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EXHIBIT 9(a)
ADMINISTRATION AGREEMENT
AGREEMENT made as of January 1, 1997, by and between XXXXXXX XXXXX
INDEX FUNDS, INC., a Maryland corporation (hereinafter referred to as the
"Corporation") on behalf of its series listed on Appendix A hereto (hereinafter
referred to as the "Funds"), and XXXXXXX XXXXX ASSET MANAGEMENT, L.P., a
Delaware limited partnership, doing business as XXXXXXX XXXXX ASSET MANAGEMENT
(hereinafter referred to as the "Administrator").
W I T N E S S E T H:
WHEREAS, the Corporation is engaged in business as an open-end
management investment company registered under the Investment Company Act of
1940, as amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Directors of the Corporation (the "Directors") are
authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares; and
WHEREAS, the Directors have established and designated the Funds as
series of the Corporation; and
WHEREAS, the Corporation desires to retain the Administrator to
provide management and administrative services to the Funds in the manner and
on the terms hereinafter set forth; and
WHEREAS, the Administrator is willing to provide management and
administrative services to the Funds on the terms and conditions hereafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Corporation and the Administrator hereby agree as
follows:
ARTICLE I
DUTIES OF THE ADMINISTRATOR
The Corporation hereby employs the Administrator to act as a manager
and administrator of the Funds, and to furnish, or arrange for affiliates to
furnish, the management and administrative services described below, subject to
review by and the overall control of the Board of Directors of the Corporation
(hereinafter referred to as the "Directors"), for the period and on the terms
and conditions set forth in this Agreement. The Administrator hereby accepts
such employment and agrees during such period, at its own expense, to render,
or arrange for the rendering of, such services and to assume the obligations
herein set forth for the compensation provided for herein. The Administrator
and its affiliates shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent
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the Corporation or the Funds in any way or otherwise be deemed agents of the
Corporation or the Funds.
Management Services. The Administrator shall perform (or
arrange for the performance by affiliates of) the management and administrative
services necessary for the operation of the Corporation and the Funds including
administering shareholder accounts and handling shareholder relations. The
Administrator shall provide the Corporation and the Funds with office space,
facilities, equipment and necessary personnel and such other services as the
Administrator, subject to review by the Directors, shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement. The Administrator shall also, on behalf of the Corporation and the
Funds, conduct relations with custodians, depositories, transfer agents,
dividend disbursing agents, other shareholder servicing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Administrator shall make reports to the Directors of its
performance of obligations hereunder and furnish advice and recommendations
with respect to such other aspects of the business and affairs of the Funds as
it shall determine to be desirable.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
(a) The Administrator. The Administrator assumes and shall pay for
maintaining the staff and personnel necessary to perform its obligations under
this Agreement, and shall, at its own expense, provide the office space,
facilities and necessary personnel which it is obligated to provided under
Article I hereof, and shall pay compensation of all Officers of the Corporation
and all Directors of the Corporation who are affiliated persons of the
Administrator.
(b) The Corporation. The Corporation assumes and shall pay or cause
to be paid all other expenses of the Corporation and the Funds (except for the
expenses paid by the Distributor), including, without limitation: taxes,
expenses for legal and auditing services, costs of printing proxies, stock
certificates, shareholder reports, prospectuses and statements of additional
information, charges of the custodian, any sub-custodian and transfer agent,
expenses of portfolio transactions, expenses of redemption of shares,
Securities and Exchange Commission fees, expenses of registering the shares
under Federal, state and foreign laws, fees and actual out-of-pocket expenses
of Directors who are not affiliated persons of the Administrator, accounting
and pricing costs (including the daily calculation of the net asset value),
insurance, interest, brokerage costs, litigation and other extraordinary or
non-recurring expenses, and other expenses properly payable by the Funds. It
is also understood that the Corporation shall reimburse the Administrator for
its costs in providing accounting services to the Corporation and the Funds.
The Distributor will pay certain of the expenses of the Funds incurred in
connection with the continuous offering of shares of common stock in the Funds.
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ARTICLE III
COMPENSATION OF THE ADMINISTRATOR
Administrative Fees. For the services rendered, the facilities
furnished and expenses assumed by the Administrator, each Fund shall pay to the
Administrator at the end of each calendar month a fee based upon the average
daily value of the net assets of the Fund, as determined and computed in
accordance with the description of the determination of net asset value
contained in the prospectus and statement of additional information, at the
annual rate set forth for such Fund in Appendix A hereto, as the same shall
from time to time be amended pursuant hereto, commencing on the day following
effectiveness hereof. If this Agreement becomes effective subsequent to the
first day of a month or shall terminate before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fee as set forth
above. Payment of the Administrator's compensation for the preceding month
shall be made as promptly as possible after completion of the computations
contemplated above. During any period when the determination of net asset
value is suspended by the Directors, the net asset value of a share as of the
last business day prior to such suspension shall for this purpose be deemed to
be the net asset value at the close of each succeeding business day until it is
again determined.
ARTICLE IV
LIMITATION OF LIABILITY OF THE ADMINISTRATOR
The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in the
management and administration of the Corporation and any Fund, except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. As used in this Article IV, the term "Administrator" shall include
any affiliates of the Administrator performing services for the Corporation or
a Fund contemplated hereby and partners, shareholders, directors, officers and
employees of the Administrator and such affiliates.
ARTICLE V
ACTIVITIES OF THE ADMINISTRATOR
The services of the Administrator to the Corporation and the Fund are
not to be deemed to be exclusive, and the Administrator and each affiliate is
free to render services to others. It is understood that Directors, officers,
employees and shareholders of the Corporation and the Funds are or may become
interested in the Administrator and its affiliates, as directors, officers,
employees, partners and shareholders or otherwise, and that the Administrator
and directors, officers, employees, partners and shareholders of the
Administrator and its affiliates are or may become similarly interested in the
Corporation or the Funds as shareholders or otherwise.
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ARTICLE VI
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date first above
written and shall remain in force until April 30, 1998, and thereafter, but
only so long as such continuance is specifically approved at least annually by
(i) the Directors, and (ii) a majority of those Directors who are not parties
to this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Directors or by the vote of a majority of the outstanding
voting securities of the Corporation, or by the Administrator, on sixty days'
written notice to the other party. This Agreement shall automatically
terminate in the event of its assignment.
ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by a majority of those Directors who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
ARTICLE VIII
DEFINITIONS OF CERTAIN TERMS
The terms "vote of majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the Rules and Regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE IX
GOVERNING LAW
This Agreement shall be construed in accordance with laws of the State
of New York and the applicable provisions of the Investment Company Act. To
the extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
XXXXXXX XXXXX INDEX FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx
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Title: President
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
By: /s/ Xxxxxx Xxxxxx
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Title: President
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APPENDIX A
Name of Fund Administrative Fee
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Xxxxxxx Xxxxx S&P 500 Index Fund 0.20%
Xxxxxxx Xxxxx Small Cap Index Fund 0.22%
Xxxxxxx Xxxxx Aggregate Bond Index Fund 0.14%
Xxxxxxx Xxxxx International Index Fund 0.24%
As of January 1, 1997
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