XXXXX EXHIBIT 8(3)
REFERENCE N-1A EXHIBIT (H)
3
ADMINISTRATIVE SERVICES AGREEMENT
Xxxxxxx IMPACT FUND, INC.
ADMINISTRATIVE SERVICES AGREEMENT, made this ___ day of ____, 2000 by and
between XXXXXXX ADMINISTRATIVE SERVICES COMPANY, a Delaware corporation
("CASC"), and Xxxxxxx IMPACT FUND, INC., organized as a Maryland corporation
(the "Fund"), each having its principal place of business at 0000 Xxxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx.
The parties to this Agreement, intending to be legally bound, agree with
each other as follows:
1. Provision of Services. CASC hereby undertakes to provide the Fund
with certain administrative services that may be required in the conduct of
business. Such services include, but are not limited to, maintaining the Fund's
organizational existence, preparing the Fund's prospectus(es), preparing
notices, proxy materials, reports to regulatory bodies and reports to
shareholders of the Fund, and such other incidental administrative services as
are necessary to the conduct of the Fund's affairs. CASC shall oversee the
determination of the daily net asset value of shares, the amount of daily
dividends of net investment income per share, and the maintenance of the
portfolio and general accounting records of the Fund through its chosen
Accounting Agent. The Fund hereby engages CASC to provide it with such services,
or to cause such services to be provided to the Fund by third parties.
2. Scope of Authority. CASC is at all times, in the performance of its
functions under this Agreement, subject to any direction and control of the
Directors of the Fund and of its officers, and to the terms of its Articles and
Bylaws, except that it has no obligation to provide to the Fund any services
that are clearly outside the scope of those contemplated in this Agreement. In
the performance of its duties under this Agreement, CASC is authorized to take
any action it deems advisable. CASC may contract with other persons to provide
to the Fund any of the services contemplated under the Agreement under such
terms as CASC deems reasonable, and CASC has the authority to direct the
activities of those other persons in the manner CASC deems appropriate.
3. Other Activities of CASC. CASC and any of its affiliates may render
to other persons services similar to those it provides to the Fund under this
Agreement. CASC or any interested person of CASC may invest in the Fund as a
shareholder, become an officer or Director of the Fund if properly elected, or
enter into any other relationship with the Fund approved by the Directors, if
necessary, and in accordance with law.
4. Recordkeeping and Other Information. CASC will, commencing no later
than the effective date of this Agreement, or the commencement date of any
subsequently-constituted series or classes, create and maintain all necessary
administrative records of the relevant series or class in accordance with all
applicable laws, rules and regulations, including, but not limited to, records
required by Section 31(a) of the Investment Company Act of 1940 (the "1940 Act")
and the rules under that section. All records are the property of the Fund and
are available for inspection and use by the Fund.
5. Audit, Inspection and Visitation. CASC will make available during
regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the United
States Securities and Exchange Commission ("SEC"), the Fund or any person
retained by the Fund if that person's function necessitates access to such
records and data.
6. Compensation to CASC. The Fund will compensate CASC on a monthly
basis for the services performed under this Agreement. The rate of compensation,
based on average net assets, is shown in Schedule A. CASC will not be
responsible for any costs or expenses of the Fund other than those specifically
assumed in Paragraph 1. Expenses incurred by CASC and not included in the
service fee will be reimbursed to CASC by the Fund, as appropriate. Such
expenses may include expenses incidental to meetings of shareholders, taxes and
corporate fees levied against the Fund or its Series, expenses of printing stock
certificates representing shares of the Series, expenses of printing, mailing
notices, proxy material, reports to regulatory bodies and reports to
shareholders of the Fund, expenses of typesetting prospectuses and printing and
mailing prospectuses to shareholders, and data processing expenses incidental to
maintenance of books and records. Such charges are payable in full upon receipt
of a billing invoice. In lieu of reimbursing CASC for expenses incurred and not
included in the service fee, the Fund may, in its discretion, directly pay any
expenses.
7. Use of Names. The Fund may not use the name of CASC in any
prospectus, sales literature or other material relating to the Fund or its
series or classes in any manner without prior approval by CASC, such approval
not to be unreasonably withheld; provided, however, that CASC hereby approves
all uses of its name that merely refer in accurate terms to its appointment or
that are required by the SEC or a state securities commission. CASC may not use
the name of the Fund or its series or classes in any material relating to CASC
in any manner without prior approval by the Fund, such approval not to be
unreasonably withheld; provided, however, that the Fund hereby approves all uses
of its name or the names of its series or classes that merely refer in accurate
terms to the appointment of CASC or that are required by the SEC.
