Exhibit 9(b)
1838 INVESTMENT ADVISORS FUNDS
XXXXXX SQUARE MANAGEMENT CORPORATION
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of the 8th day of February,
1995, between 1838 Investment Advisors Funds, a Delaware business trust (the
"Trust"), having its principal place of business in Radnor, Pennsylvania and
Xxxxxx Square Management Corporation, a corporation organized under the laws of
the State of Delaware ("Xxxxxx Square"), having its principal place of business
in Wilmington, Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company and
offers for public sale one or more distinct series of shares of beneficial
interest ("Series"), par value $0.001 per share, each corresponding to a
distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in the
assets, subject to the liabilities, allocated to that Series and each Series has
a separate investment objective and policies;
WHEREAS, at the present time, the Trust is in the process of
establishing two Series, 1838 International Equity Fund and 1838 Small Cap
Equity Fund, and anticipates it will establish additional Series in the future;
WHEREAS, the Trust desires to employ Xxxxxx Square to provide certain
administrative services;
WHEREAS, Xxxxxx Square is willing to furnish such services to the Trust
with respect to each Fund listed on Schedule A to this Agreement (each a "Fund"
and two or more together, "Funds") on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and Xxxxxx Square agree as follows:
1. Appointment. The Trust hereby appoints Xxxxxx Square to provide
certain administration services to the Fund for the period and on the terms set
forth in this Agreement. Xxxxxx Square accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation provided
for in Section 9 of this Agreement.
2. Documents. The Trust has furnished Xxxxxx Square with copies
properly certified or authenticated of each of the following:
a. The Trust's Certificate of Trust filed with the Secretary of the
State of Delaware on December 12, 1994, and all amendments thereto and
restatements thereof;
b. The Trust's Agreement and Declaration of Trust and all amendments
thereto and restatements thereof;
c. The Trust's By-laws and all amendments thereto and restatements
thereof (such By-laws, as presently in effect and as they shall from time to
time be amended or restated, are herein called "By-laws");
d. Resolutions of the Trust's Board of Trustees authorizing the
appointment of Xxxxxx Square to provide certain administration services to the
Trust and approving this Agreement;
e. The Trust's Notification of Registration filed pursuant to
Section 8(a) of the Investment Company Act of 1940 (the "1940 Act") as filed
with the Securities and Exchange Commission ("SEC") on December 13, 1994;
f. The Trust's most recent Registration Statement on Form N-1A under
the Securities Act of 1933 (the "1933 Act") (File No. 33-87298) and under the
1940 Act (File No. 811-8902), as filed with the SEC relating to shares of
beneficial interest of the Trust, and all amendments thereto;
g. The Trust's most current Prospectus(es) and Statement(s) of
Additional Information ("SAI") relating to the Fund(s);
h. The Trust's Agreements listed on Schedule B attached hereto; and
i. If required, a copy of either (i) a filed notice of eligibility
to claim the exclusion from the definition of "commodity pool operator"
contained in Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA") that is
provided in Rule 4.5 under the CEA, together with all supplements as are
required by the Commodity Futures Trading Commission ("CFTC"), or (ii) a letter
which has been granted the Trust by the CFTC which states that the Trust will
not be treated as a "pool" as defined in Section 4.10(d) of the CFTC's General
Regulations, or (iii) a letter which has been granted the Trust by the CFTC
which states that CFTC will not take any enforcement action if the Trust does
not register as a "commodity pool operator."
The Trust will xxxxxxx Xxxxxx Square from time to time with copies,
properly certified or authenticated, of all additions, amendments or supplements
to the foregoing, if any.
