Exhibit (h)(2)
NORTHSTAR EQUITY TRUST
ADMINISTRATIVE SERVICES AGREEMENT
Agreement made this 1st day of August, 1998 between Northstar Equity Trust
(the "Trust") on behalf of Northstar Mid-Cap Growth Fund (a "Fund"), and
Northstar Administrators Corporation (the "Administrator").
WHEREAS, the Trust is a Massachusetts business trust authorized to issue
shares in series and is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act") and the
Funds are series of the Trust; and
WHEREAS, Northstar Investment Management Corporation (the "Adviser")
serves as investment adviser to the Funds, and the Trust wishes to retain the
Administrator to render administrative and other services to the Funds, and the
Administrator is willing to render such services to the Funds; in consideration
of the premises, promises and mutual covenants herein contained, it is agreed
between the parties as follows:
1. Appointment
The Trust hereby appoints the Administrator to serve as administrator to
the Funds for the periods and on the terms set forth herein. The Administrator
accepts this appointment and agrees to furnish the services set forth herein for
the compensation provided herein.
2. Services as Administrator
A. General Services
Subject to the supervision and direction of the Board of Trustees of
the Trust, the Administrator will (a) assist in supervising all aspects of the
Funds' operations except those performed by the Funds' Adviser under its
investment advisory agreement; (b) furnish such statistical or other factual
information, advice regarding economic factors and trends and advice and
guidelines as to transactions in specific securities (but without generally
furnishing advice or making recommendations regarding the purchase or sale of
securities); (c) maintain or supervise, as the case may be, the maintenance by
the Adviser or third parties approved by the Trust of such books and records of
the Funds as may be required by applicable federal or state law; (d) perform all
corporate secretarial functions on behalf of the Funds; (e) provide the Funds
with office facilities, assemble and provide statistical and research data,
provide data processing, clerical, internal legal, internal executive,
administrative and bookkeeping services, and provide stationary and office
supplies; (f) supervise the performance by third parties of Fund accounting and
portfolio pricing services, internal audits and audits by independent
accountants for the Funds; (g) prepare and arrange for the printing, filing and
distribution of prospectuses, proxy materials, and periodic reports to the
shareholders of the Funds as required by applicable law; (h) prepare or
supervise the preparation by third parties approved by the Trust of all federal,
state, and local tax returns and reports of the Funds required by applicable
law; (i) prepare, update, and arrange the filing of the Funds' registration
statement and amendments thereto and other documents as the Securities and
Exchange Commission (the "Commission") and other federal regulatory authorities
may require by applicable law, and oversee compliance under all state regulatory
requirements to which the Funds are subject; (j) render to the Board of Trustees
of the Trust such periodic and special reports respecting the Funds as the Board
may reasonably request; (k) arrange, assemble information and reports for, and
attend meetings of the Trustees and the shareholders of the Funds; (l) maintain
a fidelity bond as required under the 1940 Act for the Trust and liability
insurance for the Trustees and officers of the Trust; and (m) make available its
officers and
employees to the Board of Trustees and officers of the Trust for consultation
and discussions regarding the administration of the Funds.
B. Shareholder Servicing
Subject to the supervision and direction of the Board of Trustees,
the Administrator will (a) provide customer service to all shareholder accounts,
including responding to all telephone inquiries and written correspondence; and
(b) maintain records of all broker-dealers holding shareholder accounts in the
Funds; and (c) assist broker-dealers in servicing shareholder accounts,
including processing broker wire orders for purchases of shares of the Funds.
C. Performance of Duties
The Administrator, at its discretion, may enter into contracts with
third parties for the performance of the services to be provided by the
Administrator under this Agreement.
The Administrator, in the performance of its duties and obligations
under this Agreement, shall act in conformity wit the Registration Statement, as
amended, of the Funds and with the instructions and directions of the Board of
Trustees of the Trust and will conform to, and comply with, the requirements of
the 1940 Act and all other applicable federal and state laws and regulations. In
performing its shareholder servicing duties listed in subparagraph B herein, the
Administrator shall not engage in any activities that would require it to
register as a transfer agent under the Securities Exchange Act of 1934.
3. Documents
The Trust has delivered to the Administrator copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
(a) Declaration of Trust, as amended, as filed with the
Secretary of the Commonwealth of Massachusetts;
(b) By-laws of the Trust;
(c) Certified resolutions of the Trustees authorizing the
appointment of the Administrator and approving this
Agreement on behalf of the Trust and each Fund;
(d) Registration Statement on Form N-1A under the 1940 Act
and the Securities Act of 1933, as amended from time to
time (the "Registration Statement"), as filed with the
Commission, relating to the Trust and shares of
beneficial interest of each Fund and all amendments
thereto;
(e) Notification of Registration of the Trust under the 1940
Act on Form N-8A as filed with the Commission and all
amendments thereto;
(f) Prospectus and Statement of Additional Information
included in the Registration Statement, as amended from
time to time. All references to this Agreement, the
Prospectus and Statement of Additional Information shall
be to such documents as most recently amended or
supplemented and in effect.
4. Directors, Officers and Employees
The Administrator shall authorize and permit any of its directors,
officers and employees who may be elected as trustees or officers of the Trust
and/or the Funds to serve in the capacities in which they are elected. All
services to be furnished by the Administrator under this Agreement may be
furnished through such directors, officers or employees of the Administrator.
