ADMINISTRATION AGREEMENT
THIS ADMINSTRATION AGREEMENT, is made this _________ date of _______________,
2000 by and between CAPSTONE ASSET MANAGEMENT COMPANY (the "Administrator"), a
Delaware corporation having its principal place of business in Houston, Texas
and CAPSTONE CHRISTIAN VALUES FUND, INC. (the "Fund"), a Maryland corporation
having it's principal place of business in Houston, Texas, with respect to its
Series, the Christian Stewardship Bond Index Fund, the Christian Stewardship
Large Cap Equity Index Fund, the Christian Stewardship Small Cap Equity Index
Fund and the Christian Stewardship International Index Fund (the "Series").
W I T N E S S E T H
WHEREAS, the Fund intends to engage in business as a diversified open-end
management investment company and register as such under the Investment Company
Act of 1940 (the "Act"); and
WHEREAS, the Administrator is engaged in the business of rendering
administrative and supervisory services to investment companies; and
WHEREAS, the Fund desires to retain the Administrator to render supervisory and
administrative services to the Fund in connection with the Series in the manner
and on the terms hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the terms and provisions
hereinafter set forth, the parties hereto agree as follows:
1. Employment of the Administrator. The Fund hereby employs the
Administrator to perform the duties with respect to the Series set
forth in Paragraph 2 hereof for the period and on the terms
hereinafter set forth. The Administrator hereby accepts such
employment and agrees during such period to render the services herein
set forth for the compensation herein provided. The Administrator
shall for all purposes herein be deemed to be an independent
contractor and, except as expressly provided or authorized (whether
herein or otherwise), shall have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent of the Fund.
2. Duties of the Administrator. The Administrator, subject to the
direction of the Board of Directors and officers of the Fund,
undertakes to provide the following services and to assume the
following obligations:
(a) Administrative Services. The Administrator shall conduct and
manage the day-to-day operations of the Series, including (i) the
coordination of all matters relating to the functions of the
investment Adviser, custodian, transfer agent, other shareholder
service agents, accountants, attorneys and other parties
performing services or operational functions for the Series, (ii)
providing the Series, at the Administrator's expense, with
services of persons competent to perform such administrative and
clerical functions as are necessary in order to provide effective
administration of the Series, including duties in connection with
shareholder relations, reports, redemption requests and account
adjustments and the maintenance of certain books and records of
the Series, (iii) the preparation of registration statements,
prospectuses, reports, proxy solicitation materials and amendments
thereto and the furnishing of legal services to the Series except
for services provided by outside counsel to be selected by the
Board of Directors, and (iv) providing the Series, at the
Administrator's expense, with adequate office space and related
services necessary for their operations as contemplated in this
Agreement.
(b) Other Obligations and Services. The Administrator shall make its
officers and employees available to the Board of Directors and
officers of the Fund for consultation and discussions regarding
the administrative management of the Series.
3. Expenses of the Series.
(a) The Administrator. The Administrator assumes and shall pay for
maintaining the staff and personnel and shall at its own expense
provide the equipment (other than equipment used in connection
with the Series' custodial system), office space and facilities
necessary to perform its obligations under this Agreement, and
shall pay all compensation of officers of the Fund and the fees of
all directors of the Fund who are affiliated persons of the
Administrator.
(b) The Fund. The Fund and the Series assume and shall pay or shall
arrange to pay all other expenses of the Fund and the Series,
including (i) interest and taxes; (ii) brokerage commissions and
other costs in connection with the purchase and sale of portfolio
investments; (iii) compensation of its directors other than those
who are affiliated persons of the Adviser or the Administrator;
(iv) fees of outside counsel to and of independent accountants of
Series selected by the Board of Directors; (v) custodian,
registrar and transfer agent fees and expenses; (vi) expenses
related to the repurchase or redemption of the Series' shares
including expenses related to a program of periodic repurchases or
redemptions; (vii) expenses related to the issuance of the Series'
shares against payment therefor by or on behalf of the subscribers
thereto; (viii) fees and related expenses of registering and
qualifying the Series and their shares for distribution under
state and federal securities laws; (ix) expenses of printing and
mailing of registration statements, prospectuses, reports, notices
and proxy solicitation materials of the Series; (x) all other
expenses incidental to holding meetings of the shareholders of the
Series including proxy solicitations therefor; (xi) expenses for
servicing shareholder accounts; (xii) insurance premiums for
fidelity coverage and errors and omissions insurance; (xiii) dues
for membership of the Series in trade associations approved by the
Board of Directors; and (xiv) such non-recurring expenses as may
arise, including those associated with actions, suits or
proceedings arising out of the activities of the Fund or the
Series to which the Fund or the Series are a party and the legal
obligation which the Fund or the Series may have to indemnify the
officers and directors with respect thereto. To the extent that
any of the foregoing expenses are allocated among the Fund, the
Series and any other party, such allocations shall be made
pursuant to methods approved by the Board of Directors.
