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EX-99.B9-ADMINIS
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT, made this 1st day of June, 1994, by and between Xxxxxxx
National Capital Management Funds, a business trust organized under the laws of
the Commonwealth of Massachusetts (the "Fund"), which is authorized to issue
shares of beneficial interest in separate series, with each such series
representing interests in a separate portfolio of securities and other assets
(any such series being referred to as a "Portfolio"), and Xxxxxxx National
Financial Services, Inc., a Delaware corporation ("JNFSI").
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints JNFSI to provide information and
administrative services for the benefit of the Fund and its shareholders. In
carrying out its duties and responsibilities, JNFSI shall provide such office
space and equipment, telephone facilities and personnel as is necessary or
beneficial for providing information and services to shareholders of the Fund.
Such services and assistance may include, but are not limited to, maintaining
shareholder accounts and records, answering routine inquiries regarding the
Fund and its features, assisting shareholders with shareholder transactions,
processing purchase and redemption transactions, assisting shareholders in
changing dividend and investment options, account designations and addresses,
and such other services as the Fund may reasonably request. In this regard,
JNFSI shall enter into related agreements with other broker-dealers or other
financial service firms, such as banks, (the "Firms") that provide such
services and facilities for their customers who are shareholders of the Fund
("Customers").
JNFSI accepts such appointment and agrees during such period to render
such services and to assume the obligations herein set forth for the
compensation herein provided. JNFSI shall for all purposes herein provided be
deemed to be an independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent the Fund in any
way or otherwise be deemed an agent of the Fund. JNFSI, by separate agreement
with the Fund, may also serve the Fund in other capacities. In carrying out its
duties and responsibilities hereunder, JNFSI will appoint various Firms to
provide administrative and other services described herein directly to or for
the benefit of their Customers. Such Firms shall at all times be deemed to be
independent contractors retained by JNFSI and not the Fund. JNFSI and not the
Fund will be responsible for the payment of compensation to such Firms for such
services.
2. For the services and facilities described in Section 1, the Fund will
pay to JNFSI at the end of each calendar month an administrative service fee
based on the percentage per annum on Schedule A hereto applied to the average
daily net assets of the applicable Portfolio. For the month and year in which
this Agreement becomes effective or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement is in effect
during such month and year, respectively. The services of JNFSI to the Fund
under this Agreement are not to be deemed exclusive, and JNFSI shall be free to
render similar services or other services to others. The net asset value for
each share of each Portfolio of the Fund shall be calculated in accordance with
the provisions of the Fund's current prospectus.
3. The Fund shall assume and pay all charges and expenses of its operations not
specifically assumed or otherwise to be provided by JNFSI under this Agreement.
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4. The Agreement may be terminated at any time without the payment of any
penalty by the Fund or by JNFSI on sixty (60) days written notice to the other
party. Termination of this Agreement shall not affect the right of JNFSI to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination. All material amendments to this
Agreement, including any increase in fees, must be approved by vote of the
Board of Trustees of the Fund. This Agreement may not be assigned without the
consent of the Fund.
5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered and mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
7. This Agreement has been executed by and on behalf of the Fund by its
representatives as such representatives and not individually, and the
obligations of the Fund hereunder are not binding upon any of the directors,
officers or shareholders of the Fund individually but are binding upon only the
assets and property of the Fund.
8. All parties hereto are expressly put on notice of the Fund's Agreement
and Declaration of Trust and all amendments thereto, all of which are on file
with the Secretary of The Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations of the Fund hereunder
are not binding upon any of the trustees, officers or shareholders of the Fund
individually but are binding upon only the assets and property of each
respective Portfolio.
9. This Agreement shall be construed in accordance with applicable federal
law and the laws of the State of Michigan (except as to Section 8 hereof, which
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts).
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IN WITNESS WHEREOF, the Fund and JNFSI have caused this Agreement to be
executed as of the day and year first above written.
XXXXXXX NATIONAL XXXXXXX NATIONAL
CAPITAL MANAGEMENT FUNDS FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
Title: President Title: Chief Operating Officer
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SCHEDULE A
Portfolio Administrative Services Fee
Xxxxxxx National Money Market Fund 0.00%
Xxxxxxx National Tax-Exempt Fund 0.25%
Xxxxxxx National Income Fund 0.25%
Xxxxxxx National Growth Fund 0.25%
Xxxxxxx National Total Return Fund 0.25%
Dated: June 1, 1994
XXXXXXX NATIONAL XXXXXXX NATIONAL
CAPITAL MANAGEMENT FUNDS FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
Title: President Title: Chief Operating Officer
