ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the ___th day of
___________, 199__, between CYPRESSTREE SENIOR FLOATING RATE FUND, INC., a
Maryland corporation (the "Fund"), and CYPRESSTREE ASSET MANAGEMENT CORPORATION,
INC., a Delaware corporation ("CAM").
WHEREAS, the Fund is registered with the Securities and
Exchange Commission as a closed-end management investment company under the
Investment Company Act of 1940, as amended ("1940 Act").
WHEREAS, the Fund desires to retain CAM as administrator to
furnish certain administrative services to the Fund, and CAM is willing to
furnish these services;
NOW THEREFORE, the parties agree as follows:
1. APPOINTMENT
The Fund appoints CAM as administrator of the Fund for the
period and on the terms set forth in this Administration Agreement. CAM accepts
this appointment and agrees to render the services set forth in this
Administration Agreement, for the compensation provided in this Administration
Agreement.
2. DUTIES AS ADMINISTRATOR
CAM will perform the following administrative duties,
subject to the supervision of the Fund's Board of Directors ("Board").
a. CAM will authorize expenditures and approve bills for payment on
behalf of the Fund.
b. CAM will provide assistance in connection with meetings of the
Directors and shareholders of the Fund.
c. CAM will provide administrative services in connection with the
Fund's repurchase offers, including arrangement for preparation and
dissemination of notification to shareholders of upcoming repurchase
offers, and the Fund's complying with the procedural and other
requirements of Securities and Exchange Commission Rule 23c-3.
d. CAM will prepare all annual, semi-annual and other reports required
to be sent to Fund shareholders, and arrange for the printing and
dissemination of such reports to shareholders.
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e. CAM will prepare and arrange for the filing of all reports, forms,
registration statements, and documents required to be filed by the
Fund with the Securities and Exchange Commission ("SEC").
f. CAM will review the provision of services by the Fund's independent
accountants, including but not limited to the preparation by such
accountants of audited financial statements of the Fund and the
Fund's federal, state and local tax returns, and make such reports
and recommendations to the Directors of the Fund concerning the
performance of the independent accountants as the Directors deem
appropriate.
g. CAM will arrange for the filing with the appropriate authorities of
all required federal, state and local tax returns.
h. CAM will arrange for the dissemination to shareholders of the Fund's
proxy materials.
i. CAM will review and supervise the valuation of such portfolio
investments and other assets of the Fund as may be designated by the
Board (subject to any guidelines, directions and instructions of the
Board) and review and supervise the calculation of net asset value of
the Fund's shares by the fund accounting agent.
j. CAM will arrange for the preparation of all advertisements and
promotional material relating to the continuous offering of the
Fund's shares, and all communications by the Fund to its
shareholders.
k. CAM will arrange for the preparation and filing of all reports, forms
and documents required to be filed by the Fund with state securities
administrators or Blue Sky authorities, or other appropriate state or
federal regulatory authorities.
l. CAM will monitor the Fund's compliance with (1) the 1940 Act and
other federal securities laws and the regulations under any federal
securities laws; (2) state and foreign laws and regulations
applicable to the operation of investment companies; (3) the Fund's
investment objectives, policies and restrictions, and (4) the Code of
Ethics and other policies adopted by the Fund's Board of Directors or
by the Fund's investment adviser or subadviser and applicable to the
Fund.
m. CAM will perform calculations in connection with distribution of
income and capital gains by the Fund, prepare and arrange for
printing of notices to shareholders regarding such distributions, and
provide the Fund's transfer and dividend disbursing agent and
custodian with such information as is required for
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such parties to effect the payment of distributions and to implement
the Fund's dividend reinvestment plan.
n. CAM will negotiate terms and conditions for provision of services
from, maintain liaison with and oversee the various agents and other
persons employed by the Fund (including the Fund's transfer agent,
custodian, fund accounting agent, independent accountants and legal
counsel) and assist in the coordination of their activities on behalf
of the Fund. Fees and expenses of such agents and other persons will
be paid by the Fund.
o. CAM will provide customer support services to wholesalers,
broker-dealers, representatives, and shareholders.
p. CAM will establish the accounting policies of the Fund, assist in the
reconciliation of accounting issues that may arise with respect to
the Fund's operations, and consult with the Fund's independent
accountants, legal counsel, and other agents in connection therewith.
q. CAM will not be responsible for providing investment advisory
services to the Fund under this Agreement.
