EX-99.B9(c)
ADMINISTRATION AGREEMENT
Agreement made this ___ day of ____________, 1997, between Xxxxx
Street Funds, Inc., a Maryland corporation ("MSF"), consisting of nine series
(collectively, the "Funds" and individually, a "Fund") and The Northwestern
Mutual Life Insurance Company, a Wisconsin life insurance company (the
"Administrator").
W I T N E S S E T H :
WHEREAS, MSF is or will be registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940 (the "Act"); and
WHEREAS, MSF desires to retain the Administrator to perform the
following management-related services for each Fund and the Administrator
desires to perform such services for each Fund.
NOW, THEREFORE, MSF and the Administrator do mutually promise and
agree as follows:
1. EMPLOYMENT. MSF hereby employs the Administrator to be its
Administrator for the period and on the terms set forth in this Agreement. The
Administrator hereby accepts such employment for the compensation herein
provided and agrees during such period to render the services and to assume the
obligations herein set forth.
2. AUTHORITY AND DUTIES OF THE ADMINISTRATOR. The Administrator
shall perform the following management services for each Fund:
(a) Prepare and maintain the books, accounts and other documents
specified in Rule 31a-1 under the Act in accordance with the requirements
of Rule 31a-1 and Rule 31a-2 under the Act;
(b) Determine the Fund's net asset value in accordance with the
provisions of MSF's Articles of Incorporation and its Registration
Statement;
(c) Respond to stockholder inquiries forwarded to it by the Fund;
(d) Prepare the financial statements contained in reports to
stockholders of the Fund;
(e) Prepare reports to and filings with the Securities and Exchange
Commission and the state securities authorities ("Blue Sky" filings);
(f) Furnish statistical and research data, clerical, accounting and
bookkeeping services and stationery and office supplies;
(g) Assure compliance by the Fund with all applicable laws, rules and
regulations, including those of the Securities and Exchange Commission and
the Internal Revenue Service, and assure compliance by the Fund with MSF's
prospectus, Statement of Additional Information, Articles of Incorporation,
By-Laws and other governing documents;
(h) Maintain all necessary or appropriate tax records for the Fund
and provide tax advice to the Fund;
(i) Calculate historical performance returns for the Fund (including
yield and total return);
(j) Calculate and arrange for the payment of shareholder dividends;
(k) Arrange for the payment by the Fund of invoices for expenses of
the Fund;
(l) Prepare and present reports to the Board of Directors of MSF;
(m) Oversee all service providers to the Fund, including custodians,
transfer agents and Fund accountants;
(n) Establish expense budgets and accruals for the Fund;
(o) Provide necessary computations for the presentation of data in
connection with financial information to be supplied to regulators,
shareholders, directors, investment advisers and any industry publications;
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(p) Pay all costs and expenses of maintaining the offices of the
Fund, wherever located;
(q) Keep and maintain the Fund's financial accounts and records, and
generally assist in all aspects of the Fund's operations to the extent
agreed to by the Administrator and the Fund; and
(r) Provide other legal and accounting services to the Fund, to the
extent agreed to by the Administrator and the Fund.
Notwithstanding the foregoing, accounting services (including
calculation of net asset value per share) for one or more of the Funds may be
provided by an entity other than the Administrator, in which case the
Administrator's compensation shall be reduced as provided in section 4 hereof.
The Administrator shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent MSF in any way or
otherwise be deemed an agent of MSF.
3. EXPENSES. The Administrator, at its own expense and without
reimbursement from MSF, shall furnish office space, and all necessary office
facilities, equipment and personnel for performing the services required to be
performed by it under this Agreement. The Administrator, in its capacity as
Administrator, shall not be required to pay any expenses of MSF. The expenses
of MSF's and the Funds' operations borne by MSF and the Funds include by way of
illustration and not limitation: (i) expenses of maintaining MSF and continuing
its existence, (ii) auditing and outside professional expenses, (iii) taxes
and interest, (iv) governmental fees, including federal and state fees for
registering shares of each Fund (v) expenses of
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issue, sale, repurchase and redemption of Fund shares, (vi) the cost of
printing its prospectuses under the federal securities laws and of distributing
the same to existing shareholders, (vii) expenses of reports and notices to
shareholders and of meetings of shareholders and proxy solicitations therefor
(viii) expenses of reports to governmental officers and commissions, (ix)
insurance expenses, (x) association membership dues, (xi) fees, expenses and
disbursements of custodians for all services to each Fund, (xii) expenses for
servicing shareholder accounts, including transfer agent fees, (xiii) fees paid
to pricing services for the pricing of Fund securities, (xiv) out-of-pocket
corporate action and administration fees, (xv) fees paid for accounting
services not provided by the Administrator, (xvi) fees paid under a license
agreement for use of trademarks, (xvii) fees paid to the directors of MSF for
their services to MSF, (xviii) broker's commissions and issue and transfer taxes
chargeable to a Fund in connection with securities transactions to which the
Fund is a party, (xix) organizational expenses of MSF, (xx) any direct charges
to shareholders approved by the Directors of MSF who are not "interested
persons" of MSF, and (xxi) such nonrecurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the
obligation of MSF to indemnify its Directors and officers with respect thereto.
4. COMPENSATION OF THE ADMINISTRATOR. For the services to be
rendered by the Administrator hereunder, each Fund shall pay to the
Administrator an administration fee, paid monthly, based on the daily net assets
of the Fund, as determined by valuations made as of the close of each business
day of the month. The administration fee shall be at an annual rate of 0.1% of
such net assets, reduced by any
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fee charged to the Fund by another entity for fund accounting services. For any
month in which this Agreement is not in effect for the entire month, such fee
shall be reduced proportionately on the basis of the number of calendar days
during which it is in effect and the fee computed upon the daily net assets of
the business days during which it is so in effect.
5. OWNERSHIP OF SHARES OF THE FUND. Except in connection with the
initial capitalization of each Fund, the Administrator shall not take an
ownership position in the Funds, and shall not permit any of its shareholders,
officers, directors or employees to take a long or short position in the shares
of any Fund, except for the purchase of shares of a Fund for investment
purposes.
6. EXCLUSIVITY. The services of the Administrator to the Funds
hereunder are not to be deemed exclusive and the Administrator shall be free to
furnish similar services to others as long as the services hereunder are not
impaired thereby.
7. LIABILITY. 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 subject to liability
to MSF or to any shareholder of the Funds for any act or omission in the course
of, or connected with, rendering services hereunder, or for any losses that may
be sustained in the purchase, holding or sale of any security.
8. AMENDMENTS. This Agreement may be amended by the mutual consent
of the parties; provided, however, that in no event may it be amended without
the approval of the board of directors of MSF.
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9. TERMINATION. This Agreement may be terminated at any time,
without the payment of any penalty, by the board of directors of MSF, upon the
giving of sixty (60) days' written notice to the Administrator. This Agreement
may be terminated by the Administrator at any time upon the giving of sixty
(60) days' written notice to MSF. Subject to prior termination as hereinbefore
provided, this Agreement shall continue in effect for one year after the date
hereof and indefinitely thereafter, but only so long as the continuance after
such one year period is specifically approved annually by the board of directors
of MSF. Upon termination of this Agreement the Administrator shall deliver to
MSF all books, accounts and other documents then maintained by it pursuant to
Section 2 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day first above written.
THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY
(the "Administrator")
By: _________________________ By: ___________________________
Secretary President
XXXXX STREET FUNDS, INC.
("MSF")
By:__________________________ By:_____________________________
Secretary President
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