ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of the ___th day of ___________, 199__,
between NORTH AMERICAN SENIOR FLOATING RATE FUND, INC., a Maryland corporation
(the "Fund"), and CYPRESSTREE ASSET MANAGEMENT CORPORATION, INC., a Delaware
corporation ("CAM").
WHEREAS, the Fund is registered with the Securities and Exchange Commission
as a closed-end management investment company under the Investment Company Act
of 1940, as amended ("1940 Act").
WHEREAS, the Fund desires to retain CAM as administrator to furnish certain
administrative services to the Fund, and CAM is willing to furnish these
services;
NOW THEREFORE, the parties agree as follows:
1. APPOINTMENT
The Fund appoints CAM as administrator of the Fund for the period and on
the terms set forth in this Administration Agreement. CAM accepts this
appointment and agrees to render the services set forth in this Administration
Agreement, for the compensation provided in this Administration Agreement.
2. DUTIES AS ADMINISTRATOR
CAM will perform the following administrative duties, subject to the
supervision of the Fund's Board of Directors ("Board").
a. CAM will authorize expenditures and approve bills for payment on behalf of
the Fund.
b. CAM will provide assistance in connection with meetings of the Directors
and shareholders of the Fund.
c. CAM will provide administrative services in connection with the Fund's
repurchase offers, including arrangement for preparation and dissemination
of notification to shareholders of upcoming repurchase offers, and the
Fund's complying with the procedural and other requirements of Securities
and Exchange Commission Rule 23c-3.
d. CAM will prepare all annual, semi-annual and other reports required to be
sent to Fund shareholders, and arrange for the printing and dissemination
of such reports to shareholders.
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e. CAM will prepare and arrange for the filing of all reports, forms,
registration statements, and documents required to be filed by the Fund
with the Securities and Exchange Commission ("SEC").
f. CAM will review the provision of services by the Fund's independent
accountants, including but not limited to the preparation by such
accountants of audited financial statements of the Fund and the Fund's
federal, state and local tax returns, and make such reports and
recommendations to the Directors of the Fund concerning the performance of
the independent accountants as the Directors deem appropriate.
g. CAM will arrange for the filing with the appropriate authorities of all
required federal, state and local tax returns.
h. CAM will arrange for the dissemination to shareholders of the Fund's proxy
materials.
i. CAM will review and supervise the valuation of such portfolio investments
and other assets of the Fund as may be designated by the Board (subject to
any guidelines, directions and instructions of the Board) and review and
supervise the calculation of net asset value of the Fund's shares by the
fund accounting agent.
j. CAM will arrange for the preparation of all advertisements and promotional
material relating to the continuous offering of the Fund's shares, and all
communications by the Fund to its shareholders.
k. CAM will arrange for the preparation and filing of all reports, forms and
documents required to be filed by the Fund with state securities
administrators or Blue Sky authorities, or other appropriate state or
federal regulatory authorities.
l. CAM will monitor the Fund's compliance with (1) the 1940 Act and other
federal securities laws and the regulations under any federal securities
laws; (2) state and foreign laws and regulations applicable to the
operation of investment companies; (3) the Fund's investment objectives,
policies and restrictions, and (4) the Code of Ethics and other policies
adopted by the Fund's Board of Directors or by the Fund's investment
adviser or subadviser and applicable to the Fund.
m. CAM will perform calculations in connection with distribution of income and
capital gains by the Fund, prepare and arrange for printing of notices to
shareholders regarding such distributions, and provide the Fund's transfer
and dividend disbursing agent and custodian with such information as is
required for such parties to effect the payment of distributions and to
implement the Fund's dividend reinvestment plan.
n. CAM will negotiate terms and conditions for provision of services from,
maintain liaison with and oversee the various agents and other persons
employed by the Fund
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(including the Fund's transfer agent, custodian, fund accounting agent,
independent accountants and legal counsel) and assist in the coordination
of their activities on behalf of the Fund. Fees and expenses of such agents
and other persons will be paid by the Fund.
o. CAM will provide customer support services to wholesalers, broker-dealers,
representatives, and shareholders.
p. CAM will establish the accounting policies of the Fund, assist in the
reconciliation of accounting issues that may arise with respect to the
Fund's operations, and consult with the Fund's independent accountants,
legal counsel, and other agents in connection therewith.
q. CAM will not be responsible for providing investment advisory services to
the Fund under this Agreement.
