ADMINISTRATION AGREEMENT
AGREEMENT made as of December 28, 1999 by and between XXXXXX XXXX
INVESTMENT FUNDS, a Massachusetts business trust (the "Fund"), and INVESTORS
BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund, a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), consisting of the separate
portfolios listed on APPENDIX A hereto; and
WHEREAS, the Fund desires to retain the Bank to render certain
administrative services to the Fund and the Bank is willing to render such
services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Bank to act as Administrator
of the Fund on the terms set forth in this Agreement. The Bank accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Fund has furnished the Bank with copies
properly certified or authenticated of each of the following:
(a) RESOLUTIONS of the Fund's Board of Directors authorizing the
appointment of the Bank to provide certain administrative services to the Fund
and approving this Agreement;
(b) The Fund's incorporating documents filed with the state of [state]
on [date] and all amendments thereto (the "Articles");
(c) The Fund's by-laws and all amendments thereto (the "By-Laws");
(d) The Fund's agreements with all service providers which include any
investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(e) The Fund's most recent Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act and all amendments thereto; and
(f) The Fund's most recent prospectus and statement of additional
information (the "Prospectus"); and
(g) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for the Bank in the proper performance of its
duties hereunder.
The Fund will immediately furnish the Bank with copies of all amendments
of or supplements to the foregoing. Furthermore, the Fund will notify the Bank
as soon as possible of any matter which may materially affect the performance by
the Bank of its services under this Agreement.
3. DUTIES OF ADMINISTRATOR. Subject to the supervision and direction of the
Board of Directors of the Fund, the Bank, as Administrator, will assist in
conducting various aspects of the Fund's administrative operations and
undertakes to perform the services described in APPENDIX B hereto. The Bank may,
from time to time, perform additional duties and functions which shall be set
forth in an amendment to such APPENDIX B executed by both parties. At such time,
the fee schedule included in APPENDIX C hereto shall be appropriately amended.
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In performing all services under this Agreement, the Bank shall act in
conformity with the Fund's Articles and By-Laws and the 1940 Act, as the same
may be amended from time to time, and the investment objectives, investment
policies and other practices and policies set forth in the Fund's Registration
Statement, as the same may be amended from time to time. Notwithstanding any
item discussed herein, the Bank has no discretion over the Fund's assets or
choice of investments and cannot be held liable for any problem relating to such
investments.
4. DUTIES OF THE FUND.
(a) The Fund is solely responsible (through its transfer agent or
otherwise) for (i) providing timely and accurate reports ("Daily Sales Reports")
which will enable the Bank as Administrator to monitor the total number of
shares sold in each state on a daily basis and (ii) identifying any exempt
transactions ("Exempt Transactions") which are to be excluded from the Daily
Sales Reports.
(b) The Fund agrees to make its legal counsel available to the Bank for
instruction with respect to any matter of law arising in connection with the
Bank's duties hereunder, and the Fund further agrees that the Bank shall be
entitled to rely on such instruction without further investigation on the part
of the Bank.
5. FEES AND EXPENSES.
(a) For the services to be rendered and the facilities to be furnished
by the Bank, as provided for in this Agreement, the Fund will compensate the
Bank in accordance with the fee schedule attached as APPENDIX C hereto. Such
fees do not include out-of-pocket disbursements (as delineated on the fee
schedule or other expenses with the prior approval of the Fund's management) of
the Bank for which the Bank shall be entitled to xxxx the Fund separately and
for which the Fund shall reimburse the Bank.
(b) The Bank shall not be required to pay any expenses incurred by the
Fund.
6. LIMITATION OF LIABILITY.
(a) The Bank, its directors, officers, employees and agents 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 performance of its obligations and duties under
this Agreement, except a loss resulting from willful misfeasance, bad faith or
gross negligence in the performance of such obligations and duties, or by reason
of its reckless disregard thereof. The Fund will indemnify the Bank, its
directors, officers, employees and agents against and hold it and them harmless
from any and all losses, claims, damages, liabilities or expenses (including
legal fees and expenses) resulting from any claim, demand, action or suit (i)
arising out of the actions or omissions of the Fund, including, but not limited
to, inaccurate Daily Sales Reports and misidentification of Exempt Transactions;
(ii) arising out of the offer or sale of any securities of the Fund in violation
of (x) any requirement under the federal securities laws or regulations, (y) any
requirement under the securities laws or regulations of any state, or (z) any
stop order or other determination or ruling by any federal or state agency with
respect to the offer or sale of such securities; or (iii) not resulting from the
willful misfeasance, bad faith or gross negligence of the Bank in the
performance of such obligations and duties or by reason of its reckless
disregard thereof.
