Exhibit (h)(i) under Form N-1A
Exhibit 10 under 601/Reg S-K
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
AGREEMENT, amended and restated as of August 4, 2003, severally and not
jointly, among BBH FUND, INC., BBH COMMON SETTLEMENT FUND, INC. and BBH
COMMON SETTLEMENT FUND II, INC., each a Maryland corporation, BBH TRUST, a
Massachusetts business trust, and BBH U.S. MONEY MARKET PORTFOLIO, a New York
trust (each, an "Investment Company"), on behalf of each of their series and
classes of shares (each, a "Fund", and collectively, the "Funds"), and Xxxxx
Brothers Xxxxxxxx Trust Company, LLC (the "Administrator"). This Agreement
was initially effective with respect to each Investment Company on the date
set forth in Exhibit A.
W I T N E S S E T H:
WHEREAS, each Investment Company is a diversified open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, each Investment Company has been organized for the
purpose of investing its funds in securities and has retained an investment
adviser on behalf of each Fund for this purpose and desires to avail itself
of the facilities available to the Administrator with respect to the
administration of the day to day affairs of each Investment Company and each
Fund, and the Administrator is willing to furnish such administrative
services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
Section 1. Each Investment Company hereby appoints the
Administrator to administer all aspects of the operations of the Corporation
and each Fund (except those subject to the supervision of a Fund's investment
adviser), subject to the overall supervision of the Directors/Trustees of
each Investment Company for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such appointment and agrees
during such period to render the services herein described and to assume the
obligations set forth herein, for the compensation herein provided.
Section 2. Subject to the supervision of the Directors/Trustees
of each Investment Company, the Administrator shall administer all aspects of
the operations of each Investment Company and each Fund (except those subject
to the supervision of a Fund's investment adviser) and, in connection
therewith, shall (i) furnish the Investment Company with adequate office
facilities, utilities, office equipment and related services; (ii) be
responsible for the financial and accounting records required to be
maintained for each Fund (including those being maintained by each Fund's
custodian) other than those being maintained by each Fund's investment
adviser; (iii) furnish the Investment Company and each Fund with ordinary
clerical, bookkeeping and recordkeeping services at such office facilities;
(iv) arrange, but not pay for, the preparation for each Fund of all required
tax returns and reports to its shareholders and the Securities and Exchange
Commission and the periodic updating of its prospectus; and (v) oversee the
performance of administrative and professional services to the Investment
Company and each Fund by others, including each Fund's custodian, transfer
agent and shareholder servicing agent.
In connection with the services rendered by the Administrator
under this Agreement, the Administrator assumes and will pay all expenses
incurred by the Administrator or by the Investment Company or a Fund in
connection with administering the ordinary course of business of the
Investment Company or a Fund, other than those assumed by the Investment
Company herein.
Each Investment Company assumes and will pay the expenses described below:
(a) the fees and expenses of any investment adviser or expenses
otherwise incurred for a Fund in connection with the management of the
investment and reinvestment of its assets,
(b) the fees and expenses of Directors/Trustees of the
Investment Company who are not affiliated persons of the Administrator, or of
any entity with whom the Administrator has subcontracted its performance
under this Agreement (the "Subadministrator") or any investment adviser of a
Fund or of an investment company in which a Fund invests its investable
assets,
(c) the fees and expenses of a Fund's custodian which relate to
(i) the custodial function and the recordkeeping connected therewith, (ii)
the maintenance of the required accounting records of the Fund not being
maintained by the Administrator or the Subadministrator, (iii) the pricing of
the shares of the Fund, including the cost of any pricing service or services
which may be retained pursuant to the authorization of the Directors/Trustees
of the Investment Company, and (iv) the cashiering function in connection
with the issuance and redemption of the Fund's securities,
(d) the fees and expenses of a Fund's transfer agent and
shareholder servicing agent, which relate to the maintenance of each
shareholder account and the fees and expenses of any eligible institution,
(e) the charges and expenses of legal counsel and independent
accountants for the Investment Company and a Fund,
(f) brokers' commissions and any issue or transfer taxes
chargeable to a Fund in connection with its securities transactions,
(g) all taxes and corporate fees payable by the Investment
Company or a Fund to federal, state or other governmental agencies,
(h) the fees of any trade association of which the Investment
Company may be a member,
(i) the cost of certificates, if any, representing shares of a
Fund,
(j) the fees and expenses involved in registering and
maintaining registrations of the Investment Company and of Fund shares with
the Securities and Exchange Commission, registering the Investment Company as
a broker or dealer and qualifying Fund shares under state securities laws,
including the preparation and printing of each Investment Company's
registration statements and Fund prospectuses for filing under federal and
state securities laws for such purposes,
(k) the cost of any liability insurance or fidelity bonds,
(l) allocable communications expenses with respect to investor
services and all expenses of shareholders' and Directors'/Trustees' meetings
and of preparing, printing and mailing reports and prospectuses to Fund
shareholders in the amount necessary for distribution to shareholders, and
(m) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of business of the
Investment Company or a Fund. General expenses of the Investment Company
shall be allocated among the series and classes, as the case may be, on the
basis of relative net assets and direct expenses shall be charged directly to
the respective series and classes, as the case may be.
Section 3. As full compensation for the services performed and
the facilities furnished by the Administrator, the Administrator shall
receive a fee from each Fund as identified in Appendix A hereto. Such fees
are computed daily and paid monthly at an annual rate of a percentage of the
average daily net assets of each Fund.
