ADMINISTRATION AGREEMENT
This Agreement is made as of August 2, 1993, between Xxxxxxxxx &
Xxxxxx Equity Funds, a Delaware business trust ("Trust"), and Xxxxxxxxx & Xxxxxx
Management Incorporated, a New York corporation ("Administrator"), and is
amended as of May 1, 1995 and August 2, 1997.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company and has established several separate series of shares ("Series"), with
each Series having its own assets and investment policies; and
WHEREAS, the Trust desires to retain the Administrator to furnish
administrative services and certain shareholder and shareholder-related services
not generally available from banks and other institutions that act as servicing
agents for investment companies ("institutional servicing agents") to each
Series listed in Schedule A attached hereto, and to such other Series of the
Trust hereinafter established as agreed to from time to time by the parties,
evidenced by an addendum to Schedule A (hereinafter "Series" shall refer to each
Series which is subject to this Agreement and all agreements and actions
described herein to be made or taken by a Series shall be made or taken by the
Trust on behalf of the Series), and the Administrator is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. SERVICES OF THE ADMINISTRATOR.
1.1 ADMINISTRATIVE SERVICES. The Administrator shall supervise
each Series's business and affairs and shall provide such services required for
effective administration of such Series as are not provided by employees or
other agents engaged by such Series; PROVIDED, that the Administrator shall not
have any obligation to provide under this Agreement any direct or indirect
services to a Series's shareholders except those described in this Agreement,
any services related to the distribution of a Series's shares, or any other
services that are the subject of a separate agreement or arrangement between a
Series and the Administrator. Subject to the foregoing, in providing
administrative services hereunder, the Administrator shall:
1.1.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish
without cost to each Series, or pay the cost of, such office space, office
equipment and office facilities as are adequate for the Series's needs.
1.1.2 PERSONNEL. Provide, without remuneration from or
other cost to each Series, the services of individuals competent to perform all
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of the Series's executive, administrative and clerical functions that are not
performed by employees or other agents engaged by the Series or by the
Administrator acting in some other capacity pursuant to a separate agreement or
arrangement with the Series.
1.1.3 AGENTS. Assist each Series in selecting and
coordinating the activities of the other agents engaged by the Series, including
the Series's shareholder servicing agent, custodian, independent auditors and
legal counsel.
1.1.4 TRUSTEES AND OFFICERS. Authorize and permit the
Administrator's directors, officers or employees who may be elected or appointed
as trustees or officers of the Trust to serve in such capacities, without
remuneration from or other cost to the Trust or any Series.
1.1.5 BOOKS AND RECORDS. Assure that all financial,
accounting and other records required to be maintained and preserved by each
Series are maintained and preserved by it or on its behalf in accordance with
applicable laws and regulations.
1.1.6 REPORTS AND FILINGS. Assist in the preparation of
(but not pay for) all periodic reports by each Series to shareholders of such
Series and all reports and filings required to maintain the registration and
qualification of the Series and the Series's shares, or to meet other regulatory
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or tax requirements applicable to the Series, under federal and state securities
and tax laws.
1.2 SHAREHOLDER AND RELATED SERVICES. The Administrator shall provide
such of the following services as are required by any Series or its
shareholders:
1.2.1 Direct shareholder services, consisting of:
(a) Processing Series share purchase and redemption
requests transmitted or delivered to the office of the Administrator;
(b) Coordinating and implementing bank-to-bank wire
transfers in connection with Series share purchases and redemptions;
(c) Executing exchange orders involving concurrent
purchases and redemptions of shares of a Series and shares of other Series or of
other investment companies or series thereof;
(d) Responding to telephonic and in-person inquiries from
existing shareholders or their representatives requesting information regarding
matters such as shareholder account or transaction status, net asset value
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("NAV") of Series shares, and Series performance, Series services, plans and
options, Series investment policies, Series portfolio holdings, and Series
distributions and classification thereof for tax purposes;
(e) Dealing with shareholder complaints and correspondence
directed to or brought to the attention of the Administrator; and
(f) Generating or developing and distributing special data,
notices, reports, programs and literature required by large shareholders, by
shareholders with specialized informational needs, or by shareholders generally
in light of developments, such as changes in tax laws.
