CO-ADMINISTRATION AGREEMENT
__________ _, 1997
Counsellors Funds Service, Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Sirs:
Warburg, ▇▇▇▇▇▇ Institutional Fund, Inc., a corporation organized under
the laws of the State of Maryland (the "Fund"), confirms its agreement with
Counsellors Funds Service, Inc. ("Counsellors Service") with respect to the
Small Company Value Portfolio (the "Portfolio") of the Fund, as follows:
1. Investment Description; Appointment
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The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Articles of Incorporation, as amended from time to time (the "Articles"), in its
By-Laws, as amended from time to time (the "By-Laws"), in the Fund's prospectus
(the "Prospectus") and Statement of Additional Information (the "Statement of
Additional Information") relating to the Portfolio as in effect from time to
time, and in such manner and to the extent as may from time to time be approved
by the Board of Directors of the Fund. Copies of the Prospectus, Statement of
Additional Information and the Articles and By-Laws have been submitted to
Counsellors Service. The Fund employs Warburg, ▇▇▇▇▇▇ Counsellors, Inc. (the
"Adviser") as its investment adviser with respect to the Portfolio and desires
to employ and hereby appoints Counsellors Service as its co-administrator with
respect to the Portfolio. Counsellors Service accepts this appointment and
agrees to furnish the services for the compensation set forth below.
2. Services as Co-Administrator
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Subject to the supervision and direction of the Board of Directors of
the Fund, Counsellors Service will:
(a) assist in supervising all aspects of the Portfolio's operations,
except those performed by other parties pursuant to written agreements with the
Fund;
(b) provide various shareholder liaison services including, but not
limited to, responding to inquiries of shareholders regarding the Portfolio,
providing information on
shareholder investments, assisting shareholders of the Portfolio in changing
dividend options, account designations and addresses, and other similar
services;
(c) provide certain administrative services including, but not limited
to, providing periodic statements showing the account balance of a Portfolio
shareholder and integrating the statements with those of other transactions and
balances in the shareholder's other accounts serviced by the Portfolio's
custodian or transfer agent;
(d) supply the Portfolio with office facilities (which may be
Counsellors Service's own offices), data processing services, clerical, internal
executive and administrative services, and stationery and office supplies;
(e) furnish corporate secretarial services, including assisting in the
preparation of materials for Board of Directors meetings and distributing those
materials and preparing minutes of meetings of the Fund's Board of Directors and
any committees thereof and of the Fund's shareholders;
(f) coordinate the preparation of reports to the Portfolio's
shareholders of record and filings with the Securities and Exchange Commission
(the "SEC") including, but not limited to, proxy statements; annual, semiannual
and quarterly reports to shareholders; and post-effective amendments to the
Fund's Registration Statement on Form N-1A with respect to the Portfolio (the
"Registration Statement");
(g) assist in the preparation of the Fund's tax returns with respect to
the Portfolio and assist in other regulatory filings as necessary;
(h) assist the Adviser, at the Adviser's request, in monitoring and
developing compliance procedures for the Portfolio which will include, among
other matters, procedures to assist the Adviser in monitoring compliance with
the Portfolio's investment objectives, policies, restrictions, tax matters and
applicable laws and regulations; and
(i) acting as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
co-administrator and taking all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.
In performing all services under this Agreement, Counsellors Service
shall act in conformity with applicable law, the Articles and By-Laws, and all
amendments thereto, and the investment objectives, investment policies and other
practices and policies set forth in the Registration Statement, as such
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Registration Statement and practices and policies may be amended from time
to time.
3. Compensation
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In consideration of services rendered pursuant to this Agreement, the
Fund will pay Counsellors Service on the first business day of each month a fee
for the previous month at an annual rate of .10% of the Portfolio's average
daily net assets. The fee for the period from the date the Portfolio commences
its investment operations to the end of the month during which the Portfolio
commences its investment operations shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any month, the fee for such part
of a month shall be prorated according to the proportion which such period bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. For the purpose of determining fees payable to Counsellors
Service, fees shall be calculated monthly and the value of the Portfolio's net
assets shall be computed at the times and in the manner specified in the
Prospectus and Statement of Additional Information as from time to time in
effect.
4. Expenses
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Counsellors Service will bear all expenses in connection with the
performance of its services under this Agreement; provided, however, that the
Fund will reimburse Counsellors Service for the out-of-pocket expenses incurred
by it on behalf of the Portfolio. Such reimbursable expenses shall include, but
not be limited to, postage, telephone, telex and FedEx charges. Counsellors
Service will ▇▇▇▇ the Portfolio as soon as practicable after the end of each
calendar month for the expenses it is entitled to have reimbursed.
The Portfolio will bear its proportionate share of certain other
expenses to be incurred in its operation, including: taxes, interest, brokerage
fees and commissions, if any; fees of Directors of the Fund who are not
officers, directors, or employees of the Adviser or Counsellors Service; SEC
fees and state blue sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; certain insurance premiums; outside auditing and
legal expenses; costs of maintenance of corporate existence; except as otherwise
provided herein, costs attributable to investor services, including without
limitation, telephone and personnel expenses; costs of preparing and printing
Prospectuses and Statements of Additional Information for regulatory purposes
and for distribution to existing shareholders; costs of shareholders' reports
and meetings, and meetings of the officers of Board of Directors of the Fund;
costs of any pricing services; and any extraordinary expenses.
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5. Standard of Care
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Counsellors Service shall exercise its best judgment in rendering the
services listed in paragraph 2 above. Counsellors Service shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
or the Portfolio in connection with the matters to which this Agreement relates
provided that nothing in this Agreement shall be deemed to protect or purport to
protect Counsellors Service against liability to the Fund or the Portfolio to
their shareholders to which Counsellors Service would otherwise be subject by
reason of willful misfeasance, bad faith or negligence on its part in the
performance of its duties or by reason of Counsellors Service's reckless
disregard of its obligations and duties under this Agreement.
6. Term of Agreement
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This Agreement shall become effective with respect to the Portfolio as
of the date the Portfolio commences its investment operations and shall continue
until April 17, 1998 and shall continue automatically (unless terminated as
provided herein) for successive annual periods, provided that such continuance
is specifically approved at least annually by the Board of Directors of the
Fund, including a majority of the Board of Directors who are not "interested
persons" (as defined in the Investment Company Act of 1940, as amended) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on sixty (60) days' written notice, by the Board of Directors of the
Fund or by vote of holders of a majority of the Portfolio's shares, or upon
sixty (60) days' written notice, by Counsellors Service.
7. Service to Other Companies or Accounts
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The Fund understands that Counsellors Service now acts, will continue
to act and may act in the future as administrator, co-administrator or
administrative services agent to one or more other investment companies, and the
Fund has no objection to Counsellors Service's so acting. The Fund understands
that the persons employed by Counsellors Service to assist in the performance of
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Counsellors Service's duties hereunder will not devote their full time to such
service and nothing contained in this Agreement shall be deemed to limit or
restrict the right of Counsellors Service or any affiliate of Counsellors
Service to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.
Very truly yours,
WARBURG, ▇▇▇▇▇▇ INSTITUTIONAL
FUND, INC.
By:
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Name:
Title:
Accepted:
COUNSELLORS FUNDS SERVICE, INC.
By:
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Name:
Title:
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