EXHIBIT (9)(e)
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 15th day of October, 1996 by and
between WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC., a Maryland corporation
(the "Fund"), on its own behalf and on behalf of its Money Market Portfolio,
U.S. Government Portfolio and Municipal Portfolio (each, a "Portfolio"), and
WATERHOUSE ASSET MANAGEMENT, INC., a Delaware corporation (the "Administrator").
WITNESSETH:
WHEREAS, the Fund is an open-end diversified management
investment company registered as such under the Investment Company Act of 1940,
as amended (the "1940 Act"), currently comprised of three separate investment
Portfolios; and
WHEREAS, the Fund, on behalf of each of its Portfolios, and
Waterhouse Asset Management, Inc. are also parties to an Investment Management
Agreement (the "Investment Management Agreement") pursuant to which Waterhouse
Asset Management, Inc. will serve as investment manager (the "Investment
Manager") to each Portfolio; and
WHEREAS, the Fund desires to retain the Administrator to
render or otherwise provide for administrative services in the manner and on the
terms and conditions hereafter set forth; and
WHEREAS, the Administrator desires to be so retained on said
terms and conditions.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the Fund and the Administrator agree
as follows:
1. Duties of the Administrator.
(a) The Fund hereby retains the Administrator to act as
administrator of the Fund and its Portfolios (each reference herein to the Fund
shall also be understood to refer to the separate Portfolios, as appropriate),
subject to the supervision and direction of the Board of Directors of the Fund,
as hereinafter set forth. The Administrator shall
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perform or arrange for the performance of the following administrative and
clerical services: (i) maintain and preserve the books and records, including
financial and corporate records, of the Fund as required by law or otherwise for
the proper operation of the Fund; (ii) prepare and, subject to approval by the
Fund, file registration statements, notices, reports and other documents
required by U.S. Federal, state and other applicable laws and regulations (other
than state "blue sky" laws), including proxy materials and periodic reports to
Fund shareholders, oversee the preparation and filing of registration
statements, notices, reports and other documents required by state "blue sky"
laws, and oversee the monitoring of sales of shares of the Fund for compliance
with state securities laws; (iii) calculate and publish, or arrange for the
calculation and publication of, the net asset value of the Fund's shares; (iv)
calculate, or arrange for the calculation of, dividends and distributions and
performance data, and prepare other financial information regarding the Fund;
(v) oversee and assist in the coordination of, and, as the Board may reasonably
request or deem appropriate, make reports and recommendations to the Board on,
the performance of administrative and professional services rendered to the Fund
by others, including the custodian, registrar, transfer agent and dividend
disbursing agent, shareholder servicing agents, accountants, attorneys,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
such other persons in any such other capacity deemed to be necessary or
desirable; (vi) furnish secretarial services to the Fund, including, without
limitation, preparation of materials necessary in connection with meetings of
the Fund's Board of Directors, including minutes, notices of meetings, agendas
and other Board materials; (vii) provide the Fund with the services of an
adequate number of persons competent to perform the administrative and clerical
functions described herein; (viii) provide the Fund with administrative office
and data processing facilities; (ix) arrange for payment of the Fund's expenses;
(x) provide routine accounting services to the Fund, and consult with the Fund's
officers, independent accountants, legal counsel, custodian, accounting agent
and transfer and dividend disbursing agent in establishing the accounting
policies of the Fund; (xi) prepare such financial information and reports as may
be required by any banks from which the Fund borrows funds; (xii) develop and
implement procedures to monitor the Fund's compliance
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with regulatory requirements and with the Fund's investment policies and
restrictions as set forth in the Fund's currently effective Prospectus and
Statement of Additional Information filed under the Securities Act of 1933, as
amended; (xiii) arrange for the services of persons who may be appointed as
officers of the Fund, including the President, Vice Presidents, Treasurer,
Secretary and one or more assistant officers; and (xiv) provide such assistance
to the Investment Manager, the custodian, other Fund service providers and the
Fund's counsel and auditors as generally may be required to carry on properly
the business and operations of the Fund. The Fund agrees to cause the Investment
Manager to deliver to the Administrator, on a timely basis, such information as
may be necessary or appropriate for the Administrator's performance of its
duties and responsibilities hereunder, including but not limited to, shareholder
reports, records of transactions, valuations of investments (which may be based
on information provided by a pricing service) and records of expenses borne by
the Fund, and the Administrator shall be entitled to rely on the accuracy and
completeness of such information in performing its duties hereunder.
Notwithstanding anything to the contrary herein contained, the Fund, and not the
Administrator, shall be responsible for and bear the cost of any third party
pricing services or any third party blue sky services.
(b) In providing for any or all of the services indicated in
section l(a) hereof, and in satisfaction of its obligations to provide such
services, the Administrator may enter into agreements with one or more other
persons to provide such services to the Fund, provided that any such agreement
shall have been approved by the Board of Directors of the Fund, and provided
further that the Administrator shall be as fully responsible to the Fund for the
acts and omissions of any such service providers as it would be for its own acts
or omissions hereunder.
2. Expenses of the Administrator. The Administrator assumes the
expenses of and shall pay for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall at its own expense
provide office space, facilities, equipment and the necessary personnel which it
is obligated to provide under section 1 hereof, except that the Fund shall pay
the expenses of legal counsel and accountants as provided in section 4(b) of
this Agreement. In addition, the Administrator
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shall be responsible for the payment of any persons engaged pursuant to section
l(b) hereof. The Fund shall assume and pay or cause to be paid all other
expenses of the Fund.