8. Security. CASC represents and warrants that, to the best of its
knowledge, the various procedures and systems that CASC proposes to implement
with regard to safeguarding information from loss or damage attributable to
fire, theft or any other cause (including provisions for twenty-four hour
restricted access) with respect to the Fund's books and records administered
pursuant to this Agreement and CASC's records, data, equipment, facilities and
other property used in the performance of its obligations under this Agreement
are adequate and that CASC will implement these procedures and system in a
manner calculated to ensure the performance of CASC's obligations under this
Agreement.
9. Limitation of Liability. The Fund will indemnify and hold CASC
harmless against any losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit brought by any person (including a shareholder naming the Fund or any of
its series or classes as a party) other than the Fund not resulting from CASC's
negligence, or caused by errors of judgment or mistakes of law committed by CASC
in a good faith effort to carry out its duties under this Agreement.
In no event will CASC be liable for indirect, special, or consequential
damages (even if CASC has been advised of the possibility of such damages)
arising from the obligations assumed hereunder and the services provided for by
this Agreement, including but not limited to lost profits, loss of use of
accounting systems, cost of capital, cost of substitute facilities, programs or
services, downtime costs, or claims of the Fund's shareholders for such damage.
10. Limitation of Fund's Liability. CASC acknowledges that it has
received notice of and accepts the limitation on the Fund's liability. CASC
agrees that the Fund's obligations in any case extend only to its series and
classes and their assets, and that CASC will not seek satisfaction of any
obligation from the shareholders or any Director, officer, employee or agent of
the Fund.
11. Force Majeure. CASC will not be liable for delays or errors caused
by circumstances beyond CASC's control, including but not limited to acts of
civil or military authority, national emergencies, work stoppages, fire, flood
catastrophe, acts of God, insurrection, war, riot, or failure of communication
or power supply. In the event of equipment breakdowns beyond its control, CASC
will take reasonable steps to minimize service interruptions but will have no
liability in the event interruptions occur.
12. Amendments. CASC and the Fund will consult each other regarding
CASC's performance of its obligations under this Agreement. Any change in the
Fund's registration statements under the Securities Act of 1933, as amended, or
the 1940 Act or in the forms relating to any plan, program or service offered by
the current prospectuses of the Series that would require a change in CASC's
obligations under this Agreement will be subject to CASC's approval, which will
not be unreasonably withheld.
13. Duration, Termination, etc. Neither this Agreement nor any of its
provisions may be changed, waived, discharged, or terminated orally, but only by
written instrument which will make specific reference to this Agreement and
which will be signed by the party against which enforcement of such change,
waiver, discharge or termination is sought. This Agreement will continue in
effect until January 1, 2002, and for one-year terms thereafter or as the
parties may mutually agree. This Agreement may be terminated for cause either by
the Fund or CASC, but only after a reasonable opportunity to cure has been
provided to the party accused of not performing according to the terms of this
Agreement. What constitutes a reasonable amount of time to cure any deficiency
will be determined by the parties in the context of action that needs to be
taken in order to cure the deficiency, but in no event will the party have less
than 90 days to attempt to cure the deficiency. In the event that the cause
remains unremedied, the parties have the option to terminate the contract prior
to its expiration date. Any such termination will not affect the rights and
obligations of the parties under Paragraphs 9 and 10 of this Agreement. In the
event the Fund designates a successor to any of CASC's obligations under this
Agreement, CASC will, at the expense and direction of the Fund, transfer to such
successor all relevant books, records and other data established or maintained
by CASC.
14. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes of
this Agreement. This Agreement will be construed and enforced in accordance with
and governed by the laws of Maryland. The captions in this Agreement are
included for convenience only and do not define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date indicated above.
XXXXXXX ADMINISTRATIVE SERVICES COMPANY, Inc.
By
Title
Xxxxxxx IMPACT FUND, INC.
By
Title
ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE A
Listed below are the Series and Classes of Xxxxxxx Impact Fund, Inc., that
are subject to receive administrative services from Xxxxxxx Administrative
Services Company, Inc. ("CASC") under this Administrative Services Agreement
dated ______________.
Xxxxxxx Large Cap Growth Fund
Class A 0.20%
Class B 0.20%
Class C 0.20%
Class I 0.10%
