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Exhibit 99h.2
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FORM OF
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of March, 1999, by and
between SSgA International Liquidity Fund, a Delaware business trust (the
"Company"), and BISYS FUND SERVICES OHIO, INC. (the "Administrator"), an Ohio
corporation.
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series of shares of beneficial interest ("Shares");
and
WHEREAS, Administrator is an affiliate of BISYS Fund Services Limited
Partnership, BISYS Fund Services, Inc. and BISYS Fund Services (Ireland) Limited
(each such entity and any other entity hereafter providing services under a
BISYS Agreement (as defined below) is hereinafter referred to as a "BISYS
Entity"); and
WHEREAS, concurrently herewith, Administrator and the other BISYS
Entities are entering into other agreements to provide services to the Company,
the International Currency Fund, and SSgA Cash Management Fund PLC (such
agreements and any other comparable agreements in effect from time to time being
referred to collectively as the "BISYS Agreements"); and
WHEREAS, the Company desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such series of the Company as the Company and the Administrator may agree on
("Funds") and as listed on Schedule A attached hereto and made a part of this
Agreement, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:
ARTICLE 1. Retention of the Administrator. The Company hereby retains
the Administrator to act as the administrator of the Funds and to furnish the
Funds with the management and administrative services as set forth in Article 2
below. The Administrator hereby accepts such employment to perform the duties
set forth below. The Company consents to the performance of certain services
hereunder by Administrator's affiliate, BISYS Fund Services (Ireland) Limited
("BISYS Ireland"); provided, however, that Administrator shall be fully
responsible for the acts and omissions of BISYS Ireland and shall not be
relieved of any of its responsibilities hereunder by any such delegation.
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The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company in any way and shall
not be deemed an agent of the Company.
ARTICLE 2. Administrative Services. The Administrator shall perform
administrative services in connection with the operations of the Funds, and, on
behalf of the Company, will investigate, assist in the selection of, supervise
the performance by and conduct relations with custodians, depositories,
accountants, legal counsel, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks and persons in any other capacity deemed to be
necessary or desirable for the Funds' operations. The Administrator shall
provide the Trustees of the Company with such reports regarding investment
performance as they may reasonably request but shall have no responsibility for
supervising the performance by any investment adviser or sub-adviser of its
responsibilities.
The Administrator shall provide the Company with regulatory reporting,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Trustees' meetings) for handling the
affairs of the Funds and such other services as the Administrator shall, from
time to time, determine to be necessary to perform its obligations under this
Agreement. In addition, at the request of the Board of Trustees, the
Administrator shall make reports to the Company's Trustees concerning the
performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator
shall:
(a) calculate contractual Company expenses and control
all disbursements for the Company, and, as
appropriate, compute the Company's yields, total
return, expense ratios, portfolio turnover rate and,
if required, portfolio average dollar-weighted
maturity;
(b) assist Company counsel with the preparation of
prospectuses, statements of additional information,
registration statements and proxy materials;
(c) prepare such reports, applications and documents
(including reports regarding the sale and redemption
of Shares as may be required in order to comply with
Federal and state securities law) as may be necessary
or desirable to register the Company's Shares with
state securities authorities, monitor the sale of
Company Shares for compliance with state securities
laws, and file with the appropriate state securities
authorities the registration statements and reports
for the Company and the Company's Shares and all
amendments thereto, as may be necessary or convenient
to register and keep effective the Company and the
Company's Shares with state securities authorities to
enable the Company to make a continuous offering of
its Shares;
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(d) develop and prepare, with the assistance of the
Company's investment adviser, communications to
Shareholders, including the annual report to
Shareholders, coordinate the mailing of prospectuses,
notices, proxy statements, proxies and other reports
to Company Shareholders, and supervise and facilitate
the proxy solicitation process for all shareholder
meetings, including the tabulation of shareholder
votes;
(e) administer contracts on behalf of the Company with,
among others, the Company's investment adviser,
distributor, custodian, transfer agent and fund
accountant;
(f) supervise the Company's transfer agent with respect
to the payment of dividends and other distributions
to Shareholders;
(g) calculate performance data of the Funds for
dissemination to information services covering the
investment company industry including, without
limitation, calculation of one, five and ten year
total returns and such other measures of performance
reasonably requested by the Company;
(h) coordinate and supervise the preparation and filing
of the Company's tax returns;
(i) examine and review the operations and performance of
the various organizations providing services to the
Company or any Fund of the Company, including,
without limitation, the Company's investment adviser,
distributor, custodian, fund accountant, transfer
agent, outside legal counsel and independent public
accountants, and, at the request of the Board of
Trustees, report to the Board on the performance of
organizations;
(j) assist with the layout and printing of publicly
disseminated prospectuses and assist with and
coordinate layout and printing of the Company's
semi-annual and annual reports to Shareholders;
(k) assist with the design, development, and operation of
the Funds, including new classes, investment
objectives, policies and structure;
(l) provide individuals reasonably acceptable to the
Company's Board of Trustees to serve as officers of
the Company, who will be responsible for the
management of certain of the Company's affairs as
determined by the Company's Board of Trustees;
(m) advise the Company and its Board of Trustees on
matters concerning the Company and its affairs;
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(n) obtain and keep in effect fidelity bonds and
directors and officers/errors and omissions insurance
policies for the Company in accordance with the
requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as such bonds and policies are approved by
the Company's Board of Trustees;
(o) monitor and advise the Company and its Funds on their
registered investment company status under the
Internal Revenue Code of 1986, as amended;
(p) perform all administrative services and functions of
the Company and each Fund to the extent
administrative services and functions are not
provided to the Company or such Fund pursuant to the
Company's or such Fund's distribution agreement,
transfer agent agreement and fund accounting
agreement;
(q) furnish advice and recommendations with respect to
other aspects of the business and affairs of the
Funds as the Company and the Administrator shall
determine desirable; and
(r) prepare and file with the SEC the semi-annual report
for the Company on Form N-SAR and all required
notices pursuant to Rule 24f-2.
The Administrator shall perform such other services for the Company
that are mutually agreed upon by the parties from time to time. Such services
may include performing internal audit examinations; mailing the annual reports
of the Funds; preparing an annual list of Shareholders; and mailing notices of
Shareholders' meetings, proxies and proxy statements, for all of which the
Company will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. Allocation of Charges and Expenses.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Company as well as all Trustees of the
Company who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Company retained by the Trustees of the
Company to perform services on behalf of the Company.
(B) THE COMPANY. The Company assumes and shall pay or cause to be paid
all other expenses of the Company not otherwise allocated herein, including,
without limitation, organization costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing Shareholders, all expenses
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incurred in connection with issuing and redeeming Shares, the costs of custodial
services, the cost of initial and ongoing registration of the Shares under
Federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not affiliated persons of the Administrator or any affiliated
corporation of the Administrator, interest, brokerage costs, litigation and
other extraordinary or nonrecurring expenses.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Company shall pay to the Administrator compensation at an annual
rate specified in Schedule A attached hereto. Such compensation shall be
calculated and accrued daily, and paid to the Administrator monthly. The Company
shall also reimburse the Administrator for its reasonable out-of-pocket
expenses, including, but not limited to, the travel and lodging expenses
incurred by officers and employees of the Administrator in connection with
attendance at Board meetings.
If this Agreement becomes effective subsequent to the first
day of a month or terminates before the last day of a month, the Administrator's
compensation for that part of the month in which this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made promptly.
(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. Administrator shall use its best efforts to ensure the accuracy of
all services performed under this Agreement, but shall not be liable to the
Company for any action taken or omitted by Administrator in the absence of bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties. The Company agrees to indemnify and hold harmless
Administrator, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Administrator's actions or
omissions with respect to the performance of services under this Agreement or
based, if applicable, upon reasonable reliance on information, records,
instructions or requests given or made to Administrator by the Company, provided
that this indemnification shall not apply to actions or omissions of
Administrator in cases of its own bad faith, willful misfeasance, negligence or
from reckless disregard by it of its obligations and duties.
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For purposes of this Agreement, actions or omissions by any BISYS
Entity or its employees, agents, directors, officers or nominees made in any
capacity shall be deemed to be actions or omissions by Administrator. Any
actions or omissions by a person who is both an officer or employee of the
Company and an officer or employee of any BISYS Entity shall be deemed to have
been committed solely in such person's capacity as an officer or employee of
such BISYS Entity.
The Company's agreement to indemnify Administrator, its partners and
employees and any such controlling person, as aforesaid, is expressly
conditioned upon the Company being notified of any action brought against
Administrator, its partners or employees, or any such controlling person, such
notification to be given in accordance with Article 12 hereof within 10 days
after the summons or other first legal process shall have been served. The
failure to so notify the Company of any such action shall not relieve the
Company from any liability which the Company may have to the person against whom
such action is brought by reason of any such untrue, or allegedly untrue,
statement or omission, or alleged omission, otherwise than with respect to
incremental liabilities resulting from such failure. The Company will be
entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Company and approved by Administrator,
which approval shall not be unreasonably withheld. In the event the Company
elects to assume the defense of any such suit and retain counsel of good
standing approved by Administrator, the defendant or defendants in such suit
shall bear the fees and expenses of any additional counsel retained by any of
them; but in case the Company does not elect to assume the defense of any such
suit, or in case Administrator reasonably does not approve of counsel chosen by
the Company, the Company will reimburse Administrator, its partners and
employees, or the controlling person or persons named as defendant or defendants
in such suit, for the fees and expenses of any counsel retained by Administrator
or them.
The Administrator may apply to the Company at any time for instructions
and may consult counsel for the Company and with accountants and other experts
with respect to any matter arising in connection with the Administrator's
duties, and the Administrator shall not be liable or accountable for any
reasonable action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Company until receipt of written notice thereof from the Company.
ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Company are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that directors, officers, employees
and Shareholders of the Company are or may be or become
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interested in the Administrator, as officers, employees or otherwise and that
partners, officers and employees of the Administrator and its counsel are or may
be or become similarly interested in the Company, and that the Administrator may
be or become interested in the Company as a Shareholder or otherwise.
ARTICLE 7. DURATION OF THIS AGREEMENT. The Term of this Agreement shall
be as specified in Schedule A hereto.
ARTICLE 8. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party; the Administrator may also
at its expense, subcontract with any entity or person concerning the provision
of the services contemplated hereunder with the express prior written consent of
the Company, provided that, to the extent that the services delegated involve
only such ministerial tasks as are routinely and commonly delegated by similarly
situated service providers, such consent shall not be unreasonably withheld. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 5
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
ARTICLE 9. AMENDMENTS. This Agreement may be amended by the parties by
a duly authorized written instrument.
ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Company shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Company and will be made
available to or surrendered promptly to the Company on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Company and follow the
Company's instructions as to permitting or refusing such inspection; provided
that the Administrator may exhibit such records to any person in any case where
it is advised by its counsel that it may be held liable for failure to do so,
unless (in cases involving potential exposure only to civil liability) the
Company has agreed to indemnify the Administrator against such liability.
ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
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ARTICLE 12. NOTICE. Any notice, demand, request or other communication
which may be required or contemplated herein shall be sufficiently given if (i)
given either by facsimile transmission or telex, by reputable overnight delivery
service, postage prepaid, or by registered or certified mail, postage prepaid
and return receipt requested, to the address indicated below or to such other
address as any party hereto may specify as provided herein, or (ii) delivered
personally at such address.
If to the Trust: State Street Global Advisers
Xxxxxx House
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X0XX
Attention: Xxxxx X. Xxxxxxxxx
with a copy to:
Xxxxxxxx R.T. Xxxxxx
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
If to Administrator: 0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000.
Attention: J. Xxxxx Xxxxx
ARTICLE 13. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
It is expressly agreed that the obligations of the Company hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Company personally, but shall bind only the trust property of
the Company. The execution and delivery of this Agreement have been authorized
by the Trustees, and this Agreement has been signed and delivered by an
authorized officer of the Company, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Company as provided in the Company's Agreement and Declaration of Trust.
ARTICLE 14. SEVERAL OBLIGATIONS OF THE FUNDS. The Company is a series
company with multiple series, the Funds, and has entered into this Agreement on
behalf of those series, as amended from time to time on notice to the
Administrator. With respect to any obligation of the Company on behalf of any
Fund arising hereunder, the Administrator shall look for payment or satisfaction
of such obligations solely to the assets and property of the Fund to which such
obligation relates as though the Company had separately contracted with the
Administrator by separate written instrument with respect to each Fund. In
addition, this Agreement may be terminated with respect to one or more Funds
without affecting the rights, duties or obligations of any of the other Funds.
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ARTICLE 15. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
ARTICLE 16. FORCE MAJEURE. If the Administrator is prevented, hindered
or delayed from or in performing any of its obligations under this Agreement by
a Force Majeure Event (as defined below), then:
(a) (i) the Administrator's obligations under
this Agreement shall be suspended for so
long as the Force Majeure Event continues
and to the extent that it is so prevented,
hindered or delayed;
(ii) as soon as possible after the commencement
of the Force Majeure Event the Administrator
shall notify the Company in writing of the
occurrence of the Force Majeure Event, the
date of commencement of the Force Majeure
Event and the effect of the Force Majeure
Event on the Administrator's ability to
perform its obligations under this
Agreement; and
(iii) as soon as possible after the cessation of
the Force Majeure Event the Administrator
shall notify the Company in writing of the
cessation of the Force Majeure Event and
shall resume performance of its obligations
under this Agreement.
(b) If the Force Majeure continues for more than one
month after the commencement of the Force Majeure
Event either party may terminate this Agreement by
giving not less than seven days notice in writing to
the other party.
(c) "Force Majeure Event" means any event beyond the
reasonable control of a party including, without
limitation, acts of God, war, riot, civil commotion,
malicious damage, compliance with any law or
governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire,
flood or storm.