1.2.2 Assisting any institutional servicing agent engaged by the
Series in the development, implementation and maintenance of the following
special programs and systems to enhance overall Series shareholder servicing
capability, consisting of:
(a) Training programs for personnel of such institutional
servicing agent;
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(b) Joint programs with such institutional servicing agent
for the development of systems software, shareholder information reports, and
other special reports;
(c) Automatic data exchange facilities with shareholders
and such institutional servicing agent;
(d) Automated clearinghouse transfer procedures between
shareholders and such institutional servicing agent; and
(e) Touch-tone telephone information and transaction
systems for shareholders.
1.2.3 Soliciting and gathering shareholder proxies.
1.2.4 Such other shareholder and shareholder-related services,
whether similar to or different from those described in Subparagraphs 1.2.1,
1.2.2 and 1.2.3 of this Paragraph 1.2, as the parties may from time to time
agree in writing.
1.3 BLUE SKY SERVICES. The Administrator shall maintain under this Agreement the
registration or qualification of a Series and its shares under state Blue Sky or
securities laws and regulations, as necessary; PROVIDED that such Series shall
pay all related filing fees and registration or qualification fees.
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1.4 OTHER SERVICES. The Administrator shall provide such other
services required by a Series as the parties may from time to time agree in
writing are appropriate to be provided under this Agreement.
2. EXPENSES OF EACH SERIES.
2.1 EXPENSES TO BE PAID BY THE ADMINISTRATOR. The Administrator
shall pay all salaries, expenses and fees of the officers, trustees, or
employees of the Trust who are officers, directors or employees of the
Administrator. In the event that the Administrator pays or assumes any expenses
of the Trust or a Series not required to be paid or assumed by the Administrator
under this Agreement, the Administrator shall not be obligated hereby to pay or
assume the same or any similar expense in the future; PROVIDED, that nothing
herein contained shall be deemed to relieve the Administrator of any obligation
to the Trust or to a Series under any separate agreement or arrangement between
the parties.
2.2 EXPENSES TO BE PAID BY THE SERIES. Each Series shall bear all
expenses of its operation, except those specifically allocated to the
Administrator under this Agreement or under any separate agreement between such
Series and the Administrator. Expenses to be borne by such Series shall include
both expenses directly attributable to the operation of that Series and the
offering of its shares, as well as the portion of any expense of the Trust that
is properly allocable to such Series in a manner approved by the trustees of the
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Trust ("Trustees"). Subject to any separate agreement or arrangement between the
Trust or a Series and the Administrator, the expenses hereby allocated to each
Series, and not to the Administrator, include, but are not limited to:
2.2.1 CUSTODY. All charges of depositories, custodians, and
other agents for the transfer, receipt, safekeeping, and servicing of its cash,
securities, and other property.
2.2.2 SHAREHOLDER SERVICING. All expenses of maintaining
and servicing shareholder accounts, including but not limited to the charges of
any shareholder servicing agent, dividend disbursing agent or other agent
engaged by a Series to service shareholder accounts; EXCEPT those expenses
specifically allocated to the Administrator in Subparagraph 1.2 hereof, and
those which may in the future be specifically allocated to the Administrator
under subparagraph 1.4 hereof.
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing,
setting in type, printing and distributing reports and other communications to
shareholders of a Series.
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2.2.4 PROSPECTUSES. All expenses of preparing, setting in
type, printing and mailing annual or more frequent revisions of a Series's
Prospectus and Statement of Additional Information ("SAI") and any supplements
thereto and of supplying them to shareholders of the Series.
2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of
computing a Series's net asset value ("NAV") per share, including any equipment
or services obtained for the purpose of pricing shares or valuing the Series's
investment portfolio.
2.2.6 COMMUNICATIONS. All charges for equipment or services
used for communications between the Administrator or the Series and any
custodian, shareholder servicing agent, portfolio accounting services agent, or
other agent engaged by a Series.
