THE XXXXXXXX FUNDS
RESTATED ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, originally dated as of Sept. 24, 1993,
restated as of Jan. 15 1994 by and between The Xxxxxxxx Funds, a Massachusetts
business trust having a Declaration of Trust on file with the office of
Secretary of State of the Commonwealth of Massachusetts (the "Trust"), and
Signature Broker-Dealer Services, Inc., a Delaware corporation (the
"Administrator").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Shares of Beneficial Interest (par value $0.001 per share)
of the Trust (the "Shares") are divided into eight series (together with any
series which may in the future be established, the "Series" or the "Fund"); and
WHEREAS, the Trust wishes to engage the Administrator to provide
certain administrative and management services, and the Administrator is willing
to provide such administrative and management services to the Trust and each
Series, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. DUTIES OF THE ADMINISTRATOR. Subject to the general direction and
control of the Board of Trustees of the Trust, the Administrator shall perform
such administrative and management services as may from time to time be
reasonably requested by the Trust, which shall include without limitation: (a)
providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Trust and for performing the administrative
and management functions herein set forth; (b) arranging, if desired by the
Trust, for Directors, officers and employees of the Administrator to serve as
Trustees, officers or agents of the Trust if duly elected or appointed to such
positions and subject to their individual consent and to any limitations imposed
by law; (c) preparing and, if applicable, filing all documents required for
compliance by the Trust with applicable laws and regulations, including
registration statements, registration fee filings, prospectuses and statements
of additional information, semi-annual and annual reports to shareholders, proxy
statements and tax returns; (d) preparation of agendas and supporting documents
for and minutes of meetings of Trustees, committees of Trustees and
shareholders; and (e) maintaining books and records of the Trust. In the
performance of its duties under this Agreement, the Administrator will comply
with the
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provisions of the Declaration of Trust and By-Laws of the Trust and the stated
investment objective, policies and restrictions of each Series, and will use its
best efforts to safeguard and promote the welfare of the Trust, and to comply
with other policies which the Board of Trustees may from time to time determine.
Notwithstanding the foregoing, the Administrator shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the
management of the Trust's assets or the rendering of investment advice and
supervision with respect thereto or the distribution of Shares of any Series,
nor shall the Administrator be deemed to have assumed or have any responsibility
with respect to functions specifically assumed by any transfer agent, custodian
or shareholder servicing agent of the Trust.
2. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Administrator hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon the Trust's request.
3. ALLOCATION OF CHARGES AND EXPENSES. The Administrator shall pay the
entire salaries and wages of all of the Trust's Trustees, officers and agents
who devote part or all of their time to the affairs of the Administrator or its
affiliates, and the wages and salaries of such persons shall not be deemed to be
expenses incurred by the Trust for purposes of this Section 3. Except as
provided in the foregoing sentence, the Administrator shall not pay other
expenses relating to the Trust including, without limitation, compensation of
Trustees not affiliated with the Administrator; governmental fees; interest
charges; taxes; membership dues in the Investment Company Institute allocable to
the Trust; fees and expenses of the Trust's independent auditors, of legal
counsel and of any transfer agent, distributor, shareholder servicing agent,
registrar or dividend disbursing agent of the Trust; expenses of distributing
and redeeming Shares and servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses and statements of additional information,
reports, notices, proxy statements and reports to shareholders and governmental
officers and commissions; expenses of preparing and mailing agendas and
supporting documents for meetings of Trustees and committees of Trustees;
expenses connected with the execution, recording and settlement of portfolio
security transactions; insurance premiums; fees and expenses of the Trust's
custodian for all services to the Trust, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of Shares of the Trust; expenses of shareholder meetings;
and expenses relating to the issuance, registration and qualification of Shares
of the Trust.
4. COMPENSATION OF ADMINISTRATOR. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Administrator
shall receive a fee from each such Series of the Trust as agreed by the Trust
and the Administrator from time to time as set forth on Schedule A attached
hereto. This fee will be computed daily and will be payable as agreed by the
Trust and the Administrator, but no more frequently than monthly.
