ADMINISTRATION AGREEMENT
AGREEMENT made as of the ___ day of [October], 1995 by and between
WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC., a Maryland corporation (the
"Fund"), on its own behalf and on behalf of its Money Market Portfolio, U.S.
Government Portfolio and Municipal Portfolio (each, a "Portfolio"), and
WATERHOUSE ASSET MANAGEMENT, INC., a Delaware corporation (the "Administrator").
WITNESSETH:
WHEREAS, the Fund is an open-end diversified management investment company
registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"), currently comprised of three separate investment Portfolios; and
WHEREAS, the Fund, on behalf of each of its Portfolios, and Waterhouse
Asset Management, Inc. are also parties to an Investment Management Agreement
(the "Investment Management Agreement") pursuant to which Waterhouse Asset
Management, Inc. will serve as investment manager (the "Investment Manager") to
each Portfolio; and
WHEREAS, the Fund desires to retain the Administrator to render or
otherwise provide for administrative services in the manner and on the terms and
conditions hereafter set forth; and
WHEREAS, the Administrator desires to be so retained on said terms and
conditions.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and the Administrator agree as follows:
1. Duties of the Administrator.
(a) The Fund hereby retains the Administrator to act as
administrator of the Fund and its Portfolios (each reference herein to the Fund
shall also be understood to refer to the separate Portfolios, as appropriate),
subject to the supervision and direction of the Board of Directors of the Fund,
as hereinafter set forth. The Administrator shall perform or
arrange for the performance of the following administrative and clerical
services: (i) maintain and preserve the books and records, including financial
and corporate records, of the Fund as required by law or otherwise for the
proper operation of the Fund; (ii) prepare and, subject to approval by the Fund,
file registration statements, notices, reports and other documents required by
U.S. Federal, state and other applicable laws and regulations (other than state
"blue sky" laws), including proxy materials and periodic reports to Fund
shareholders, oversee the preparation and filing of registration statements,
notices, reports and other documents required by state "blue sky" laws, and
oversee the monitoring of sales of shares of the Fund for compliance with state
securities laws; (iii) calculate and publish, or arrange for the calculation and
publication of, the net asset value of the Fund's shares; (iv) calculate, or
arrange for the calculation of, dividends and distributions and performance
data, and prepare other financial information regarding the Fund; (v) oversee
and assist in the coordination of, and, as the Board may reasonably request or
deem appropriate, make reports and recommendations to the Board on, the
performance of administrative and professional services rendered to the Fund by
others, including the custodian, registrar, transfer agent and dividend
disbursing agent, shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable; (vi) furnish secretarial services to the Fund, including, without
limitation, preparation of materials necessary in connection with meetings of
the Fund's Board of Directors, including minutes, notices of meetings, agendas
and other Board materials; (vii) provide the Fund with the services of an
adequate number of persons competent to perform the administrative and clerical
functions described herein; (viii) provide the Fund with administrative office
and data processing facilities; (ix) arrange for payment of the Fund's expenses;
(x) provide routine accounting services to the Fund, and consult with the Fund's
officers, independent accountants, legal counsel, custodian, accounting agent
and transfer and dividend disbursing agent in establishing the accounting
policies of the Fund; (xi) prepare such financial information and reports as may
be required by any banks from which the Fund borrows funds; (xii) develop and
implement procedures to monitor the Fund's compliance with regulatory
requirements and with the Fund's
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investment policies and restrictions as set forth in the Fund's currently
effective Prospectus and Statement of Additional Information filed under the
Securities Act of 1933, as amended; (xiii) arrange for the services of persons
who may be appointed as officers of the Fund, including the President, Vice
Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv)
provide such assistance to the Investment Manager, the custodian, other Fund
service providers and the Fund's counsel and auditors as generally may be
required to carry on properly the business and operations of the Fund. The Fund
agrees to cause the Investment Manager to deliver to the Administrator, on a
timely basis, such information as may be necessary or appropriate for the
Administrator's performance of its duties and responsibilities hereunder,
including but not limited to, shareholder reports, records of transactions,
valuations of investments (which may be based on information provided by a
pricing service) and records of expenses borne by the Fund, and the
Administrator shall be entitled to rely on the accuracy and completeness of such
information in performing its duties hereunder. Notwithstanding anything to the
contrary herein contained, the Fund, and not the Administrator, shall be
responsible for and bear the cost of any third party pricing services and any
third party blue sky services.
(b) In providing for any or all of the services indicated in section
1(a) hereof, and in satisfaction of its obligations to provide such services,
the Administrator may enter into agreements with one or more other persons to
provide such services to the Fund, provided that any such agreement shall have
been approved by the Board of Directors of the Fund, and provided further that
the Administrator shall be as fully responsible to the Fund for the acts and
omissions of any such service providers as it would be for its own acts or
omissions hereunder.
2. Expenses of the Administrator. The Administrator assumes the
expenses of and shall pay for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall at its own expense
provide office space, facilities, equipment and the necessary personnel which it
is obligated to provide under section 1 hereof, except that the Fund shall pay
the expenses of legal counsel and accountants as provided in section 4(b) of
this Agreement. In addition, the Administrator shall be responsible for the
payment of
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any persons engaged pursuant to section 1(b) hereof. The Fund shall assume and
pay or cause to be paid all other expenses of the Fund.
