ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement, dated as of March 10, 1998,
between Ladenburg ▇▇▇▇▇▇▇▇ Fund Management Inc., a corporation organized under
the laws of the State of Delaware ("LTFM"), and Ladenburg ▇▇▇▇▇▇▇▇ Asset
Management Inc., a corporation organized under the laws of the State of New York
("LTAM").
WHEREAS, LTFM acts as investment manager to ▇▇▇▇▇ Value Fund, Inc., a
corporation organized under the laws of the State of Maryland (the "Fund"), of
which ▇▇▇▇▇ Asset Management, Inc., a corporation organized under the laws of
the State of Delaware ("BAM"), is the investment adviser; and
WHEREAS, LTAM is prepared to provide LTFM with all administrative services
necessary or appropriate for the conduct of LTFM's business, subject to and in
accordance with the terms of this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Administrative Services. So long as this Agreement is in effect, LTAM
will provide to LTFM all administrative services necessary or appropriate for
the conduct of LTFM's business. Without limiting the generality of the
foregoing, LTAM shall (i) administer the business affairs of LTFM and supervise
the overall day to day operations thereof; (ii) provide LTFM will full
administrative services, including the maintenance of books and records, such as
journals, ledger accounts and other records required to be maintained in
connection with the conduct of LTFM's business; and (iii) provide LTFM with the
services of persons competent to perform such supervisory, administrative and
clerical functions as are necessary to provide effective operation of the Fund.
Nothing in this Agreement shall require LTFM to provide or pay for any service
that the Fund is obligated to pay or provide for under the terms of the Fund's
agreements with LTFM, BAM or others.
2. Additional Funds. In the event that LTFM agrees to act as investment
manager of another fund, and wishes to retain LTAM to perform administrative
services hereunder for that fund, it shall notify LTAM in writing. If LTAM is
willing to render such services, it shall notify LTFM in writing, whereupon such
fund shall become a Fund as defined herein.
3. Staffing. LTAM shall, at its own expense, maintain such staff and employ
or retain such personnel and consult with such other persons as it shall from
time to time determine to be
necessary or appropriate to the performance of its obligations under this
Agreement.
4. Information to be Made Available. LTFM shall, from time to time, furnish
or otherwise make available to LTAM such financial reports and other information
relating to the business and affairs of the Fund as LTAM may reasonably require
in order to discharge its duties and obligations under this Agreement or to
comply with any applicable law or regulation.
5. Fees. For the services to be rendered, and the expenses to be assumed by
LTAM, LTFM shall pay to LTAM, in like manner and terms, the compensation payable
by the Fund to LTFM pursuant to Section 5 of the Management Agreement, dated as
of March 10, 1998, by the Fund and LTFM (the "Management Agreement").
6. Exculpation. LTAM shall use its commercially reasonable efforts in the
performance of its administrative activities on behalf of LTFM, but in the
absence of willful misconduct, bad faith, gross negligence or reckless disregard
of its duties hereunder, LTAM shall not be liable to LTFM for any error of
judgment or mistake of law or for any act or omission by LTAM or for any losses
sustained by LTFM, the Fund or their shareholders. Nothing in this Agreement is
intended to confer any rights upon the Fund or its shareholders against LTAM.
7. Other Activities. It is understood that LTAM and its shareholders,
officers and employees may have advisory, administrative, management or other
contracts with other organizations or persons, and may have other interests and
businesses.
8. Term. This Agreement shall continue for an initial two-year term and
thereafter shall continue automatically for successive periods of one year
unless terminated by any of the parties hereto by written notice delivered to
the other parties hereto within 60 days of the expiration of the then-existing
period. In the event BAM ceases to be the investment adviser, or LTFM ceases to
be the investment manager, of the Fund, this Agreement shall automatically
terminate with respect to the Fund.
9. Amendments. This Agreement may be amended or modified by the parties
hereto in any manner by written agreement executed by each of the parties
hereto.
10. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of New York.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LADENBURG ▇▇▇▇▇▇▇▇ ASSET MANAGEMENT INC.
By:/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
LADENBURG ▇▇▇▇▇▇▇▇ FUND MANAGEMENT INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
Name:▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
3