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5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator
shall not be liable for any error of judgment or mistake of law or for any act
or omission in the administration or management of the Trust or the performance
of its duties hereunder, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of the reckless
disregard of its obligations and duties hereunder. As used in this Section 5,
the term "Administrator" shall include Signature Broker-Dealer Services, Inc.
and/or any of its affiliates and the Directors, officers and employees of
Signature Broker-Dealer Services, Inc. and/or of its affiliates.
6. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Trust are not to be deemed to be exclusive, the Administrator being free
to render administrative and/or other services to other parties. It is
understood that Trustees, officers, and shareholders of the Trust are or may
become interested in the Administrator and/or any of its affiliates, as
Directors, officers, employees, or otherwise, and that Directors, officers and
employees of the Administrator and/or any of its affiliates are or may become
similarly interested in the Trust and that the Administrator and/or any of its
affiliates may be or become interested in the Trust as a shareholder or
otherwise.
7. TERMINATION. This Agreement may be terminated as to any Series at
any time, without the payment of any penalty, by the Board of Trustees of the
Trust or by the Administrator, in each case on not more than 60 days' nor less
than 30 days' written notice to the other party.
8. SUBCONTRACTING BY THE ADMINISTRATOR. The Administrator may
subcontract for the performance of its obligations hereunder with any one or
more persons; PROVIDED, HOWEVER, that the Administrator shall not enter into any
such subcontract unless the Trustees of the Trust shall have approved such
subcontract and found the subcontracting party to be qualified to perform the
obligations sought to be subcontracted and PROVIDED, FURTHER, that, unless the
Trust otherwise expressly agrees in writing, the Administrator shall be as fully
responsible to the Trust for the acts and omissions of any subcontractor as it
would be for its own acts or omissions.
9. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
10. AMENDMENTS. This Agreement may be amended by only mutual written
consent.
11. MISCELLANEOUS. This agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. Should any part of this Agreement be held or made invalid by a court
decision, statute, rule or otherwise, the
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remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding and shall inure to the benefit of the parties hereto and their
respective successors, to the extent permitted by law.
12. NOTICE. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Administrator at Signature
Broker-Dealer Services, Inc., 0 Xx. Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Treasurer; or (2) to the Trust at The Xxxxxxxx
Funds c/o Signature Broker-Dealer Services, Inc., 0 Xx. Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Treasurer.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned officer of the Trust has executed this Agreement not individually,
but as an officer of the Trust under the Trust's Declaration of Trust, dated
November 4, 1992 as amended, and the obligations of this Agreement are not
binding upon any of the Trustees or shareholders of the Trust individually, but
bind only the Trust estate.
THE XXXXXXXX FUNDS
By /s/XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Secretary and Treasurer
SIGNATURE BROKER-DEALER SERVICES, INC.
By /s/XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
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SCHEDULE A
ADMINISTRATION FEES
THE XXXXXXXX FUNDS (THE "TRUST")
The annual administration fee charged to and payable by each Fund is equal to
its proportionate share of an annual complex-wide charge. This charge is
calculated daily based on the aggregate net assets of the registered investment
companies (collectively the "Master Portfolios") in which the Funds, The JPM
Institutional Funds or The JPM Advisor Funds invest and in accordance with the
following annual schedule:
0.03% on the first $7 billion of the Master Portfolios'
aggregate average daily net assets; and 0.01% of the Master
Portfolios' aggregate average daily net assets in excess of $7
billion
The portion of this charge payable by each Fund is determined by the
proportionate share that its net assets bear to the total of the net assets of
the Trust, The JPM Institutional Funds, The JPM Advisor Funds and the Master
Portfolios.
Approved: December 26. 1995
Effective December 29, 1995
(supersedes schedule dated/approved 4/13/95)
THE XXXXXXXX FUNDS
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Chairman and
Chief Executive Officer
SIGNATURE BROKER-DEALER SERVICES, INC.
/s/ Linood X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
