EXHIBIT 99(g)(1)
ADMINISTRATION AGREEMENT
AGREEMENT made as of the 6th day of October, 2000, by and between XXXXXXX
XXXXX SENIOR FLOATING RATE FUND II, INC., a Maryland corporation (the "Fund"),
and FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership ("FAM" or the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as a closed-end, non-diversified,
management investment company and is registered as such under the Investment
Company Act of 1940 as amended (the "Investment Company Act"); and
WHEREAS, the Fund desires to retain FAM to render administrative services
in the manner and on the terms and conditions hereafter set forth; and
WHEREAS, FAM desires to be retained to perform administrative services on
said terms and conditions; and
WHEREAS, the Fund is a "feeder" fund for and invests all of its assets in
MASTER SENIOR FLOATING RATE TRUST, a Delaware business Trust, that has the same
investment objective and policies as the Fund; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and FAM hereby agree as follows:
1. Duties of the Administrator. The Fund hereby retains FAM to act as
administrator of the Fund, subject to the supervision and direction of the Board
of Directors of the Fund, as
hereinafter set forth. FAM shall perform, or arrange for its affiliates to
perform, the administrative services (i.e., services other than investment
advise and related portfolio activities) necessary for the operation of the Fund
and, without limiting the generality of the foregoing, shall (i) prepare and
file reports and other documents required by U.S. Federal, state and other
applicable laws and regulations; (ii) prepare proxy materials and periodic
reports to Fund shareholders; (iii) respond to inquiries from Fund shareholders;
(iv) calculate, or arrange for the calculation of, the net asset value of the
Fund's shares (it being understood that the Fund will reimburse the
Administrator for its costs in providing such accounting services to the Fund);
(v) oversee the performance of administrative and professional services rendered
to the Fund by others, including its custodian, transfer agent, dividend
disbursing agent and shareholder servicing agent, as well as accounting,
auditing and other services; (vi) provide the Fund with the services of persons
competent to perform such administrative and clerical functions as are necessary
to provide effective operation of the Fund, (vii) coordinate tender offers for
the Fund's shares, and (viii) provide the Fund with administrative office and
data processing facilities.
2. Expenses of the Administrator. FAM shall provide the staff and
personnel necessary to perform its obligations under this Agreement, shall
assume and pay or cause to be paid all expenses incurred in connection with the
maintenance of such staff and personnel, and, at its own expense, shall provide
the office space, facilities, equipment and necessary personnel which it is
obligated to provide under paragraph 1 hereof, except that the Fund shall pay
the expenses of legal counsel retained by FAM as may be necessary or appropriate
for FAM's performance of its duties and responsibilities under this Agreement.
3. Compensation of the Administrator. For the services rendered to the
Fund by FAM pursuant to this Agreement, the Fund shall pay to the Administrator
a monthly a fee at an annual
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rate of .40 of 1% of the Fund's average daily net assets (i.e., the average
daily value of the total assets of the Fund, minus the sum of accrued
liabilities of the Fund and accumulated dividends on shares of outstanding
preferred stock, if any). It is understood that the liquidation preference of
any outstanding preferred stock (other than accumulated dividends) is not
considered a liability in determining the Fund's average daily net assets. For
purposes of this calculation, average daily net assets is determined at the end
of each month on the basis of the average net assets of the Fund for each day
during the month. If this Agreement becomes effective subsequent to the first
day of a month or shall terminate before the last day of a month, compensation
for the part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fee as set forth above. Payment of
the Administrator's compensation shall be payable in arrears on the last day of
each calendar month for services performed hereunder during such month. During
any period when the determination of net asset value is suspended by the Board
of Directors, the average net asset value of a share for the last day prior to
such suspension for this purpose shall be deemed to be the net asset value at
the close of each succeeding day until it is again determined.
4. Limitation of Liability of the Administrator; Indemnification.
(a) The Administrator shall not be liable to the Fund 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, its shareholders or any sub-investment adviser to which the
Administrator shall otherwise be subject by reasons of willful misfeasance, bad
faith, or gross negligence in the performance of its duties, or by reckless
disregard of its obligations and duties hereunder.
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(b) The Administrator may, with respect to questions of law, apply for and
obtain the advice and opinion of counsel to the Fund or of its own counsel, at
the expense of the Fund, and 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 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 by
reckless disregard of its obligations and duties hereunder. Such expenses shall
be paid by the Fund in advance of the final disposition of such 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 indemnification hereunder by virtue of the
Administrator's willful misfeasance, bad faith, gross negligence in the
performance of its duties or by reckless disregard of its obligations and duties
hereunder.
(d) As used in this paragraph 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.
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6. Duration and Termination of this Agreement. This Agreement shall become
effective as of the date first above written and shall remain in force for a
period of two years thereafter and thereafter from year to year, but only so
long as such continuance specifically is approved at least annually by (i) the
Board of Directors of the Fund, or by the vote of a majority of the outstanding
voting securities of the Fund, and (ii) by the vote of a majority of those
Directors who are not parties to this Agreement or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Fund, or by the Investment Adviser, on sixty days'
written notice to the other party. In the event of its assignment, this
Agreement shall automatically terminate.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
7. Amendments to 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 Investment Company 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 Investment
Company Act, the latter shall control.
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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.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
XXXXXXX XXXXX SENIOR FLOATING RATE FUND,
INC.
By:
----------------------------
Name:
Title:
FUND ASSET MANAGEMENT, L.P.
By:
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Name:
Title:
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