ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT, is made this 29th date of January, 2001 by
and between CAPSTONE ASSET MANAGEMENT COMPANY (the "Administrator"), a Delaware
corporation having its principal place of business in Houston, Texas and
Capstone Christian Values Fund, Inc. (the "Fund") on behalf of The Christian
Stewardship Funds (Bond Index Fund, Large Cap Equity Index Fund, Small Cap
Equity Index Fund and International Index Fund)(the "Series"), a Maryland
corporation having it's principal place of business in Houston, Texas.
W I T N E S S E T H
WHEREAS, the Fund intends to engage in business as a diversified open-end
management investment company and register as such under the Investment Company
Act of 1940 (the "Act"); and
WHEREAS, the Administrator is engaged in the business of rendering
administrative and supervisory services to investment companies; and
WHEREAS, the Fund desires to retain the Administrator to render supervisory and
administrative services to the Fund in connection with the separate Series of
the Fund (each a "Fund"), in the manner and on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the terms and provisions
hereinafter set forth, the parties hereto agree as follows:
1. Employment of the Administrator. The Fund hereby employs the
Administrator to perform the duties set forth in Paragraph 2
hereof for the period and on the terms hereinafter set forth. The
Administrator hereby accepts such employment and agrees during
such period to render the services herein set forth for the
compensation herein provided. The Administrator shall for all
purposes herein be deemed to be an independent contractor and,
except as expressly provided or authorized (whether herein or
otherwise), shall have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
2. Duties of the Administrator. The Administrator, subject to the
direction of the Board of Directors and officers of the Fund,
undertakes to provide the following services and to assume the
following obligations:
(a) Administrative Services. The Administrator shall conduct and
manage the day-to-day operations of the Funds, including (i)
the coordination of all matters relating to the functions of
the investment Adviser, custodian, transfer agent, other
shareholder service agents, accountants, attorneys and other
parties performing services or operational functions for the
Funds, (ii) providing the Funds, at the Administrator's
expense, with services of persons competent to perform such
administrative and clerical functions as are necessary in
order to provide effective administration of the Fund,
including duties in connection with shareholder relations,
reports, redemption requests and account adjustments and the
maintenance of certain books and records of the Fund, (iii)
the preparation of registration statements, prospectuses,
reports, proxy solicitation materials and amendments thereto
and the furnishing of legal services to the Funds except for
services provided by outside counsel to be selected by the
Board of Directors, and (iv) providing the Funds, at the
Administrator's expense, with adequate office space and
related services necessary for its operations as
contemplated in this Agreement.
(b) Other Obligations and Services. The Administrator shall make
its officers and employees available to the Board of
Directors and officers of the Fund for consultation and
discussions regarding the administrative management of the
Fund.
3. Expenses of the Fund.
(a) The Administrator. The Administrator assumes and shall pay
for maintaining the staff and personnel and shall at its own
expense provide the equipment (other than equipment used in
connection with the Funds' custodial system), office space
and facilities necessary to perform its obligations under
this Agreement, and shall pay all compensation of officers
of the Fund and the fees of all trustees of the Fund who are
affiliated persons of the Administrator.
(b) The Fund. The Fund and the Funds assume and shall pay or
shall arrange to pay all other expenses of the Fund and the
Funds, including (i) interest and taxes; (ii) brokerage
commissions and other costs in connection with the purchase
and sale of portfolio investments; (iii) compensation of its
trustees other than those who are affiliated persons of the
Adviser or the Administrator; (iv) fees of outside counsel
to and of independent accountants of the Fund and/or the
Funds selected by the Board of Directors; (v) custodian,
registrar and transfer agent fees and expenses; (vi)
expenses related to the repurchase or redemption of the
Funds' shares including expenses related to a program of
periodic repurchases or redemptions; (vii) expenses related
to the issuance of the Funds' shares against payment
therefor by or on behalf of the subscribers thereto; (viii)
fees and related expenses of registering and qualifying the
Fund, the Funds and their shares for distribution under
state and federal securities laws; (ix) expenses of printing
and mailing of registration statements, prospectuses,
reports, notices and proxy solicitation materials of the
Fund and the Funds; (x) all other expenses incidental to
holding meetings of the shareholders of the Fund and the
Funds including proxy solicitations therefor; (xi) expenses
for servicing shareholder accounts; (xii) insurance premiums
for fidelity coverage and errors and omissions insurance;
(xiii) dues for membership of the Fund and the Funds in
trade associations approved by the Board of Directors; and
(xiv) such non-recurring expenses as may arise, including
those associated with actions, suits or proceedings arising
out of the activities of the Fund or the Funds to which the
Fund or the Funds are a party and the legal obligation which
the Fund or the Funds may have to indemnify the officers and
trustees with respect thereto. To the extent that any of the
foregoing expenses are allocated among the Fund, the Funds
and any other party, such allocations shall be made pursuant
to methods approved by the Board of Directors.
4. Compensation. As compensation for the services rendered, the
facilities furnished and the expenses assumed by the
Administrator, each Fund shall pay to the Administrator at the
end of each month a fee at the annual rate of 0.075% of the
average daily net assets of each Fund as determined and computed
in accordance with the description of the method of determination
of net asset value contained in the combined prospectus and
statement of additional information of the Fund as in effect from
time to time under the Securities Act of 1933. If the
Administrator shall serve for less than any whole quarter, the
compensation described in the preceding sentence shall be
prorated.
5. Activities of the Administrator. The services of the
Administrator to the Fund hereunder are not to be deemed
exclusive and the Administrator shall be free to render similar
services to others.
6. Liabilities of the Administrator. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Administrator,
the Administrator shall not be liable to the Fund, the Funds, or
to any shareholder of the Fund or the Funds for any act or
omission in the course of, or in connection with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
7. Renewal. The term of this Agreement shall commence on the date
hereof and shall continue in effect until October 1, 2002 or
until terminated in accordance with Paragraph 8 hereof.
8. Termination.
(a) Prior to October 1, 2002, this Agreement may be terminated
by either party only for cause and upon 60 days' written
notice to the other party. Such termination shall be without
penalty to the terminating party. For purposes of this
Paragraph 9(a), "cause" is defined as a finding made in good
faith by the Directors of the Fund or the directors of the
Administrator, as applicable, that (i) the other party has
failed on a continuing basis to perform its duties pursuant
to this Agreement in a satisfactory manner consistent with
then current industry standards and practices or (ii) the
terms and provisions of this Agreement are no longer
reasonable in light of then current industry standards and
practices and the parties hereto cannot agree on a mutually
satisfactory amendment.
(b) After January 29, 2000, this Agreement may be terminated
without the payment of any penalty (i) by the Fund on 60
days' notice to the Administrator and (ii) by the
Administrator on 90 days' written notice to the Fund.
9. Amendments. This Agreement may be amended by written agreement
between the parties at any time provided such amendment is
authorized or approved by the Board of Directors of the Fund, and
in accordance with any applicable regulatory requirements.
10. Notices. Any and all notices or other communications required or
permitted under this Agreement shall be in writing and shall be
deemed sufficient when mailed by United States certified mail,
return receipt requested, or delivered in person against receipt
to the party to whom it is to be given, at the address of such
party set forth below:
If to the Administrator:
Capstone Asset Management Company
0000 Xxx Xxxxxx, Xxxxx
0000 Xxxxxxx, Xxxxx 00000
If to the Fund:
Capstone Christian Values Fund, Inc.
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
or to such other address as the party shall have furnished in
writing in accordance with the provisions of this Section 10.
11. Severability. If any provision of this Agreement is invalid,
illegal or unenforceable, the balance of this Agreement shall
remain in full force and effect and this Agreement shall be
construed in all respects as if such invalid, illegal or
unenforceable provision were omitted.
12. Headings. Any paragraph headings in this Agreement are for
convenience of reference only, and shall be given no effect in
the construction or interpretation of this Agreement or any
provisions thereof.
13. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, and which together shall constitute but one and the
same instrument.
14. Governing Law. This Agreement shall be subject to the laws of the
State of Texas, and shall be interpreted and construed to further
and promote the operation of the Fund, including the Funds, as a
diversified open-end management company.
15. Limitation of Liability for Claim. The Articles of Incorporation
of the Fund, a copy of which, together with all amendments
thereto, is on file in the Office of the Attorney General of the
State of Maryland, provides that the name "Capstone Christian
Values Trust" refers to the Directors under the Articles of
Incorporation collectively as directors and not as individuals or
personally, and that no shareholder of the Funds, Director,
officer, employee or agent of the Fund, shall be subject to
claims against or obligations of the Fund or of the Funds to any
extent whatsoever, but that the Fund estate only shall be liable.
The Administrator is hereby expressly put on notice of the
limitation of liability as set forth in the Articles of
Incorporation and hereby agrees that the obligations assumed by
the Fund on behalf of the Funds pursuant to this Agreement shall
be limited in all cases to the Funds and their assets, and the
Administrator shall not seek satisfaction of any such obligation
from shareholders or any shareholder of the Funds or any other
series of the Fund or their shareholders, or from any Director,
officer, employee or agent of the Fund. The Administrator
understands that the rights and obligations of each Fund, or
series, under the Articles of Incorporation are separate and
distinct from those of any and all other series.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the date first written above.
CAPSTONE CHRISTIAN VALUES FUND, INC.
By ________________________________
Name:
Title:
CAPSTONE ASSET MANAGEMENT COMPANY
By ________________________________
Name:
Title:
