EXHIBIT 9(A)
ADMINISTRATIVE SERVICES AGREEMENT
AS AMENDED APRIL 24, 1997
AGREEMENT made this 2nd day of May, 1994, between Northstar/NWNL Series
(the "Trust"), on behalf of Northstar Growth Fund, Northstar Income and Growth
Fund, Northstar Multi-Sector Bond Fund, Northstar High Yield Bond Fund, and
Northstar International Value Fund (the "Funds"), 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 the 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;
NOW THEREFORE, in consideration of the premises, the 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 for the filing of the Funds' registration
statement and amendments thereto and other documents as the Securities and
Exchange Commission ("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. 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 with 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.
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 the 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 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.
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; fees of Trustees of the Trust who are not officers,
directors, or employees of the Adviser or Administrator; Securities and Exchange
Commission fees; charges of custodians and transfer and dividend disbursing
agents; certain insurance premiums; outside auditing and legal expenses; cost of
maintenance of the Funds' existence; 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
statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Funds and of the officers or 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 of judgment or mistake of law or for any loss suffered by the Funds or the
Funds' shareholders in connection with the matters 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 its Administrator's reckless disregard
of its obligations and duties under this Agreement. As used in this Section 9,
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 objectives and
policies are similar to those of the Funds) and to engage in other activities,
so long as it 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
define, 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 the 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 invalid 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 be duly given if mailed or delivered to
the Administrator at Two Pickwick Plaza,
Greenwich, Connecticut 06830, or at such other address or to such individual as
shall be specified by the Administrator to the Trust. Notices of any kind to be
given to the Trust by the Administrator shall be in writing and shall be duly
given if mailed or delivered to Two Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxx
00000, or at such other address or to such individual as shall be specified by
the Trust to the Administrator.
(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
December 8, 1993, 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/NWNL 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 on the day and year first above
written.
NORTHSTAR VARIABLE TRUST
By: ____________________________________
President
NORTHSTAR ADMINISTRATORS
CORPORATION
By:____________________________________
Senior Vice President