2.2.7 LEGAL AND ACCOUNTING FEES. All charges for services
and expenses of a Series's legal counsel and independent auditors.
2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of
Trustees other than those affiliated with the Administrator, all expenses
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incurred in connection with such unaffiliated Trustees' services as Trustees,
and all other expenses of meetings of the Trustees or committees thereof.
2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to
holding meetings of shareholders, including the printing of notices and proxy
materials, and proxy solicitation therefor.
2.2.10 FEDERAL REGISTRATION FEES. All fees and expenses of
registering and maintaining the registration of the Trust and each Series under
the 1940 Act and the registration of each Series's shares under the Securities
Act of 1933 (the "1933 Act"), including all fees and expenses incurred in
connection with the preparation, setting in type, printing, and filing of any
Registration Statement, Prospectus and SAI under the 1933 Act or the 1940 Act,
and any amendments or supplements that may be made from time to time.
2.2.11 STATE REGISTRATION FEES. All fees and expenses of
qualifying and maintaining the qualification of the Trust and each Series and of
each Series's shares for sale under securities laws of various states or
jurisdictions, and of registration and qualification of each Series under all
other laws applicable to a Series or its business activities (including
registering the Series as a broker-dealer, or any officer of the Series or any
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person as agent or salesman of the Series in any state).
2.2.12 SHARE CERTIFICATES. All expenses of preparing and
transmitting a Series's share certificates, if any.
2.2.13 CONFIRMATIONS. All expenses incurred in connection
with the issue and transfer of a Series's shares, including the expenses of
confirming all share transactions.
2.2.14 BONDING AND INSURANCE. All expenses of bond,
liability, and other insurance coverage required by law or regulation or deemed
advisable by the Trustees, including, without limitation, such bond, liability
and other insurance expense that may from time to time be allocated to the
Series in a manner approved by the Trustees.
2.2.15 BROKERAGE COMMISSIONS. All brokers' commissions and
other charges incident to the purchase, sale or lending of a Series's portfolio
securities.
2.2.16 TAXES. All taxes or governmental fees payable by or
with respect to a Series to federal, state or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes.
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2.2.17 TRADE ASSOCIATION FEES. All fees, dues and other
expenses incurred in connection with a Series's membership in any trade
association or other investment organization.
2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such
nonrecurring and extraordinary expenses as may arise, including the costs of
actions, suits, or proceedings to which the Series is a party and the expenses a
Series may incur as a result of its legal obligation to provide indemnification
to the Trust's officers, Trustees and agents.
2.2.19 ORGANIZATIONAL EXPENSES. All organizational expenses
of each Series paid or assessed by the Administrator, which such Series shall
reimburse to the Administrator at such time or times and subject to such
condition or conditions as shall be specified in the Prospectus and SAI pursuant
to which such Series makes the initial public offering of its shares.
2.2.20 INVESTMENT ADVISORY SERVICES. Any fees and expenses
for investment advisory services that may be incurred or contracted for by a
Series.
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3. ADMINISTRATION FEE.
3.1 FEE. As compensation for all services rendered, facilities
provided and expenses paid or assumed by the Administrator to or for each Series
under this Agreement, such Series shall pay the Administrator an annual fee as
set out in Schedule B to this Agreement.
3.2 COMPUTATION AND PAYMENT OF FEE. The administration fee shall
accrue on each calendar day, and shall be payable monthly on the first business
day of the next succeeding calendar month. The daily fee accruals for each
Series shall be computed by multiplying the fraction of one divided by the
number of days in the calendar year by the applicable annual administration fee
rate (as set forth in Schedule B hereto), and multiplying this product by the
NAV of such Series, determined in the manner set forth in such Series's
then-current Prospectus, as of the close of business on the last preceding
business day on which such Series's NAV was determined.
