ADMINISTRATIVE SERVICE AGREEMENT
AGREEMENT made as of the 19th of April, 1994, by and between MIMLIC
Value Fund, Inc., a Minnesota corporation, having its principal office and place
of business at 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx, Xxxxxxxxx, 00000, (the
"Fund"), and The Minnesota Mutual Life Insurance Company, a Minnesota
corporation having its principal office and place of business at 000 Xxxxxx
Xxxxxx Xxxxx, Xx. Xxxx, Xxxxxxxxx, 00000, ("Minnesota Mutual").
WHEREAS, the Fund desires to engage Minnesota Mutual to provide to the
Fund accounting, audit, legal and other administrative services, and Minnesota
Mutual desires to provide such services;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF MINNESOTA MUTUAL
1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints Minnesota Mutual, and Minnesota Mutual
hereby agrees to provide certain accounting, auditing, legal and other
administrative services to the Fund.
1.02 Minnesota Mutual agrees that it will perform such services as are
required by the Fund, including, without limitation, the following:
(a) register or qualify, and maintain the registrations or
qualifications, of the Fund and its Shares under state or other securities laws.
(b) calculate the Fund's net asset value per Share at such times and
in such manner as specified in the Fund's current prospectus and statement of
additional information and at such other times as the parties hereto may from
time to time agree upon;
(c) upon the Fund's distribution of dividends and capital gains,
calculate the amount of such dividends and capital gains to be received per
Share and calculate the number of additional Shares to be received by each
Shareholder, other than any shareholder who has elected to receive such
dividends and capital gains in cash;
(d) prepare and maintain all accounting records required by the Fund,
including a general ledger;
(e) prepare the Fund's annual and semi-annual financial statements;
(f) prepare and file the Fund's income, excise and other tax returns;
(g) provide audit assistance in conjunction with the Fund's
independent auditors;
(h) provide such legal services as the parties hereto may from time
to time agree upon, including without limitation preparation and filing with the
Securities and Exchange Commission of the annual or more frequent post-effective
amendments to the Fund's registration statement and the Fund's proxy materials;
and
(i) provide such other administrative services as the parties hereto
may from time to time agree upon.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and Minnesota Mutual.
Article 2 COMPENSATION FOR SERVICES
2.01 In payment for the administrative services to be performed by
Minnesota Mutual hereunder, the Fund shall pay to Minnesota Mutual a fee in
accordance with Schedule A hereto.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
will reimburse Minnesota Mutual for out-of-pocket expenses or advances incurred
by Minnesota Mutual in connection with Minnesota Mutual's performance of
services hereunder.
Article 3 REPRESENTATIONS AND WARRANTIES OF MINNESOTA MUTUAL
Minnesota Mutual represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Minnesota.
3.02 It is duly qualified to carry on its business in the State of
Minnesota.
3.03 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to Minnesota Mutual that:
4.01 It is a corporation duly organized and existing and in good
standing under the laws of Minnesota.
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4.02 It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation and Bylaws have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate state securities
law filings have been made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
Article 5 INDEMNIFICATION
5.01 Minnesota Mutual shall not be responsible for, and the Fund shall
indemnify and hold Minnesota Mutual harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of Minnesota Mutual or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by Minnesota Mutual or its agents or
subcontractors of information, records and documents which (i) are received by
Minnesota Mutual or its agents or subcontractors and furnished to it by or on
behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or
any other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by Minnesota Mutual or its
agents or subcontractors of any instructions or requests of the Fund.
5.02 Minnesota Mutual shall indemnify and hold the Fund harmless from
and against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by Minnesota Mutual as a result of Minnesota Mutual's lack of
good faith, negligence or willful misconduct.
5.03 At any time Minnesota Mutual may apply to any officer of the Fund
for instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by Minnesota Mutual
under this Agreement, and Minnesota Mutual and its agents or subcontractors
shall not be liable and shall be indemnified by the Fund
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for any action taken or omitted by it in reliance upon such instructions or in
good faith reliance upon the opinion of such counsel. Minnesota Mutual, its
agents and subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Fund, reasonably believed to
be genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided Minnesota Mutual
or its agents or subcontractors by machine readable input, telex, CRT data entry
or other similar means authorized by the Fund, and shall not be held to have
notice of any change of authority of any person, until receipt of written notice
thereof from the Fund. Minnesota Mutual, its agents and subcontractors shall
also be protected and indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile signatures of the
officers of the Fund, and the proper countersignature of any current or former
transfer agent or registrar, or of a co-transfer agent or co-registrar.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
Article 6 COVENANTS OF THE FUND AND MINNESOTA MUTUAL
6.01 Minnesota Mutual shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, Minnesota Mutual agrees that all such records prepared
or maintained by Minnesota Mutual relating to the services to be performed by
Minnesota Mutual hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and Rules, and
will be surrendered promptly to the Fund on and in accordance with its request.
6.02 Minnesota Mutual and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanges or received pursuant to
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the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be
required by law.
6.03 In the case of any requests or demands for the inspection of the
Shareholder records of the Fund, Minnesota Mutual will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund as to
such inspection. Minnesota Mutual reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
Article 7 EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
7.01 The effective date of this Agreement is set forth in the first
paragraph of this Agreement. Unless sooner terminated as hereinafter provided,
this Agreement shall continue in effect until the next annual meeting of the
Fund's shareholders and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the Board of Directors
of the Fund, including the specific approval of a majority of the directors who
are not interested persons of the Fund, MIMLIC Asset Management Company ("MIMLIC
Asset"), investment adviser to the Fund, or MIMLIC Sales Corporation ("MIMLIC
Sales"), the underwriter of the Fund's Shares, cast in person at a meeting
called for the purpose of voting on such approval.
7.02 This Agreement may be terminated at any time without the payment
of any penalty by the vote of the Board of Directors of the Fund, or by
Minnesota Mutual, upon 60 days' written notice to the other party.
Article 8 ASSIGNMENT
8.01 This Agreement shall automatically terminate in the event of its
assignment as such term is defined by the Investment Company Act of 1940, as
amended.
Article 9 AMENDMENT
9.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors of the Fund, including a majority of the directors who are not
interested persons of the Fund, MIMLIC Asset or MIMLIC Sales, cast in person at
a meeting called for the purpose of voting on such approval.
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Article 10 MINNESOTA LAW TO APPLY
10.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Minnesota.
Article 11 MERGER OF AGREEMENT
11.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
Article 12 NOTICES
12.01 Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
MIMLIC VALUE FUND, INC.
By /s/ Xxxx X. Xxxxxxx, President
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Attest /s/ Xxxx Xxxxxxx, Assistant Secretary
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THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By /s/ Xxxxxx X. Xxxxxxx, Second Vice President
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Attest /s/ Xxxxxx X. Xxxxxxxxx, Second Vice President
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MIMLIC VALUE FUND, INC.
SCHEDULE A
(As amended January 18, 1995 and
effective February 1, 1995)
Minnesota Mutual shall receive, as compensation for its services
pursuant to this Agreement, a monthly fee determined in accordance with the
following table:
Monthly Administrative
Services Fee
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$3,100
Said monthly fees shall be paid to Minnesota Mutual not later than
five days following the end of each calendar quarter in which said services were
rendered.
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