ADMINISTRATIVE SERVICE AGREEMENT
AGREEMENT made as of the 19th of April, 1994, by and between MIMLIC
International Balanced Fund, Inc., a Minnesota corporation, having its principal
office and place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇, (the "Fund"), and The Minnesota Mutual Life Insurance Company, a
Minnesota corporation having its principal office and place of business at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ("Minnesota Mutual").
WHEREAS, the Fund desires to engage Minnesota Mutual to provide to the Fund
accounting, audit, legal and other administrative services, and Minnesota Mutual
desires to provide such services;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF MINNESOTA MUTUAL
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Minnesota Mutual, and
Minnesota Mutual hereby agrees to provide certain accounting, auditing, legal
and other administrative services to the Fund.
1.02 Minnesota Mutual agrees that it will perform such services as
are required by the Fund, including, without limitation, the following:
(a) register or qualify, and maintain the registrations or
qualifications, of the Fund and its Shares under state or other securities
laws.
(b) calculate the Fund's net asset value per Share at such times
and in such manner as specified in the Fund's current prospectus and
statement of additional information and at such other times as the parties
hereto may from time to time agree upon;
(c) upon the Fund's distribution of dividends and capital gains,
calculate the amount of such dividends and capital gains to be received per
Share and calculate the number of additional Shares to be received by each
Shareholder, other than any shareholder who has elected to receive such
dividends and capital gains in cash;
(d) prepare and maintain all accounting records required by the
Fund, including a general ledger;
(e) prepare the Fund's annual and semi-annual financial statements;
(f) prepare and file the Fund's income, excise and other tax
returns;
(g) provide audit assistance in conjunction with the Fund's
independent auditors;
(h) provide such legal services as the parties hereto may from
time to time agree upon, including without limitation preparation and filing
with the Securities and Exchange Commission of the annual or more frequent
post-effective amendments to the Fund's registration statement and the Fund's
proxy materials; and
(i) provide such other administrative services as the parties
hereto may from time to time agree upon.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and Minnesota Mutual.
Article 2 COMPENSATION FOR SERVICES
2.01 In payment for the administrative services to be performed by
Minnesota Mutual hereunder, the Fund shall pay to Minnesota Mutual a fee in
accordance with Schedule A hereto.
2.02 In addition to the fee paid under Section 2.01 above, the
Fund will reimburse Minnesota Mutual for out-of-pocket expenses or advances
incurred by Minnesota Mutual in connection with Minnesota Mutual's
performance of services hereunder.
Article 3 REPRESENTATIONS AND WARRANTIES OF MINNESOTA MUTUAL
Minnesota Mutual represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Minnesota.
3.02 It is duly qualified to carry on its business in the State of
Minnesota.
3.03 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to Minnesota Mutual that:
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4.01 It is a corporation duly organized and existing and in good
standing under the laws of Minnesota.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation and Bylaws have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is an open-end and diversified management investment
company registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
Article 5 INDEMNIFICATION
5.01 Minnesota Mutual shall not be responsible for, and the Fund
shall indemnify and hold Minnesota Mutual harmless from and against, any and
all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of Minnesota Mutual or its agents or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of
this Agreement, or which arise out of the Fund's lack of good faith,
negligence or willful misconduct or which arise out of the breach of any
representation or warranty of the Fund hereunder.
(c) The reliance on or use by Minnesota Mutual or its agents or
subcontractors of information, records and documents which (i) are received
by Minnesota Mutual or its agents or subcontractors and furnished to it by or
on behalf of the Fund, and (ii) have been prepared and/or maintained by the
Fund or any other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by Minnesota Mutual or
its agents or subcontractors of any instructions or requests of the Fund.
5.02 Minnesota Mutual shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to any action
or failure or omission to act by Minnesota Mutual as a result of Minnesota
Mutual's lack of good faith, negligence or willful misconduct.