3.3 STATE EXPENSE LIMITATION. If in any fiscal year a Series's
operating expenses plus such Series's pro rata portion of the operating expenses
of any portfolio of Equity Managers Trust in which such Series invests all or
substantially all of its assets ("Aggregate Operating Expenses"), which includes
any fees or expense reimbursements payable to the Administrator pursuant to this
Agreement and any compensation payable to the Administrator pursuant to (i) the
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Management Agreement between such portfolio and the Administrator, or (ii) any
other agreement or arrangement with respect to such Series, but excluding
interest, taxes, brokerage commissions, litigation and indemnification expenses,
and other extraordinary expenses not incurred in the ordinary course of such
Series's business) exceed the lowest applicable percentage expense limitation
imposed under the securities law and regulations of any state in which such
Series's shares are qualified for sale (the "State Expense Limitation"), then
the administration fee payable to the Administrator under this Agreement by such
Series shall be reduced by the amount of such excess; PROVIDED, that the
Administrator shall have no obligation hereunder to reimburse the Series for any
such expenses which exceed such administration fee.
Any reduction in the administration fee shall be made monthly, by
annualizing the Aggregate Operating Expenses of such Series for each month as of
the last day of such month. An adjustment shall be made on or before the last
day of the first month of the next succeeding fiscal year if Aggregate Operating
Expenses for such Series's fiscal year do not exceed the State Expense
Limitation or if for such fiscal year there is no applicable State Expense
Limitation.
4. OWNERSHIP OF RECORDS. All records required to be maintained and
preserved by each Series pursuant to the provisions of rules or regulations of
the Securities and Exchange Commission ("SEC") under Section 31(a) of the 1940
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Act and maintained and preserved by the Administrator on behalf of such Series,
including any such records maintained by the Administrator in connection with
the performance of its obligations hereunder, are the property of such Series
and shall be surrendered by the Administrator promptly on request by the Series;
PROVIDED, that the Administrator may at its own expense make and retain copies
of any such records.
5. REPORTS TO ADMINISTRATOR. Each Series shall furnish or otherwise make
available to the Administrator such copies of that Series's Prospectus, SAI,
financial statements, proxy statements, reports, and other information relating
to its business and affairs as the Administrator may, at any time or from time
to time, reasonably require in order to discharge its obligations under this
Agreement.
6. REPORTS TO EACH SERIES. The Administrator shall prepare and furnish
to each Series such reports, statistical data and other information in such form
and at such intervals as such Series may reasonably request.
7. ADMINISTRATOR'S OWNERSHIP OF SOFTWARE AND RELATED MATERIALS. All
computer programs, written procedures and similar items developed or acquired
and used by the Administrator in performing its obligations under this Agreement
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shall be the property of the Administrator, and no Series will acquire any
ownership interest therein or property rights with respect thereto.
8. CONFIDENTIALITY. The Administrator agrees, on its own behalf and on
behalf of its employees, agents and contractors, to keep confidential any and
all records maintained and other information obtained hereunder which relates to
any Series or to any of a Series's former, current or prospective shareholders,
EXCEPT that the Administrator may deliver records or divulge information (a)
when requested to do so by duly constituted authorities after prior notification
to and approval in writing by such Series (which approval will not be
unreasonably withheld and may not be withheld by such Series where the
Administrator advises such Series that the Administrator may be exposed to civil
or criminal contempt proceedings or other penalties for failure to comply with
such request) or (b) whenever requested in writing to do so by such Series.
9. SERVICES TO OTHER CLIENTS. Nothing herein shall limit the freedom of
the Administrator or any affiliated person of the Administrator to render
services of the types contemplated hereby to other persons, firms or
corporations, including but not limited to other investment companies, or to
engage in other business activities.
10. LIMITATION OF LIABILITY REGARDING THE TRUST. The Administrator shall
look only to the assets of each Series for performance of this Agreement by the
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Trust on behalf of such Series, and neither the Trustees nor any of the Trust's
officers, employees or agents, whether past, present or future, shall be
personally liable therefor, nor shall any other Series by liable therefor.
11. ADMINISTRATOR'S ACTIONS IN RELIANCE ON SERIES'S INSTRUCTIONS, LEGAL
OPINIONS, ETC.; SERIES'S COMPLIANCE WITH LAWS.
