SUB-ADMINISTRATION AGREEMENT
Agreement dated as of June 1, 1999, among ▇▇▇▇▇▇▇▇ Fund Advisors Inc.
(the "Administrator"), ▇▇▇▇▇▇▇▇ Capital Funds, ▇▇▇▇▇▇▇▇ Capital Funds (Delaware)
and ▇▇▇▇▇▇▇▇ Series Trust II (hereinafter "The ▇▇▇▇▇▇▇▇ Capital Funds Family" or
the "Trusts") and State Street Bank and Trust Company, a Massachusetts trust
company (the "Bank").
WHEREAS, the Trusts are registered as open-end, management investment
companies under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Administrator acts as administrator to the Trusts;
WHEREAS, the Administrator and the Trusts desire to retain the Bank to
furnish certain administrative services to the Trusts, and the Bank is willing
to furnish such services, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF BANK
The Administrator and the Trusts hereby appoint the Bank to act as
sub-administrator with respect to the Trusts for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Bank accepts such appointment and agrees to render the services
stated herein.
The Trusts will initially consist of the portfolio(s) and/or class(es)
of shares (each an "Investment Fund") listed in Schedule A to this Agreement. In
the event that any Trust establishes one or more additional Investment Funds
with respect to which the Administrator and the Trust wish to retain the Bank to
act as administrator hereunder, the Administrator and such Trust shall notify
the Bank in writing. Upon written acceptance by the Bank, such Investment Fund
shall become subject to the provisions of this Agreement to the same extent as
the existing Investment Funds, except to the extent that such provisions
(including those relating to the compensation and expenses payable by the Trusts
and their Investment Funds) may be modified with respect to each additional
Investment Fund in writing by the Administrator, the Trusts and the Bank at the
time of the addition of the Investment Fund.
2. DELIVERY OF DOCUMENTS
The Trusts will promptly deliver to the Bank copies of each of the
following documents and all future amendments and supplements, if any:
a. Each Trust's Declaration of Trust or comparable document;
b. Each Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), where
applicable, and the 1940 Act and each Trust's Prospectus(es) and
Statement(s) of Additional Information relating to all
Investment Funds and all amendments and supplements thereto as in
effect from time to time;
c. Certified copies of the resolutions of the Board of Trustees of
each Trust (the "Board") authorizing (1) the Trust to enter into
this Agreement and (2) certain individuals on behalf of the Trust
to (a) give instructions to the Bank pursuant to this Agreement
and (b) sign checks and pay expenses on behalf of the Trust;
d. A copy of the investment advisory agreement between each Trust
and its investment adviser, including any sub-advisory agreement
between the Trust and its investment sub-adviser, if any; and
e. Such other certificates, documents or opinions which the Bank
may, in its reasonable discretion, deem necessary or appropriate
in the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Trusts that:
a. It is a Massachusetts trust company, duly organized and
existing under the laws of The Commonwealth of
Massachusetts;
b. It has the corporate power and authority to carry on its
business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted
or threatened which would impair the Bank's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement
or obligation of the Bank or any law or regulation
applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE TRUSTS
Each Trust represents and warrants to the Bank that:
a. With respect to ▇▇▇▇▇▇▇▇ Capital Funds, ▇▇▇▇▇▇▇▇ Capital
Funds (Delaware) and ▇▇▇▇▇▇▇▇ Series Trust II, each is a
business trust, duly organized, existing and in good
standing under the laws of the State of Delaware;
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b. It has the corporate power and authority under applicable
laws and under its Declaration of Trust and by-laws or
comparable documents to enter into and perform this
Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. It is an investment company properly registered under the
1940 Act;
e. A registration statement under the 1933 Act, where
applicable, and the 1940 Act has been filed and will be
effective and remain effective during the term of this
Agreement. Each Trust also warrants to the Bank that as of
the effective date of this Agreement, all necessary filings
under the securities laws of the states in which the Trust
offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted
or threatened which would impair the Trust's ability to
perform its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement
or obligation of the Trust or any law or regulation
applicable to it; and
h. As of the close of business on the date of this Agreement,
the Trust is authorized to issue shares of beneficial
interest in the authorized amounts as set forth in Schedule
A to this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Bank that:
a. It is a corporation, duly organized, existing and in good
standing under the laws of The State of New York;
b. It has the power and authority under New York law and by its
charter and by-laws to enter into and perform this
Agreement;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted
or threatened which would impair the Administrator's ability
to perform its duties and obligations under this Agreement;
and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement
or obligation of the Administrator or any law or regulation
applicable to it.