5.03 At any time Minnesota Mutual may apply to any officer of the
Fund for instructions, and may consult with legal counsel with respect to any
matter arising in connection
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with the services to be performed by Minnesota Mutual under this Agreement, and
Minnesota Mutual and its agents or subcontractors shall not be liable and shall
be indemnified by the Fund for any action taken or omitted by it in reliance
upon such instructions or in good faith reliance upon the opinion of such
counsel. Minnesota Mutual, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided Minnesota Mutual or its agents or subcontractors by machine
readable input, telex, CRT data entry or other similar means authorized by the
Fund, and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Fund. Minnesota
Mutual, its agents and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Fund, and the proper
countersignature of any current or former transfer agent or registrar, or of a
co-transfer agent or co-registrar.
5.04 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall not
be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for
any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion, and
shall keep the other party advised with respect to all developments
concerning such claim. The party who may be required to indemnify shall have
the option to participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall in no case
confess any claim or make any compromise in any case in which the other party
may be required to indemnify it except with the other party's prior written
consent.
Article 6 COVENANTS OF THE FUND AND MINNESOTA MUTUAL
6.01 Minnesota Mutual shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, Minnesota Mutual agrees that all such
records prepared or maintained by Minnesota Mutual relating to the services
to be performed by Minnesota Mutual hereunder are the property of the Fund
and will be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
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6.02 Minnesota Mutual and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanges or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed
to any other person, except as may be required by law.
6.03 In the case of any requests or demands for the inspection of
the Shareholder records of the Fund, Minnesota Mutual will endeavor to notify
the Fund and to secure instructions from an authorized officer of the Fund as
to such inspection. Minnesota Mutual reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder records
to such person.
Article 7 EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
7.01 The effective date of this Agreement is set forth in the
first paragraph of this Agreement. Unless sooner terminated as hereinafter
provided, this Agreement shall continue in effect until the next annual
meeting of the Fund's shareholders and from year to year thereafter, but only
so long as such continuance is specifically approved at least annually by the
Board of Directors of the Fund, including the specific approval of a majority
of the directors who are not interested persons of the Fund, MIMLIC Asset
Management Company ("MIMLIC Asset"), investment adviser to the Fund, or
MIMLIC Sales Corporation ("MIMLIC Sales"), the underwriter of the Fund's
Shares, cast in person at a meeting called for the purpose of voting on such
approval.
7.02 This Agreement may be terminated at any time without the
payment of any penalty by the vote of the Board of Directors of the Fund, or
by Minnesota Mutual, upon 60 days' written notice to the other party.
Article 8 ASSIGNMENT
8.01 This Agreement shall automatically terminate in the event of
its assignment as such term is defined by the Investment Company Act of 1940,
as amended.
Article 9 AMENDMENT
9.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution
of the Board of Directors of the Fund, including a majority of the directors
who are not interested persons of the Fund, MIMLIC Asset or MIMLIC Sales,
cast in person at a meeting called for the purpose of voting on such approval.
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Article 10 MINNESOTA LAW TO APPLY
10.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of
Minnesota.
Article 11 MERGER OF AGREEMENT
11.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
Article 12 NOTICES
12.01 Any notice under this Agreement shall be in writing,
addressed, delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for receipt of such
notice.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first above
written.
MIMLIC INTERNATIONAL BALANCED FUND, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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Attest /s/ ▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Secretary
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THE MINNESOTA MUTUAL LIFE INSURANCE
COMPANY
By /s/ Bardea ▇. ▇▇▇▇▇▇▇, Second Vice President
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Attest /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Second Vice President
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MIMLIC INTERNATIONAL BALANCED FUND, INC.
SCHEDULE A
(As amended January 18, 1995 and
effective February 1, 1995)
Minnesota Mutual shall receive, as compensation for its services
pursuant to this Agreement, a monthly fee determined in accordance with the
following table:
Monthly Administrative
Services Fee
----------------------
$2,050
Said monthly fees shall be paid to Minnesota Mutual not later than
five days following the end of each calendar quarter in which said services were
rendered.
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