EXHIBIT (9)(A)
▇▇▇▇▇▇▇▇ CAPITAL FUNDS II
ADMINISTRATION AGREEMENT
AGREEMENT made this 27th day of December, 1996, between ▇▇▇▇▇▇▇▇
Capital Funds II (the "Trust"), a business trust organized under the laws of the
State of Delaware with its principal place of business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and Schroder Fund Advisors Inc. ("Schroder").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended, (the "Act") as an open-end management investment company and
is authorized to issue interests (as defined in the Trust's Trust Instrument) in
separate series; and
WHEREAS, the Trust desires that Schroder perform administrative
services for each of the portfolios of the Trust as listed in Appendix A hereto
(each a "Portfolio," and collectively the "Portfolios") and Schroder is willing
to provide those services on the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Trust Instrument and Registration Statement filed with the
Securities and Exchange Commission (the "Commission") under the Act, as may be
supplemented from time to time, all in such manner and to such extent as may
from time to time be authorized by the Trust's Board of Trustees (the "Board").
The Trust is currently authorized to issue two series of interests and the Board
is authorized to issue interests in any number of additional series. The Trust
has delivered to Schroder copies of the Trust's Trust Instrument and
Registration Statement and will from time to time furnish Schroder with any
amendments thereof.
SECTION 2. APPOINTMENT
The Trust hereby employs Schroder, subject to the direction and control
of the Board, to manage all aspects of the Trust's operations with respect to
each Portfolio except those which are the responsibility of ▇▇▇▇▇▇▇▇ Capital
Management International Inc. (the "Adviser"), the Trust's investment adviser.
SECTION 3. ADMINISTRATIVE DUTIES
(a) With respect to the Trust or each Portfolio, as applicable,
Schroder shall:
(i) oversee (A) the preparation and maintenance by the Adviser and the
Trust's sub-administrator, custodian, transfer agent and fund
accountant (or if appropriate, prepare and maintain) in such form, for
such periods and in such locations as may be required by applicable
law, of all documents and records relating to the operation of the
Trust required to be prepared or maintained by the Trust or its agents
pursuant to applicable law; (B) the reconciliation of account
information and balances among the Adviser and the Trust's custodian,
transfer agent and fund accountant; (C) the transmission of purchase
and redemption orders for interests in the Portfolios; (D) the
notification to the Adviser of available funds for investment; and (E)
the performance of fund accounting, including the calculation of the
net asset value of the Trust's interests;
(ii) oversee the performance of administrative and professional
services rendered to the Trust by others, including its
sub-administrator, custodian, transfer agent and fund accountant as
well as legal, auditing and interestholder servicing and other services
performed for the Portfolios;
(iii) be responsible for the preparation and the printing of the
periodic updating of the Registration Statement, tax returns, and
reports to interestholders and the Commission;
(iv) be responsible for the preparation of proxy and information
statements and any other communications to interestholders;
(v) at the request of the Board, provide the Trust with adequate
general office space and facilities and provide persons suitable to the
Board to serve as officers of the Trust;
(vi) provide the Trust, at the Trust's expense, with the services of
persons, who may be officers of the Trust, competent to perform such
supervisory, administrative and clerical functions as are necessary to
provide effective operations of the Trust;
(vii) prepare, file and maintain the Trust's governing documents,
including the Trust Instrument and minutes of meetings of Trustees and
interestholders;
(viii) with the approval of the Trust's counsel and cooperation from
the Adviser and other relevant parties, prepare and disseminate
materials for meetings of the Board;
(ix) oversee the calculation of performance data for dissemination to
information services covering the investment company industry, for
sales literature of the Trust or its interestholders and other
appropriate purposes;
(x) oversee the determination of the amount of and supervise
distributions to interestholders as necessary to, among other things,
maintain the qualification of each interestholder that may be a
regulated investment company under the Internal Revenue Code of 1986,
as amended; and
(xi) advise the Trust and the Board on matters concerning the Trust
and its affairs.
(b) The books and records pertaining to the Trust which are in
possession of Schroder shall be the property of the Trust. The Trust, or the
Trust's authorized representatives, shall have access to such books and records
at all times during Schroder's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided
promptly by Schroder to the Trust or the Trust's authorized representatives. In
the event the Trust designates a successor to any of Schroder's obligations
hereunder, Schroder shall, at the expense and direction of the Trust, transfer
to such successor all relevant books, records and other data established or
maintained by Schroder under this Agreement.