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6. ADMINISTRATION SERVICES
The Bank shall provide the following services, in each case, subject to
the control, supervision and direction of the Trusts and the Administrator and
the review and comment by each Trust's and the Administrator's auditors and
legal counsel and in accordance with procedures which may be established from
time to time among a Trust, the Administrator and the Bank:
a. Oversee the determination of each Investment Fund's net asset
value in accordance with each Investment Fund's policy as adopted
from time to time by the Board;
b. Prepare on a timely basis each Investment Fund's federal, state
and local income tax returns for review by the Investment Fund's
independent accountants and filing by each Investment Fund's
treasurer;
c. Review the calculation of, submit for approval by officers of
each Investment Fund and arrange for payment of each Investment
Fund's expenses;
d. Prepare on a timely basis for review and approval by officers of
each Investment Fund financial information for each Investment
Fund's semi-annual and annual reports, proxy statements and other
communications with shareholders required or otherwise to be sent
to Investment Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to shareholders;
e. Prepare on a timely basis reports relating to the business and
affairs of each Investment Fund as may be mutually agreed upon
and not otherwise prepared by each Investment Fund's investment
advisor, custodian, legal counsel or independent accountants;
f. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;
g. Make such reports and recommendations to the Board concerning the
performance and fees of each Investment Fund's custodian and
transfer and dividend disbursing agent ("Transfer Agent") as the
Board may reasonably request or deem appropriate;
h. Oversee and review calculations of fees paid to each Investment
Fund's investment advisor, custodian and Transfer Agent;
i. Consult with each Investment Fund's officers, independent
accountants, legal counsel, custodian and Transfer Agent in
establishing the accounting policies of the Investment Fund;
j. Respond to, or refer to each Investment Fund's officers or
Transfer Agent, shareholder inquiries relating to the Investment
Fund;
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k. Provide periodic testing of portfolios to assist each Investment
Fund's investment advisor in complying with Investment Fund
investment limitations as may be mutually agreed upon;
l. Blue Sky notice filing and reporting;
m. Oversee the maintenance of certain books and records of each
Trust as required under Rule 31a-1(b)(4) of the 1940 Act;
n. Prepare on a timely basis for review by an officer or the counsel
for each Trust the Trust's periodic financial report required to
be filed with the Securities and Exchange Commission (the "SEC")
on Form N-SAR and Form N-1A and such other reports, forms or
filings, as may be mutually agreed upon;
o. Provide periodic testing of the Investment Funds to assist the
Administrator in complying with Internal Revenue Code mandatory
qualification requirements, the requirements of the Investment
Company Act and Trust prospectus limitations as may be mutually
agreed upon and provide on a timely basis quarterly reports to
the Trustees as to such compliance;
p. Prepare on a timely basis recommendations of distributions to be
made by each of the Investment Funds in order to comply with the
requirements outlined in paragraph (o) above, for review by the
Investment Funds' auditors and officers;
LIMITED LEGAL SUPPORT:
q. Consult on Blue Sky matters;
r. Provide assistance with developing and maintaining an SEC filing
calendar; and
s. Process insurance renewals.
The Bank may provide additional legal services to the
Administrator and the Trusts for an additional fee as described in the
Fee Schedule. The Bank shall provide the office facilities and the
personnel required by it to perform the services contemplated herein.
The Bank will take reasonable steps to ensure that its products (and
those of its third-party suppliers) reflect the available state of the art
echnology to offer products that are Year 2000 compliant, including, but not
limited to, century recognition of dates, calculations that correctly compute
same century and multi- century formulas and date values, and interface values
that reflect the date issues arising between now and the next one hundred years.
If any changes are required, the Bank will make the changes to its products at
no cost to the Administrator or the Trusts and in a commercially reasonable time
frame and will require third-party suppliers to do likewise.