3. Compensation of the Administrator. For the services provided to the
Fund and each Portfolio by the Administrator pursuant to this Agreement, each
Portfolio shall pay the Administrator on the first business day of each calendar
month a fee for the previous month at an annual rate equal to .10 of 1% of such
Portfolio's average daily net assets. The value of each Portfolio's net assets
shall be computed at the times and in the manner specified in the Fund's
registration statement on Form N-1A, as amended from time to time (the
"Registration Statement"). Compensation by each Portfolio of the Administrator
shall commence on the date of the first receipt by such Portfolio of the
proceeds of the sale of its shares as described in the Registration Statement,
and the fee for the period from the date such Portfolio shall first receive the
proceeds of the sale of its shares as aforesaid to the end of the month during
which such proceeds are so received, shall be pro-rated according to the
proportion that such period bears to the full monthly period. Upon termination
of this Agreement before the end of a month, the fee for such part of that month
shall be pro-rated according to the proportion that such period bears to the
full monthly period and shall be payable within seven (7) days after the date of
termination of this Agreement.
4. Limitation of Liability of the Administrator; Indemnification.
(a) The Administrator shall not be liable to the Fund or any
Portfolio for any error of judgment or mistake of law or for any loss arising
out of any act or omission by the Administrator in the performance of its duties
hereunder. Nothing herein contained shall be construed to protect the
Administrator against any liability to the Fund, a Portfolio, or shareholders to
which the Administrator shall otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties hereunder.
(b) The Administrator may, at the expense of the Fund, (i) with
respect to questions of law, apply for and obtain the advice and opinion of
counsel to the Fund, and (ii) with respect to the application of generally
accepted accounting principles or Federal tax accounting principles, apply for
and obtain the advice and opinion of the independent
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auditors of the Fund. The Administrator shall be fully protected with respect to
any action taken or omitted by it in good faith in conformity with such advice
or opinion.
(c) The Fund, on behalf of each Portfolio, agrees to indemnify and
hold harmless the Administrator from and against all charges, claims, expenses
(including legal fees) and liabilities reasonably incurred by the Administrator
in connection with the performance of its duties hereunder, except such as may
arise from the Administrator's willful misfeasance, bad faith, gross negligence
in the performance of its duties or reckless disregard of its obligations and
duties hereunder. Subject to requirements of applicable laws, such expenses
shall be paid by the Fund in advance of the final disposition of any matter upon
invoice by the Administrator and receipt by the Fund of an undertaking from the
Administrator to repay such amounts if it shall ultimately be established that
the Administrator is not entitled to payment of such expenses hereunder.
(d) As used in this section 4, the term "Administrator" shall include
any affiliates of the Administrator performing services for the Fund
contemplated hereby and directors, officers, agents and employees of the
Administrator and such affiliates.
5. Activities of the Administrator. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others and services to the Fund in other
capacities.
6. Duration and Termination of this Agreement.
(a) This Agreement shall become effective as of the date first above
written and shall continue in effect with respect to each Portfolio for a period
of two (2) years from the date hereof, and thereafter from year to year so long
as such continuation is specifically approved at least annually by the Board of
Directors of the Fund, including a majority of the directors who are not
"interested persons" of the Fund within the meaning of the 1940 Act and who have
no direct or indirect interest in this Agreement; provided, however, that this
Agreement may be terminated at any time without the payment of any penalty, on
behalf of any or all of the Portfolios, by the Fund, by the Board or, with
respect to any Portfolio, by "vote of a majority of the outstanding voting
securities" (as defined in the 0000 Xxx) of that
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Portfolio, or by the Administrator on not less than 60 days' written notice to
the other party. This Agreement shall automatically terminate in the event of
its "assignment" as defined in the 1940 Act.
(b) The Administrator hereby agrees that the books and records
prepared hereunder with respect to the Fund are the property of the Fund and
further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to the Fund copies of the
books and records maintained hereunder.
7. Amendments of this Agreement. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Directors of the Fund and such amendment is set forth in a written instrument
executed by each of the parties hereto.
8. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New York as at the
time in effect and the applicable provisions of the 1940 Act. To the extent
that the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
9. Counterparts. This Agreement may be executed by the parties hereto
in counterparts and if executed in more than one counterpart the separate
instruments shall constitute one agreement.
10. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed to be received on the earlier of
the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid. Notice shall be addressed: (a)
if to the Administrator, to: President, Waterhouse Asset Management, Inc., 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or (b) if to the Fund, to: President,
Waterhouse Investors Cash Management Fund, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 or at such other address as either party may designate by written
notice to the other. Notice shall also be deemed sufficient if given by telex,
telecopier, telegram or similar means of same day delivery (with a confirming
copy by mail as provided herein).
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11. Separate Portfolios. This Agreement shall be construed to be made
by the Fund as a separate agreement with respect to each Portfolio, and under
no circumstances shall the rights, obligations or remedies with respect to a
particular Portfolio be deemed to constitute a right, obligation or remedy
applicable to any other Portfolio.
12. Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and supersedes any
prior arrangements, agreements or understandings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC.
By:
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Title:
WATERHOUSE ASSET MANAGEMENT, INC.
By:
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Title:
