ADMINISTRATION AGREEMENT
XXXXX, XXXX & XXXXX FUNDS TRUST
ON BEHALF OF
WPG GOVERNMENT MONEY MARKET FUND
AGREEMENT made as of the 1st day of May, 1993, by and between XXXXX, XXXX &
XXXXX FUNDS TRUST, a Massachusetts business trust (the "Trust"), for the benefit
of WPG GOVERNMENT MONEY MARKET FUND, a series of the Trust (the "Fund"), and
XXXXX, XXXX & XXXXX, a New York limited partnership (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 and is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended.
The Trust desires the Administrator to render services to the Fund, and the
Administrator is willing to render 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 SERVICES.
(a) Subject to the general supervision of the Board of Trustees of the
Trust, the Administrator will provide certain administrative services
to the Fund. The Administrator will, to the extent such services are
not required to be performed by others pursuant to the custodian
agreement, the transfer agency agreement (to the extent that a person
other than the Administrator is serving thereunder as the Trust's
transfer agent), or other arrangements (i) provide supervision of all
aspects of the Fund's operations not referred to in Section 4 of the
current Investment Advisory Agreement between the Trust and the Fund's
investment adviser (the "Investment Advisory Agreement"); (ii) provide
the Fund with personnel to perform such executive, administrative,
accounting and clerical services as are reasonably necessary to
provide effective administration of the Fund; (iii) arrange for, at
the Trust's expense, (a) the preparation for the Fund of all required
tax returns, (b) the preparation and submission of reports to existing
shareholders and (c) the periodic updating of the Fund's
prospectus and statement of additional information and the preparation
of reports filed with the Securities and Exchange Commission and other
regulatory authorities; (iv) maintain all of the Fund's records not
required to be maintained by the investment adviser pursuant to
Section 4(c) of the Investment Advisory Agreement; (v) provide the
Fund with adequate office space and all necessary office equipment and
services, including, without limitation, telephone service, heat,
utilities, stationery supplies and similar items; and (vi) provide to
the Fund 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 will also provide to the Trust's Board of Trustees
such periodic and special reports as the Board may reasonably request.
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 or the Fund in any way or otherwise be deemed an agent of the
Trust or the Fund.
(c) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(d) 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 of this Agreement, 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 Fund, 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
will not be required to pay any expenses of the Fund 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 Fund; (ii) organization expenses of the Fund;
(iii) fees and expenses incurred by the Trust in connection with membership
in investment company organizations; (iv) brokers' commissions; (v) payment
for portfolio pricing services to a pricing agent, if any; (vi) legal or
auditing expenses (including an allocable portion of the cost of its
employees rendering
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legal services to the Fund); (vii) interest, insurance premiums, taxes or
governmental fees; (viii) the fees and expenses of the transfer agent of
the Trust; (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 Fund; (x) the expenses of and
fees for registering or qualifying shares of the Fund for sale and of
maintaining the registration of the Fund and registering the Trust as a
broker or a dealer; (xi) the fees and expenses of Trustees of the Trust who
are not affiliated with the Administrator; (xii) the cost of preparing and
distributing reports and notices to shareholders, the Securities and
Exchange Commission and other regulatory authorities; (xiii) the fees or
disbursements of custodians of the Trust's assets, including expenses
incurred in the performance of any obligations enumerated by the
Declaration of Trust or ByLaws of the Trust insofar as they govern
agreements with any such custodian; (xiv) costs in connection with annual
or special meetings of shareholders, including proxy material preparation,
printing and mailing; or (xv) litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the
Fund's business. The Administrator shall not be required to pay expenses of
activities which are primarily intended to result in sales of shares of the
Fund.
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 on behalf of the Fund will pay the
Administrator on the last day of each month a fee at an annual rate
equal to 0.06% per annum of the average daily net assets of the Fund.
The "average daily net assets" of the Fund shall be determined on the
basis set forth in the Fund's prospectus or otherwise consistent with
the 1940 Act and the regulations promulgated thereunder.
(b) If the operating expenses of the Fund in any year (including the
administration fee referred to in Subsection (a) above, but excluding
taxes, brokerage commissions, interest, dividends on securities sold
short, distribution expenses, and extraordinary legal fees and
expenses) exceed the limits set by certain state securities
administrators in states in which shares of the Fund are sold, the
amount payable to the Administrator under Subsection (a) above will be
reduced (but not below $0) by the amount of such excess. If amounts
have already been advanced to the Administrator under this Agreement,
the Administrator will return such amounts to the Fund to the extent
required by the preceding sentence.
(c) 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
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hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to pay or reimburse the Fund 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. LIMITATION OF LIABILITY OF ADMINISTRATOR AND FUND. The Administrator
shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the 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 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 or the Fund shall be
deemed, when acting within the scope of his employment by the Fund, to
be acting in such employment solely for the Fund 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. The Fund shall not be
liable for any claims against any other Series of the Trust.
5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall
remain in force until April 30, 1994 and shall continue for 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.
6. 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.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
8. 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
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
XXXXX, XXXX & XXXXX FUNDS TRUST,
on behalf of
WPG GOVERNMENT MONEY MARKET FUND
By:_________________________________
Its:________________________________
XXXXX, XXXX & XXXXX
By:_________________________________
Its:________________________________
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