EXHIBIT 9
ADMINISTRATION AGREEMENT
Agreement made this 19th day of December, 1988, between
Fiduciary Capital Growth Fund, Inc., a Wisconsin corporation (the "Fund"),
and Fiduciary Management, Inc., a Wisconsin corporation (the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Fund is registered with the Securities and Exchange
Commission as as open-end management investment company under the
Investment Company Act of 1940 (the "Act"); and
WHEREAS, the Fund desires to retain the Administrator to be the
Administrator for the Fund and as such to perform the services set forth
in this Agreement.
NOW, THEREFORE, the Fund and the Administrator do mutually
promise and agree as follows:
1. Employment. The Fund 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 supervise all aspects of the operations of the Fund
except those performed by the Fund's Investment Adviser under the Fund's
investment advisory agreement, subject to such policies as the board of
directors of the Fund may determine. 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 the Fund in any way or otherwise be deemed to be an
agent of the Fund. However, one or more shareholders, officers, directors
or employees of the Administrator may serve as directors and/or officers
of the Fund, but without compensation or reimbursement of expenses for
such services from the Fund. Nothing herein contained shall be deemed to
require the Fund to take any action contrary to its Articles of
Incorporation or any applicable statute or regulation, or to relieve or
deprive the board of directors of the Fund of its responsibility for and
control of the affairs of the Fund.
In connection with its supervision of the operations of the
Fund, the Administrator shall perform the following services for the 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 the Fund'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 for execution by the Fund and file all of the
Fund's federal and state tax returns;
(f) Prepare reports to and filings with the Securities and
Exchange Commission;
(g) Prepare reports to and filings with state Blue Sky
authorities;
(h) Furnish statistical and research data, clerical,
accounting and bookkeeping services and stationery and office
supplies; and
(i) 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.
3. Expenses. The Administrator, at its own expense and
without reimbursement from the Fund, shall furnish office space, and all
necessary office facilities, equipment and executive personnel for
performing the services required to be performed by it under the
Agreement. The Administrator shall not be required to pay any expenses of
the Fund. The expenses of the Fund's operations borne by the Fund include
by way of illustration and not limitation, directors fees paid to those
directors who are not interested persons of the Fund, as defined in the
Act, the professional costs of preparing and the costs of printing its
registration statements required under the Securities Act of 1933 and the
Act (and amendments thereto), the expense of registering its shares with
the Securities and Exchange Commission and in the various states, the
printing and distribution cost of prospectuses mailed to existing
shareholders, the cost of stock certificates, director and officer
liability insurance, the printing and distribution costs of reports to
stockholders, reports to government authorities and proxy statements,
interest charges, taxes, legal expenses, association membership dues,
auditing services, insurance premiums, brokerage and other expenses
connected with the execution of portfolio securities transactions, fees
and expenses of the custodian of the Fund's assets, printing and mailing
expenses and charges and expenses of dividend disbursing agents,
registrars and stock transfer agents.
4. Compensation of the Administrator. For the services to be
rendered by the Administrator hereunder, the 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 1/12 of
0.1% of such net assets up to and including $30,000,000, and 1/12 of 0.05%
of the net assets of the Fund in excess of $30,000,000; provided, however,
that the administration fee in any twelve month period commencing October
1, 1988 and thereafter on each October 1 that this Agreement is in effect,
shall not be less than $20,000. 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. For any twelve month
period commencing October 1 that this Agreement is not in effect for the
entire twelve month period, the minimum administration fee shall be
reduced proportionately on the basis of the calendar days during which it
is in effect. In determining whether the minimum administration fee has
been paid for the twelve month period commending October 1, 1988, amounts
paid by the Fund for administrative services performed by the
Administrator between October 1, 1988 and December 18, 1988 shall be added
to the amounts paid pursuant to this Agreement.
5. Ownership of Shares of the Fund. Except in connection with
the initial capitalization of the Fund, the Administrator shall not take
an ownership position in the Fund, and shall not permit any of its
shareholders, officers, directors or employees to take a long or short
position in the shares of the Fund, except for the purchase of shares of
the Fund for investment purposes at the same price as that available to
the public at the time of purchase.
6. Exclusivity. The services of the Administrator to the Fund
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. During the period that this Agreement
is in effect, the Administrator shall be the Fund's sole administrator.
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 the Fund or to any shareholder of the Fund 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 the Fund in the
manner required by the Act for approval of investment advisory agreements,
and by the vote of the majority of the outstanding voting securities of
the Fund as defined in the Act.
9. Termination. This Agreement may be terminated at any time,
without the payment of any penalty, by the board of directors of the Fund
or by a vote of the majority of the outstanding voting securities of the
Fund as defined in the Act, 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 the Fund. This Agreement shall terminate automatically in the
event of its assignment (as defined in Section 2(a)(4) of the Act).
Subject to prior termination as hereinbefore provided, the Agreement shall
continue in effect for two (2) years from the date hereof and indefinitely
thereafter, but only so long as the continuance after such two (2) year
period is specifically approved annually by (i) the board of directors of
the Fund or by the vote of the majority of the outstanding voting
securities of the Fund, as defined in the Act, and (ii) the board of
directors of the Fund in the manner required by the Act for approval of
investment advisory agreements, provided that any such approval may be
effective not more than sixty (60) days thereafter. Upon termination of
the Agreement the Administrator shall deliver to the Fund 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.
FIDUCIARY MANAGEMENT, INC.
(the "Administrator")
By: By:
Secretary President
FIDUCIARY CAPITAL GROWTH FUND, INC.
(the "Fund")
By: By:
Secretary President