11.1 The Administrator may at any time apply to an officer of the
Trust for instructions, and may consult with legal counsel for a Series or with
the Administrator's own legal counsel, in respect of any matter arising in
connection with this Agreement; and the Administrator shall not be liable for
any action taken or omitted to be taken in good faith and with due care in
accordance with such instructions or with the advice or opinion of such legal
counsel. The Administrator shall be protected in acting upon any such
instructions, advice or opinion and upon any other paper or document delivered
by a Series or such legal counsel which the Administrator believes to be genuine
and to have been signed by the proper person or persons.
11.2 Except as otherwise provided in this Agreement or in any
separate agreement between the parties and except for the accuracy of
information furnished to each Series by the Administrator, each Series assumes
full responsibility for the preparation, contents, filing and distribution of
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its Prospectus and SAI, and full responsibility for other documents or actions
required for compliance with all applicable requirements of the 1940 Act, the
Securities Exchange Act of 1934, the 1933 Act, and any other applicable laws,
rules and regulations of governmental authorities having jurisdiction over such
Series.
12. LIABILITY OF ADMINISTRATOR. The Administrator shall not be liable to
any Series for any action taken or omitted to be taken by the Administrator or
its employees, agents or contractors in carrying out the provisions of this
Agreement if such action was taken or omitted in good faith and without
negligence or misconduct on the part of the Administrator, or its employees,
agents or contractors.
13. INDEMNIFICATION BY SERIES. Each Series shall indemnify the
Administrator and hold it harmless from and against any and all losses, damages
and expenses, including reasonable attorneys' fees and expenses, incurred by the
Administrator that result from: (i) any claim, action, suit or proceeding in
connection with the Administrator's entry into or performance of this Agreement
with respect to such Series; or (ii) any action taken or omission to act
committed by the Administrator in the performance of its obligations hereunder
with respect to such Series; or (iii) any action of the Administrator upon
instructions believed in good faith by it to have been executed by a duly
authorized officer or representative of the Trust with respect to such Series;
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PROVIDED, that the Administrator shall not be entitled to such indemnification
in respect of actions or omissions constituting negligence or misconduct on the
part of the Administrator or its employees, agents or contractors. Before
confessing any claim against it which may be subject to indemnification by a
Series hereunder, the Administrator shall give such Series reasonable
opportunity to defend against such claim in its own name or in the name of the
Administrator.
14. INDEMNIFICATION BY THE ADMINISTRATOR. The Administrator shall
indemnify each Series and hold it harmless from and against any and all losses,
damages and expenses, including reasonable attorneys' fees and expenses,
incurred by such Series which result from: (i) the Administrator's failure to
comply with the terms of this Agreement with respect to such Series; or (ii) the
Administrator's lack of good faith in performing its obligations hereunder with
respect to such Series; or (iii) the negligence or misconduct of the
Administrator or its employees, agents or contractors in connection herewith
with respect to such Series. A Series shall not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
misconduct on the part of that Series or its employees, agents or contractors
other than the Administrator unless such negligence or misconduct results from
or is accompanied by negligence or misconduct on the part of the Administrator,
any affiliated person of the Administrator, or any affiliated person of an
affiliated person of the Administrator. Before confessing any claim against it
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which may be subject to indemnification hereunder, a Series shall give the
Administrator reasonable opportunity to defend against such claim in its own
name or in the name of the Trust on behalf of such Series.
15. EFFECT OF AGREEMENT. Nothing herein contained shall be deemed to
require the Trust or any Series to take any action contrary to the Trust
Instrument or Bylaws of the Trust or any applicable law, regulation or order to
which it is subject or by which it is bound, or to relieve or deprive the
Trustees of their responsibility for and control of the conduct of the business
and affairs of the Series or the Trust.