3. Fund Administration. Subject to the direction and control of the
Board of Trustees of the Trust and to the extent not otherwise the
responsibility of, or provided by, the Trust or other supply agents of the
Trust, Xxxxxx Square shall provide the following administrative services:
a. (i) office facilities (which may be in Xxxxxx Square's or its
affiliates' own offices);
(ii) non-investment related statistical and research
data;
(iii) executive and administrative services;
(iv) stationery and office supplies at Trust expense;
(v) corporate secretarial services, such as the preparation and
distribution of materials at Trust expense for meetings of
the Board of Trustees or shareholders; and
(vi) Trustees' and Officers' questionnaires.
b. Prepare and file, if necessary, reports to shareholders of
the Trust and reports with the SEC, state securities commissions and Blue Sky
authorities including preliminary and definitive proxy materials, post-effective
amendments to the Trust's registration statement, Rule 24f-2 Notices, Form N-SAR
filings and prospectus supplements;
c. Monitor each Fund's compliance with the investment restrictions
and limitations imposed by the 1940 Act, and state Blue Sky laws and applicable
regulations thereunder, the fundamental and non-fundamental investment policies
and limitations set forth in the Prospectus and SAI, and the investment
restrictions and limitations necessary for each Fund of the Trust to qualify as
a regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code") or any successor statute;
d. Monitor sales of each Fund's shares and ensure that such shares
are properly, registered as required with the SEC and applicable state
authorities;
e. Prepare and distribute to appropriate parties notices announcing
the declaration of dividends and other distributions to shareholders;
f. Prepare financial statements and footnotes and other financial
information with such frequency and in such format as required to be included in
reports to shareholders and the SEC;
g. Review sales literature and file such with regulatory
authorities, as necessary;
h. Provide information regarding material developments in state
securities regulation; and
i. Provide personnel to serve as officers of the Trust if so elected
by the Board of Trustees.
4. Expenses of the Trust. The Trust agrees that it will pay all its
expenses other than those expressly stated to be payable by Xxxxxx Square
hereunder, which expenses payable by the Trust shall include, without
limitation:
a. Fees payable for investment advisory services provided by the
Trust's Investment Adviser;
b. Fees payable for services provided by the Trust's independent
public accountants;
c. Fees payable for accounting services;
d. The cost of obtaining quotations for calculating the value of the
assets of each Fund;
e. Taxes levied against the Trust or any Fund;
f. Brokerage fees, xxxx-ups and commissions in connection with the
purchase and sale of portfolio securities;
g. Costs, including the interest expense, of borrowing money;
h. Costs and/or fees incident to holding meetings of the Board of
Trustees and shareholders, preparation (including typesetting and printing
charges) and mailing of prospectuses, reports and proxy materials to the
existing shareholders of the Trust, filing of reports with regulatory bodies,
maintenance of the Trust's corporate existence, and registration of shares with
federal and state securities authorities;
i. Legal fees and expenses;
j. Costs of printing share certificates, if required, representing
shares of the Trust;
k. Fees payable to, and expenses of, members of the Board of
Trustees who are not "interested persons" of the Trust;
l. Out-of-pocket expenses incurred in connection with the provision
of administration, accounting, custodial and transfer agency services;
m. Premiums payable on the fidelity bond required by Section 17(g)
of the 1940 Act, and any other premiums payable on insurance policies related to
the Trust's business and the investment activities of its Funds;
n. Distribution fees, if any;
o. Service fees, if any, payable by each Fund to the Distributor for
providing personal services to the shareholders of each Fund and for maintaining
shareholder accounts for those shareholders;
p. Fees, voluntary assessments and other expenses incurred in
connection with the Trust's membership in investment company organizations; and
q. Such non-recurring expenses as may arise, including actions,
suits or proceedings to which the Trust is a party and the legal obligation
which the Trust may have to indemnify its Trust and officers with respect
thereto.
Except as otherwise agreed by Xxxxxx Square, Xxxxxx Square will not
reimburse the Trust for (or have deducted from its fees payable under this
Agreement) any Trust expenses in excess of any expense limitations imposed by
state securities commissions having jurisdiction over the sale of Fund shares.
5. Recordkeeping and Other Information. Xxxxxx Square shall create and
maintain all necessary records in accordance with all applicable laws, rules and
regulations, including, but not limited to, records required by Section 31(a) of
the 1940 Act and the rules thereunder, as the same may be amended from time to
time, pertaining to the various functions (described above) performed by it and
not otherwise created and maintained by another party pursuant to contract with
the Trust. All records shall be the property of the Trust at all times and shall
be available for inspection and use by the Trust or the Trust's authorized
representatives. Upon reasonable request of the Trust, copies of such records
shall be provided by Xxxxxx Square to the Trust or the Trust's authorized
representatives at the Trust's expense. Where applicable, such records shall be
maintained by Xxxxxx Square for the periods and in the places required by Rule
31a-2 under the 1940 Act.
