Exhibit 9.4
ADMINISTRATIVE AGREEMENT
Agreement (the "Agreement") made this 30th day of December,
1997, between Eastcliff Funds, Inc. (the "Company"), and Fiduciary
Management, Inc., a Wisconsin corporation (the "Administrator").
W I T N E S S E T H:
WHEREAS, the Company is registered with the Securities and
Exchange Commission under the Investment Company Act of 1940 (the "Act")
as an open-end management investment company consisting of multiple series
or funds; and
WHEREAS, the Company desires to retain the Administrator to
perform the following management-related services for the Eastcliff
Contrarian Value Fund (the "Fund") and the Administrator desires to
perform such services for the Fund.
NOW, THEREFORE, the Company and the Administrator do mutually
promise and agree as follows:
1. Employment. The Company employs the Administrator to be
the Administrator for the Fund for the period and on the terms set forth
in this Agreement. The Administrator hereby accepts such employment for
the compensation herein provided and agrees during such period to render
the services and to assume the obligations herein set forth.
2. Authority and Duties of the Administrator. The
Administrator shall perform the following management-related services for
the Fund:
(a) Prepare and maintain the books, accounts and other
documents specified in Rule 31a-1, under the Act in
accordance with the requirements of Rule 31a-1 and Rule
31a-2 under the Act;
(b) Calculate the Fund's net asset value in accordance with the
provisions of the Company's Restated Articles of
Incorporation, as amended, and its Registration Statement;
(c) Prepare the financial statements contained in reports to
stockholders of the Fund;
(d) Prepare reports to and filings with the Securities and
Exchange Commission (other than the Company's Registration
Statement on Form N-1A);
(e) Furnish statistical and research data, clerical, accounting
and bookkeeping services and stationery and office
supplies; and
(f) Prepare and file with the appropriate state securities
authorities required compliance filings and monitor and
maintain such state registrations; and
(g) Keep and maintain the Fund's financial accounts and
records, and generally assist in all aspects of the Fund's
operations to the extent agreed to by the Administrator and
the Company.
The Administrator shall not act, and shall not be required to
act, as an investment adviser to the Fund and shall not have any authority
to supervise the investment or reinvestment of the cash, securities or
other property comprising the Fund's assets or to determine what
securities or other property may be purchased or sold by the Fund. The
Administrator shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized,
have no authority to act for or represent the Company or the Fund in any
way or otherwise be deemed an agent of the Company or the Fund.
3. Expenses. Except as indicated below the Administrator, at
its own expense and without reimbursement from the Fund, shall furnish
office space, and all necessary office facilities, equipment and executive
personnel for performing the services required to be performed by it under
this Agreement. The Administrator shall not be required to pay any
expenses of the Fund. The expenses of the Fund's operations borne by the
Fund include by way of illustration and not limitation, directors fees
paid to those directors who are not interested persons of the Company, as
defined in the Act, the professional costs of preparing and the costs of
printing its registration statements required under the Securities Act of
1933 and the Act (and amendments thereto), the expense of registering its
shares with the Securities and Exchange Commission and in the various
states, the printing and distribution cost of prospectuses mailed to
existing shareholders, the cost of stock certificates, director and
officer liability insurance, the printing and distribution costs of
reports to stockholders, reports to government authorities and proxy
statements, interest charges, taxes, legal expenses, association
membership dues, auditing services, insurance premiums, brokerage and
other expenses connected with the execution of portfolio securities
transactions, fees and expenses of the custodian of the Fund's assets,
printing and mailing expenses and charges and expenses of dividend
disbursing agents, registrars and stock transfer agents. The Fund shall
reimburse the Administrator for its proportionate share of the Price
Waterhouse Blue 2 annual maintenance and support charge.
4. Compensation of the Administrator. For the services to be
rendered by the Administrator hereunder, the Fund shall pay to the
Administrator an administration fee, paid monthly, based on the average
net assets of the Fund, as determined by valuations made as of the close
of each business day of the month. The administration fee shall be 1/12
of 0.2% of such net assets up to and including $25,000,000, 1/12 of 0.1%
of the next $20,000,000 of daily net assets and 1/12 of 0.05% of the daily
net assets in excess of $45,000,000; provided, however, that the minimum
fee payable by the Fund shall be $20,000 annually. For any month in which
this Agreement is not in effect for the entire month, such fee shall be
reduced proportionately on the basis of the number of calendar days during
which it is in effect and the fee computed upon the net assets of the
business days during which it is so in effect. For any fiscal year, in
which this Agreement is not in effect for the entire year, the minimum fee
shall be reduced proportionately on the basis of the number of calendar
days during which it is in effect.
