EXHIBIT (h)(1)
ADMINISTRATION AGREEMENT
XXXXXX XXXXXXXX INVESTMENT TRUST
AGREEMENT made as of the 27th day of August, 1998, by and between XXXXXX
XXXXXXXX INVESTMENT TRUST, a Delaware business trust (the "Trust"), on behalf of
each of the Funds listed on Appendix A hereto, as it may be amended from time to
time (collectively, the "Funds"), and XXXXXX XXXXXXXX CAPITAL MANAGEMENT, INC.,
a Delaware corporation (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.
The Trust desires the Administrator to render administrative services to
the Trust and to arrange for certain other services needed by the Trust, and the
Administrator is willing to render and arrange for 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 AND OTHER 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, and, at its own expense, shall arrange and contract for transfer
agency and fund accounting services for the Trust as the Trust may require.
Specifically, the Administrator will (i) provide supervision of all aspects
of the Trust's operations not referred to in Section 1 of the current
Investment Management Agreements between the Trust and the Trust's
investment advisers (the "Investment Management Agreement"); (ii) provide
the Trust with personnel to perform such executive, administrative,
accounting and clerical services as are reasonably necessary to provide
effective administration of the Trust; (iii) arrange for, at the Trust's
expense, the preparation for the Trust of all required tax returns; (iv)
arrange for (a) the preparation and submission of reports to existing
shareholders and (b) the periodic updating of the Trust's
prospectus and statement of additional information and the preparation of
reports filed with the Securities and Exchange Commission and other
regulatory authorities; (v) maintain all of the Trust's records not
required to be maintained by the investment adviser pursuant to the
Investment Advisory Agreement; (vi) provide the Trust with adequate office
space and all necessary office equipment and services, including, without
limitation, telephone service, heat, utilities, stationery supplies and
similar items; and (vii) arrange for 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 shall engage: (i) a transfer agent registered as such
with the Securities and Exchange Commission to serve as the Trust's
transfer agent; and (ii) a fund accounting agent to provide fund accounting
services to the Trust, and shall supervise the services provided by them.
(c) The Administrator will also provide to the Trust's Board of
Trustees such periodic and special reports as the Board may reasonably
request, including but not limited to reports concerning the services of
the administrator, custodian, and fund accounting and transfer agents. 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.
(d) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(e) 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 above and this Section 2, 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, the services of such of its partners, officers and employees as may
duly be elected officers or Trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed by law. The
Administrator shall also pay the fees of the transfer agent
and fund accounting agent engaged by it (other than such entities
out-of-pocket charges). The Administrator will not be required to pay any
expenses of the Trust other than those 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 Trust;
(ii) organizational expenses of the Trust; (iii) fees and expenses incurred
by the Trust in connection with membership in investment company
organizations; (iv) brokers' commissions, transfer taxes, fees and other
expenses connected with the acquisition, disposition and valuation of
securities and other investments; (v) fees and charges for portfolio
pricing services to a pricing agent, if any; (vi) outside legal, accounting
or auditing expenses; (vii) interest, insurance premiums, taxes or
governmental fees; (viii) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Trust's
business; (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, if applicable; (xi) the fees and expenses of Trustees
of the Trust who are not affiliated with the Administrator; (xii) the cost
of typesetting, printing and distributing reports and notices to
shareholders, the Securities and Exchange Commission and other regulatory
authorities; (xiii) any direct charges to shareholders approved by the
Board of Trustees of the Trust; or (xiv) costs in connection with annual or
special meetings of shareholders, including proxy material preparation,
printing and mailing. The Administrator shall not be required to pay
expenses of activities which are primarily intended to result in sales of
shares of the Trust.
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 will cause each Fund to pay the
Administrator on the last day of each month a fee at an annual rate
equal to a percentage of the average daily net assets of such Fund as
set forth in APPENDIX A hereto. The "average daily net assets" of a
Fund shall be determined on the basis set forth in the Trust'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 pay or reimburse the Trust for
all or a portion of its expenses not otherwise required to be borne
or reimbursed by the Administrator. Any such fee reduction or
undertaking may be discontinued or modified by the Administrator at
any time.