ARTICLE 17. MISCELLANEOUS. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument. For purposes of this Agreement, no officer of the Company who is an
employee of any BISYS Entity shall be deemed to be an authorized representative
of the Company for the purposes of giving or receiving any notice, consent, or
other communication pursuant to Articles 5, 8, 10, 16 and Schedule A of this
Agreement or not in the ordinary course of business. No provision of this
Agreement shall be deemed to limit the duties or obligations of Administrator or
any other
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BISYS Entity under any other BISYS Agreement. Paragraph headings in this
Agreement are included for convenience only and are not to be used to construe
or interpret this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
SSGA INTERNATIONAL LIQUIDITY FUND
By:
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Title:
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BISYS FUND SERVICES OHIO, INC.
By:
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Title:
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF MARCH 1, 1999
BETWEEN
SSgA International Liquidity Fund
AND
BISYS FUND SERVICES OHIO, INC.
Funds: This Agreement shall apply to all Funds of SSgA International
Liquidity Fund, either now or hereafter created. The current
Funds of SSgA International Liquidity Fund are set forth
below: U.S. Dollar, Pound Sterling, Euro and Canadian Dollar
(collectively, the "Funds").
Fees: Pursuant to Article 4, in consideration of services rendered
and expenses assumed pursuant to this Agreement, the Company
will pay the Administrator on the first business day of each
month, or at such time(s) as the Administrator shall request
and the parties hereto shall agree, a fee computed daily and
paid as specified below:
Asset Size* Gross Fee bps
Up to 250m 5
In excess of 250m but less than 500m 4
In excess of 500m 3
All fees are incremental
* The asset size refers to the amount in the relevent designated currency.
WAIVERS USD COMPLEX BPS
The combined Master/Feeder administration fee 7
(Waiver being borne by the feeder)
The fee for the period from the day of the month this
Agreement is entered into until the end of that month shall be
prorated according to the proportion which such period bears
to the full monthly period. Upon any termination of this
Agreement before the end of any month, the fee for such part
of a month shall be prorated according to the proportion which
such period bears to the full
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monthly period and shall be payable upon the date of
termination of this Agreement.
For purposes of determining the fees payable, the applicable
rate will be applied on an annual basis to each of the
Portfolio's average daily net assets, to the Administrator,
the value of the net assets of a particular Fund shall be
computed in the manner described in the Company's Declaration
of Trust or in the Prospectus or Statement of Additional
Information respecting that Fund as from time to time is in
effect for the computation of the value of such net assets in
connection with the determination of the liquidating value of
the shares of such Fund.
The parties hereby confirm that the fees payable hereunder
shall be applied to each Fund as a whole, and not to separate
classes of shares within the Funds.
Term: Pursuant to Article 7, the term of this Agreement shall
commence on March 1, 1999 and shall remain in effect through
March 1, 2000 ("Initial Term"). Thereafter, if not earlier
terminated as herein provided, it shall continue from year to
year so long as such continuance with respect to any such Fund
is approved at least annually by the Trustees of the Company.
Notwithstanding the foregoing, this Agreement may be
terminated by either party, without payment of any penalty,
subject to the liquidated damages described below, at any time
with respect to any Fund upon not less than 120 days' prior
written notice to the other party.
The Company may terminate this Agreement for Cause, as defined
below, without incurring any additional cost. For purposes of
this Agreement, the term "Cause" shall mean (i) dishonest
statements or acts with respect to the Company or any
affiliate thereof; (ii) failure to perform to the reasonable
satisfaction of the Company's Board of Trustees a substantial
portion of the Administrator's duties and responsibilities
hereunder; (iii) gross negligence or willful misconduct of the
Administrator with respect to the Company or any affiliate
thereof; or (iv) a material breach by the Administrator of any
of the Administrator's obligations hereunder.
Notwithstanding the foregoing, after such termination for so
long as the Administrator, with the written consent of the
Company, in fact continues to perform any one or more of the
services contemplated by this Agreement or any schedule or
exhibit hereto, the provisions of this Agreement, including
without limitation the provisions dealing with
indemnification, shall continue in full force and effect.
Compensation due the Administrator and unpaid by the Company
upon such termination shall be immediately due and payable
upon and notwithstanding such termination. The Administrator
shall be entitled to collect from the Company, in addition to
the compensation described in this
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Schedule A, the amount of all of the Administrator's cash
disbursements for services in connection with the
Administrator's activities in effecting such termination,
including without limitation, the delivery to the Company
and/or its designees of the Company's property, records,
instruments and documents, or any copies thereof. Subsequent
to such termination, for a reasonable fee, the Administrator
will provide the Company with reasonable access to any Company
documents or records remaining in its possession.