SECTION 4. STANDARD OF CARE
The Trust shall expect of Schroder, and Schroder will give the Trust
the benefit of, Schroder's best judgment and efforts in rendering these services
to the Trust, and the Trust agrees as an inducement to Schroder's undertaking
these services that Schroder shall not be liable hereunder for any mistake of
judgment or in any event whatsoever, except for lack of good faith, provided
that nothing herein shall be deemed to protect, or purport to protect, Schroder
against any liability to the Trust or to its interestholders to which Schroder
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of Schroder's duties hereunder, or by reason of
Schroder's reckless disregard of its obligations and duties hereunder. As used
in this Section 4, the term "Schroder" shall include any affiliates of Schroder
performing services for the Portfolios contemplated hereby and directors,
officers and employees of Schroder as well as Schroder itself.
SECTION 5. COMPENSATION; EXPENSES
(a) In consideration of the administrative services performed by
Schroder as described herein, the Trust will pay Schroder, with respect to each
Portfolio a fee at the annual rate as listed in Appendix A hereto. Such
fee shall be accrued by the Trust daily and shall be payable monthly in arrears
on the first day of each calendar month for services performed hereunder during
the prior calendar month.
(b) The Trust hereby confirms that the Trust shall be responsible and shall
assume the obligation for payment of all the Trust's expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian and
transfer agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trust's formation and maintaining its existence; costs of
preparing the Trust's registration statement, account application forms and
interestholder reports and delivering them to existing and prospective
interestholders; costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts and of calculating the net
asset value of interests in the Trust; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees and the
costs of other personnel performing services for the Trust who are not officers
of the Adviser or of Schroder or affiliated persons of either; costs of Trust
meetings; registration fees and related expenses for registration with the
Commission and the securities regulatory authorities of other countries in which
the Trust's interests are sold; state securities law registration fees and
related expenses; and fees and out-of-pocket expenses payable to each investment
adviser under any investment advisory or similar agreement.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to each
Portfolio on the date hereof and with respect to each future portfolio of the
Trust on the date this Agreement or Appendix A hereto is amended. Upon
effectiveness of this Agreement, it shall supersede all previous agreements
between the parties hereto covering the subject matter hereof insofar as such
Agreement may have been deemed to relate to the Portfolios.
(b) This Agreement shall continue in effect with respect to a Portfolio
for a period of one year from its effectiveness and shall continue in effect for
successive twelve-month periods; provided, however, that continuance is
specifically approved at least annually (i) by the Board or by a vote of a
majority of the outstanding voting interests of the Portfolio and (ii) by a vote
of a majority of Trustees of the Trust who are not parties to this agreement or
interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if the continuation of this agreement is not
approved as to a Portfolio, Schroder may continue to render to the Portfolio the
services described herein in the manner and to the extent permitted by the Act
and the rules and regulations thereunder.
(c) This Agreement may be terminated with respect to a Portfolio at any
time, without the payment of any penalty, (i) by the Board on 60 days' written
notice to Schroder or (ii) by Schroder on 60 days' written notice to the Trust.
This agreement shall terminate upon assignment.
SECTION 7. ACTIVITIES OF SCHRODER
Except to the extent necessary to perform Schroder's obligations
hereunder, nothing herein shall be deemed to limit or restrict Schroder's right,
or the right of any of Schroder's officers, directors or employees who may also
be a trustee, officer or employee of the Trust, or persons otherwise affiliated
persons of the Trust to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association.
SECTION 8. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the interestholders of each Portfolio
shall not be liable for any obligations of the Trust or of the Portfolios under
this Agreement, and Schroder agrees that, in asserting any rights or claims
under this Agreement, it shall look only to the assets and property of the Trust
or the Portfolio to which Schroder's rights or claims relate in settlement of
such rights or claims, and not to the Trustees of the Trust or the
interestholders of the Portfolios.
SECTION 9. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(e) This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the state of New York.
(f) The terms "vote of a majority of the outstanding voting interests,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
▇▇▇▇▇▇▇▇ CAPITAL FUNDS II
/S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇
Vice President
SCHRODER FUND ADVISORS INC.
/S/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
▇▇▇▇▇▇▇▇ CAPITAL FUNDS II
ADMINISTRATION AGREEMENT
APPENDIX A
Annual Fee as a % of
the Average Daily
Portfolios Of The Trust Net Assets Of The Portfolio
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Schroder International Bond Portfolio 0.10%