ADMINISTRATION AGREEMENT
------------------------
WPG EURONET FUND
AGREEMENT made as of the __ day of ________, 2000, by and between
XXXXX, XXXX & XXXXX FUNDS TRUST, a Massachusetts business trust (the "Trust"),
on behalf of its series WPG EURONET FUND (the "Fund"), and XXXXX, XXXX & XXXXX,
L.L.C., a New York limited liability company (the "Administrator").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended and is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended.
The Trust desires the Administrator to render services to the Trust, on
behalf of the Fund, and the Administrator is willing to render such services
upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties
hereto agree as follows:
1. ADMINISTRATIVE SERVICES.
-----------------------
(a) Subject to the general supervision of the Board of Trustees of the
Trust, the Administrator will provide certain administrative services
to the Trust, on behalf of the Fund. The Administrator will, to the
extent such services are not required to be performed by others
pursuant to the custodian agreement, the transfer agency agreement (to
the extent that a person other than the Administrator is serving
thereunder as the Trust's transfer agent), or other arrangements (i)
provide supervision of all aspects of the Fund's operations not
referred to in Section 4 of the current Investment Advisory Agreement
between the Trust, on behalf of the Fund, and the Trust's investment
adviser (the "Investment Advisory Agreement"); (ii) provide the Fund
with personnel to perform such executive, administrative, accounting
and clerical services as are reasonably necessary to provide effective
administration of the Fund; (iii) arrange for, at the Fund's expense,
(a) the preparation for the Fund of all required tax returns, (b) the
preparation and submission of reports to existing shareholders and (c)
the periodic updating of the Fund's prospectuses and statements of
additional information and the preparation of reports filed with the
Securities and Exchange Commission and other regulatory authorities;
(iv) maintain all of the Fund's records not required to be maintained
by the investment adviser pursuant to Section 4(c) of the Investment
Advisory Agreement; (v) provide the Fund with adequate office space
and all necessary office equipment and services, including, without
limitation, telephone service, heat, utilities, stationery supplies
and similar items; and (vi) provide to the Fund transfer
agency-related and shareholder relations services and facilities and
the services of one or more of its employees or officers, or employees
or officers of its affiliates, relating to such functions (including
salaries and benefits, office space and supplies, equipment and
teaching).
(b) The Administrator will also provide to the Trust's Board of Trustees
such periodic and special reports as the Board may reasonably request.
The Administrator shall for all purposes herein be deemed to be an
independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
(c) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(d) The services hereunder are not deemed exclusive and the Administrator
shall be free to render similar services to others so long as its
services under this Agreement are not impaired thereby.
2. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise provided in Section
1 of this Agreement, the Administrator will pay all costs it incurs in
connection with the performance of its duties under Section 1 of this
Agreement. The Administrator will pay the compensation and expenses of all
of its personnel and will make available, without expense to the Trust or
the Fund, the services of such of its principals, officers and employees as
may be duly elected officers or Trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed by law. The
Administrator will not be required to bear any expenses otherwise payable
by the Trust or the Fund except as may be specifically agreed pursuant to
Section 3 of this Agreement, but will be required to pay expenses
specifically allocated to the Administrator in this Section 2. In
particular, but without limiting the generality of the foregoing, the
Administrator will not be required to pay: (i) fees and expenses of any
investment adviser of the Fund; (ii) organization expenses of the Trust or
the Fund; (iii) fees and expenses incurred by the Trust in connection with
membership in investment company organizations; (iv) brokers' commissions;
(v) payment for portfolio pricing services to a pricing agent, if any; (vi)
legal or auditing expenses (including an allocable portion of the cost of
its employees rendering legal services to the Trust); (vii) interest,
insurance premiums, taxes or governmental fees; (viii) the fees and
expenses of the transfer agent of the Trust; (ix) the cost of preparing
stock certificates or any other expenses, including, without limitation,
clerical expenses of issue, redemption or repurchase of shares of the
Trust; (x) the expenses of and fees for registering or qualifying shares of
the Trust for sale and of maintaining the registration of the Trust and
registering the Trust as a broker or a dealer; (xi) the fees and expenses
of Trustees of the Trust who are not affiliated with the Administrator;
(xii) the cost of preparing and distributing reports and notices to
shareholders, the Securities and Exchange Commission and other regulatory
authorities; (xiii) the fees or disbursements of custodians of the Trust's
assets, including expenses incurred in the performance of any obligations
enumerated by the Agreement and Declaration of Trust or By-Laws of the
Trust insofar as they govern agreements with any such custodian; (xiv)
costs in connection with annual or special meetings of shareholders,
including proxy material preparation, printing and mailing; (xv) litigation
and indemnification expenses and other extraordinary expenses not incurred
in the ordinary course of the Trust's business; or (xvi) distribution fees
and service fees.
3. COMPENSATION OF THE ADMINISTRATOR.
---------------------------------
(a) For all services to be rendered and payments made as provided in
Sections 1 and 2 hereof, the Trust, on behalf of the Fund, will pay
the Administrator on the last day of each month a fee at an annual
rate equal to 0.08%. The "average daily net assets" of the Fund shall
be determined on the basis set forth in the Fund's prospectus or
otherwise consistent with the 1940 Act and the regulations promulgated
thereunder.
(b) In addition to the foregoing, the Administrator may from time to time
agree not to impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to assume responsibility for all or
a portion of any expenses related to the operations of the Fund that
are not otherwise required to be directly or indirectly borne by the
Administrator. Further, any agreement by the Administrator to limit
the Fund's operating expenses to a specific level may be made with the
understanding that the Fund, to the extent legally permissible, will
reimburse the Administrator for advisory fees foregone and/or expenses
paid by the Administrator for a particular year pursuant to such
agreement if in any subsequent year operating expenses for the Fund
are less than the operating expenses limitation (if any), for such
subsequent year to which the Administrator may agree. Subject to the
foregoing, any fee reduction or undertaking referred to in this
Subsection shall constitute a binding modification of this Agreement
while it is in effect but may be discontinued or modified
prospectively by the Administrator at any time.
4. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties
or from reckless disregard by the Administrator of its obligations and
duties under this Agreement. Any person, even though also employed by the
Administrator, who may be or become an employee of and paid by the Trust
shall be deemed, when acting within the scope of his employment by the
Trust, to be acting in such employment solely for the Trust and not as its
employee or agent. It is understood and expressly stipulated that none of
the trustees or shareholders of the Trust shall be personally liable
hereunder. None of the trustees, officers, agents or shareholders of the
Trust assume any personal liability for obligations entered into on behalf
of the Trust. All persons dealing with the Trust must look solely to the
property of the Trust for the enforcement of any claims against the Trust.
The Fund shall not be liable for any claims against any other series of the
Trust.
5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall remain in
force until April 30, 2002 and shall continue for periods of one year
thereafter, but only so long as such continuance is specifically approved
at least annually by the vote of a majority of the Board of Trustees of the
Trust. This Agreement may, on 60 days' written notice to the other party,
be terminated at any time without the payment of any penalty by the Trust
or by the Administrator.
6. AMENDMENT OF THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
8. MISCELLANEOUS. 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. This Agreement may
be executed simultaneously in two or more 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
duly executed as of the day and year first above written.
WPG EURONET FUND
By:________________________________
Its:
XXXXX, XXXX & XXXXX, L.L.C.
By:________________________________
Its:
