Exhibit 9(e)
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 11th day of June, 1997 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 SECURITIES, 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 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 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 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 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 any persons engaged pursuant to section l(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-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 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 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 until December 12, 1997, 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 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 Securities, Inc., 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or (b) if to the Fund, to: President,
Waterhouse 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 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: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
WATERHOUSE SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Title: Senior Vice President
