XXXXXX FUNDS TRUST
(Xxxxxx Institutional Money Market Fund)
ADMINISTRATIVE SERVICES CONTRACT
Administrative Services Contract dated as of February 13, 2003 between
XXXXXX FUNDS TRUST, a Massachusetts business trust (the "Trust"), and
XXXXXX INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company
(the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY ADMINISTRATOR.
(a) The Administrator, at its expense, subject always to the control of
the Trustees of Xxxxxx Institutional Money Market Fund (the "Fund"), a
series of the Trust, and except for the functions carried out by the
officers and personnel referred to in Section 1(d), will manage,
supervise and conduct the non-investment related affairs and business of
the Fund and matters incidental thereto. In the performance of its
duties, the Administrator will comply with the provisions of the
Agreement and Declaration of Trust and Bylaws of the Trust, and will use
its best efforts to safeguard and promote the welfare of the Fund and to
comply with such policies which the Trustees may from time to time
determine and shall exercise the same care and diligence expected of the
Trustees.
(b) The Administrator, at its expense, except as such expense is paid by
the Fund as provided in Section 1(c), will furnish (1) suitable office
space for the Fund and (2) all necessary administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for
the efficient conduct of the affairs of the Fund, including
determination of the Fund's net asset value, but excluding shareholder
accounting services. Except as otherwise provided in Section 1(c), the
Administrator will pay the compensation, if any, of certain officers of
the Fund carrying out the administrative duties provided for by this
Contract.
(c) The Fund will pay or reimburse the Administrator for the
compensation in whole or in part of such officers of the Fund and
persons assisting them as may be determined from time to time by the
Trustees of the Fund. The Fund will also pay or reimburse the
Administrator for all or part of the cost of suitable office space,
utilities, support services and equipment attributable to such officers
and persons, as may be determined in each case by the Trustees of the
Fund. The Fund will pay the fees, if any, of the Trustees of the Fund.
(d) The Administrator shall not be obligated to pay any expenses of or
for the Fund not expressly assumed by the Administrator pursuant to this
Section 1 other than as provided in Section 3.
(e) Notwithstanding any provision of this Contract, the Administrator
will not pursuant to this Contract at any time provide, or be required
to provide, to the Fund or to any person with respect to the Fund
investment research, advice, or supervision, or in any way advise the
Fund or any person acting on behalf of the Fund as to the value of
securities or other investments or as to the advisability of investing
in, purchasing, or selling securities or other investments.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers, and
employees of the Fund may be a shareholder, director, officer or
employee of, or be otherwise interested in, the Administrator, and in
any person controlled by or under common control with the Administrator,
and that the Administrator and any person controlled by or under common
control with the Administrator may have an interest in the Fund. It is
also understood that the Administrator and any person controlled by or
under common control with the Administrator have and may have advisory,
management, service or other contracts with other organizations and
persons, and may have other interests and business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE ADMINISTRATOR.
The Fund will pay to the Administrator as compensation for the
Administrator's services rendered, for the facilities furnished and for
the expenses borne by the Administrator pursuant to paragraphs (a), (b),
(c) and (e) of Section 1, a fee computed and paid monthly at the annual
rate of 0.05% of the average net asset value of the Fund.
Such average net asset value shall be determined by taking an average of
all of the determinations of such net asset value during such month at
the close of business on each business day during such month while this
Contract is in effect. Such fee shall be payable for each fiscal month
within 15 days after the close of such month and shall commence accruing
as of the date of the initial issuance of shares of the Fund to the
public.
In the event that expenses of the Fund for any fiscal year should exceed
the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of
the Fund are qualified for offer or sale, the compensation due the
Administrator for such fiscal year shall be reduced by the amount of
such excess by a reduction or refund thereof. In the event that the
expenses of the Fund exceed any expense limitation which the
Administrator may, by written notice to the Fund, voluntarily declare to
be effective subject to such terms and conditions as the Administrator
may prescribe in such notice, the compensation due the Administrator
shall be reduced, and, if necessary, the Administrator shall assume
expenses of the Fund, to the extent required by such expense limitation.
If the Administrator shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be
amended unless such amendment be approved at a meeting by the
affirmative vote of a majority of the Trustees of the Fund and of a
majority of the Trustees of the Fund who are not interested persons of
the Fund or of the Administrator.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless
terminated automatically as set forth in Section 4) until terminated as
follows:
(a) Either party hereto may at any time terminate this Contract by not
more than sixty days' nor less than thirty days' written notice
delivered or mailed by registered mail, postage prepaid, to the other
party, or
(b) If (i) the Trustees of the Trust and (ii) a majority of the Trustees
of the Trust who are not interested persons of the Trust or of the
Administrator, by vote cast in person at a meeting called for the
purpose of voting on such approval, do not specifically approve at least
annually the continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the second
anniversary of its execution, or upon the expiration of one year from
the effective date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority
of the outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 will be without
the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person", and "assignment" shall have their
respective meanings defined in the Investment Company Act of 1940 and
the Rules and Regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission
under said Act; the term "specifically approve at least annually" shall
be construed in a manner consistent with the Investment Company Act of
1940 and the Rules and Regulations thereunder; and the term "brokerage
and research services" shall have the meaning given in the Securities
Exchange Act of 1934 and the Rules and Regulations thereunder.
7. NON-LIABILITY OF ADMINISTRATOR.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Administrator, or reckless disregard of its obligations
and duties hereunder, the Administrator shall not be subject to any
liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services
hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES, OFFICERS, AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the
obligations of or arising out of this instrument are not binding upon
any of the Trustees, officers or shareholders individually of the Fund
but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, XXXXXX FUNDS TRUST and XXXXXX INVESTMENT MANAGEMENT,
LLC have each caused this instrument to be signed in duplicate in its
behalf by its President or a Vice President thereunto duly authorized,
all as of the day and year first above written.
XXXXXX FUNDS TRUST
By: _______________________________________
Xxxxxxx X. Xxxxxx
Executive Vice President
XXXXXX INVESTMENT MANAGEMENT, LLC
By: _______________________________________
Xxxxxx X. Silver
Senior Managing Director