4. OTHER INTERESTS. It is understood that the Trustees and officers of the
Trust and shareholders of the Funds are or may be or become interested in
the Administrator as directors, officers, employees, shareholders or
otherwise and that directors, officers, employees and shareholders of the
Administrator are or may be or become similarly interested in the Funds,
and that the Administrator may be or become interested in the Funds as
shareholder or otherwise. It is also understood that directors, officers,
employees and shareholders of the Administrator may be or become interested
(as directors, trustees, officers, employees, stockholders or otherwise) in
other companies or entities (including, without limitation, other
investment companies) controlling, controlled by or under common control
with the Administrator or which the Administrator may in the future
organize, sponsor or acquire, or with which it may merge or consolidate,
and which may include the words "Xxxxxx Xxxxxxxx" or any combination or
derivation thereof as part of their name, and that the Administrator or its
affiliates may enter into advisory or management or administration
agreements or other contracts or relationships with such other companies or
entities.
5. SUB-ADMINISTRATORS. The Administrator may employ, at its own expense, one
or more sub-administrators from time to time to perform such of the acts
and services of the Administrator and upon such terms and conditions as may
be agreed upon between the Administrator and such sub-administrators and
approved by the Board of Trustees of the Trust.
6. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator
shall not be liable for any error of judgment (including the selection,
appointment and retention of the Trust's transfer agent or fund accounting
agent) or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates or loss arising
from the acts, omissions, errors or delays of the Trust's transfer agent or
fund accounting agent, 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. No Fund shall be liable for
any claims against any other Fund of the Trust.
7. NAME OF THE TRUST. The Trust hereby agrees that in the event that neither
the Administrator nor any of its affiliates acts as the administrator or
investment adviser to the Trust, the name of the Trust and the Funds will
be changed to one that does not contain the name "Xxxxxx Xxxxxxxx" or
otherwise suggest an affiliation with the Administrator.
8. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons" when
used herein shall have the respective meanings specified in the Investment
Company Act of 1940, as amended, as now in effect or as hereafter amended
subject however, to such exemptions as may be granted by the Securities and
Exchange Commission by any rule, regulation or order.
9. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective on the date hereof. Unless terminated as herein provided, this
Agreement shall remain in full force and effect for two years from the date
hereof and shall continue in full force and effect for successive 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.
10. 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.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
12. 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.
13. YEAR 2000. The Administrator will take reasonable steps to ensure that its
computer, systems or other equipment it will use to provide services under
this Agreement reflect the available state of the art technology to offer
services that
are Year 2000 compliant, including, but not limited to, century recognition
of dates, calculations that correctly compute same century and
multi-century formulas and date values, and interface values that reflect
the date issues arising between now and the next one hundred years. If any
changes are required, the Administrator will make the changes to its
computer, systems or other equipment at no cost to the Trust and in a
commercially reasonable time frame.
14. CONVERSION TO THE EURO. The Administrator will take reasonable steps to
ensure that it has in place a euro conversion plan reasonably designed to
enable it to perform its obligations without interruption or error due to
the conversion of European currencies to the euro beginning on January 1,
1999. If any changes are required, the Administrator will make the changes
to its computer, systems or other equipment at no cost to the Trust and in
a commercially reasonable time frame.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
XXXXXX XXXXXXXX INVESTMENT TRUST
on behalf of each Fund listed on
Appendix A
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxx, Secretary
XXXXXX XXXXXXXX CAPITAL
MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx, President
APPENDIX A
Annual
Administration
Fund
Fee Rate
--------
Domestic Fixed Income
---------------------
Municipal Bond Fund 12 bp
Short-Term Municipal Bond Fund 12 bp
Fixed Income Fund 12 bp
Short-Term Fixed Income Fund 12 bp
High Yield Bond Fund 12 bp
Domestic Equity
---------------
Microcap Fund 22 bp
Smaller Companies Fund 22 bp
Large Cap Growth Fund 22 bp
International Fixed Income
--------------------------
International Fixed Income Fund 25 bp
Global Fixed Income Fund 25 bp
Emerging Markets Debt Fund 25 bp
Total Return Bond Fund 25 bp
Core Global Fixed Income Fund 25 bp
Local Currency Debt Fund 25 bp
International Equity
--------------------
Emerging Markets Equity Fund 30 bp
International Equity Fund 30 bp
European Small Cap Equity Fund 30 bp
European Equity Growth Fund 30 bp
International Small Cap Equity Fund 30 bp
New Asia Fund 30 bp
Japanese Small Cap Equity Fund 30 bp
Global Equity Fund 30 bp