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6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Bank shall receive from each Trust such compensation for the Bank's
services provided pursuant to this Agreement as may be agreed to from time to
time in a written fee schedule approved by the parties and initially set forth
in the Fee Schedule to this Agreement. The fees are accrued daily and billed
monthly and shall be due and payable upon receipt of the invoice. Upon the
termination of this Agreement before the end of any month, the fee for the part
of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement. In addition, each Trust shall
reimburse the Bank for its reasonable out-of-pocket costs incurred in connection
with its performance of this Agreement in respect of that Trust.
The Trusts agree promptly to reimburse the Bank for any equipment and
supplies specially ordered by or for the Trusts, or the Administrator, through
the Bank and for any other expenses not contemplated by this Agreement that the
Bank may incur on any Trust's or the Administrator's behalf, at the Trust's or
the Administrator's request or with any Trust's or the Administrator's consent.
Each Trust will bear all expenses that are incurred in its operation
and not specifically assumed by the Bank. Expenses to be borne by the Trusts,
include, but are not limited to: organizational expenses; cost of services of
independent accountants and outside legal and tax counsel (including such
counsel's review of each Trust's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and other
reports and materials prepared by the Bank under this Agreement); cost of any
services contracted for by the Trusts directly from parties other than the Bank;
cost of trading operations and brokerage fees, commissions and transfer taxes in
connection with the purchase and sale of securities for the Trusts; investment
advisory fees; taxes, insurance premiums and other fees and expenses applicable
to each Trust's operation; costs incidental to any meetings of shareholders
including, but not limited to, legal and accounting fees, proxy filing fees and
the costs of preparation, filing (including edgarization), printing and mailing
of any proxy materials; costs incidental to Board meetings, including fees and
expenses of Board members; the salary and expenses of any officer,
director/trustee or employee of the Trusts; costs incidental to the preparation,
filing (including edgarization), printing and distribution of each Trust's
registration statements and any amendments thereto, and shareholder reports;
cost of typesetting and printing of prospectuses; cost (other than internal
costs of the Bank in its performance of its obligations under this Agreement) of
preparation and filing of each Trust's tax returns, Form N-1A and Form N-SAR,
and all notices, registrations and amendments associated with applicable federal
and state tax and securities laws; all applicable registration fees and filing
fees required under federal and state securities laws; fidelity bond and
directors' and officers' liability insurance; and cost of independent pricing
services used in computing each Trust's net asset value.
The Bank is authorized to and may employ or associate with such person
or persons as the Bank may deem desirable to assist it in performing its duties
under this Agreement; provided, however, that the compensation of such person or
persons shall be paid by the Bank and that the Bank shall be as fully
responsible to the Trusts for the acts and omissions of any such person or
persons as it is for its own acts and omissions.
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7. INSTRUCTIONS AND ADVICE
At any time, the Bank may apply to any officer of the Trusts or the
Administrator for instructions and may consult with its own outside legal
counsel or outside counsel for the Trusts or the independent accountants for the
Trusts at the expense of the Trusts, with respect to any matter arising in
connection with the services to be performed by the Bank under this Agreement.
The Bank shall not be liable, and shall be indemnified by the Trusts, for any
action taken or omitted by it in good faith in reliance upon any such
instructions or advice or upon any paper or document reasonably believed by it
to be genuine and to have been signed by the proper person or persons. The Bank
shall not be held to have notice of any change of authority of any person until
receipt of written notice thereof from the Trusts. Nothing in this paragraph
shall be construed as imposing upon the Bank any obligation to seek such
instructions or advice of counsel or independents accountants, or to act in
accordance with such advice or the Administrator when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Bank shall be responsible for the performance of only such duties
as are set forth in this Agreement and, except as otherwise provided under
Section 6, shall have no responsibility for the actions or activities of any
other party, including other service providers. The Bank shall have no liability
for any error of judgment or mistake of law or for any loss or damage resulting
from the performance or nonperformance of its duties hereunder except to the
extent caused by or resulting from the negligence or willful misconduct of the
Bank, its officers or employees. Neither party shall be liable for any special,
indirect, incidental, or consequential damages of any kind whatsoever
(including, without limitation, attorneys' fees) under any provision of this
Agreement (including this Section 8) or for any such damages arising out of any
act or failure to act hereunder. In any event, the Bank's liability under this
Agreement shall be limited to two and one half (2 1/2) times its total annual
compensation earned and fees paid hereunder during the preceding twelve months
for any liability or loss suffered by the Administrator, the Trusts or the
Investment Funds, including, but not limited to, any liability relating to
qualification of any Trust as a regulated investment company or any liability
relating to any Trust's compliance with any federal or state tax or securities
statute, regulation or ruling. If this Agreement has been in effect for less
than twelve months, all fees paid during the period that the Agreement has been
in effect plus all fees payable for the remainder of the initial twelve month
period shall be used to calculate the limitation of liability hereunder.