6. Audit, Inspection and Visitation. Xxxxxx Square shall make available
during regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the Trust or
any person retained by the Trust. Upon reasonable notice by the Trust, Xxxxxx
Square shall make available during regular business hours its facilities and
premises employed in connection with its performance of this Agreement for
reasonable visitation by the Trust, or any person retained by the Trust.
7. Right to Receive Advice.
a. Advice of Trust. If Xxxxxx Square shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from the
Trust directions or advice, including oral or written instructions where
appropriate.
b. Advice of Counsel. If Xxxxxx Square shall be in doubt as to any
question of law involved in any action to be taken or omitted by Xxxxxx Square
in connection with Xxxxxx Square's performance of its responsibilities under
this agreement, it may request advice from the regularly retained counsel for
the Trust at the Trust's expense.
c. Conflicting Advice. In case of conflict between directions,
advice or oral or written instructions received by Xxxxxx Square, Xxxxxx Square
shall be entitled to rely on and follow the advice received by written
instructions alone.
d. Protection of Xxxxxx Square. Xxxxxx Square shall be protected in
any action or inaction which it takes in reliance on any directions, advice or
oral or written instructions received pursuant to subsections a. or b. of this
Section which Xxxxxx Square, after receipt of any such directions, advice or
oral or written instructions, in good faith believes to be consistent with such
directions, advice or oral or written instructions, as the case may be. However,
nothing in this Section shall be construed as imposing upon Xxxxxx Square any
obligation (i) to seek such direction, advice or oral or written instructions,
or (ii) to act in accordance with such directions, advice or oral or written
instructions when received, unless, under the terms of another provision of this
Agreement, the same is a condition to Xxxxxx Square's properly taking or
omitting to take such action. Nothing in this subsection shall excuse Xxxxxx
Square when an action or omission on the part of Xxxxxx Square constitutes
willful misfeasance, bad faith, negligence or reckless disregard by Xxxxxx
Square of its duties under this Agreement.
8. Compliance with Governmental Rules and Regulations. Except as
otherwise provided herein, the Advisor and/or the Trust assumes full
responsibility for ensuring that the Trust complies with all applicable
requirements of the 1933 Act, the Securities Exchange Act of 1934 (the "1934
Act"), the 1940 Act, the CEA and any laws, rules and regulations of governmental
authorities having jurisdiction.
9. Compensation. For the performance of its obligations under this
Agreement, the Trust shall pay Xxxxxx Square an administrative fee with respect
to each Fund in accordance with the fee arrangements described in Schedule A
attached hereto, as such schedule may be amended from time to time.
Trust shall reimburse Xxxxxx Square for all reasonable out-of-pocket
expenses incurred by Xxxxxx Square or its agents in the performance of its
obligations hereunder. Such reimbursement for expenses incurred in any calendar
month shall be made on or before the tenth day of the next succeeding month.
10. Use of Xxxxxx Square's Name. The Trust shall not use the name of
Xxxxxx Square or any of its affiliates in any Prospectus, SAI, sales literature
or other material relating to the Trust in a manner not approved prior thereto
by Xxxxxx Square; provided, however, that Xxxxxx Square shall approve all uses
of its and its affiliates' names that merely refer in accurate terms to their
appointments hereunder or that are required by the SEC or a state securities
commission; and further provided, that in no event shall such approval be
unreasonably withheld.
11. Use of Trust's Name. Neither Xxxxxx Square nor any of its
affiliates shall use the name of the Trust or material relating to the Trust on
any forms (including any checks, bank drafts or bank statements) for other than
internal use in a manner not approved prior thereto by the Trust; provided,
however, that the Trust shall approve all uses of its name that merely refer in
accurate terms to the appointment of Xxxxxx Square hereunder or that are
required by the SEC or a state securities commission; and further provided, that
in no event shall such approval be unreasonably withheld.