(b) The Bank may apply to the Fund at any time for instructions and may
consult counsel for the Fund, or its own counsel, and with accountants and other
experts with respect to any matter arising in connection with its duties
hereunder, and the Bank shall not be liable or accountable for any action taken
or omitted by it in good faith in accordance with such instruction, or with the
opinion of such counsel, accountants, or other experts. The Bank shall not be
liable for any act or omission taken or not taken in reliance upon any document,
certificate or instrument which it reasonably believes to be genuine and to be
signed or presented by the proper person or persons. The Bank shall not be held
to have notice of any change of authority of any officers, employees, or agents
of the Fund until receipt of written notice thereof has been received by the
Bank from the Fund.
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(c) In the event the Bank is unable to perform, or is delayed in
performing, its obligations under the terms of this Agreement because of acts of
God, strikes, legal constraint, government actions, war, emergency conditions,
interruption of electrical power or other utilities, equipment or transmission
failure or damage reasonably beyond its control or other causes reasonably
beyond its control, the Bank shall not be liable to the Fund for any damages
resulting from such failure to perform, delay in performance, or otherwise from
such causes.
(d) Notwithstanding anything to the contrary in this Agreement, in no
event shall the Bank be liable for special, incidental or consequential damages,
even if advised of the possibility of such damages.
7. TERMINATION OF AGREEMENT.
(a) The term of this Agreement shall be three years commencing upon the
date hereof (the "Initial Term"), unless earlier terminated as provided herein.
After the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive three-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than ninety days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.
(i) Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term in the event the other party violates any
material provision of this Agreement, provided that the violating party does not
cure such violation within ninety days of receipt of written notice from the
non-violating party of such violation.
(ii) Either party may terminate this Agreement during any Renewal
Term upon ninety days written notice to the other party. Any termination
pursuant to this paragraph 7(a)(ii) shall be effective upon expiration of such
ninety days, provided, however, that the effective date of such termination may
be postponed, at the request of the Fund, to a date not more than one hundred
twenty days after delivery of the written notice in order to give the Fund an
opportunity to make suitable arrangements for a successor administrator.
(b) At any time after the termination of this Agreement, the Fund may,
upon written request, have reasonable access to the records of the Bank relating
to its performance of its duties as Administrator.
8. MISCELLANEOUS.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or the Bank shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
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To the Fund:
Xxxxxx Xxxx Investment Funds
c/o Bank Xxxxxx Xxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxx
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxx Xxxxxx, Senior Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of 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.
9. CONFIDENTIALITY. All books, records, information and data pertaining
to the business of the other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be
required in the performance of duties hereunder or as otherwise required by law.
10. USE OF NAME. The Fund shall not use the name of the Bank or any of
its affiliates in any prospectus, sales literature or other material relating to
the Fund in a manner not approved by the Bank prior thereto in writing; provided
however, that the approval of the Bank shall not be required for any use of its
name which merely refers in accurate and factual terms to its appointment
hereunder or which is required by the Securities and Exchange Commission or any
state securities authority or any other appropriate regulatory, governmental or
judicial authority; PROVIDED FURTHER, that in no event shall such approval be
unreasonably withheld or delayed.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
XXXXXX XXXX INVESTMENT FUNDS
By: /s/ Xxxxxxx Xxxxx
------------------------
Name: Xxxxxxx Xxxxx
Title: President
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
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APPENDICES
Appendix A.................................... Portfolios
Appendix B.................................... Services
Appendix C......................................Fee Schedule
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Appendix A
PORTFOLIOS UNDER THIS AGREEMENT:
Xxxxxx Xxxx Global Income Fund
Xxxxxx Xxxx International Equity Fund
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Appendix B
SERVICES UNDER THIS AGREEMENT:
Investors Bank & Trust Co., as Administrator, will assist in supervising various
aspects of the Fund's administrative operations and undertakes to perform the
following specific services:
1. Maintaining office facilities (which may be in the offices of
Investors Bank & Trust Co. or a corporate affiliate;
2. Furnishing internal executive and administrative services and clerical
services;
3. Furnishing corporate secretarial services including preparation and
distribution of materials for Board of Directors meetings;
4. Accumulating information for and, subject to approval by the Fund's
treasurer and legal counsel, coordination of the preparation, filing,
printing and dissemination of reports to the Fund's shareholders of
record and the SEC including, but not necessarily limited to,
post-effective amendments to the Fund's registration statement, annual
reports, semi-annual reports, Form N-SAR, 24f-2 notices and proxy
material;
5. Participating in the preparation and filing of various reports or
other documents required by federal, state, and other applicable laws
and regulations, other than those filed or required to be filed by the
Fund's investment adviser or transfer agent;
6. Coordinating the preparation and filing of the Fund's tax returns;
7. Other services, as may be detailed as an update to this appendix from
time to time, at such time, the fee schedule included in APPENDIX C
hereto shall be appropriately amended.