Section 4. The Administrator assumes no responsibility under
this Agreement other than to render the services called for hereunder, and
specifically assumes no responsibilities for investment advice or the
investment or reinvestment of a Fund's assets.
Section 5. The Administrator shall not be liable for any error
of judgment or for any loss suffered by an Investment Company or a 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 it of its
obligations and duties under this Agreement.
Section 6. The Administrator may subcontract for the performance
of its obligations hereunder with any one or more persons; provided, however,
that the Administrator shall not enter into any such subcontract unless the
Directors/Trustees of the Investment Company shall have found the
subcontracting party to be qualified to perform the obligations sought to be
subcontracted, and provided further that unless the Investment Company
otherwise expressly agrees in writing, the Administrator shall be as fully
responsible to the Investment Company for the acts and omissions of any
subcontractor as it would be for its own acts or omissions. If permitted by
the subadministration agreement between the Administrator and the
subadministrator, the subadministrator may authorize and permit any of its
directors, officers and employees who may be elected as officers of the
Investment Company to serve in the capacities in which they are elected and
the subadministrator will pay the salaries of all personnel of the Investment
Company who are affiliated with the subadministrator.
Section 7. This Agreement shall become effective with respect to
each Fund on the date determined by mutual agreement of the parties. This
Agreement shall continue in effect with respect to each Fund for two years
from the date of its effectiveness and thereafter, but only so long as its
continuance is specifically approved at least annually in the same manner as
an investment advisory contract under the 1940 Act; provided, however, that
this Agreement may be terminated by an Investment Company at any time,
without the payment of any penalty, by the Directors/Trustees of the
Investment Company or by a vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Investment Company, upon not
less than 60 days' written notice to the Administrator, or by the
Administrator at any time, without the payment of any penalty, upon not less
than 90 days' written notice to the Investment Company. This Agreement shall
terminate automatically in the event of its assignment (as defined in the
1940 Act).
Section 8. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of the Administrator who may also
be an officer or employee of an Investment Company to engage in any other
business or to devote his time and attention in part to the management or
other aspects of any business, whether of a similar or a dissimilar nature,
nor limit or restrict the right of the Administrator to engage in any other
business or to render services of any kind to any other corporation, firm,
individual or association.
Section 9. During the term of this Agreement, each Investment
Company agrees to furnish the Administrator at its principal office all
prospectuses, proxy statements, reports to shareholders, sales literature, or
other material prepared for distribution to shareholders of a Fund or the
public, which refer in any way to the Administrator, prior to use thereof and
not to use such material if the Administrator reasonably objects in writing
within five business days (or such other time as may be mutually agreed)
after receipt thereof. In the event of termination of this Agreement, the
Investment Company will continue to furnish to the Administrator copies of
any of the above-mentioned materials which refer in any way to the
Administrator. Each Investment Company shall furnish or otherwise make
available to the Administrator such other information relating to the
business affairs of the Investment Company and each Fund as the Administrator
at any time, or from time to time, reasonably requests in order to discharge
its obligations hereunder.
Section 10. This Agreement may be amended only by mutual written
consent.
Section 11. The Directors/Trustees have authorized the execution
of this Agreement in their capacity as Directors/Trustees and not
individually and the Administrator agrees that neither Fund shareholders nor
the Directors/Trustees nor any officer, employee, representative or agent of
any Investment Company shall be personally liable upon, nor shall resort be
had to their private property for the satisfaction of, obligations given,
executed or delivered on behalf of or by an Investment Company, that neither
Fund shareholders nor the Directors, Trustees, officers, employees,
representatives or agents of an Investment Company shall be personally liable
hereunder, and that the Administrator shall look solely to the property of
each Investment Company and each Fund for the satisfaction of any claim
hereunder.
Section 12. Any notice or other communication required to be
given pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to the Administrator at 000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Managing Director; or (2) to
the Corporation at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention:
President.
Section 13. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Section 14. The parties agree that the assets and liabilities of
each Fund are separate and distinct from the assets and liabilities of each
other Fund and that no Fund shall be liable or shall be charged for any debt,
obligation or liability of any other Fund, whether arising under this
Agreement or otherwise.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers designated below as of the day and year
first above written.
BBH FUND, INC.
BBH TRUST
BBH COMMON SETTLEMENT FUND, INC.
BBH COMMON SETTLEMENT FUND II, INC.
BBH U.S. MONEY MARKET PORTFOLIO
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXX BROTHERS XXXXXXXX TRUST COMPANY, LLC
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chairman
APPENDIX A
I. ADMINISTRATION AGREEMENT ANNUAL FEE RATES
Fund: Annual Fee Rate: Effective Date:
BBH FUND, INC.:
BBH Broad Market Fixed Income Fund 0.10% November 1, 1993
BBH European Equity Fund 0.10% November 1, 1993
BBH Inflation-Indexed Securities Fund 0.10% November 1, 1993
BBH International Equity Fund 0.10% November 1, 1993
BBH Pacific Basin Equity Fund 0.10% November 1, 1993
BBH Tax-Efficient Equity Fund 0.15% November 1, 1993
BBH TRUST:
BBH Tax-Exempt Money Fund 0.10% November 1, 1993
BBH Tax-Free Short/Intermediate Fixed Income Fund 0.15%November 1, 1993
BBH U.S. Treasury Money Fund 0.10% November 1, 1993
BBH U.S. MONEY MARKET PORTFOLIO 0.035% March 1, 1999
BBH COMMON SETTLEMENT FUND, INC. 0.01% August 15, 2000
BBH COMMON SETTLEMENT FUND II, INC. 0.03% May 10, 2001