In addition to the above fees the Fund shall pay to the
Administrator annually a fee of $100 for each state in which shares of the
Fund are qualified for sale, a fee of $80 for each state in which the Fund
is registered as an issuer-dealer and a fee of $50 for each agent
registration maintained on behalf of the Fund, none of which fees shall be
reduced if registrations are maintained for less than an entire fiscal
year.
5. Exclusivity. The services of the Administrator to the Fund
hereunder are not to be deemed exclusive and the Administrator shall be
free to furnish similar services to others as long as the services
hereunder are not impaired thereby. During the period that this Agreement
is in effect, the Administrator shall be the Fund's sole administrator.
6. Liability. 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 shareholder of the Fund for any
act or omission in the course of, or connected with, rendering services
hereunder, or for any losses that may be sustained in the purchase,
holding or sale of any security.
7. Amendments and Termination. This Agreement may be amended
by the mutual consent of the parties. This Agreement may be terminated at
any time, without the payment of any penalty, by the board of directors of
the Company upon the giving of ninety (90) days' written notice to the
Administrator. This Agreement may be terminated by the Administrator at
any time upon the giving of ninety (90) days' written notice to the
Company. Upon termination of the Agreement the Administrator shall
deliver to the Company all books, accounts and other documents then
maintained by it pursuant to Section 2 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day first above written.
FIDUCIARY MANAGEMENT, INC.
(the "Administrator")
By:_____________________________
President
EASTCLIFF FUNDS, INC.
(the "Company")
By:_____________________________
President
December 30, 1997
Fiduciary Management, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Gentlemen:
Pursuant to Section 2(g) of the Administrative Agreement dated
December 30, 1997 you are hereby authorized to perform the following
ministerial services in connection with the Eastcliff Contrarian Value
Fund (the "Fund") investments in commercial paper master notes and
repurchase agreements purchased through Firstar Trust Co. Prior to 10:30
a.m. on each day the New York Stock Exchange is open for trading you will
review the activity account statement for the Fund for the previous
business day provided to you by Firstar Trust Co. and a list of the
securities transactions to be settled by the Fund on such date. Such list
of securities transactions will be compiled by you from information
supplied to you by the Fund's investment adviser.
After reviewing such list and statement you will subtract [the sum
obtained by adding (the purchase price and related commissions and
expenses to be paid by the Fund in connection with all purchases of
securities by the Fund to be settled on such date) to (the amounts to be
paid to honor redemption requests, if any, received by Firstar Trust Co.
on the previous business day)] from [the sum obtained by adding (the
proceeds to be received from all sales of securities of the Fund to be
settled on such date) to (the amounts received pursuant to all purchase
orders, if any, received by Firstar Trust Co. on the previous business
day)].
The Fund's investment adviser has determined that if the result of
such subtraction is a positive number, the remainder shall be invested to
the extent allowed by the Fund's prospectus in the commercial paper master
notes or repurchase agreements then offered by Firstar Trust Co. bearing
the highest rates of interest. In the event that one or more commercial
paper master notes bear the same rate of interest, the order of preference
in investing shall be based on the assets of the issuers, with the issuer
having the most assets being given the highest preference. Investments in
the commercial paper master notes of any issuer may not exceed 5% of such
Fund's total assets on the date of purchase.
The Fund's investment adviser has determined that if the result of
such subtractions is a negative number, the deficiency shall be obtained
by selling the commercial paper master notes or repurchase agreement then
held by the Fund bearing the lowest rates of interest. In the event that
one or more commercial paper master notes bear the same rate of interest,
the order of preference in selling shall be the inverse of the order set
forth in the preceding paragraph.
You are instructed to notify Firstar Trust Co. each day prior to
10:30 a.m. of the commercial paper master notes or repurchase agreement to
be purchased and sold by the Fund as determined above.
If the amount to be invested exceeds the amount which can be invested
as provided above, you will so inform the Fund's investment adviser who
will tell you how the excess should be invested.
These instructions will remain in effect unless and until you are
notified by the Fund's investment adviser to the contrary.
Very truly yours,
EASTCLIFF FUNDS, INC.
By:
President
Accepted and agreed to
FIDUCIARY MANAGEMENT, INC.
By: ____________________________
President
