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XXXXXX INTERNATIONAL FUND
(A SERIES OF XXXXXX WORLDWIDE FUNDS TRUST)
ADMINISTRATIVE SERVICES AGREEMENT
(XXXXXX LLC)
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is
entered into effective as of the 12th day of May, 2000, by and between XXXXXX
LLC, a Nevada limited liability company ("Xxxxxx"), and XXXXXX WORLDWIDE FUNDS
TRUST, a Delaware business trust (the "Trust"), with respect to the XXXXXX
INTERNATIONAL FUND, a series of the Trust (the "Fund").
RECITALS
A. The Trust is a Delaware business trust and an open-end,
management investment company registered under the Investment Company Act of
1940 (the "1940 Act"), and the Fund is a series of the Trust.
B. The parties desire that Xxxxxx provide to or procure for
the Fund certain administrative services, on the terms and conditions set forth
herein.
AGREEMENT
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Appointment. The Trust hereby appoints Xxxxxx as the
administrator of the Fund, to provide to or procure for the Fund, at Xxxxxx'x
expense except as specifically set forth below, all services specified herein,
for the period and on the terms set forth in this Agreement. Xxxxxx hereby
accepts such appointment and agrees to render the services and assume the
responsibilities herein set forth, for the compensation herein provided. In
performing its services under this Agreement, Xxxxxx shall comply with all
relevant provisions of the 1940 Act and all other applicable federal and state
laws and regulations.
2. Services to be Provided. Xxxxxx shall provide to the Fund
all administrative services reasonably necessary for the operation of the Fund
(other than those services specified in Sections 3 and 5 hereof), including but
not limited to:
(a) coordinating all matters relating to the operations
of the Fund, including any necessary coordination
among the investment advisor, any sub-advisor,
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transfer agent, dividend disbursing agent, fund
accounting agent, accountants, attorneys and other
parties performing services or operational functions
for the Fund;
(b) providing personnel and assistance necessary to
maintain the qualification and/or registration to
sell shares under the federal securities laws and in
each state where Xxxxxx has determined such
qualification and/or registration to be advisable;
(c) monitoring the Fund's compliance with (i) its Trust
Instrument, Bylaws and currently effective
registration statement under the Securities Act of
1933 (the "1933 Act") and the 1940 Act and any
amendments or supplements thereto ("Registration
Statement"); (ii) the written policies, procedures
and guidelines of the Fund, and written instructions
and directions of the Trustees of the Trust; (iii)
the requirements of the 1933 Act, the 1940 Act, the
Investment Advisers Act of 1940 ("Advisers Act"), the
rules thereunder, and all other applicable federal
and state laws and regulations; and (iv) the
provisions of Subchapter M of the Internal Revenue
Code, applicable to the Fund as a "regulated
investment company";
(d) arranging for and supervising the preparation of any
or all registration statements (including
prospectuses and statements of additional
information), tax returns, proxy materials, financial
statements, notices and reports for filings with
regulatory authorities and distribution to
shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain
books and records;
(g) providing the Trust with adequate personnel, office
space, communications facilities and other facilities
necessary for operation of the Fund as contemplated
by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust
such periodic and special reports as the Trustees may
reasonably request.
3. Services to be Procured. Xxxxxx shall procure the following
services for the Fund from other qualified service providers: (i) custody
services to provide for the safekeeping of the Fund's assets; (ii) transfer
agency and dividend disbursing agency services; (iii) recordkeeping and pricing
agency services; (iv) tax and audit services; (v) insurance for fidelity and
other appropriate
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coverage; and (vi) printing and mailing to existing shareholders of annual and
semi-annual reports, prospectuses, statements of additional information and any
communications required by law (but not proxy statements or proxy materials).
Further, subject to the review, supervision and approval of the Trustees of the
Trust, Xxxxxx shall:
(a) evaluate and obtain such services from qualified
parties that meet all criteria established by law and
by the Trustees of the Trust for parties acting in
those capacities;
(b) negotiate and enter into, or arrange for the Trust to
enter into, agreements with such service providers
for the benefit of the Fund, provided that the Trust
may but is not required to be a party to any such
agreement entered into by Xxxxxx, and that Xxxxxx, as
paying agent, may but is not required to be a party
to any such agreement entered into by the Trust;
(c) establish procedures to monitor the nature and
quality of the services provided by such service
providers;
(d) monitor the nature and quality of the services
provided by such service providers;
(e) periodically provide to the Fund written reports on
the activities and services of such service
providers; the nature and amount of disbursements
made on account of the Fund with respect to each such
service agreement; and such other information as the
Trustees shall reasonably request to enable them to
fulfill their duties and obligations under the 1940
Act and otherwise; and
(f) periodically provide recommendations to the Trustees
to enhance customer services provided by such service
providers.
4. Expenses. Xxxxxx shall pay, directly or on behalf of the
Fund, all expenses incurred in providing and procuring the services set forth in
Sections 2 and 3 hereof, and all fees and expenses charged by the service
providers whose services are procured on behalf of the Fund pursuant to Section
3 hereof.
5. Excluded Services and Expenses. Notwithstanding any other
provision hereof, it is expressly agreed that Xxxxxx shall not be responsible to
provide to or procure for the Fund any of the following services, or to pay,
directly or on behalf of the Fund, any of the following fees and expenses, which
shall remain the Trust's own obligation and responsibility to arrange for and
pay: (a) investment advisory services performed by any investment advisor for
the Fund, or any fees and expenses thereof; (b) expenses of registering the
Trust with securities authorities, or
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registration or filing fees incurred in registering shares of the Fund with
securities authorities; (c) expenses of meetings of the Trustees and
shareholders of the Trust (including, without limitation, printing and mailing
proxy statements and proxy materials, proxy solicitation, proxy tabulation,
on-site space arrangements, catering and meeting communications); (d) legal
services or legal fees and expenses; (e) distribution, marketing, underwriting
or promotional services or any 12b-1 fees or other fees and expenses in
connection therewith; (f) taxes imposed on the Fund; (g) brokerage commissions
and other costs in connection with the purchase and sale of securities and other
portfolio assets; or (h) any non-recurring or extraordinary items as may arise
from time to time.
6. Compensation. The Trust shall pay to Xxxxxx for the
services rendered and responsibilities assumed by Xxxxxx under this Agreement a
fee, payable in United States dollars, equal to the lesser of:
(a) an amount equal to the per annum rate of 0.45% of the
average daily net asset value of the Fund; or
(b) the costs and expenses incurred by Xxxxxx annually
under Section 4 hereof to (i) provide and procure the
services contemplated by Sections 2 and 3 of this
Agreement, and (ii) pay all fees and expenses charged
by the service providers whose services are procured
on behalf of the Fund pursuant to Section 3 hereof,
plus an additional 0.02% of the average daily net
asset value of the Fund.
This fee shall be computed and accrued daily and payable
monthly on the last day of each month during which or part of which this
Agreement is in effect.
In the event any arrangement is entered into with an
organization to provide subtransfer agency, recordkeeping, shareholder
communications, subaccounting and/or other services to investors purchasing
shares of the Fund through pension plans or other programs established or
serviced by that organization, Xxxxxx may take into account, in calculating the
part of its costs and expenses under Section 6(b)(ii) hereof relating to the
fees and expenses charged by the provider of such services, only the fees and
expenses that Xxxxxx would otherwise pay to the provider of such services to the
Fund if all the investors who own Fund shares through that organization were
instead direct registered record holders of shares in the Fund.
7. Books and Records. Xxxxxx hereby agrees that all records
which it maintains for the Fund or the Trust hereunder are the property of the
Trust, agrees to permit the reasonable inspection thereof by the Trust or its
designees and agrees to preserve for the periods prescribed under the 1940 Act
any records which it maintains for the Fund or the Trust and which are required
to be maintained under the 1940 Act. Xxxxxx further agrees to surrender promptly
to the Trust or its designees any records which it maintains for the Fund or the
Trust upon request by the Trust.
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8. Term and Termination. This Agreement shall become effective
as of the date first set forth above and shall continue until terminated by
either party on 60 days' written notice to the other party. This Agreement may
also be terminated by the Trustees of the Trust at any time if Xxxxxx becomes
unable to discharge its duties and obligations under this Agreement.
9. Assignment and Amendments. This Agreement shall not be
assigned by either party without the prior written consent of the other party to
the Agreement. This Agreement may be amended in writing by the parties, provided
that all such amendments shall be subject to the approval of the Trustees of the
Trust.
10. Sub-Administrators. Xxxxxx may engage one or more
sub-administrators in furtherance of Xxxxxx'x duties and responsibilities under
this Agreement, subject to the approval of the Trustees of the Trust. The
engagement of one or more sub-administrators pursuant to this provision shall
not diminish or relieve in any way the liability of Xxxxxx for any of its duties
and responsibilities under this Agreement. Xxxxxx shall appropriately oversee,
monitor and evaluate the activities of any sub-administrator engaged hereunder.
11. Limitation of Liability of Xxxxxx. Xxxxxx shall not be
liable for any error of judgment or mistake of law or for any act or omission
taken with respect to the 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 and except to the extent
otherwise provided by law. As used in this section, "Xxxxxx" shall include any
affiliate of Xxxxxx performing services for the Fund contemplated hereunder, and
managers, directors, officers and employees of Xxxxxx and each of the foregoing.
12. Independent Contractor. Xxxxxx shall for all purposes
hereunder be deemed to be an independent contractor and shall, unless otherwise
provided or authorized, have no authority to act for or represent the Trust or
the Fund in any way, nor otherwise be deemed an agent of, partner or joint
venturer with, the Trust or the Fund.
13. Name. The Trust agrees the Trust shall cease to use the
name "Xxxxxx" in connection with the Fund as soon as reasonably practicable
following any termination of this Agreement if Xxxxxx does not continue to
provide administrative services and/or investment advice to the Fund after such
termination.
14. Activities of Xxxxxx. The services of Xxxxxx hereunder are
not to be deemed to be exclusive, and Xxxxxx is free to render services to other
parties, so long as its services under this Agreement are not materially
adversely affected or otherwise impaired thereby. Nothing in this Agreement
shall limit or restrict the right of any manager, officer or employee of Xxxxxx
to engage
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in any other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar nature
or a dissimilar nature.
15. Limitation on Personal Liability. NOTICE IS HEREBY GIVEN
that the Trust is a business trust organized under the Delaware Business Trust
Act pursuant to a Certificate of Trust filed in the office of the Secretary of
State of the State of Delaware. All parties to this Agreement acknowledge and
agree that the Trust is a series trust and all debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with respect to a
particular series shall be enforceable against the assets held with respect to
such series only, and not against the assets of the Trust generally or against
the assets held with respect to any other series and further that no Trustee,
officer or holder of shares of beneficial interest of the Trust shall be
personally liable for any of the foregoing.
16. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Colorado (without giving effect to the
conflicts of laws principles thereof) and the 1940 Act. To the extent that the
applicable laws of the State of Colorado conflict with the applicable provisions
of the 1940 Act, the latter shall control.
17. Miscellaneous. The headings in this Agreement are included
for convenience of reference only and in no way define or limit any of the
provisions thereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
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IN WITNESS WHEREOF, the parties have caused their duly
authorized member or officer to execute this Agreement as of the date and year
first above written.
XXXXXX LLC
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
XXXXXX WORLDWIDE FUNDS TRUST, with
respect to the series known as the Xxxxxx
International Fund
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