The Bank shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its control, including without
limitation, work stoppage, power or other mechanical failure, computer virus,
natural disaster, governmental action or communication disruption.
The Administrator and the Trusts shall indemnify and hold the Bank
harmless from all loss, cost, damage and expense, including reasonable fees and
expenses for counsel, incurred by the Bank resulting from any claim, demand,
action or suit in connection with the Bank's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Administrator and the Trusts, provided that this
indemnification shall not apply to actions or omissions of the Bank, its
officers or employees in cases of its or their own negligence or willful
misconduct.
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The Administrator and the Trusts will be entitled to participate at
their own expense in the defense, or, if it so elects, to assume the defense of
any suit which might be the subject of the indemnification provided above. In
the event the Administrator and/or the Trusts elect to assume the defense of any
suit and retain such counsel, the Bank or any other person entitled to such
indemnification, named as defendant or defendants in the suit, may retain
additional counsel but shall bear the fees and expenses of such counsel unless
the Administrator or the Trusts have specifically authorized the retaining of
such counsel.
The indemnification contained herein shall survive the termination of
this Agreement.
9. CONFIDENTIALITY
The Bank agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential the terms of this Agreement and all records
and information in its possession relating to the Trusts or their shareholders
or shareholder accounts and will not disclose the same to any person except at
the request or with the written consent of the Trusts.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Trusts assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Bank agrees that all records which it maintains for the Trusts shall at all
times remain the property of the Trusts, shall be readily accessible during
normal business hours, and shall be promptly surrendered upon the termination of
the Agreement or otherwise on written request. The Bank further agrees that all
records which it maintains for the Trusts pursuant to Rule 31a-1 under the 1940
Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940
Act unless any such records are earlier surrendered as provided above. Records
shall be surrendered in usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Bank to the Trusts are not to be deemed exclusive,
and the Bank shall be free to render similar services to others. The Bank shall
be deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Trusts from time to time, have no authority
to act or represent the Trusts in any way or otherwise be deemed an agent of the
Trusts.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date of its execution
and shall remain in full force and effect from the effective date for an
initial term of three years from the effective date and shall automatically
continue in full force and effect after such initial term unless any party
terminates this Agreement by written notice to the other parties at least
sixty (60) days prior to the expiration of the initial term. Any party may
terminate this Agreement at any time after the initial term upon at least
sixty (60) days' prior written notice to the other parties. In addition, a
Trust may terminate this Agreement without penalty as to any Investment Fund
during the initial term upon at least sixty (60) days' prior written notice
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to the other parties; provided, however, that, in the event of such
termination (other than following material breach by the Bank of this
Agreement not remedied within 30 days or following any assignment of this
Agreement by the Bank which is not reasonably acceptable to a Trust) the
Trust, on behalf of such Investment Fund, will pay to the Bank an amount
equal to the difference between (i) the fees that would have been payable by
such Investment Fund for the period prior to such termination if the fee
schedule for the third year of the initial term had been in effect during
such period and (ii) the fees actually paid by that Investment Fund for the
period. Termination of this Agreement with respect to any given Investment
Fund shall in no way affect the continued validity of this Agreement with
respect to any other Investment Fund. Upon termination of this Agreement, the
Trusts shall pay to the Bank such compensation and any reimbursable expenses
as may be due under the terms hereof as of the date of such termination,
including reasonable out-of-pocket expenses associated with such termination.
This Agreement may be modified or amended from time to time by mutual written
agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to any party shall be in writing and deemed to have been
given when delivered in person, by overnight courier or by confirmed facsimile,
or by certified mail, return receipt requested, to the following address (or
such other address as a party may specify by written notice to the other): If to
the Administrator: ▇▇▇▇▇▇▇▇ Fund Advisors Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇, fax:
▇▇▇-▇▇▇-▇▇▇▇; if to the Trusts: c/▇ ▇▇▇▇▇▇▇▇ Capital Management International
Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇;
fax: ▇▇▇-▇▇▇-▇▇▇▇; if to the Bank: State Street Bank and Trust Company, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇-▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Fund
Administration Legal Department, fax: ▇▇▇-▇▇▇-▇▇▇▇.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by any party hereto without the
prior consent in writing of the other two parties, except that the Bank may
assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Bank.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Trusts, the Administrator and the Bank and their respective successors and
permitted assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding among the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
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17. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
18. LIMITATION OF LIABILITY OF TRUSTEES AND SHAREHOLDERS
Notice is hereby given that this Agreement is executed on behalf of the
Trustees of each Trust as Trustees and not individually and that the obligations
of this Agreement are not binding upon any of the Trustees or Shareholders of
any Trust individually but are binding only upon the assets and property of the
Investment Fund in question.
19. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
20. GOVERNING LAW
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
21. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
22. RIGHTS AND OBLIGATIONS OF THE FUNDS SEVERAL
The parties agree that this Agreement shall constitute a separate and
discrete agreement among the Bank, the Administrator and each Investment Fund,
as if set out in a separate writing executed by the Bank, the Administrator and
a Trust on behalf of each Investment Fund alone. Notwithstanding any other
provision of this Agreement, no Investment Fund shall have any obligation or
incur any liability (including without limitation by way of indemnification) in
respect of any action, omission or course of dealing of or in respect of, any
other Investment Fund. Any reference in this Agreement to a "Trust," the
"Trusts" or an "Investment Fund" shall be construed so as to give effect to the
foregoing.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
▇▇▇▇▇▇▇▇ CAPITAL FUNDS
▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE)
▇▇▇▇▇▇▇▇ SERIES TRUST
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Title:Vice President
---------------------------
▇▇▇▇▇▇▇▇ FUND ADVISORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title:Senior Vice President
---------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Title:Senior Vice President
---------------------------
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SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
INVESTMENT FUND AUTHORIZED SHARES
▇▇▇▇▇▇▇▇ SERIES TRUST II Unlimited
- ▇▇▇▇▇▇▇▇ All-Asia Fund
▇▇▇▇▇▇▇▇ CAPITAL FUNDS Unlimited
- ▇▇▇▇▇▇▇▇ Global Growth Portfolio
- ▇▇▇▇▇▇▇▇ Japan Portfolio
- ▇▇▇▇▇▇▇▇ Asian Growth Fund Portfolio
- ▇▇▇▇▇▇▇▇ ▇▇ Core Portfolio
▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE) Unlimited
- ▇▇▇▇▇▇▇▇ US Smaller Companies Fund
- ▇▇▇▇▇▇▇▇ International Fund
- ▇▇▇▇▇▇▇▇ International Smaller Companies Fund
- ▇▇▇▇▇▇▇▇ Emerging Markets Fund Institutional
Portfolio
- ▇▇▇▇▇▇▇▇ Emerging Markets Fund
- ▇▇▇▇▇▇▇▇ Micro Cap Fund
- ▇▇▇▇▇▇▇▇ U.S. Diversified Growth Fund
- ▇▇▇▇▇▇▇▇ Greater China Fund
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SUB-ADMINISTRATION AGREEMENT
▇▇▇▇▇▇▇▇ CAPITAL FUNDS FAMILY
SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES AUTHORITIES
AT THE SPECIFIC DIRECTION OF THE TRUSTS, THE BANK WILL PREPARE REQUIRED
DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF
EACH JURISDICTION IN WHICH TRUST SHARES ARE TO BE OFFERED OR SOLD PURSUANT TO
INSTRUCTIONS GIVEN TO THE BANK BY THE TRUSTS.