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APPENDIX C
XXXXXX XXXX INVESTMENT FUNDS
ANNUAL FEE SCHEDULE (REVISED)*
December 7, 1999
FUND ACCOUNTING, CUSTODY, ADMINISTRATION & NAV CALCULATION
A. Fund Accounting, Custody, Administration & NAV Calculation
o The following asset based fees will be charged on a per fund basis:
First $250 Million in Assets 11 Basis Points (plus $25,000)
Next $250 Million in Assets 8 Basis Points
Over $500 Million in Assets 6 Basis Points
o There will be a monthly minimum fee of $11,000.00 for both funds
o There will be a $7,500.00 anuual charge for each share class in excess of
one
B. FOREIGN CUSTODY
o The attached asset based fees and transactions fees vary by country, based
upon the attached global custody fee schedule. Local duties, scrip fees,
registration, proxies and exchange fees are out-of-pocket.
o Investors Bank will require the fund to hold all international assets at
the subcustodian of our choice.
C. DOMESTIC TRANSACTION COSTS
o DTC/Fed Book Entry $12
o Physical Securities 35
o Options and Futures 18
o SWAPS 18
o GNMA Securities 40
o Government Paydowns 5
o Foreign Currency 18**
o Cross Border 50
o Outgoing Wires 8
o Incoming Wires 6
** THERE ARE NO TRANSACTION CHARGES FOR F/X CONTRACTS EXECUTED BY INVESTORS
BANK.
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MISCELLANEOUS
A. OUT-OF-POCKET
o These charges will consist of actual and reasonable expenses incurred by the
Bank in providing services associated with:
-Pricing & Verification Services -Forms & Supplies
-Systems Development Costs -Third Party Review
-Printing, Delivery & Postage -Ad Hoc Reporting
-Telecommunication -Proxy Receipt & Tabulation
-Legal Expenses -Data Transmissions
-Micro Rental -Customized Extracts or Reporting
-Extraordinary Travel Expense
B. DOMESTIC BALANCE CREDIT
o We allow use of balance credit against fees (excluding out-of-pocket
charges) for fund balances arising out of the custody relationship. The
credit is based on collected balances reduced by balances required to
support the activity charges of the accounts. The monthly earnings
allowance is equal to 75% of the 90-day T-xxxx rate.
C. SECURITIES LENDING, FOREIGN EXCHANGE AND CASH MANAGEMENT
o The assumption was made that Investors Bank would perform securities lending,
foreign exchange and cash management for the portfolio. Securities lending
revenue is split with the fund and Investors Bank on a 60/40% basis: 60%
going to the fund.
D. PAYMENT
o The above fees will be charged against the fund's custodial checking account
five business days after the invoice is mailed.
*This fee schedule is valid for 60 days from date of issue and assumes the
execution of our standard contractual agreements for custody services for a
minimum of three years.
*This fee schedule is confidential information of the parties and shall not be
disclosed to any third party without prior written consent of both parties.