4. Compensation. As compensation for the services rendered, the
facilities furnished and the expenses assumed by the Administrator,
each Series shall pay to the Administrator at the end of each month a
fee at the annual rate of 0.05% of the average daily net assets of
that Series as determined and computed in accordance with the
description of the method of determination of net asset value
contained in the combined prospectus and statement of additional
information of the Series as in effect from time to time under the
Securities Act of 1933. If the Administrator shall serve for less than
any whole quarter, the compensation described in the preceding
sentence shall be prorated.
5. Activities of the Administrator. The services of the Administrator to
the Series hereunder are not to be deemed exclusive and the
Administrator shall be free to render similar services to others.
6. Liabilities of the Administrator. 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 liable to the Fund, the Series, or to any
shareholder of the Fund or the Series for any act or omission in the
course of, or in connection with, rendering services hereunder or for
any losses that may be sustained in the purchase, holding or sale of
any security.
7. Renewal. The term of this Agreement shall commence on the date hereof
and shall continue in effect until __________, 2002 or until
terminated in accordance with Paragraph 8 hereof.
8. Termination.
(a) Prior to _________, 2002, this Agreement may be terminated with
respect to one or more Series by either party only for cause and
upon 60 days' written notice to the other party. Such termination
shall be without penalty to the terminating party. For purposes of
this Paragraph 9(a), "cause" is defined as a finding made in good
faith by the Directors of the Fund or the directors of the
Administrator, as applicable, that (i) the other party has failed
on a continuing basis to perform its duties pursuant to this
Agreement in a satisfactory manner consistent with then current
industry standards and practices or (ii) the terms and provisions
of this Agreement are no longer reasonable in light of then
current industry standards and practices and the parties hereto
cannot agree on a mutually satisfactory amendment.
(b) After _________, 2000, this Agreement may be terminated with
respect to one or more Series without the payment of any penalty
(i) by the Fund on 60 days' notice to the Administrator and (ii)
by the Administrator on 90 days' written notice to the Fund.
9. Amendments. This Agreement may be amended by written agreement between
the parties at any time provided such amendment is authorized or
approved by the Board of Directors of the Fund, and in accordance with
any applicable regulatory requirements.
10. Notices. Any and all notices or other communications required or
permitted under this Agreement shall be in writing and shall be deemed
sufficient when mailed by United States certified mail, return receipt
requested, or delivered in person against receipt to the party to whom
it is to be given, at the address of such party set forth below:
If to the Administrator:
Capstone Asset Management Company
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If to the Fund:
Capstone Christian Values Fund, Inc.
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or to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 10.
11. Severability. If any provision of this Agreement is invalid, illegal
or unenforceable, the balance of this Agreement shall remain in full
force and effect and this Agreement shall be construed in all respects
as if such invalid, illegal or unenforceable provision were omitted.
12. Headings. Any paragraph headings in this Agreement are for convenience
of reference only, and shall be given no effect in the construction or
interpretation of this Agreement or any provisions thereof.
13. Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, and
which together shall constitute but one and the same instrument.
14. Governing Law. This Agreement shall be subject to the laws of the
State of Texas, and shall be interpreted and construed to further and
promote the operation of the Fund, including the Series, as a
diversified open-end management company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the date first written above.
CAPSTONE CHRISTIAN VALUES FUND, INC.
By ________________________________
Name:
Title:
CAPSTONE ASSET MANAGEMENT COMPANY
By ________________________________
Name:
Title: