs. For
purposes of calculating the monthly fees, the value of the net assets of each
Fund shall be computed in the manner specified in its Prospectus for the
computation of net asset value. For purposes of this Agreement, a "business
day" is any day the New York Stock Exchange is open for trading.
5. If the aggregate expenses of every character incurred by, or allocated
to, a Fund in any fiscal year, other than interest, taxes, brokerage commissions
and other portfolio transaction expenses, other expenditures which are
capitalized in accordance with generally accepted accounting principles and any
extraordinary expense (including, without limitation, litigation and
indemnification expense), but including the fees provided for in paragraph 4 and
under an Advisory Agreement with respect to a Fund ("includable expenses"),
shall exceed the expense limitations applicable to that Fund imposed by state
securities law or regulations thereunder, as
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these limitations may be raised or lowered from time to time, the Administrator
shall pay that Fund an amount equal to a percentage of that excess (the
"Administrator's reimbursement"), such Administrator's reimbursement to be in an
amount set forth with respect to the Fund in Appendix A to this Agreement. With
respect to portions of a fiscal year in which this Agreement shall be in effect,
the foregoing limitations shall be prorated according to the proportion which
that portion of the fiscal year bear to the full fiscal year. At the end of
each month of the Trust's fiscal year, the Administrator will review the
includable expenses accrued during that fiscal year to the end of the period and
shall estimate the contemplated includable expenses for the balance of that
fiscal year. If, as a result of that review and estimation, it appears likely
that the includable expenses will exceed the limitations referred to in this
paragraph 5 for a fiscal year, the monthly fees payable to the Administrator
under this contract for such month shall be reduced, subject to a later
reimbursement to reflect actual expenses, by an amount equal to a percentage
(which shall be equal to the Administrator's reimbursement) of a pro rata
portion (prorated on the basis of the remaining months of the fiscal year,
including the month just ended) of the amount by which the includable expenses
for the fiscal year (less an amount equal to the aggregate of actual reductions
made pursuant to this provision with respect to prior months of the fiscal year)
are expected to exceed the limitations provided in this paragraph 5. For
purposes of the foregoing, the value of the net assets of each Fund shall be
computed in the manner specified in paragraph 4, and any payments required to be
made by the Administrator shall be made once a year promptly after the end of
the Trust's fiscal year.
6. This Agreement shall become effective with respect to a Fund only when
approved by vote of a majority of (i) the Board of Trustees of the Trust, and
(ii) the Trustees who are not "interested persons" (as defined in the 0000 Xxx)
of the Trust and who have no direct or indirect financial interest in the Plan
and this Agreement, cast in person at a meeting called for the purpose of voting
on such approval. This Agreement shall continue in effect with respect to a
Fund for a period of one year, and thereafter shall continue automatically for
successive annual periods provided such continuance is specifically approved at
least annually by a vote of a majority of (i) the Trust's Board of Trustees and
(ii) the Trustees who are not "interested persons" (as defined in the 0000 Xxx)
of the Trust and who have no direct or indirect financial interest in the Plan
and this Agreement, by vote cast in person at a meeting called for the purpose
of voting on such approval. This agreement may be terminated at any time,
without payment of any penalty, by a vote of a majority of the outstanding
voting securities of each Fund (as defined in the 0000 Xxx) or by a vote of a
majority of the Trustees of the Trust who are not "interested persons" (as
defined in the 0000 Xxx) and who have no direct or indirect financial interest
in the Plan and this Agreement on 60 days' written notice to the Administrator
or by the Administrator on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment (as defined in the
1940 Act).
7. Except to the extent necessary to perform the Administrator's
obligations under this Agreement, nothing herein shall be deemed to limit or
restrict the right of the Administrator, or any affiliate of the Administrator,
or any employee of the Administrator, to engage in any other business or to
devote time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other corporation, firm, individual or association.
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8. This Agreement shall be construed and its provisions interpreted in
accordance with the laws of the State of New York.
If the foregoing correctly sets forth the agreement between the Trust and
the Administrator, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
XXXXXXXX CAPITAL FUNDS (DELAWARE)
By:
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Title:
XXXXXXXX FUND ADVISORS INC.
By:
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Title:
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DRAFT
XXXXXXXX CAPITAL FUNDS (DELAWARE)
ADMINISTRATIVE SERVICES AGREEMENT
APPENDIX A
SERIES FEE AS % OF THE AVERAGE ANNUAL
DAILY NET ASSETS OF THE FUND
International Equity Fund 0.25% for the first $100 million;
0.20% of the next $150 million; and
0.175% of assets in excess of $250
million
Xxxxxxxx U.S. Smaller Companies Fund 0.25% for the first $100 million;
0.20% of the next $150 million; and
0.175% of assets in excess of $250
million
Xxxxxxxx Latin American Fund 0.25%
Xxxxxxxx Emerging Markets Fund 0.25%
During any period in which International Equity Fund invests all (or
substantially all) of its investment assets in a registered, open-end management
investment company, or separate series thereof, in accordance with Section
12(d)(1)(E) under the Investment Company Act of 1940, the Trust shall pay the
Administrator a monthly fee on the first business day of each month based upon
the average daily value of the net assets of the Fund during the preceding month
at an annual rate of 0.20% of the average daily value of net assets of the Fund.