5. Records
The Administrator agrees that all records which it maintains for the
Trust and/or the Funds are property of the Trust and/or the Funds. The
Administrator will surrender promptly to the Trust and/or the Funds any such
records upon either the Trust's or the Fund's request. The Administrator further
agrees to preserve such records for the periods prescribed in Rule 31a-2 of the
Commission under the 1940 Act.
6. Compensation
In consideration of the services rendered pursuant to Section 2.A.
of this Agreement, the Funds will pay the Administrator a fee, computed and
accrued daily and payable monthly, at an annual rate of 0.10% of each Fund's
average daily net assets. For the purpose of determining fees payable to the
Administrator, the value of a Fund's average daily net assets shall be computed
at the times and in the manner specified in the Prospectus and Statement of
Additional Information of the Fund as from time to time in effect.
In consideration of the services rendered pursuant to Section 2.B.
of this Agreement, the Administrator shall receive a fee of $5.00 per year per
account of each beneficial holder of shares in a Fund, which shall be payable no
later than January 31 of the following year.
7. Expenses
The Administrator will bear all expenses in connection with the
performance of its services under this Agreement, except that the Administrator
will be reimbursed by the Funds for the out-of-pocket costs incurred in
connection with this Agreement or by third parties who are performing services
as permitted by paragraph 2. The Funds will bear certain other expenses to be
incurred in their operation, including: taxes, interest, brokerage fees and
commissions, if any; charges of custodians and transfer and dividend disbursing
agents; certain insurance premiums; outside auditing and legal expenses; cost of
maintenance of the Funds' existence; cost attributable to investor services,
including without limitation, telephone and personnel expenses; charges of
accounting, internal auditing, and pricing of portfolio securities for the
Funds, including the charges of an independent pricing service; costs of
preparing and printing prospectuses and statement of additional information for
regulatory purposes and for distribution to existing shareholders; costs of
shareholders' reports and meeting of the shareholders of the Funds and of the
officers or the Board of Trustees of the Trust; and any extraordinary expenses.
8. Standard of Care
The Administrator shall exercise its best judgment in rendering the
services under this Agreement. The Administrator shall not be liable for any
error or judgment or mistake of law or for any loss suffered by the Funds or the
Funds' shareholders in connection with the matter to which this Agreement
relates, provided that nothing herein shall be deemed to protect or purport to
protect the Administrator against liability to the Funds or to their
shareholders to which the Administrator would otherwise be subject by reason of
willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or by reason of the Administrator's reckless disregard of its obligations
and duties under this Agreement. As used in this Section 8, the term
"Administrator" shall include any officers, directors, employees, or other
affiliates of the Administrator performing services with respect to the Funds.
9. Duration and Termination
This Agreement shall continue in effect unless sooner terminated as
provided herein, for two years from the date hereof and shall continue from year
to year thereafter, provided each continuance is specifically approved at least
annually by a majority of the Board of Trustees of the Trust, including a
majority of the Board of Trustees who are not "interested persons" (as defined
in the 0000 Xxx) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting such approval. This Agreement is
terminable, without penalty, on 60 days' written notice by the Board of Trustees
of the Trust or by vote of holders of a majority of the Funds' shares, or upon
90 days' written notice by the Administrator.
10. Service to Other Companies or Accounts
The administrative services of the Administrator to the Funds under
this Agreement are not to be deemed exclusive, and the Administrator, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objective and
policies are similar to those of the Funds) and to engage in other activities,
so long as its services hereunder are not impaired thereby.
11. Assignment
This Agreement may be assigned by either party only upon the prior
written consent of the other party.
12. Miscellaneous
(a) This Agreement constitutes the full and complete agreement of
the parties hereto with respect to the subject matter hereof.
(b) Titles or captions of Sections contained in this Agreement are
inserted only as a matter of convenience and for reference, and in no way
defined, limit extend or describe the scope of this Agreement or the intent of
any provisions thereof.
(c) This Agreement may be executed in several counterparts, all of
which together shall for all purposes constitute one Agreement, binding on all
parties.
(d) This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and interpreted, construed and enforced in
accordance with the laws of the State of Connecticut.
(e) If any provisions of this Agreement or the application thereof
to any party or circumstances shall be determined by any court of competent
jurisdiction to be valid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than those as to which it is so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Administrator by the
Trust shall be in writing and shall duly given if mailed or delivered to the
Administrator at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000, or at such other
address or to such individual as shall be specified by the Administrator to the
Trust.
(g) The Administrator, the Trust and the Funds each agree that the
name "Northstar" is proprietary to, and a property right of, the Administrator.
The Trust and the Funds agree and consent that (i) each will only use the name
"Northstar" as part of its name and for no other purpose, (ii) each will not
purport to grant any third party the right to use the name "Northstar" and (iii)
upon the termination of this Agreement, the Trust and the Funds shall, upon the
request of the Administrator, cease to use the name "Northstar," and shall use
its best efforts to cause its officers, trustees and shareholders to take any
and all actions which the Administrator may request to effect the foregoing.
(h) The Declaration of Trust, establishing the Trust, dated June 12,
1998, a copy of which, together with all amendments thereto (the "Declaration"),
is on file in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Northstar Trust" refers to the Trustees under the
Declaration collectively as trustees, but not individually or personally; and no
Trustee, shareholder, officer, employee or agent of the Trust and/or the Funds
may be held to any personal liability, nor may resort be had to their private
property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of the Trust, but the Trust property only shall be
liable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year set forth
above.
NORTHSTAR EQUITY TRUST
By: ________________________________________
President
NORTHSTAR ADMINISTRATORS
CORPORATION
By: ________________________________________
Secretary
