THE NON-U.S. EQUITY PORTFOLIO
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, dated as of September 24, 1993 by and between
The Non-U.S. Equity Portfolio, a New York trust (the "Portfolio"), and
Signature Broker-Dealer Services, Inc., a Delaware corporation (the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Portfolio is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Portfolio wishes to engage the Administrator to provide
certain administrative and management services, and the Administrator is willing
to provide such administrative and management services to the Portfolio, on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. DUTIES OF THE ADMINISTRATOR. Subject to the general direction and
control of the Board of Trustees of the Portfolio, the Administrator shall
perform such administrative and management services as may from time to time be
reasonably requested by the Portfolio, which shall include without limitation:
(a) providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Portfolio and for performing the
administrative and management functions herein set forth; (b) arranging, if
desired by the Portfolio, for Directors, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Portfolio if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law; (c) preparing and, if applicable, filing
all documents required for compliance by the Portfolio with applicable laws and
regulations, including registration statements, registration fee filings,
semi-annual and annual reports to investors, proxy statements and tax returns;
(d) preparation of agendas and supporting documents for and minutes of meetings
of Trustees, committees of Trustees and investors; and (e) maintaining books and
records of the Portfolio. In the performance of its duties under this Agreement,
the Administrator will comply with the provisions of the Declaration of Trust
and ByLaws of the Portfolio and the Portfolio's stated investment objective,
policies and restrictions, and will use its best efforts to safeguard and
promote the welfare of the
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Portfolio, and to comply with other policies which the Board of Trustees may
from time to time determine. Notwithstanding the foregoing, the Administrator
shall not be deemed to have assumed any duties with respect to, and shall not be
responsible for, the management of the Portfolio's assets or the rendering of
investment advice and supervision with respect thereto, nor shall the
Administrator be deemed to have assumed or have any responsibility with respect
to functions specifically assumed by any transfer agent or custodian of the
Portfolio.
2. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-
3 under the 1940 Act, the Administrator hereby agrees that all records which it
maintains for the Portfolio are the property of the Portfolio and further agrees
to surrender promptly to the Portfolio any such records upon the Portfolio's
request.
3. ALLOCATION OF CHARGES AND EXPENSES. The Administrator shall pay the
entire salaries and wages of all of the Portfolio's Trustees, officers and
agents who devote part or all of their time to the affairs of the Administrator
or its affiliates, and the wages and salaries of such persons shall not be
deemed to be expenses incurred by the Portfolio for purposes of this Section 3.
Except as provided in the foregoing sentence, the Administrator shall not pay
other expenses relating to the Portfolio including, without limitation,
compensation of Trustees not affiliated with the Administrator; governmental
fees; interest charges; taxes; membership dues in the Investment Company
Institute allocable to the Portfolio; fees and expenses of the Portfolio's
independent auditors, of legal counsel and of any transfer agent or registrar of
the Portfolio; expenses of preparing, printing and mailing reports, notices,
proxy statements and reports to investors and governmental officers and
commissions; expenses of preparing and mailing agendas and supporting documents
for meetings of Trustees and committees of Trustees; expenses connected with the
execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the Portfolio's custodian for all services to the
Portfolio, including safekeeping of funds and securities and maintaining
required books and accounts; expenses of calculating the net asset value of
interests of the Portfolio; expenses of meetings of investors in the Portfolio;
and expenses relating to the issuance, registration and qualification of
interests in the Portfolio.
4. COMPENSATION OF ADMINISTRATOR. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Administrator
will receive a fee from the Portfolio as agreed by the Administrator and the
Portfolio from time to time as set forth on Schedule A attached hereto. This fee
will be computed daily and will be payable as agreed by the Portfolio and the
Administrator, but no more frequently than monthly.
5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The Administrator
shall not be liable for any error of judgment or mistake of law or for any act
or omission
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in the administration or management of the Portfolio or the performance of its
duties hereunder, except for wilful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of the reckless disregard of its
obligations and duties hereunder. As used in this Section 5, the term
"Administrator" shall include Signature Broker-Dealer Services, Inc. and/or any
of its affiliates and the Directors, officers and employees of Signature
Broker-Dealer Services, Inc. and/or of its affiliates.
6. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Portfolio are not to be deemed to be exclusive, the Administrator being
free to render administrative and/or other services to other parties. It is
understood that Trustees, officers, and investors of the Portfolio are or may
become interested in the Administrator and/or any of its affiliates, as
Directors, officers, employees, or otherwise, and that Directors, officers and
employees of the Administrator and/or any of its affiliates are or may become
similarly interested in the Portfolio and that the Administrator and/or any of
its affiliates may be or become interested in the Portfolio as an investor or
otherwise.
