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EXHIBIT 99.B9(c)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT dated this 1st day of April, 1997, by and between
▇▇▇▇▇▇ TOTAL RETURN FUND, a Massachusetts business trust (the
"Fund"), and ▇▇▇▇▇▇ DISTRIBUTORS, INC., a Delaware corporation
("KDI").
In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints KDI to provide information and
administrative services for the benefit of the Fund and its
shareholders. In this regard, KDI shall appoint various broker-
dealer firms and other service or administrative firms ("Firms")
to provide related services and facilities for persons who are
investors in the Fund ("investors"). The Firms shall provide
such office space and equipment, telephone facilities, personnel
or other services as may be necessary or beneficial for providing
information and services to investors in the Fund. Such services
and assistance may include, but are not limited to, establishing
and maintaining accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding
the Fund and its special features, assistance to investors in
changing dividend and investment options, account designations
and addresses, and such other administrative services as the Fund
or KDI may reasonably request. Firms may include affiliates of
KDI. KDI may also provide some of the above services for the
Fund directly.
KDI accepts such appointment and agrees during such period to
render such services and to assume the obligations herein set
forth for the compensation herein provided. KDI shall for all
purposes herein provided be deemed to be an independent
contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
KDI, by separate agreement with the Fund, may also serve the Fund
in other capacities. In carrying out its duties and
responsibilities hereunder, KDI will appoint various Firms to
provide administrative and other services described herein
directly to or for the benefit of investors in the Fund. Such
Firms shall at all times be deemed to be independent contractors
retained by KDI and not the Fund. KDI and not the Fund will be
responsible for the payment of compensation to such Firms for
such services.
2. For the administrative services and facilities described in
Section 1, the Fund will pay to KDI at the end of each calendar
month an administrative service fee computed at an annual rate of
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up to 0.25 of 1% of the average daily net assets of the Fund
(except assets attributable to Class I Shares). The current fee
schedule is set forth as Appendix I hereto. The administrative
service fee will be calculated separately for each class of each
series of the Fund as an expense of each such class; provided,
however, no administrative service fee shall be payable with
respect to Class I Shares. For the month and year in which this
Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the
Agreement is in effect during such month and year, respectively.
The services of KDI to the Fund under this Agreement are not to
be deemed exclusive, and KDI shall be free to render similar
services or other services to others.
The net asset value for each share of the Fund shall be
calculated in accordance with the provisions of the Fund's
current prospectus. On each day when net asset value is not
calculated, the net asset value of a share of the Fund shall be
deemed to be the net asset value of such a share as of the close
of business on the last day on which such calculation was made
for the purpose of the foregoing computations.
3. The Fund shall assume and pay all charges and expenses of
its operations not specifically assumed or otherwise to be
provided by KDI under this Agreement.
4. This Agreement may be terminated at any time without the
payment of any penalty by the Fund or by KDI on sixty (60) days
written notice to the other party. Termination of this Agreement
shall not affect the right of KDI to receive payments on any
unpaid balance of the compensation described in Section 2 hereof
earned prior to such termination. This Agreement may not be
amended for any class of any series of the Fund to increase the
amount to be paid to KDI for services hereunder above .25 of 1%
of the average daily net assets of such class without the vote of
a majority of the outstanding voting securities of such class.
All material amendments to this Agreement must in any event be
approved by vote of the Board of the Fund.
5. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
6. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
7. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust and all amendments thereto,
all of which are on file with the Secretary of The Commonwealth
of Massachusetts, and the limitation of shareholder and trustee
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liability contained therein. This Agreement has been executed by
and on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations of the
Fund hereunder are not binding upon any of the trustees, officers
or shareholders of the Fund individually but are binding upon
only the assets and property of the Fund.
8. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 7 hereof which
shall be construed in accordance with the laws of The
Commonwealth of Massachusetts) the laws of the State of Illinois.
IN WITNESS WHEREOF, the Fund and KDI have caused this Agreement
to be executed as of the day and year first above written.
▇▇▇▇▇▇ TOTAL RETURN FUND ▇▇▇▇▇▇ DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President Title: President
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APPENDIX I
▇▇▇▇▇▇ TOTAL RETURN FUND
FEE SCHEDULE FOR ADMINISTRATIVE
SERVICES AGREEMENT
Pursuant to Section 2 of the Administrative Services Agreement to
which this Appendix is attached, the Fund and KDI agree that the
administrative service fee will be computed at an annual rate of
.25 of 1% (the "Fee Rate") based upon assets with respect to
which a Firm provides administrative services.
Dated: April 1, 1997
▇▇▇▇▇▇ TOTAL RETURN FUND ▇▇▇▇▇▇ DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President Title: President
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