Exhibit 23(h)-1
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
This Amended and Restated Administrative Services Agreement (the
"Agreement") is entered into effective as of October 1, 1992 by Xxxxxx One
Hundred and One Fund, Inc. (the "Fund") and Xxxxxx Associates, Inc. ("Xxxxxx
Associates").
RECITALS
A. Pursuant to the terms of the Administrative Services Agreement (the
"Old Agreement"), dated as of February 2, 1987, Xxxxxx Associates furnishes
administrative and record keeping services to the Fund.
B. In accordance with Paragraph 5 of the Old Agreement, each of the
parties to the Old Agreement now desires to amend the Old Agreement to delete
certain pricing and record keeping services from the Old Agreement and adjust
the fees paid by the Fund for services as provided herein, and to restate the
Old Agreement as so amended.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Xxxxxx Associates shall perform all administrative and record keeping
services (excluding transfer agent, dividend disbursing agent and related
shareholder services) for the Fund not otherwise provided for and described in
the Recordkeeping and Pricing Agent Agreement between the Fund and Investors
Fiduciary Trust Company ("IFTC"), dated October 1, 1992 (the "IFTC Agreement"),
including the preparation of financial statements and reports to be filed with
the Securities and Exchange Commission and state regulatory authorities, and the
maintenance and preservation of all such statements and reports, and any
supporting documentation as may be required by the Investment Company Act of
1940 and other applicable federal and state laws and regulations. It is
understood that the services to be performed by Xxxxxx Associates hereunder
shall be substantially the same as those administrative and record keeping
services Xxxxxx Associates has been obligated to perform for the Fund from
December 15, 1978 to the date of this Agreement, with the exception of the
record keeping agent and pricing agent services to be performed by IFTC pursuant
to the IFTC Agreement, which services shall no longer be performed by Xxxxxx
Associates.
2. The Fund shall pay to Xxxxxx Associates a monthly fee for performing
such services, payable on the last day of each month during all or part of which
this Agreement is in effect, of
one-twelfth (1/12) of one one-hundredth of one percent (.01%) of the average
daily closing net assets of the Fund for such month.
3. In performing the services described in paragraph 1, Xxxxxx Associates
shall at all times comply with the applicable provisions of the Investment
Company Act of 1940 and any other federal or state securities laws.
4. This Agreement shall continue until terminated as hereinafter
provided. It may be terminated at the end of any month by either party upon at
least 60 days' notice in writing to the other party. This Agreement may not be
assigned by either party without the written consent of the other party.
5. This Agreement may be amended by the parties, provided that all such
amendments shall be subject to the approval of the Board of Directors of the
Fund.
6. The effective date of this Agreement shall be October 1, 1992. This
Agreement supersedes the Old Agreement between the parties hereto dated February
2, 1987.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first set forth above.
XXXXXX ONE HUNDRED AND ONE FUND, INC.
By: __________________________
President
XXXXXX ASSOCIATES, INC.
By: __________________________
President
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