THE TRUSTS SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (i) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (ii) THE NUMBER OF
TRUST SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT
THAT THE BANK BECOMES AWARE OF (a) THE SALE OF TRUST SHARES IN A JURISDICTION IN
WHICH NO NOTICE FILING HAS BEEN MADE OR (b) THE SALE OF TRUST SHARES IN EXCESS
OF THE NUMBER OF TRUST SHARES PERMITTED TO BE SOLD IN SUCH JURISDICTION, THE
BANK SHALL REPORT SUCH INFORMATION TO THE TRUSTS, AND IT SHALL BE THE
RESPONSIBILITY OF THE TRUST IN QUESTION TO DETERMINE APPROPRIATE CORRECTIVE
ACTION AND INSTRUCT THE BANK WITH RESPECT THERETO.
The Blue Sky services provided by the Bank hereunder shall consist of the
following:
1. Filing of the Trusts' Initial Notice Filings, as directed by the
Trusts;
2. Filing of the Trusts' renewals and amendments as required;
3. Filing of amendments to the Trust's registration statement where
required;
4. Filing Trust sales reports where required;
5. Payment at the expense of the Trusts of all Trust Notice Filing fees;
6. Filing the Prospectuses and Statements of Additional Information of
the Trusts and any amendments or supplements thereto where required;
7. Filing of annual reports, supplements and stickers, and proxy
statements where required; and
8. The performance of such additional services as the Bank and the Trusts
may agree upon in writing.
Unless otherwise specified in writing by the Bank, Blue Sky services by the Bank
shall not include determining the availability of exemptions under a
jurisdiction's blue sky law. Any such determination shall be made by the Trusts
or their legal counsel. In connection with the services described herein, the
Trusts shall issue in favor of the Bank a power of attorney to submit Notice
Filings on behalf of the Trust, which power of attorney shall be substantially
in the form of Exhibit I attached hereto.
13
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of JUNE 1, 1999 that ▇▇▇▇▇▇▇▇ Capital Funds
with principal offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the
"Trust") makes, constitutes, and appoints STATE STREET BANK AND TRUST COMPANY
(the "Bank") with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ its lawful attorney-in-fact for it to do as if it were itself
acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Trust in
each jurisdiction in which Trust's shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file
any and all Trust applications, including without limitation, applications
to register shares, consents, including consents to service of process,
reports, including without limitation, all periodic reports, claims for
exemption, or other documents and instruments now or hereafter required or
appropriate in the judgment of the Bank in connection with the registration
of Trust shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky Bank at
the Bank shall have authority to act on behalf of the Trust with respect to
item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Bank of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Bank as or otherwise authorize the Bank to act as an officer,
director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
▇▇▇▇▇▇▇▇ CAPITAL FUNDS
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------
Title: Vice President
---------------------
14
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of JUNE 1, 1999 that ▇▇▇▇▇▇▇▇ Capital Funds
(Delaware) with principal offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇ (the "Trust") makes, constitutes, and appoints STATE STREET BANK AND
TRUST COMPANY (the "Bank") with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ its lawful attorney-in-fact for it to do as if it were
itself acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Trust in
each jurisdiction in which Trust's shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file
any and all Trust applications, including without limitation, applications
to register shares, consents, including consents to service of process,
reports, including without limitation, all periodic reports, claims for
exemption, or other documents and instruments now or hereafter required or
appropriate in the judgment of the Bank in connection with the registration
of Trust shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky Bank at
the Bank shall have authority to act on behalf of the Trust with respect to
item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Bank of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Bank as or otherwise authorize the Bank to act as an officer,
director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE)
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------
Title: Vice President
---------------------
15
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of JUNE 1 , 1999 that ▇▇▇▇▇▇▇▇ Series Trust
II with principal offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(the "Trust") makes, constitutes, and appoints STATE STREET BANK AND TRUST
COMPANY (the "Bank") with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ its lawful attorney-in-fact for it to do as if it were itself
acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Trust in
each jurisdiction in which Trust's shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file
any and all Trust applications, including without limitation, applications
to register shares, consents, including consents to service of process,
reports, including without limitation, all periodic reports, claims for
exemption, or other documents and instruments now or hereafter required or
appropriate in the judgment of the Bank in connection with the registration
of Trust shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky Bank at
the Bank shall have authority to act on behalf of the Trust with respect to
item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Bank of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Bank as or otherwise authorize the Bank to act as an officer,
director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
▇▇▇▇▇▇▇▇ SERIES TRUST II
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------
Title: Vice President
---------------------
16