EXHIBIT (h)(iii)
BRIDGEWAY FUNDS, INC.
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made
this 1st day of July, 2004 by and between Bridgeway Capital Management, a Texas
corporation (the "Administrator") and Bridgeway Funds, Inc., a Maryland
corporation (the "Fund") with respect to the separate series of shares of the
Fund set forth in Appendix A to this Agreement (the "Funds").
W I T N E S S E T H:
WHEREAS, the Fund is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund, on behalf of the Funds, desires to retain the
Administrator to perform (or arrange for the performance of) accounting,
shareholder servicing and other administrative services to the Funds, and on the
terms and conditions contained in this Agreement.
WHEREAS, the Board of Directors has found that the provision of such
administrative services is in the best interest of the Funds and their
shareholders, and has requested that the Administrator perform such services;
NOW, THEREFORE, the parties hereby agrees as follows:
1. The Administrator hereby agrees to provide, or arrange for the
provision of, any or all of the following services:
a) Principal Financial Officer. The services of a principal
financial officer of the Fund whose normal duties
consist of oversight of the financial accounts and books
and records of the Fund including oversight of the net
asset value calculations and the review of the
preparation of tax returns; and the services of any of
the personnel operating under the direction of such
principal officer;
b) Third-Party Service Provider Relationship Management.
Manage relationships and contracts with third party
organizations providing services to the Funds including:
- Accounting Agent will provide fund
accounting and certain administration
services. Third party relationship manager
will interact with accounting agent to
address fund accounting requirements.
- Transfer Agent Service will provide fund
transfer agency services.
Third party relationship manager will
interact with transfer agency to address
share transactions, customer services, share
balances, XXX trust and other services.
- Legal Counsel will provide legal counsel
to the Fund. Third party relationship
manager will interact regularly with legal
counsel to address Fund policies and
procedures, filing and compliance
requirements and SEC interactions.
- Printer/Xxxxx Services will provide
printing, mailing and edgarization services
for Funds and will submit necessary SEC
filings. Printer will provide printing
services and shareholder mailing services.
Third party relationship manager will
interact with printer/Xxxxx services to
coordinate mailings and communications with
the Fund shareholders.
- Custodian will provided custodial service
and cash accounts for the Funds.
Third party relationship manager will
interact regularly with the custodian to
manage cash and securities.
c) Portfolio Pricing Back up. Provide daily back up
pricing to verify accuracy of pricing of
securities in portfolio.
d) Shareholder Servicing. Provide a range of
shareholder services including updating the
website and phones with current NAV information
each day, handling customer service calls,
drafting shareholder communications, drafting SEC
filings and materials.
e) Fund Board of Directors Support. Support Board
reporting requirements.
f) Fund Policy Support. Develop and maintain policies
for the Funds in compliance with current rules and
regulations. Policy maintenance includes ongoing
compliance and reporting.
g) Fund Agents. The Adviser has arranged for members
of the Adviser's organization, to serve as agents
of Bridgeway Funds without salaries from Bridgeway
Funds.
2. The services provided hereunder shall at all times be
subject to the direction and supervision of the Board of
Directors.
3. As full compensation for the services performed and the
facilities furnished by or at the direction of the
Administrator, the Funds shall reimburse the
Administrator for expenses incurred by them or their
affiliates in accordance with the methodologies
established from time to time by the Board of Directors.
Such amounts shall be paid to the Administrator on a
monthly basis.
4. The Administrator shall not be liable for any error of
judgment or for any loss suffered by the Fund or the
Funds in connection with any matter to
which this Agreement relates, except a loss resulting
from the Administrator's willful misfeasance, bad faith
or gross negligence in the performance of its duties or
from reckless disregard of its obligations and duties
under this Agreement.
5. The Fund and the Administrator each hereby represent and
warrant, but only as to themselves, that each has all
requisite authority to enter into, execute, deliver and
perform its obligations under this Agreement and that
this Agreement is legal, valid and binding, and
enforceable in accordance with its terms.
6. Nothing in this Agreement shall limit or restrict the
rights of any director, officer or employee of the
Administrator who may also be a director, officer or
employee of the Fund to engage in any other 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.
7. This Agreement shall become effective with respect to a
Fund on the Effective Date for such Fund, as set forth
in Appendix A attached hereto. This Agreement shall
continue until termination by the Fund or Bridgeway
Capital Management on 60 days written notice.
8. This Agreement may be amended or modified with respect
to one or more Funds, but only by a written instrument
signed by both the Fund and the Administrator.
9. 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,
(a) to the Administrator at 0000 Xxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000-0000, Attention: President, with a
copy to the General Counsel, or (b) to the Fund at 0000
Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000,
Attention: President, with a copy to the General
Counsel.
10. This Agreement contains the entire agreement between the
parties hereto and supersedes all prior agreements,
understandings and agreements with respect to the
subject matter hereof.
11. This Agreement shall be governed by and construed in
accordance with the laws (without reference to conflicts
of law provisions) of the State of Texas.
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.
Bridgeway Fund, Inc.
Attest: /s/ Xxxxxx Xxxxxxxx /s/ Xxxx Xxxxxxxxxx
--------------------------- --------------------------
Secretary Xxxx Xxxxxxxxxx, President
Bridgeway Capital Management, Inc.
Attest: /s/ Xxxxx Xxxxxxx /s/ Xxxx Xxxxxxxxxx
--------------------------- --------------------------
Treasurer Xxxx Xxxxxxxxxx, President
APPENDIX A
FUND NAME EFFECTIVE DATE
--------- --------------
Aggressive Investors 1 July 1, 2004
Aggressive Investors 2 July 1, 2004
Ultra-Small Company July 1, 2004
Ultra-Small Company Market July 1, 2004
Micro-Cap Limited July 1, 2004
Small-Cap Growth July 1, 2004
Small-Cap Value July 1, 2004
Large-Cap Growth July 1, 2004
Large-Cap Value July 1, 2004
Blue Chip 35 Index July 1, 2004
Balanced July 1, 2004