12. Liability of Xxxxxx Square or Affiliates. Xxxxxx Square and its
affiliates shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Trust in connection with the matters to which this
Agreement relates, except to the extent of a loss resulting from willful
misfeasance, bad faith, negligence or reckless disregard of their obligations
and duties under this Agreement. Any person, even though also an officer,
director, employee or agent of Xxxxxx Square or any of its affiliates who may be
or become an officer or trustee of the Trust, shall be deemed, when rendering
services to the Trust as such officer or acting on any business of the Trust in
such capacity (other than services or business in connection with Xxxxxx
Square's duties under this Agreement), to be rendering such services to or
acting solely for the Trust and not as an officer, trustee, employee or agent or
one under the control or direction of Xxxxxx Square or any of its affiliates,
even though paid by one of those entities. Xxxxxx Square shall not be liable or
responsible for any acts or omissions of any predecessor administrator or any
other persons having responsibility for matters to which this Agreement relates
nor shall Xxxxxx Square be responsible for reviewing any such act or omissions.
Xxxxxx Square shall, however, be liable for its own acts and omissions
subsequent to assuming responsibility under this Agreement as herein provided.
13. Indemnification.
a. The Trust agrees to indemnify and hold harmless Xxxxxx
Square, its directors, officers, employees, agents and representatives from all
taxes, charges, expenses, assessments, claims and liabilities including, without
limitation, liabilities arising under the 1940 Act, 1933 Act, the 1934 Act and
any applicable state and foreign laws, and amendments thereto (the "Securities
Laws"), and expenses, including without limitation reasonable attorneys' fees
and disbursements arising directly or indirectly from any action or omission to
act which Xxxxxx Square takes (i) at the request of or on the direction of or in
reliance on the advice of the Trust or (ii) upon oral or written instructions.
Neither Xxxxxx Square nor any of its nominees shall be indemnified against any
liability (or any expenses incident to such liability) arising out of Xxxxxx
Square's or its directors', officers', employees', agents' and representatives
own willful misfeasance, bad faith, negligence or reckless disregard of its
duties and obligations under this Agreement.
b. Rodney Square agrees to indemnify and hold harmless the Trust
from all taxes, charges, expenses, assessments, claims and liabilities arising
from Xxxxxx Square's obligations pursuant to this Agreement (including, without
limitation, liabilities arising under the Securities Laws) and expenses,
including (without limitation) reasonable attorneys' fees and disbursements
arising directly or indirectly out of Xxxxxx Square's or its directors',
officers', employees', agents' and representatives own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and obligations under this
Agreement.
c. In order that the indemnification provisions contained in this
Section 13 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
14. Responsibility of Xxxxxx Square. Xxxxxx Square shall be under no
duty to take any action on behalf of the Trust except as specifically set forth
herein or as may be specifically agreed to by Xxxxxx Square in writing. In the
performance of its duties hereunder, Xxxxxx Square shall be obligated to
exercise care and diligence and to act in good faith and to use its best efforts
within reasonable limits in performing services provided for under this
Agreement. Xxxxxx Square shall be responsible for its own negligent failure to
perform its duties under this Agreement, but to the extent that duties,
obligations and responsibilities are not expressly set forth in this Agreement,
Xxxxxx Square shall not be liable for any act or omission which does not
constitute willful misfeasance, bad faith or negligence on the part of Xxxxxx
Square or reckless disregard by Xxxxxx Square of such duties, obligations and
responsibilities. Without limiting the generality of the foregoing or of any
other provision of this Agreement, Xxxxxx Square in connection with its duties
under this Agreement shall not be under any duty or obligation to inquire into
and shall not be liable for or in respect of (i) the validity or invalidity or
authority or lack thereof of any oral or written instruction, notice or other
instrument which conforms to the applicable requirements of this Agreement, and
which Xxxxxx Square reasonably believes to be genuine; or (ii) delays or errors
or loss of data occurring by reason of circumstances beyond Xxxxxx Square's
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of
God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply, which circumstances Xxxxxx Square
shall take minimal actions to minimize loss of data therefor.