3. FURTHER DUTIES
In all matters relating to the performance of this
Administration Agreement, CAM will act in conformity with the Articles of
Incorporation, By-Laws and Registration Statement of the Fund and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the rules under the 1940 Act, and all other applicable federal
and state laws and regulations.
4. DELEGATION OF CAM'S DUTIES AS ADMINISTRATOR
With respect to the Fund, CAM may enter into one or more
agreements ("Sub-Administration Agreement") with a sub-administrator in which
CAM delegates to a sub-administrator the performance of any or all of the
services specified in Paragraphs 2 and 3 of this Administration Agreement,
provided that (i) each Sub-Administration Agreement imposes on the
sub-administrator all the duties and conditions to which CAM is subject with
respect to the delegated services under Paragraphs 2 and 3 of this
Administration Agreement; (ii) each Sub-Administration Agreement meets all
requirements of the 1940 Act and rules under the 1940 Act; and (iii) CAM will
not enter into a Sub-Administration Agreement unless it is approved by the
Directors of the Fund before implementation.
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5. SERVICES NOT EXCLUSIVE
The services furnished by CAM under this Administration
Agreement are not to be deemed exclusive and CAM is free to furnish similar
services to others so long as its services under this Administration Agreement
are not impaired. Nothing in this Administration Agreement shall limit or
restrict the right of any director, officer or employee of CAM, who may also be
a Director, officer or employee of the Fund, to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature.
6. EXPENSES
a. During the term of this Administration Agreement, the Fund will bear
all expenses incurred in its operations which are not specifically
assumed by CAM.
b. Expenses borne by the Fund will include but not be limited to the
following: (i) the cost (including brokerage commissions, if any) of
securities purchased or sold by the Fund and any losses incurred in
connection with securities transactions; (ii) fees payable to and
expenses incurred on behalf of the Fund by CAM under this
Administration Agreement; (iii) expenses of organizing the Fund and
continuing its existence; (iv) filing fees and expenses relating to
the registration and qualification of the Fund's shares under federal
and/or state securities laws and registration of the Fund under the
Investment Company Act and maintaining such registrations and
qualifications; (v) fees and salaries payable to the Fund's Directors
who are not parties to this Administration Agreement or interested
persons of any party ("Independent Directors"); (vi) all expenses
incurred in connection with the Independent Directors' services,
including travel expenses; (vii) taxes (including any income or
franchise taxes) and governmental fees; (viii) costs of any
liability, uncollectible items of deposit and other insurance and
fidelity bonds; (ix) any costs, expenses or losses arising out of a
liability of or claim for damages or other relief asserted against
the Fund for violation of any law; (x) legal, accounting and auditing
expenses, including legal fees of special counsel for the Independent
Directors; (xi) charges of custodians, transfer agents, pricing
agents and other agents; (xii) costs of preparing share certificates;
(xiii) expenses of setting in type, printing, distributing, and
mailing prospectuses and supplements to prospectuses, statements of
additional information, reports, proxy materials and notifications of
repurchase offers to existing shareholders; (xiv) any extraordinary
expenses (including fees and disbursements of counsel, costs of
actions, suits or proceedings to which the Fund is a party and the
expenses the Fund may incur as a result of its legal obligation to
provide indemnification to its officers, Directors, employees and
agents) incurred by the Fund; (xv) fees, voluntary assessments and
other expenses incurred in connection with membership in investment
company organizations; (xvi) costs of mailing and tabulating proxies
and costs of meetings of shareholders, the Board and any committees
of the Board; (xvii) the cost of investment company literature and
other publications provided by the Fund to its Directors and
officers; and (xviii) costs of mailing, stationery and communications
equipment; (xix) expenses of issue, sale, repurchase and redemption
(if any) of shares of the Fund, including all expenses of repurchase
offers; (xx) expenses of reports to governmental offices and
commissions; and (xxi) expenses of pricing and valuation services
employed by the Fund.
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c. The payment or assumption by CAM of any expense of the Fund that CAM
is not required by this Administration Agreement to pay or assume
will not obligate CAM to pay or assume the same or any similar
expense of the Fund on any subsequent occasion.
7. COMPENSATION
a. For the services provided under this Administration Agreement, the
Fund will pay to CAM a fee, computed daily and paid monthly, on or
before the last business day of the month, at the annualized rate of
0.40% of the Fund's average daily net assets. In calculating the net
assets of the Fund for purposes of this computation, all liabilities
of the Fund shall be deducted from gross assets except the principal
amount of any indebtedness for money borrowed including debt
securities issued by the Fund.
b. If this Administration Agreement becomes effective or terminates
before the end of any month, the fee for the period from the
effective date to the end of the month or from the beginning of the
month to the date of termination, as the case may be, will be
prorated according to the proportion which that period bears to the
full month in which effectiveness or termination occurs.
c. From time to time, CAM may waive all or a portion of its fees
provided for under this Administration Agreement.
d. On the investment of substantially all of the Fund's assets in
another investment company with substantially the same investment
objective, policies, and restrictions as the Fund, the Fund will pay
to CAM a fee, computed daily and paid monthly, on or before the last
business day of the month, at the annualized rate of 0.40% the
average daily net assets of such other investment company that
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throughout the month is attributable to the Fund's interest in the
other investment company. In calculating the net assets of the other
investment company for purposes of this computation, all liabilities
of the other investment company will be deducted from gross assets
except the principal amount of any indebtedness for money borrowed
including debt securities issued by the other investment company.
8. LIMITATION OF LIABILITY OF CAM AND INDEMNIFICATION
Neither CAM nor any of its officers, directors, or
employees, nor any person performing executive, administrative, or other
functions for the Fund (at the direction or request of the CAM) or CAM in
connection with CAM's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any error of
judgment or mistake of law or any loss suffered by the Fund in connection with
the matters to which this Administration Agreement relates except, for loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of its or his or her duties on behalf of the Fund or from reckless
disregard by CAM or any such person of the duties of CAM under this
Administration Agreement.
9. DURATION AND TERMINATION
a. This Administration Agreement will become effective on the date first
written above, provided that this Administration Agreement will not
take effect with respect to the Fund unless it has first been
approved (i) by a vote of a majority of the Independent Directors,
and (ii) by vote of a majority of the Fund's outstanding voting
securities.
b. Unless sooner terminated as provided in this Administration
Agreement, this Administration Agreement will continue in effect for
two years from the date of execution, and from year to year
thereafter, but only so long as such continuance is specifically
approved at least annually (i) by a vote of a majority of the
Independent Directors, and (ii) by the Board or by vote of a majority
of the outstanding voting securities of the Fund.
c. Notwithstanding the foregoing, with respect to the Fund this
Administration Agreement may be terminated at any time, without the
payment of any penalty, by the Directors of the Fund or by a vote of
a majority of the outstanding voting securities of the Fund on sixty
days' written notice to CAM, or by CAM at any time, without the
payment of any penalty, on sixty days' written notice to the Fund.
This Administration Agreement will automatically terminate in the
event of its assignment.
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10. AMENDMENT
This Agreement may be amended by an instrument in writing
signed by both parties provided that no amendment to this Agreement shall be
effective until approved by the vote of a majority of those Directors of the
Fund who are not interested persons of CAM or the Fund.
11. GOVERNING LAW
This Administration Agreement will be construed in
accordance with the laws of the Commonwealth of Massachusetts and the 1940 Act.
To the extent that the applicable laws of the Commonwealth of Massachusetts
conflict with the applicable provisions of the 1940 Act, the latter will
control.
12. MISCELLANEOUS
a. The captions in this Administration Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions of this Administration Agreement or otherwise affect
their construction or effect.
b. If any provision of this Administration Agreement is held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of this Administration Agreement will not be affected.
c. This Administration Agreement will be binding upon and will inure to
the benefit of the parties to this Administration Agreement and their
respective successors.
d. As used in this Administration Agreement, the terms "majority of the
outstanding voting securities," "interested person," "assignment,"
"broker," "dealer," "investment adviser," "prospectus," "sale,"
"sell" and "security" have the same meaning as given those terms in
the 1940 Act, subject to any exemption granted by the Commission by
any rule, regulation or order.
e. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Administration Agreement is made less restrictive
by a rule, regulation or order of the Commission, whether of special
or general application, that provision will be deemed to incorporate
the effect of the rule, regulation or order.
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IN WITNESS WHEREOF, the parties to this Administration
Agreement have caused this instrument to be executed by their officers
designated as of the day and year first above written.
CYPRESSTREE SENIOR FLOATING
RATE FUND, INC.
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By: Xxxxxxxx X. Xxxxxxxxx
President
CYPRESSTREE ASSET
MANAGEMENT CORPORATION, INC.
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By: Xxxxxx X. Xxxxxx, Xx.
Vice President