Accepted and approved by: /s/ Xxxxxxx Xxxxx
----------------------
Print Name: Xxxxxxx Xxxxx
Title: President
Xxxxxx Xxxx Investment Funds
Date: December 28, 1999
Accepted and approved by: /s/ Xxxxxx X. Xxxxxx
----------------------
Print Name: Xxxxxx X. Xxxxxx
Title: Senior Director
Investors Bank & Trust
Date: December 29, 1999
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Global Custody Fees Schedule
-----------------------------------------------------------
COUNTRY BP CHARGE TRADE CHARGE
-----------------------------------------------------------
ARGENTINA (1) 17.00 $75.00
AUSTRALIA 5.00 $60.00
AUSTRIA 7.00 $60.00
BANGLADESH 41.00 $150.00
BELGIUM 7.00 $60.00
BERMUDA 20.00 $100.00
BAHRAIN 41.00 $140.00
BOTSWANA 50.00 $175.00
BRAZIL (2) 29.00 $80.00
BULGARIA 40.00 $100.00
CANADA 5.00 $30.00
CEDEL 5.00 $20.00
CHILE (2) 45.00 $100.00
CHINA 20.00 $75.00
COLOMBIA (3) 45.00 $140.00
CROATIA 45.00 $125.00
CYPRUS 50.00 $150.00
CZECH REPUBLIC 17.00 $75.00
DENMARK 5.00 $60.00
ECUADOR 45.00 $100.00
EGYPT 41.00 $100.00
ESTONIA 30.00 $125.00
EUROCLEAR INTERNAL 5.00 $20.00
EUROCLEAR CROSS BORDER 5.00 $50.00
FINLAND 7.00 $70.00
FRANCE 5.00 $60.00
GERMANY 5.00 $30.00
GHANA 50.00 $200.00
GREECE-EQUITY FUND (4) 20.00 $100.00
GREECE-FIXED INCOME (4) 15.00 $100.00
HONG KONG 10.00 $65.00
HUNGARY 25.00 $100.00
INDIA 40.00 $600.00
INDONESIA 13.00 $65.00
IRELAND 7.00 $60.00
ISRAEL 20.00 $60.00
ITALY 5.00 $50.00
JAPAN 5.00 $30.00
JORDAN 41.00 $120.00
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COUNTRY BP CHARGE TRADE CHARGE
-----------------------------------------------------------
KAZAKHSTAN (5) 45.00 $150.00
KENYA 50.00 $200.00
KOREA 10.00 $65.00
LATVIA 30.00 $125.00
LEBANON 41.00 $140.00
LITHUANIA 20.00 $75.00
LITHUANIA T BILLS 25.00 $75.00
LUXEMBOURG 7.00 $60.00
MALAYSIA 10.00 $70.00
MAURITIUS 41.00 $140.00
MEXICO 10.00 $40.00
MOROCCO 40.00 $150.00
NAMIBIA 50.00 $200.00
NETHERLANDS 5.00 $40.00
NEW ZEALAND 5.00 $60.00
NORWAY 7.00 $90.00
OMAN 41.00 $140.00
PAKISTAN 41.00 $140.00
PERU 35.00 $100.00
PHILIPPINES 13.00 $65.00
POLAND 20.00 $85.00
POLAND T BILLS 29.00 $110.00
PORTUGAL 15.00 $125.00
ROMANIA 45.00 $125.00
RUSSIA-EQUITY FUND (4) 50.00 $250.00
RUSSIA-FIXED INCOME(1)(4) 35.00 $140.00
SINGAPORE 10.00 $65.00
SLOVAKIA 20.00 $75.00
SLOVENIA 41.00 $100.00
SOUTH AFRICA 7.00 $40.00
SPAIN EQ & CORP DEBT 7.00 $60.00
SPAIN GVT DEBT 5.00 $60.00
SRI LANKA 13.00 $65.00
SWAZILAND 50.00 $200.00
SWEDEN 5.00 $40.00
SWITZERLAND 5.00 $50.00
TAIWAN 13.00 $65.00
THAILAND 10.00 $65.00
TURKEY 15.00 $100.00
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-----------------------------------------------------------
COUNTRY BP CHARGE TRADE CHARGE
-----------------------------------------------------------
UK 5.00 $50.00
URUGUAY 50.00 $150.00
VENEZUELA (2) 45.00 $140.00
ZAMBIA 50.00 $200.00
ZIMBABWE 50.00 $175.00
EUROCLEAR CHARGES APPLY TO ONLY APPROVED CONTINENTAL EUROPEAN COUNTRIES
(1) BONDS BILLED AT FACE VALUE.
(2) LOCAL ADMINISTRATOR FEES PASSED THROUGH AS ACTUALS.
(3) 20 BP LOCAL ADMINISTRATION CHARGE ON MONTH END MARKET VALUE.
($400 MINIMUM, $400 MAXIUM PER ACCOUNT)
(4) THE DESIGNATION AS AN EQUITY OR FIXED INCOME FUND SHALL BE DETERMINED
BASED ON 50% OR GREATER OF FUND ASSETS INVESTED IN EQUITY OR
FIXED INCOME SECURITIES.
(5) TRANSACTION FEES ARE CHARGED FOR CORPORATE ACTIONS. DEPOSITORY FEES ARE
CHARGED AS ACTUALS. OUT-OF POCKET CHARGES, INCLUDING EUROCLEAR CROSS
BORDER FEES, ARE PASSED THROUGH AS ACTUALS IN THE MARKET.
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