Exhibit 2(k)(1)
THE HIGH YIELD PLUS FUND, INC.
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made this 15th day of April, 1998 between
THE HIGH YIELD PLUS FUND, INC., a Maryland corporation (the "Fund"), and
PRUDENTIAL MUTUAL FUND MANAGEMENT, INC., a Delaware corporation (the
"Administration").
W I T N E S S E T H :
WHEREAS, the Fund is a diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Fund has retained an investment adviser for the purpose
of rendering investment management services and desires to retain the
Administrator for certain administrative services, and the Administrator is
willing to furnish such administrative services on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Administrator to provide the
services set forth below, subject to the overall supervision of the Board of
Directors of the Fund as implemented by the Fund's investment adviser pursuant
to the terms of the Investment Advisory Agreement between the Fund and said
investment adviser, for the period and on the terms set forth in this Agreement.
The Administrator hereby accepts such appointment and agrees during such period
to render the services herein described and to assume the obligations set forth
herein, for the compensation herein provided.
2. Subject to the supervision of the Board of Directors and
officers of the Fund, the Administrator shall provide facilities for meetings of
the Board of Directors and shareholders of the Fund and office facilities and
personnel to assist the Fund's officers and investment adviser in the
performance of the following services:
(a) oversee the determination and publication of the Fund's net
asset value in accordance with the Fund's policy as adopted from
time to time by the Board of Directors;
(b) oversee the maintenance of the books and records of the Fund
required under Rule 31a-1(b)(4) under the Investment Company Act;
(c) arrange for bank or other borrowing by the Fund, pursuant to the
investment adviser's determination of the timing, amount and terms
of any such borrowing;
(d) prepare the Fund's federal, state and local income tax returns;
(e) prepare the financial information for the Fund's proxy
statements and quarterly and annual reports to shareholders;
(f) pre pare the Fund's periodic financial and other reports to the
Securities and Exchange Commission; and
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(g) respond to or refer to the Fund's officers or transfer agent
shareholder inquiries relating to the Fund.
All services to be furnished by the Administrator under this Agreement may be
furnished through the medium of any directors, officers or employees of the
Administrator.
Each party shall bear all its own expenses incurred in connection
with this Agreement.
3. The Fund will pay the Administrator a monthly fee at the annual
rate of .20% of the Fund's average net assets, based on the average weekly net
asset value.
4. The Administrator assumes no responsibility under this Agreement
other than to render the services called for hereunder, and specifically assumes
no responsibilities for investment advice or the investment or reinvestment of
the Fund's assets.
5. The Administrator shall not be liable for any error of judgment
or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of, or from reckless
disregard by it of its obligations and duties under, this Agreement.
6. This Agreement shall become effective as of the date first
written above and shall thereafter continue in effect unless terminated as
herein provided. This Agreement may be terminated by either party hereto
(without penalty) at any time upon not less than 60 days; prior written notice
to the other party hereto.
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7. The services of the Administrator to the Fund hereunder are not
exclusive and nothing in this Agreement shall limit or restrict the right of the
Administrator to engage in any other business or to render services of any kind
to any other corporation, firm, individual or association. The administrator
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
8. During the term of this Agreement, the Fund agrees to furnish
the Administrator at the principal office of the Administrator prior to use
thereof all prospectuses, proxy statements, reports to shareholders, or other
material prepared for distribution to shareholders of the Fund or the public
that refer in any way to the Administrator, and not to use such material if the
Administrator reasonably objects in writing within five business days (or such
other time as may be mutually agreed) after receipt thereof, unless prior to
such use such material shall have been modified in a manner reasonably
satisfactory to the Administrator. In the event of termination of this
Agreement, the Fund will continue to furnish to the Administrator copies of any
of the above-mentioned materials that refer in any way to the Administrator. The
Fund shall furnish or otherwise make available to the Administrator such other
information relating to the business affairs of the Fund as the Administrator at
any time, or from time to time, reasonably requests in order to discharge its
obligations hereunder.
9. This Agreement may be amended by mutual written consent.
10. Any notice or other communication required to be given pursuant
to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Administrator at Xxx Xxxxxxx Xxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or (2) to the Fund at Xxx Xxxxxxx Xxxxx,
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Xxx Xxxx, Xxx Xxxx 00000 Attention: President; with a copy of the Fund, c/o
Wellington Management Company, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
11. This Agreement solely sets forth the agreement and
understanding of the parties hereto with respect to the matters covered hereby
and the relationship between the Fund and Prudential Mutual Fund Management,
Inc. as Administrator. Nothing in this Agreement shall govern, restrict or limit
in any way the other business dealings between the parties hereto other than as
expressly provided herein.
12. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
THE HIGH YIELD PLUS FUND, INC.
By:
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PRUDENTIAL MUTUAL FUND MANAGEMENT, INC.
By:
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