ADMINISTRATIVE AGREEMENT
THIS AGREEMENT is made this 6th day of May, 1992 by and between PATRIOT
PREMIUM DIVIDEND FUND II, a Massachusetts business trust (the "Fund"), and ▇▇▇▇
▇▇▇▇▇▇▇ Advisers, Inc., a corporation organized under the laws of the State of
Delaware (the "Administrator"). The parties hereto intending so to be legally
bound, agree with each other as follows:
1. SERVICES RENDERED BY THE ADMINISTRATOR
The Administrator, subject to the control, direction and supervision of
the Fund's trustees and in conformity with applicable laws, the Fund's Agreement
and Declaration of Trust, By-Laws, and Registration Statements, shall furnish
the services of such members of its organization as may be duly elected officers
of the Fund and shall supervise and manage the provision of custodial, auditing,
valuation, bookkeeping, legal, stock transfer and dividend disbursing services,
and such other, similar operational activities as may benefit the Fund and its
shareholders and shall, in addition, provide public relations activities for the
Fund, including communications with shareholders as may benefit the Fund and its
shareholders. The Fund hereby engages the Administrator to provide it with such
services.
The Administrator shall furnish to the Fund office space, facilities,
equipment and personnel adequate to provide the services described in the
foregoing paragraph and shall be reimbursed by the Fund for the total costs of
such services.
2. EXPENSES TO BE PAID BY THE FUND
Except as otherwise agreed, or as otherwise provided herein, the Fund
shall pay, or arrange for others to pay, all its expenses other than those
expressly stated to be payable by the Administrator pursuant to this Agreement
and the Investment Advisory Agreement of even date herewith, which expenses
payable by the Fund shall include: (i) interest and taxes; (ii) brokerage
commissions and other costs in connection with the purchase and sale of
portfolio investments; (iii) compensation of its trustees and officers other
than those who are affiliated persons of the Administrator; (iv) fees of outside
counsel to and of independent accountants of the Fund selected by the Board of
Trustees; (v) custodian, transfer agent, and dividend disbursing agent fees and
expenses; (vi) expenses related to the repurchase or redemption of its shares;
(vii) expenses related to the issuance of its shares against payment therefor by
or on behalf of the subscribers thereto; (viii) fees and related expenses of
registering and qualifying the Fund and its 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 Fund; (x) all other expenses incidental to holding meetings of
the Fund's shareholders including proxy solicitations therefor; (xi) expenses
for servicing accounts (including the provision of accounting and tax
information to shareholders); (xii) insurance premiums for fidelity coverage,
errors and omissions insurance and officers and directors insurance; (xiii) dues
for the Fund's membership in trade associations approved by the Board of
Trustees; and (xiv) such nonrecurring expenses as may arise, including those
associated with actions, suits, or proceedings to which the Fund is a party and
arising from any legal obligation which the Fund may have to indemnify its
officers and trustees with respect thereto. To the extent that any of the
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foregoing expenses are allocated between the Fund and any other party, such
allocations shall be pursuant to methods approved by the trustees.
3. ROLE OF ADMINISTRATOR
The Administrator, and any person controlled by or under common control
with the Administrator, shall be free to render similar services to others and
engage in other activities, so long as the services rendered to the Fund are not
impaired.
Except as otherwise agreed, 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
subject to liability to the Fund, or to any partner or security holder of the
Fund, for any act or omission in the course of, or connected with, rendering
services hereunder.
4. COMPENSATION OF THE ADMINISTRATOR BY THE FUND
The Fund shall reimburse the Administrator for its total "cost," as that
term is more fully described herein. The "cost" of services provided to the Fund
hereunder shall be deemed to include both the relevant direct expenditures by
the Administrator (including the cost of goods and services obtained from
others) and the related overhead costs, such as depreciation, interest, employee
supervision, rent and like costs. Such reimbursement shall be payable for each
calendar month as soon as practicable after the end of that month. To the extent
that any of the foregoing costs are allocated between the Fund and other
activities of the Administrator, such costs will be allocated on the basis of
reasonable approximations, provided the Board of Trustees of the Fund, including
a majority of the trustees who are not interested persons of the Fund, approve
the basis upon which such allocations are made.
5. DURATION OF AGREEMENT
This Agreement shall become effective on the date hereof and shall
continue in force from year to year thereafter, but only so long as such
continuance is approved at least annually by the vote of a majority of the
Fund's trustees who are not parties to this Agreement or interested persons of
any such parties, cast in person at a meeting called for the purpose of voting
on such approval, and by a vote of a majority of the Fund's trustees or the
holders of a majority of the Fund's outstanding voting securities.
This Agreement shall terminate automatically in the event of its
assignment. This Agreement may be terminated at any time by the Fund's trustees,
by vote of the holders of a majority of the Fund's outstanding voting
securities, or by the Administrator, on not more than sixty (60) days', nor less
than thirty (30) days' written notice, or upon such shorter notice as may be
mutually agreed upon. Such termination shall be without payment of any penalty.
6. LIMITATION OF LIABILITY OF TRUSTEES AND SHAREHOLDERS
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this written instrument is executed on behalf of the trustees of the
Fund as trustees and not individually and that the obligations of or arising out
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of this instrument are not binding upon any of the trustees or shareholders
individually but are binding only upon the assets and property of the Fund.
7. MISCELLANEOUS PROVISIONs
For the purposes of this Agreement, the terms "affiliated person,"
"assignment," "interested person," and "majority of the outstanding voting
securities" shall have their respective meanings defined in the Investment
Company Act of 1940 and the Rules and Regulations thereunder, subject, however,
to such exemptions as may be granted to either the Administrator or the Fund by
the Securities and Exchange Commission, or such interpretive positions as may be
taken by the Commission or its staff under said Act.
IN WITNESS WHEREOF, the parties hereto each have caused this Agreement to
be signed in duplicate on its behalf by its duly authorized officer on the above
date.
PATRIOT PREMIUM DIVIDEND FUND II
By /s/▇▇▇▇▇▇ ▇. St. Pierre
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Vice President
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, INC.
By /s/▇▇▇▇ ▇. ▇▇▇▇▇
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Vice President