7. TERMINATION. This Agreement may be terminated at any time, without
the payment of any penalty, by the Board of Trustees of the Portfolio or by the
Administrator, in each case on not more than 60 days' nor less than 30 days'
written notice to the other party.
8. SUBCONTRACTING BY THE ADMINISTRATOR. The Administrator may
subcontract for the performance of its obligations hereunder with any one or
more persons; PROVIDED, HOWEVER, that the Administrator shall not enter into any
such subcontract unless the Trustees of the Portfolio shall have approved such
subcontract and found the subcontracting party to be qualified to perform the
obligations sought to be subcontracted; and PROVIDED, FURTHER, that, unless the
Portfolio otherwise expressly agrees in writing, the Administrator shall be as
fully responsible to the Portfolio for the acts and omissions of any
subcontractor as it would be for its own acts or omissions.
9. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
10. AMENDMENTS. This Agreement may be amended only by mutual
written consent.
11. MISCELLANEOUS. This agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. Should any
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part of this Agreement be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors, to the extent permitted by law.
12. NOTICE. 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 Signature
Broker-Dealer Services, Inc., 0 Xx. Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxxxxx 00000; or (2) to the Portfolio c/o Signature Financial Group
(Cayman) Limited at X.X. Xxx 000, Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx Town,
Grand Cayman BWI, Attention:
Treasurer.
13. GOVERNING LAW. 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 Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned officer of the Portfolio has executed this Agreement not
individually, but as an officer of the Portfolio under the Portfolio's
Declaration of Trust, dated June 16, 1993 as amended, and the obligations of
this Agreement are not binding upon any of the Trustees or investors of the
Portfolio individually, but bind only the trust estate.
THE NON-U.S. EQUITY PORTFOLIO
By /S/ XXXXXX X. XXXX
Xxxxxx X. Xxxx
Assistant Secretary
SIGNATURE BROKER-DEALER SERVICES, INC.
By /S/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
SCHEDULE A
ADMINISTRATION FEES
PORTFOLIOS LISTED ON SCHEDULE B (THE "MASTER PORTFOLIOS")
The annual administration fee charged to and payable by each Master Portfolio is
equal to its proportionate share of an annual complex-wide charge. This charge
is calculated daily based on the aggregate net assets of the registered
investment companies (collectively the "Master Portfolios") and in accordance
with the following annual schedule:
0.03% on the first $7 billion of the Master Portfolios'
aggregate average daily net assets; and 0.01% of the Master
Portfolios' aggregate average daily net assets in excess of $7
billion
The portion of this charge payable by each Master Portfolio is determined by the
proportionate share that its net assets bear to the total of the net assets of
the Master Portfolios, The Xxxxxxxx Funds, The JPM Institutional Funds and The
JPM Advisor Funds.
Approved: December 26, 1995
Effective December 29, 1995
(supersedes schedule approved 7/7/94 for The Series Portfolio,
3/9/94 for The New York Total Return Bond Portfolio and
9/24/93 for all other Master Portfolios)
EACH MASTER PORTFOLIO
/S/ XXXXXXX XXXXXX
Xxxxxxx Xxxxxx, Chairman and
Chief Executive Officer
SIGNATURE BROKER-DEALER SERVICES, INC.
/S/ XXXXXXX X. DOWND
Name: Xxxxxxx X. Xxxxx
Title: Treasurer
SCHEDULE B
MASTER PORTFOLIOS
The Treasury Money Market Portfolio
The Money Market Portfolio
The Tax Exempt Money Market Portfolio
The Short Term Bond Portfolio
The U.S. Fixed Income Portfolio
The Tax Exempt Bond Portfolio
The Selected U.S. Equity Portfolio
The U.S. Small Company Portfolio
The Non-U.S. Equity Portfolio
The Diversified Portfolio
The Non-U.S. Fixed Income Portfolio
The Emerging Markets Equity Portfolio
The New York Total Return Bond Portfolio
The Asia Growth Portfolio, a series of The Series Portfolio
The Japan Equity Portfolio, a series of The Series Portfolio
The European Equity Portfolio, a series of The Series Portfolio
Revised: December, 1995
(supersedes schedule approved 77/94 for The Series Portfolio,
3/9/94 for The New York Total Return Bond Portfolio and
9/24/93 for all other Master Portfolios)
JPM515