3. FURTHER DUTIES
In all matters relating to the performance of this Administration
Agreement, CAM will act in conformity with the Articles of Incorporation,
By-Laws and Registration Statement of the Fund and with the instructions and
directions of the Board and will comply with the requirements of the 1940 Act,
the rules under the 1940 Act, and all other applicable federal and state laws
and regulations.
4. DELEGATION OF CAM'S DUTIES AS ADMINISTRATOR
With respect to the Fund, CAM may enter into one or more agreements
("Sub-Administration Agreement") with a sub-administrator in which CAM delegates
to a sub-administrator the performance of any or all of the services specified
in Paragraphs 2 and 3 of this Administration Agreement, provided that (i) each
Sub-Administration Agreement imposes on the sub-administrator all the duties and
conditions to which CAM is subject with respect to the delegated services under
Paragraphs 2 and 3 of this Administration Agreement; (ii) each
Sub-Administration Agreement meets all requirements of the 1940 Act and rules
under the 1940 Act; and (iii) CAM will not enter into a Sub-Administration
Agreement unless it is approved by the Directors of the Fund before
implementation.
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5. SERVICES NOT EXCLUSIVE
The services furnished by CAM under this Administration Agreement are not
to be deemed exclusive and CAM is free to furnish similar services to others so
long as its services under this Administration Agreement are not impaired.
Nothing in this Administration Agreement shall limit or restrict the right of
any director, officer or employee of CAM, who may also be a Director, officer or
employee of the Fund, to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
6. EXPENSES
a. During the term of this Administration Agreement, the Fund will bear all
expenses incurred in its operations which are not specifically assumed by
CAM.
b. Expenses borne by the Fund will include but not be limited to the
following: (i) the cost (including brokerage commissions, if any) of
securities purchased or sold by the Fund and any losses incurred in
connection with securities transactions; (ii) fees payable to and expenses
incurred on behalf of the Fund by CAM under this Administration Agreement;
(iii) expenses of organizing the Fund and continuing its existence; (iv)
filing fees and expenses relating to the registration and qualification of
the Fund's shares under federal and/or state securities laws and
registration of the Fund under the Investment Company Act and maintaining
such registrations and qualifications; (v) fees and salaries payable to the
Fund's Directors who are not parties to this Administration Agreement or
interested persons of any party ("Independent Directors"); (vi) all
expenses incurred in connection with the Independent Directors' services,
including travel expenses; (vii) taxes (including any income or franchise
taxes) and governmental fees; (viii) costs of any liability, uncollectible
items of deposit and other insurance and fidelity bonds; (ix) any costs,
expenses or losses arising out of a liability of or claim for damages or
other relief asserted against the Fund for violation of any law; (x) legal,
accounting and auditing expenses, including legal fees of special counsel
for the Independent Directors; (xi) charges of custodians, transfer agents,
pricing agents and other agents; (xii) costs of preparing share
certificates; (xiii) expenses of setting in type, printing, distributing,
and mailing prospectuses and supplements to prospectuses, statements of
additional information, reports, proxy materials and notifications of
repurchase offers to existing shareholders; (xiv) any extraordinary
expenses (including fees and disbursements of counsel, costs of actions,
suits or proceedings to which the Fund is a party and the expenses the Fund
may incur as a result of its legal obligation to provide indemnification to
its officers, Directors, employees and agents) incurred by the Fund; (xv)
fees, voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (xvi) costs of mailing and
tabulating proxies and costs of meetings of shareholders, the Board and any
committees of the Board; (xvii) the cost of investment company literature
and other
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publications provided by the Fund to its Directors and officers; and
(xviii) costs of mailing, stationery and communications equipment; (xix)
expenses of issue, sale, repurchase and redemption (if any) of shares of
the Fund, including all expenses of repurchase offers; (xx) expenses of
reports to governmental offices and commissions; and (xxi) expenses of
pricing and valuation services employed by the Fund.
c. The payment or assumption by CAM of any expense of the Fund that CAM is not
required by this Administration Agreement to pay or assume will not
obligate CAM to pay or assume the same or any similar expense of the Fund
on any subsequent occasion.
