EXHIBIT 9
NORTHSTAR TRUST
ADMINISTRATIVE SERVICES AGREEMENT
AS AMENDED NOVEMBER 8, 1997
Agreement made this 8th day of November, 1993, and amended and restated
on this 8th day of November, 1997, between Northstar Trust (the "Trust") on
behalf of Northstar Income and Growth Fund, Northstar High Total Return Fund,
Northstar Growth + Value Fund, Northstar High Total Return Fund II, Northstar
International Value Fund and Northstar Emerging Markets Fund (each a "Fund,"
collectively the "Funds"), and Northstar Administrators Corporation (the
"Administrator").
WHEREAS, the Trust is a Massachusetts business trust authorized to
issue shares in series and is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and the Funds are series of the Trust; and
WHEREAS, Northstar Investment Management Corporation (the "Adviser")
serves as investment adviser to the Funds, and the Trust wishes to retain the
Administrator to render administrative and other services to the Funds, and the
Administrator is willing to render such services to the Funds;
I. in consideration of the premises, promises and mutual covenants herein
contained, it is agreed between the parties as follows:
1. APPOINTMENT
The Trust hereby appoints the Administrator to serve as administrator
to the Funds 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 Trust, the Administrator will (a) assist in
supervising all aspects of the Funds' operations except those
performed by the Funds' Adviser under its investment advisory
agreement; (b) furnish such 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 Trust of such
books and records of the Funds as may be required by
applicable federal or state law; (d) perform all corporate
secretarial functions on behalf of the Funds; (e) provide the
Funds 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 Funds; (g) prepare and arrange for the
printing, filing and distribution of prospectuses, proxy
materials, and periodic reports to the shareholders of the
Funds as required by applicable law; (h) prepare or supervise
the preparation by third parties approved by the Trust of all
federal, state, and local tax returns and reports of the Funds
required by applicable law; (i) prepare, update, and arrange
the filing of the Funds' registration statement and amendments
thereto and other documents as the Securities and Exchange
Commission (the "Commission") and other federal regulatory
authorities may require by applicable law, and oversee
compliance under all state regulatory requirements to which
the Funds are subject; (j) render to the Board of Trustees of
the Trust such periodic and special reports respecting the
Funds as the Board may reasonably request; (k) arrange,
assemble information and reports for, and attend meetings of
the Trustees and the shareholders of the Funds; (l) maintain a
fidelity bond as required under the 1940 Act for the Trust and
liability insurance for the Trustees and officers of the
Trust; and (m) make available its officers and employees to
the Board of Trustees and officers of the Trust for
consultation and discussions regarding the administration of
the Funds.
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 Funds; and (c) assist broker-dealers in
servicing shareholder accounts, including processing broker
wire orders for purchases of shares of the Funds.
C. PERFORMANCE OF DUTIES
The Administrator, at its discretion, may enter into contracts
with third parties for the performance 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 wit
the Registration Statement, as amended, of the Funds and with
the instructions and directions of the Board of Trustees of
the Trust 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 Trust 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 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 Trust and each 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 Trust and shares
of beneficial interest of each Fund and all
amendments thereto.;
(e) Notification of Registration of the Trust
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 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 Trust and/or the
Funds 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 Trust
and/or the Funds are property of the Trust and/or the Funds. The Administrator
will surrender promptly to
the Trust and/or the Funds any such records upon either the Trust's or 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
In consideration of the services rendered pursuant to Section 2.A. of this
Agreement, the Funds will pay the Administrator a fee, computed and accrued
daily and payable monthly, at an annual rate of 0.10% of each Fund's average
daily net assets. For the purpose of determining fees payable to the
Administrator, the value of a Fund's average daily net assets shall be computed
at the times and in the manner specified in the Prospectus and Statement of
Additional Information of the Fund as from time to time in effect.
In consideration of the services rendered pursuant to Section 2.B. of this
Agreement, the Administrator shall receive a fee of $5.00 per year per account
of each beneficial holder of shares in a Fund, which shall be payable no later
than January 31 of the following year.
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 Funds 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 Funds will bear certain other expenses to be incurred in their
operation, including: taxes, interest, brokerage fees and commissions, if any;
charges of custodians and transfer and dividend disbursing agents; certain
insurance premiums; outside auditing and legal expenses; cost of maintenance of
the Funds' existence; cost attributable to investor services, including without
limitation, telephone and personnel expenses; charges of accounting, internal
auditing, and pricing of portfolio securities for the Funds, including the
charges of an independent pricing service; costs of preparing and printing
prospectuses and statement of additional information for regulatory purposes and
for distribution to existing shareholders; costs of shareholders' reports and
meeting of the shareholders of the Funds and of the officers or the Board of
Trustees of the Trust; and any extraordinary expenses.
8. STANDARD OF CARE
The Administrator shall exercise its best judgment in rendering the services
under this Agreement. The Administrator shall not be liable for any error or
judgment or mistake of law or for any loss suffered by the Funds or the Funds'
shareholders in connection with the matter to which this Agreement relates,
provided that nothing herein shall be deemed to protect or purport to protect
the Administrator against liability to the Funds or to their 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 the Administrator's reckless disregard of its obligations
and duties under this
Agreement. As used in this Section 8, the term "Administrator" shall include any
officers, directors, employees, or other affiliates of the Administrator
performing services with respect to the Funds.
9. DURATION AND TERMINATION
This Agreement shall continue in effect unless sooner terminated as provided
herein, for two years from the date hereof 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 Trust, 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 Trust or by
vote of holders of a majority of the Funds' shares, or upon 90 days' written
notice by the Administrator.
10. SERVICE TO OTHER COMPANIES OR ACCOUNTS
The administrative services of the Administrator to the Funds 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 objective and
policies are similar to those of the Funds) and to engage in other activities,
so long as its services hereunder are not impaired thereby.
11. ASSIGNMENT
This Agreement may be assigned by either party only upon the prior written
consent of the other party.
12. 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 defined, 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 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 valid 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
Trust shall be in writing and shall 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 Trust.
(g) The Administrator, the Trust and the Funds each agree that the
name "Northstar" is proprietary to, and a property right of,
the Administrator. The Trust and the Funds agree and consent
that (i) each will only use the name "Northstar" as part of
its name and for no other purpose, (ii) each will not purport
to grant any third party the right to use the name "Northstar"
and (iii) upon the termination of this Agreement, the Trust
and the Funds shall, upon the request of the Administrator,
cease to use the name "Northstar," 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) The Declaration of Trust, establishing the Trust, dated August
18, 1993, a copy of 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 Trust" 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 Trust and/or the Funds 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 Trust, but the
Trust property only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year set forth
above.
Attest: NORTHSTAR TRUST
By:_________________________________ By:_________________________________
Attest: NORTHSTAR ADMINISTRATORS
CORPORATION
By:_________________________________ By:_________________________________