EXHIBIT NO. 9(c)
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of September 1, 1993, by and
between CASH RESERVES PORTFOLIO, a New York business trust (the "Trust"), and
SIGNATURE FINANCIAL GROUP (GRAND CAYMAN), LTD., a Cayman Islands company (the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Trust 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 Board of Trustees of the Trust has adopted an Administrative
Services Plan, dated as of September 13, 1989, as amended and restated as of
September 1, 1993, which is incorporated herein by reference and pursuant to
which the Trust desires to enter into this Administrative Services Agreement;
and
WHEREAS, the Trust 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 Trust, 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 direction and
control of the Board of Trustees of the Trust, the Administrator shall
perform such administrative and management services as may from time to
time be reasonably requested by the Trust, which shall include without
limitation: (a) providing office space, equipment and clerical
personnel necessary for maintaining the organization of the Trust and
for performing the administrative and management functions herein set
forth; (b) arranging, if desired by the Trust, for Directors, officers
and employees of the Administrator to serve as Trustees, officers or
agents of the Trust if duly elected or appointed to such positions and
subject to their individual consent and to any limitations imposed by
law; (c) supervising the overall administration of the Trust, including
negotiation of contracts and fees with and the monitoring of
performance and xxxxxxxx of the Trust's transfer agent, shareholder
servicing agents, custodian and other independent contractors or
agents; (d) preparing and, if applicable, filing all documents required
for compliance by the Trust with applicable laws and regulations,
including registration statements, semi-annual and annual reports to
the Trust's investors, proxy statements and tax returns; (e)
preparation of agendas and supporting documents for and minutes of
meetings of Trustees, committees of Trustees and the Trust's investors;
and (f) arranging for maintenance of books and records of the Trust.
The Administrator shall perform such specified activities and shall
conduct all of its activities as administrator of the Trust, including
any activities described in this Agreement, as set forth in the
Operating Policies and Procedures (the "Operating Procedures") of the
Trust (in such form as may be approved from time to time by the Trust's
Board of Trustees). To the extent that any provision of this Agreement
shall conflict with any provision of the Operating Procedures, the
applicable provision of the Operating Procedures shall be deemed to
govern. 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 Trust's assets or the rendering
of investment advice and supervision with respect thereto or the
distribution of shares, nor shall the Administrator be deemed to have
assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent, custodian or shareholder
servicing agent of the Trust.
2. Allocation of Charges and Expenses. The Administrator shall pay
the entire salaries and wages of all of the Trust'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 Trust for
purposes of this Section 2. Except as provided in the foregoing
sentence, the Trust will pay all of its own expenses 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 Trust; fees
and expenses of the Trust's independent auditors, of legal counsel and
of any transfer agent, distributor, registrar or dividend disbursing
agent of the Trust; expenses of preparing, printing and mailing
reports, notices, proxy statements and reports to the Trust's investors
and governmental officers and commissions; expenses connected with the
execution, recording and settlement of security transactions; insurance
premiums; fees and expenses of the Trust's custodian for all services
to the Trust, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the
net asset value of shares of the Trust; expenses of meetings of
investors in the Trust; and expenses relating to the issuance,
registration and qualification of shares of the Trust.
3. Compensation of the Administrator. For the services to be
rendered and the facilities to be provided by the Administrator
hereunder, the Trust shall pay to the Administrator an administrative
fee computed and paid monthly at an annual rate of 0.05% of the Trust's
average daily net assets for its then-current fiscal year. If the
Administrator serves as administrator for less than the whole of any
period specified in this Section 3, the compensation to the
Administrator, shall be prorated. For purposes of computing the fees
payable to the Administrator hereunder, the value of the Trust's net
assets shall be computed in the manner specified in the Trust's
then-current Registration Statement under the 1940 Act.
4. 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 in the administration or management of the Trust or
the performance of its duties hereunder, except for willful
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 4, the term "Administrator"
shall include Signature Financial Group (Cayman), Ltd. and/or any of
its affiliates and the Directors, officers and employees of Signature
Financial Group (Cayman), Ltd. and/or any of its affiliates.
5. Activities of the Administrator. The services of the
Administrator to the Trust 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
shareholders of the Trust 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 Trust and that the Administrator and/or any
of its affiliates may be or become interested in the Trust as an
investor or otherwise.
6. Subcontracting by the Administrator. The Administrator may
subcontract for the performance of the Administrator' 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 Trust shall have found the subcontracting party to be
qualified to perform the obligations sought to be subcontracted; and
provided, further, that, unless the Trust otherwise expressly agrees in
writing, the Administrator shall be as fully responsible to the Trust
for the acts and omissions of any subcontractor as it would be for its
own acts or omissions.
7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above
written and shall govern the relations between the parties hereto
thereafter, and shall remain in force until August 31, 1995 on which
date it will terminate unless its continuance after August 31, 1995 is
"specifically approved at least annually" (a) by the vote of a majority
of the Board of Trustees of the Trust who are not "interested persons"
of the Trust or of the Administrator at a meeting specifically called
for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Trust or by the "vote of a majority of the outstanding
voting securities" of the Trust as to which this Agreement is to
continue.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Trustees of the Trust or by the "vote of a majority of
the outstanding voting securities" of the Trust, or by the Administrator, in
each case on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement shall automatically terminate in the event of its
"assignment".
The terms "specifically approved at least annually", "vote of a majority of
the outstanding voting securities", "assignment", and "interested persons", when
used in this Agreement, shall have the respective meanings specified in, and
shall be construed in a manner consistent with, the 1940 Act, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered at a location or locations outside the United States 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 Trustee of the
Trust has executed this Agreement not individually, but as Trustee under the
Trust's Declaration of Trust, dated October 11, 1989, as amended, and the
obligations of this Agreement are not binding upon any of the Trustees or
shareholders of the Trust individually, but bind only the Trust estate.
CASH RESERVES PORTFOLIO SIGNATURE FINANCIAL GROUP
(GRAND CAYMAN), LTD.
By: Xxxxxx Xxxxxxxx By: Xxxxxx Xxxxxxxx
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Title: Trustree and President Title: Chief Executive Officer
