Exhibit 9(c)
Form of
Administrative Services Agreement
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ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 30th day of May, 1995, between Northstar Advantage ______
Fund (the "Fund") and Northstar Administrators Corporation, a Delaware
corporation (the "Administrator").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Northstar Investment Management Corporation (the "Adviser") serves
as investment adviser to the Fund, and the Fund wishes to retain the
Administrator to render administrative and other services to the Fund, and the
Administrator is willing to render such services to the Fund;
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 Fund hereby appoints the Administrator to serve as administrator to the Fund
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 Fund,
the Administrator will (a) assist in supervising all aspects of the Fund's
operations except those performed by the Fund's Adviser under its investment
advisory agreement; (b) furnish 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 Fund of such books and records of the Fund as may
be required by applicable federal or state law; (d) perform all corporate
secretarial functions on behalf of the Fund; (e) provide the Fund 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 Fund;
(g) prepare and arrange for the printing, filing and distribution of
prospectuses, proxy materials, and periodic reports
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to the shareholders of the Fund as required by applicable law; (h) prepare or
supervise the preparation by third parties approved by the Fund of all federal,
state, and local tax returns and reports of the Fund required by applicable law;
(i) prepare, update, and arrange for the filing of the Fund's registration
statement and amendments thereto and such 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 Fund is subject; (j) render to the Board of Trustees
of the Fund such periodic and special reports respecting the Fund as the Board
may reasonably request; (k) arrange, assemble information and reports for, and
attend meetings of, the Trustees and the shareholders of the Fund; (l) maintain
a fidelity bond as required under the 1940 Act for the Fund and liability
insurance for the Trustees and officers of the Fund; and (m) make available its
officers and employees to the Board of Trustees and officers of the Fund for
consultation and discussions regarding the administration of the Fund.
B. SHAREHOLDER SERVICING
Subject to the supervision and direction of the Board of Trustees, the
Administrator will (a) provide customer service to all shareholder accounts,
including responding to all telephone inquiries and written correspondence; and
(b) maintain records of all broker-dealers holding shareholder accounts in the
Fund; and (c) assist broker-dealers in servicing shareholder accounts, including
processing broker wire orders for purchases of shares of the Fund.
C. PERFORMANCE OF DUTIES
The Administrator, at its discretion, may enter into contracts with third
parties for the per- formance 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 Fund and with the instructions and directions of the Board of Trustees of
the Fund and will conform to, and comply with, the requirements of the 1940 Act
and all other applicable federal and state laws and regulations. In performing
its shareholder servicing duties listed in subparagraph B herein, the
Administrator shall not engage in any activities that would require it to
register as a transfer agent under the Securities Exchange Act of 1934.
3. DOCUMENTS
The Fund 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
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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 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 Fund and shares of beneficial interest of the Fund and all
amendments thereto;
(e) Notification of Registration of the Fund 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 Fund 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 Fund are
property of the Fund. The Administrator will surrender promptly to the Fund any
such records upon 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
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During the Initial Term (as hereinafter defined) hereof, no fee shall be
assessed the Fund for the services rendered pursuant to Section 2.A. or 2.B.
hereunder. Should this Agreement be renewed thereafter, the Administrator shall
receive a fee for such services in an amount that shall be submitted to and
approved by the Board of Trustees of the Fund.
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 Fund 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 Fund 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 and state
blue sky qualification fees; charges of custodians and transfer and dividend
disbursing agents; certain insurance premiums; outside auditing and legal
expenses; cost of maintenance of the Fund's existence; costs attributable to
investor services, including without limitation, telephone and personnel
expenses; charges of accounting, internal auditing, and pricing of portfolio
securities for the Fund, 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 Fund and of the officers or Board of Trustees of the Fund; and any
extraordinary expenses.
8. REIMBURSEMENT TO THE FUNDS
If in any fiscal year, the aggregate expense of the Fund (including fees
pursuant to this Agreement and the Fund's investment advisory agreement, but
excluding interest, taxes, brokerage and extraordinary expenses) exceed the
expense limitations of any state having jurisdiction over the Fund, the
Administrator will reduce its fees or reimburse the Fund for such excess expense
in the same proportion as its administration fee bears to the Fund's combined
fee for investment advice and administration. The expense reimbursement
obligation of the Administrator will be limited to the amount of its fees
received pursuant to this Agreement. Such fee reduction or reimbursement, if
any, will be estimated, reconciled and paid on a monthly basis.
9. STANDARD OF CARE
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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 Fund's 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 Fund or to its 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 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 Fund.
10. DURATION AND TERMINATION
This Agreement shall continue in effect unless sooner terminated as provided
herein, for two years from the date hereof ("Initial Term") 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 Fund, including
a majority of the Board of Trustees who are not "interested persons" (as defined
in the ▇▇▇▇ ▇▇▇) 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 Fund or by vote of holders of a majority of the Fund's shares, or upon 90
days' written notice by the Administrator.
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11. SERVICE TO OTHER COMPANIES OR ACCOUNTS
The administrative services of the Administrator to the Fund 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 Fund) and to engage in other activities, so
long as it services hereunder are not impaired thereby.
12. ASSIGNMENT
This Agreement may be assigned by either party only upon the prior written
consent of the other party.
13. 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 Fund 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 Fund. Notices of any kind to be given to the Fund by the Administrator
shall be in writing and shall be duly given if mailed or delivered to Two
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address or to
such individual as shall be specified by the Fund to the Administrator.
(g) The Administrator and the Fund each agree that the name "Northstar
Advantage" is proprietary to, and a property right of, the Administrator. The
Fund agrees and consents that (i) it will only use the name "Northstar
Advantage" as part of its name and for no other purpose, (ii) it will not
purport to grant any third party the right to use the name "Northstar Advantage"
and (iii) upon the termination of this Agreement, the Fund shall, upon the
request of the Administrator, cease to use the name "Northstar Advantage," 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) A copy of the Declaration of Trust establishing the Fund 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 Advantage Strategic Income Fund" 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 Fund 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 Fund, but the Fund 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 ADVANTAGE ______ NORTHSTAR ADMINISTRATORS
FUND CORP.
By: By:
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President Executive Vice President
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