15. Duration and Termination.
a. The provisions of this Agreement may not be changed, waived,
discharged or terminated orally, but only by written instrument that shall make
specific reference to this Agreement and that shall be signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.
b. This Agreement shall become effective as of the date first
written above, and unless terminated as provided, shall continue in force for
three (3) years from the date of its execution and thereafter from year to year,
provided continuance after the three (3) year period is approved at least
annually by (i) the vote of the majority of the Trustees of the Trust and
(ii) the vote of a majority of those Trustees of the Trust who are not
interested persons of the Trust, and who are not parties to this Agreement or
interested persons of any party.
c. This Agreement may be terminated after the initial three (3) year
period as of any anniversary date on ninety (90) days' written notice given to
Xxxxxx Square or by Xxxxxx Square by ninety (90) days' written notice given to
the Trust; provided, however, that the foregoing provisions of this Agreement
may be terminated immediately at any time in the event of a breach of any
provision thereof either by the Trust or by Xxxxxx Square in the event that such
breach shall have remained unremedied for ninety (90) days or more after receipt
of written specification of such breach.
d. Upon the termination of this Agreement, the Trust shall pay to
Xxxxxx Square such compensation as may be payable for the period prior to the
effective date of such termination, including reimbursement for any
out-of-pocket expenses reasonably incurred by Xxxxxx Square to such date. In the
event that the Trust designates a successor to any of Xxxxxx Square's
obligations hereunder, Xxxxxx Square shall, at the expense and direction of the
Trust, transfer to such successor all relevant books, records and other data
established or maintained by Xxxxxx Square under the foregoing provisions.
e. Upon the termination of this Agreement within the initial three
(3) year term by the Trust or the Trust's Board of Trustees, except if
terminated in accordance with Section 15(c) above, the Trust shall pay to Xxxxxx
Square such compensation in liquidated damages in accordance with the fee
arrangements described in Schedule A attached hereto, as such schedule may be
amended from time to time.
16. Appointment of Agents. Neither this Agreement nor any rights or
obligations hereunder may be assigned by Xxxxxx Square without the written
consent of the Trust. Xxxxxx Square may, however, at any time or times in its
discretion appoint (and may at any time remove) other parties as its agent to
carry out such of the provisions of this Agreement as Xxxxxx Square may from
time to time direct; provided, however, that the appointment of any such agent
shall not relieve Xxxxxx Square of any of its responsibilities or liabilities
hereunder.
17. Delegation. On thirty (30) days' prior written notice to the Trust,
Xxxxxx Square may assign any part or all its rights and delegate its duties
hereunder to any affiliate provided that (i) the delegate agrees with Xxxxxx
Square to comply with all relevant provisions of the 1940 Act and applicable
rules and regulations; (ii) Xxxxxx Square shall remain responsible for the
performance of all
of its duties under this Agreement; (iii) Xxxxxx Square and such delegate shall
promptly provide such information as the Trust may request; and (iv) Xxxxxx
Square shall respond to such questions as the Trust may ask, relative to the
delegation, including (without limitation) the capabilities for the delegate.
18. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
Xxxxxx Square and the Trust shall regularly consult with each other
regarding Xxxxxx Square's performance of its obligations and its compensation
under the foregoing provisions. In connection therewith, the Trust shall submit
to Xxxxxx Square at a reasonable time in advance of filing with the SEC copies
of any amended or supplemented registration statement of the Trust (including
exhibits) under the 1933 Act and the 1940 Act, and, a reasonable time in advance
of their proposed use, copies of any amended or supplemented forms relating to
any plan, program or service offered by the Trust. Any change in such materials
that would require any change in Xxxxxx Square's obligations under the foregoing
provisions shall be subject to the burdened party's approval, which shall not be
unreasonably withheld. In the event that a change in such documents or in the
procedures contained therein increases the cost to Xxxxxx Square of performing
its obligations hereunder by more than an insubstantial amount, Xxxxxx Square
shall be entitled to receive reasonable compensation therefor.
19. Notice. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party to this
Agreement at its principal place of business.
20. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
21. Governing Law. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Delaware.
22. Shareholder Liability. Xxxxxx Square acknowledges that it has
received notice of and accepts the limitations of liability set forth in the
Trust's Agreement and Declaration of Trust and By-Laws. Xxxxxx Square agrees
that the Trust's obligations hereunder shall be limited to the Trust, and that
Xxxxxx Square shall have recourse solely against the assets of the Fund with
respect to which the Trust's obligations hereunder relate and shall have no
recourse against the assets of any other Fund or against any shareholder,
Trustee, officer, employee, or agent of the Trust.
23. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement embodies the entire agreement and understanding between
the parties thereto with regard to administrative services. 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 in two or more counterparts, each of
which, taken together shall constitute one and the same instruments.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
1838 INVESTMENT ADVISORS FUNDS
By: /s/ X. Xxxxxxx Xxxxx
--------------------------------
X. Xxxxxxx Xxxxx, President
XXXXXX SQUARE MANAGEMENT
CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx, President
ADMINISTRATION AGREEMENT
REVISED SCHEDULE A
1838 INVESTMENT ADVISORS FUNDS
FUND LISTING AND FEE SCHEDULE
For the services Xxxxxx Square provides under the Administration
Services Agreement attached hereto, 1838 Investment Advisors Funds (the
"Trust"), on behalf of and with respect to each of the Funds listed below,
agrees to pay Xxxxxx Square an administration fee calculated on total Trust
assets according to the Fee Schedule below, subject to a minimum fee of $50,000
per annum for the first Fund listed below, and a minimum fee of $15,000 per
annum for the second and further listed Funds, beginning at each Fund's
commencement of operations:
Listing of Funds
----------------
1838 International Equity Fund
1838 Small Cap Equity Fund
1838 Fixed Income Fund
Fee Schedule
------------
0.15% of total Trust net assets from $0 to $50 million, plus
0.10% of total Trust net assets in excess of $50 million
and up to $100 million, plus
0.07% of total Trust net assets in excess of $100 million
and up to $200 million, plus
0.05% of total Trust net assets in excess of $200 million
For each Fund, the higher of the minimum, or the Fund's pro rata portion of the
total Trust assets fee, will apply.
This administration fee shall be payable monthly, as soon as practicable
after the last day of each month, based on the average of the daily net assets
of the total Trust, as determined at the close of business on each day
throughout the month.
Out of pocket expenses shall be reimbursed by the Trust to Xxxxxx
Square or paid directly by the Trust.
LIQUIDATED DAMAGES:
Upon the termination of the attached Agreement within the initial
three (3) year term by the Trust or the Trust's Board of Trustees, the Trust
shall pay to Xxxxxx Square liquidated damages with respect to each Fund in an
amount equal to six (6) months of minimum base fees, as determined in the manner
set forth above.
A-1
ADMINISTRATION SERVICES AGREEMENT
SCHEDULE B
1838 INVESTMENT ADVISORS FUNDS
TRUST AGREEMENTS SCHEDULE
1. The Investment Advisory Agreement between 1838 Investment
Advisors Funds, a Delaware business trust (the "Trust"), on behalf of 1838 Small
Cap Equity Fund (the "Small Cap Fund"), and 1838 Investment Advisors, L.P. (the
"Investment Advisor"), a Delaware limited partnership, dated March 28, 1995;
2. The Investment Advisory Agreement between 1838 Investment
Advisors Funds, a Delaware business trust (the "Trust"), on behalf of 1838
International Equity Fund (the "International Equity Fund"), and 1838 Investment
Advisors, L.P. (the "Investment Advisor"), a Delaware limited partnership, dated
March 28, 1995;
3. The Sub-Investment Advisory Agreement between the
Investment Advisor and MeesPierson 1838 Investment Advisors, a Delaware general
partnership, dated March 28, 1995;
4. The Accounting Services Agreement between the Trust and
Xxxxxx Square Management Corporation, a Delaware corporation ("Xxxxxx Square"),
dated February 8, 1995;
5. The Transfer Agency Agreement between the Trust and Xxxxxx
Square, dated February 8, 1995;
6. The Custodian Agreement between the Trust and Wilmington
Trust Company, a Delaware corporation, relating to the custody of the Small Cap
Fund, dated February 8, 1995;
7. The Custodian Agreement between the Trust and Bankers Trust
Company, relating to the custody of the International Equity Fund, dated March
17, 1995; and
8. The Distribution Agreement between the Trust and Xxxxxx
Square Distributors, Inc., a Delaware corporation, dated February 8, 1995.
B-1
