ADMINISTRATION AGREEMENT
AGREEMENT made as of the 26th day of February, 1998 by and between NATIONAL
INVESTORS CASH MANAGEMENT FUND, INC., a Maryland corporation (the "Company"), on
its own behalf and on behalf of its Xxxxxxx Cabot Money Market Portfolio,
Xxxxxxx Cabot U.S. Government Portfolio and Xxxxxxx Cabot Municipal Portfolio
(each, a "Portfolio"), and WATERHOUSE SECURITIES, INC., a Delaware corporation
(the "Administrator").
WITNESSETH:
WHEREAS, the Company 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 Company 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 Company and the Administrator agree as follows:
1. Duties of the Administrator.
(a) The Company hereby retains the Administrator to act as administrator of
the Company and its Portfolios (each reference herein to the Company 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 Company, 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 Company as required by law or otherwise for the proper operation of the
Company; (ii) prepare and, subject to approval by the Company, file registration
statements, notices, reports and other
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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 Company 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 Company
for compliance with state securities laws; (iii) calculate and publish, or
arrange for the calculation and publication of, the net asset value of the
Company's shares; (iv) calculate, or arrange for the calculation of, dividends
and distributions and performance data, and prepare other financial information
regarding the Company; (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 Company 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 Company, including, without limitation, preparation of materials
necessary in connection with meetings of the Company's Board of Directors,
including minutes, notices of meetings, agendas and other Board materials; (vii)
provide the Company with the services of an adequate number of persons competent
to perform the administrative and clerical functions described herein; (viii)
provide the Company with administrative office and data processing facilities;
(ix) arrange for payment of the Company's expenses; (x) provide routine
accounting services to the Company, and consult with the Company's officers,
independent accountants, legal counsel, custodian, accounting agent and transfer
and dividend disbursing agent in establishing the accounting policies of the
Company; (xi) prepare such financial information and reports as may be required
by any banks from which the Company borrows funds; (xii) develop and implement
procedures to monitor the Company's compliance with regulatory requirements and
with the Company's investment policies and restrictions as set forth in the
Company'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 Company, 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 Company
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service providers and the Company's counsel and auditors as generally may
be required to carry on properly the business and operations of the Company. The
Company 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 Company, 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 Company, and not the Administrator, shall be
responsible for and bear the cost of any third party pricing services or any
third party blue sky services.
(b) In providing for any or all of the services indicated in section l(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 Company, provided that any such agreement shall
have been approved by the Board of Directors of the Company, and provided
further that the Administrator shall be as fully responsible to the Company 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 Company 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 any persons engaged pursuant to section l(b) hereof. The Company shall assume
and pay or cause to be paid all other expenses of the Company.
3. Compensation of the Administrator. For the services provided to the
Company 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
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Portfolio's net assets shall be computed at the times and in the manner
specified in the Company's registration statement on Form N-lA, 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 Company 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 Company, 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 Company, (i) with respect
to questions of law, apply for and obtain the advice and opinion of counsel to
the Company, 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 auditors of the Company. 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 Company, 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
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and duties hereunder. Subject to requirements of applicable laws, such
expenses shall be paid by the Company in advance of the final disposition of any
matter upon invoice by the Administrator and receipt by the Company 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 Company 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 Company 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 an
initial two-year term, and thereafter from year to year so long as such
continuation is specifically approved at least annually by the Board of
Directors of the Company, including a majority of the directors who are not
interested persons of the Company 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 Company, 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 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 Company are the property of the Company and
further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to the Company 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
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Company 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 Securities, Inc.,
000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or
(b) if to the Company, to: President, National Investors Cash Management
Fund, Inc., 00 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000.
11. Separate Portfolios. This Agreement shall be construed to be made by
the Company 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.
NATIONAL INVESTORS CASH MANAGEMENT
FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Title: President
WATERHOUSE SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Title: Senior Vice President
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