16. TERM OF AGREEMENT. The term of this Agreement, as amended, shall
begin on August 2, 1997 with respect to each Series and, unless sooner
terminated as hereinafter provided, this Agreement shall remain in effect
through August 2, 1998. Thereafter, this Agreement shall continue in effect with
respect to each Series from year to year, subject to the termination provisions
and all other terms and conditions hereof; PROVIDED, such continuance with
respect to a Series is approved at least annually by vote or written consent of
the Trustees, including a majority of the Trustees who are not interested
persons of either party hereto ("Disinterested Trustees"); and PROVIDED FURTHER,
that the Administrator shall not have notified a Series in writing at least
sixty days prior to the first expiration date hereof or at least sixty days
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prior to any expiration date in any year thereafter that it does not desire such
continuation. The Administrator shall furnish any Series, promptly upon its
request, such information (including the Administrator's costs of delivering the
services provided to such Series hereunder) as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
thereof. The Administrator shall permit the Trust and/or the Series and their
accountants, counsel or other representatives to review its books and records
relating to the services provided hereunder at reasonable intervals during
normal business hours upon reasonable notice requesting such review.
17. AMENDMENT OR ASSIGNMENT OF AGREEMENT. Any amendment to this
Agreement shall be in writing signed by the parties hereto. The Administrator
may not assign this Agreement or any interest hereunder voluntarily, by
operation of law, or otherwise, without the prior written consent of any Series
affected thereby. Any amendment hereof or assignment or transfer of any interest
hereunder by the Administrator shall not be effective with respect to a Series
unless and until authorized (i) by resolution of the Trustees, including the
vote or written consent of a majority of the Disinterested Trustees or (ii) by
vote of a majority of the outstanding voting securities of such Series.
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18. TERMINATION OF AGREEMENT. This Agreement may be terminated at any
time by either party hereto, without the payment of any penalty, upon sixty
days' prior written notice to the other party; PROVIDED, that in the case of
termination by any Series, such action shall have been authorized (i) by
resolution of the Trustees, including the vote or written consent of the
Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting
securities of such Series. This agreement shall automatically and immediately
terminate as to any Series in the event of its assignment by the Administrator,
or the Administrator's assignment or transfer of any interest hereunder, without
prior written consent of the affected Series as provided in Paragraph 17 hereof;
PROVIDED that with the consent of a Series, the Administrator may subcontract to
another person any of its responsibilities under this Agreement with respect to
any such Series.
19. NAME OF A SERIES. Each Series hereby agrees that if the
Administrator shall at any time for any reason cease to serve as administrator
to a Series, such Series shall, if and when requested by the Administrator,
eliminate from such Series's name the name "Xxxxxxxxx & Xxxxxx" and thereafter
refrain from using the name "Xxxxxxxxx & Xxxxxx" or the initials "N&B" in
connection with its business or activities, and the foregoing agreement of each
Series shall survive any termination of this Agreement and any extension or
renewal thereof.
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20. INTERPRETATION AND DEFINITION OF TERMS. Any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms
"vote of a majority of the outstanding voting securities," "interested person,"
"assignment" and "affiliated person" as used in this Agreement shall have the
meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by a rule, regulation or order of
the SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order. The Trust
and the Administrator may from time to time agree on such provisions
interpreting or clarifying the provisions of this Agreement as, in their joint
opinion, are consistent with the general tenor of this Agreement and with the
specific provisions of this Paragraph 20. Any such interpretations or
clarifications shall be in writing signed by the parties and annexed hereto, but
no such interpretation or clarification shall be effective if in contravention
of any applicable federal or state law or regulations, and no such
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interpretation or clarification shall be deemed to be an amendment to this
Agreement.
21. CHOICE OF LAW. This Agreement is made and to be principally
performed in the State of New York, and except insofar as the 1940 Act or other
federal laws and regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York.
22. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
23. EXECUTION IN COUNTERPARTS. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by their respective officers thereunto duly authorized and their
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respective seals to be hereunto affixed, as of the day and year first above
written.
XXXXXXXXX & XXXXXX EQUITY FUNDS
By /s/ Xxxxxxx X. Xxxxxx
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Vice President
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Title
XXXXXXXXX & XXXXXX
MANAGEMENT INCORPORATED
By /s/ Xxxxxxx Xxxxxx
--------------------------
President
--------------------------
Title
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