3. Compensation of the Administrator. For the services provided to the
Fund and each Portfolio by the Administrator pursuant to this Agreement, each
Portfolio shall pay the Administrator on the first business day of each calendar
month a fee for the previous month at an annual rate equal to .10 of 1% of such
Portfolio's average daily net assets. The value of each Portfolio's net assets
shall be computed at the times and in the manner specified in the Fund's
registration statement on Form N-lA, as amended from time to time (the
"Registration Statement"). Compensation by each Portfolio of the Administrator
shall commence on the date of the first receipt by such Portfolio of the
proceeds of the sale of its shares as described in the Registration Statement,
and the fee for the period from the date such Portfolio shall first receive the
proceeds of the sale of its shares as aforesaid to the end of the month during
which such proceeds are so received, shall be pro-rated according to the
proportion that such period bears to the full monthly period. Upon termination
of this Agreement before the end of a month, the fee for such part of that month
shall be pro-rated according to the proportion that such period bears to the
full monthly period and shall be payable within seven (7) days after the date of
termination of this Agreement.
4. Limitation of Liability of the Administrator; Indemnification.
(a) The Administrator shall not be liable to the Fund or any
Portfolio for any error of judgment or mistake of law or for any loss arising
out of any act or omission by the Administrator in the performance of its duties
hereunder. Nothing herein contained shall be construed to protect the
Administrator against any liability to the Fund, a Portfolio, or shareholders to
which the Administrator shall otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
reckless disregard of its obligations and duties hereunder.
(b) The Administrator may, at the expense of the Fund, (i)
with respect to questions of law, apply for and obtain the advice and opinion of
counsel to the Fund, and (ii) with respect to the application of generally
accepted accounting principles or
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Federal tax accounting principles, apply for and obtain the advice and opinion
of the independent auditors of the Fund. The Administrator shall be fully
protected with respect to any action taken or omitted by it in good faith in
conformity with such advice or opinion.
(c) The Fund, on behalf of each Portfolio, agrees to indemnify
and hold harmless the Administrator from and against all charges, claims,
expenses (including legal fees) and liabilities reasonably incurred by the
Administrator in connection with the performance of its duties hereunder, except
such as may arise from the Administrator's willful misfeasance, bad faith, gross
negligence in the performance of its duties or reckless disregard of its
obligations and duties hereunder. Subject to requirements of applicable laws,
such expenses shall be paid by the Fund in advance of the final disposition of
any matter upon invoice by the Administrator and receipt by the Fund of an
undertaking from the Administrator to repay such amounts if it shall ultimately
be established that the Administrator is not entitled to payment of such
expenses hereunder.
(d) As used in this section 4, the term "Administrator" shall
include any affiliates of the Administrator performing services for the Fund
contemplated hereby and directors, officers, agents and employees of the
Administrator and such affiliates.
5. Activities of the Administrator. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others and services to the Fund in other
capacities.
6. Duration and Termination of this Agreement.
(a) This Agreement shall become effective as of the date first
above written and shall continue in effect with respect to each Portfolio until
December 12, 1997, and thereafter from year to year so long as such continuation
is specifically approved at least annually by the Board of Directors of the
Fund, including a majority of the directors who are not "interested persons" of
the Fund within the meaning of the 1940 Act and who have no direct or indirect
interest in this Agreement; provided, however, that this Agreement may be
terminated at any time without the payment of any penalty, on behalf of any or
all of the Portfolios, by the Fund, by the
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Board or, with respect to any Portfolio, by "vote of a majority of the
outstanding voting securities" (as defined in the 0000 Xxx) of that Portfolio,
or by the Administrator on not less than 60 days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
"assignment" as defined in the 1940 Act.
(b) The Administrator hereby agrees that the books and records
prepared hereunder with respect to the Fund are the property of the Fund and
further agrees that upon the termination of this Agreement or otherwise upon
request the Administrator will surrender promptly to the Fund copies of the
books and records maintained hereunder.
7. Amendments of this Agreement. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Directors of the Fund and such amendment is set forth in a written instrument
executed by each of the parties hereto.
8. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New York as at the
time in effect and the applicable provisions of the 1940 Act. To the extent that
the applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
9. Counterparts. This Agreement may be executed by the parties
hereto in counterparts and if executed in more than one counterpart the
separate instruments shall constitute one agreement.
10. Notices. All notices or other communications hereunder to
either party shall be in writing and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the postmark
if such notice is mailed first class postage prepaid. Notice shall be
addressed: (a) if to the Administrator, to: President, Waterhouse Asset
Management, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or (b) if to the
Fund, to: President, Waterhouse Investors Cash Management Fund, Inc., 00 Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000.
11. Separate Portfolios. This Agreement shall be construed to be made
by the Fund as a separate agreement with respect to each Portfolio, and under no
circumstances
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shall the rights, obligations or remedies with respect to a particular Portfolio
be deemed to constitute a right, obligation or remedy applicable to any other
Portfolio.
12. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior arrangements, agreements or understandings.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
WATERHOUSE INVESTORS CASH
MANAGEMENT FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President, Assistant Secretary
WATERHOUSE ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
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