7. COMPENSATION
a. For the services provided under this Administration Agreement, the Fund
will pay to CAM a fee, computed daily and paid monthly, on or before the
last business day of the month, at the annualized rate of 0.40% of the
Fund's average daily net assets. In calculating the net assets of the Fund
for purposes of this computation, all liabilities of the Fund shall be
deducted from gross assets except the principal amount of any indebtedness
for money borrowed including debt securities issued by the Fund.
b. If this Administration Agreement becomes effective or terminates before the
end of any month, the fee for the period from the effective date to the end
of the month or from the beginning of the month to the date of termination,
as the case may be, will be prorated according to the proportion which that
period bears to the full month in which effectiveness or termination
occurs.
c. From time to time, CAM may waive all or a portion of its fees provided for
under this Administration Agreement.
d. On the investment of substantially all of the Fund's assets in another
investment company with substantially the same investment objective,
policies, and restrictions as the Fund, the Fund will pay to CAM a fee,
computed daily and paid monthly, on or before the last business day of the
month, at the annualized rate of 0.40% the average daily net assets of such
other investment company that throughout the month is attributable to the
Fund's interest in the other investment company. In calculating the net
assets of the other investment company for purposes of this computation,
all liabilities of the other investment company will be deducted from gross
assets except the principal amount of any indebtedness for money borrowed
including debt securities issued by the other investment company.
8. LIMITATION OF LIABILITY OF CAM AND INDEMNIFICATION
Neither CAM nor any of its officers, directors, or employees, nor any
person
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performing executive, administrative, or other functions for the Fund (at
the direction or request of the CAM) or CAM in connection with CAM's
discharge of its obligations undertaken or reasonably assumed with respect
to this Agreement, shall be liable for any error of judgment or mistake of
law or any loss suffered by the Fund in connection with the matters to
which this Administration Agreement relates except, for loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of
its or his or her duties on behalf of the Fund or from reckless disregard
by CAM or any such person of the duties of CAM under this Administration
Agreement.
9. DURATION AND TERMINATION
a. This Administration Agreement will become effective on the date first
written above, provided that this Administration Agreement will not take
effect with respect to the Fund unless it has first been approved (i) by a
vote of a majority of the Independent Directors, and (ii) by vote of a
majority of the Fund's outstanding voting securities.
b. Unless sooner terminated as provided in this Administration Agreement, this
Administration Agreement will continue in effect for two years from the
date of execution, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually (i) by a vote
of a majority of the Independent Directors, and (ii) by the Board or by
vote of a majority of the outstanding voting securities of the Fund.
c. Notwithstanding the foregoing, with respect to the Fund this Administration
Agreement may be terminated at any time, without the payment of any
penalty, by the Directors of the Fund or by a vote of a majority of the
outstanding voting securities of the Fund on sixty days' written notice to
CAM, or by CAM at any time, without the payment of any penalty, on sixty
days' written notice to the Fund. This Administration Agreement will
automatically terminate in the event of its assignment.
10. AMENDMENT
This Agreement may be amended by an instrument in writing signed by both
parties provided that no amendment to this Agreement shall be effective until
approved by the vote of a majority of those Directors of the Fund who are not
interested persons of CAM or the Fund.
11. GOVERNING LAW
This Administration Agreement will be construed in accordance
with the laws of the Commonwealth of Massachusetts and the 1940 Act. To the
extent that the applicable laws of the Commonwealth of Massachusetts conflict
with the applicable provisions of the 1940 Act, the latter will control.
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12. MISCELLANEOUS
a. The captions in this Administration Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions of
this Administration Agreement or otherwise affect their construction or
effect.
b. If any provision of this Administration Agreement is held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Administration Agreement will not be affected.
c. This Administration Agreement will be binding upon and will inure to the
benefit of the parties to this Administration Agreement and their
respective successors.
d. As used in this Administration Agreement, the terms "majority of the
outstanding voting securities," "interested person," "assignment,"
"broker," "dealer," "investment adviser," "prospectus," "sale," "sell" and
"security" have the same meaning as given those terms in the 1940 Act,
subject to any exemption granted by the Commission by any rule, regulation
or order.
e. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Administration Agreement is made less restrictive by a
rule, regulation or order of the Commission, whether of special or general
application, that provision will be deemed to incorporate the effect of the
rule, regulation or order.
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IN WITNESS WHEREOF, the parties to this Administration Agreement have
caused this instrument to be executed by their officers designated as of the day
and year first above written.
NORTH AMERICAN SENIOR FLOATING
RATE FUND, INC.
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By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
CYPRESSTREE ASSET
MANAGEMENT CORPORATION, INC.
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Vice President
