THE NON-U.S. EQUITY PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 29, 1995, by
and between The Non-U.S. Equity Portfolio, a New York trust (the "Portfolio"),
and Xxxxxx Guaranty Trust Company of New York, a New York trust company
("Xxxxxx").
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 Xxxxxx to provide certain
financial, fund accounting oversight and administrative services for the
Portfolio, and Xxxxxx is willing to provide such services for 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 XXXXXX. Subject to the general direction and control of
the Board of Trustees of the Portfolio, Xxxxxx shall perform such financial,
fund accounting oversight, administrative and related services as may from time
to time be reasonably requested by the Portfolio, which shall include without
limitation: a) preparing the Portfolio's tax returns and financial statements
and other financial reports for review by the Portfolio's independent auditors;
b) coordinating the Portfolio's annual audit; c) developing the Portfolio's
budget and establishing its rate of expense accrual; d) preparing the tax
information necessary for investors including the calculation of the allocated
amount of income attributable to each investor, if any, which has been subject
to withholding or other tax assessments or other governmental charges by
non-United States tax jurisdictions; e) calculating the daily partnership
allocation for the Portfolio from the financial information furnished to it by
the Portfolio's custodian; f) overseeing the Portfolio's custodian and transfer
agent, including monitoring the daily income accrual and collection, expense
accrual and disbursement, and computation of the Portfolio's net asset value;
verifying the calculation of performance data for the Portfolio; monitoring the
trade reporting for portfolio securities transactions; monitoring the pricing of
portfolio securities and compliance with amortized cost procedures, if
applicable; and monitoring the computation of the Portfolio's income and capital
gains and confirming that they have been properly allocated to the holders of
record; and g) providing such other related services as the Portfolio may
reasonably request, to the extent permitted by applicable law. Xxxxxx shall
provide all personnel and facilities necessary in order for it to provide the
services contemplated by this paragraph.
Xxxxxx assumes no responsibilities under this Agreement other than to
render the services called for hereunder, on the terms and conditions provided
herein. In the performance of its duties under this Agreement, Xxxxxx will
comply with the provisions of the Declaration of Trust and By-Laws of the
Portfolio and the Portfolio's stated investment
2
objective, policies and restrictions, and will use its best efforts to safeguard
and promote the welfare of the Portfolio, and to comply with other policies
which the Board of Trustees may from time to time determine.
2. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, Xxxxxx 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. LIAISON WITH AND OPINION OF THE PORTFOLIO'S INDEPENDENT PUBLIC
ACCOUNTANTS.
3.1. Xxxxxx shall act as liaison with the Portfolio's independent
public accountants and shall provide, upon request, account analyses, fiscal
year summaries and other audit-related schedules. Xxxxxx shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion, as such may be required by the Portfolio from
time to time.
3.2. Xxxxxx shall take all reasonable action, as the Portfolio may from
time to time request, to obtain from year to year favorable opinions from the
Portfolio's independent public accountants with respect to its activities
hereunder in connection with the preparation of the Portfolio's registration
statement on Form N-1A, reports on Form N-SAR or other periodic reports to the
Securities and Exchange Commission and with respect to any other requirements of
such Commission.
4. REPORTS TO PORTFOLIO BY INDEPENDENT PUBLIC ACCOUNTANTS. Xxxxxx shall
provide the Portfolio, at such times as the Portfolio may reasonably require,
with reports by independent public accountants on the accounting system and
internal accounting control relating to the services provided by Xxxxxx under
Sections 1(d) and 1(e) of this Agreement; such reports, shall be of sufficient
scope and in sufficient detail, as may reasonably be required by the Portfolio
to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and if there are no such inadequacies, the
reports shall so state.
5. ALLOCATION OF CHARGES AND EXPENSES. Xxxxxx shall bear all of the
expenses incurred in connection with carrying out its duties hereunder. The
Portfolio shall pay the usual, customary or extraordinary expenses incurred by
the Portfolio, including without limitation compensation of Trustees; federal
and state governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute allocable to the Portfolio; fees and expenses of
the Portfolio's administrator, Xxxxxx pursuant to the Investment Advisory
Agreement and this Agreement, Xxxxxxxx Group, Inc. pursuant to the Portfolio
Fund Services Agreement, the Portfolio's custodian for all services to the
Portfolio (including safekeeping of funds and securities and maintaining
required books and accounts), independent auditors, legal counsel and of any
transfer agent, registrar or dividend disbursing agent of the Portfolio;
brokerage expenses; expenses of preparing, printing and
3
mailing reports, notices, proxy statements and reports to investors and
governmental offices and commissions; expenses of preparing and mailing agendas
and supporting documents for meetings of Trustees and committees of Trustees;
insurance premiums; expenses of calculating the net asset value of interests in
the Portfolio; expenses of meetings of investors in the Portfolio; expenses
relating to the issuance of interests in the Portfolio; and litigation and
indemnification expenses.
6. COMPENSATION OF XXXXXX. For the services to be rendered and the
expenses to be borne by Xxxxxx hereunder, the Portfolio shall pay Xxxxxx a fee
at an annual rate as set forth on Schedule A attached hereto. This fee will be
computed daily and payable as agreed by the Portfolio and Xxxxxx, but no more
frequently than monthly.
7. LIMITATION OF LIABILITY OF XXXXXX. Xxxxxx shall not be liable for
any error of judgment or mistake of law or for any act or omission in 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.
8. ACTIVITIES OF XXXXXX. The services of Xxxxxx to the Portfolio are
not to be deemed to be exclusive, Xxxxxx being free to engage in any other
business or to render services of any kind to any other corporation, firm,
individual or association.
9. 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
Xxxxxx, in each case on not more than 60 days' nor less than 30 days' written
notice to the other party.
10. SUBCONTRACTING BY XXXXXX. Xxxxxx may subcontract for the
performance of its obligations hereunder with any one or more persons; PROVIDED,
HOWEVER, that, unless the Portfolio otherwise expressly agrees in writing,
Xxxxxx 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.
11. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
12. AMENDMENTS. This Agreement may be amended only by mutual written
consent.
13. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements,
terminations, extensions or other understandings relating to Xxxxxx'x provision
of financial, fund accounting oversight or administrative services for the
Portfolio. 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 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
4
binding and shall inure to the benefit of the parties hereto and their
respective successors, to the extent permitted by law.
14. 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 Xxxxxx at Xxxxxx Guaranty Trust Company
of New York, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Managing
Director, Funds Management Division, or (2) to the Portfolio c/o Signature
Financial Group (Grand Cayman), Ltd. at X.X. Xxx 0000, Xxxxxxxxxxx Xxxxxx, 2nd
Floor, Xxxxxx Town, Grand Cayman BWI, Attention:
Treasurer.
15. 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 January 29, 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/ XXXXXXX XXXXXX
Xxxxxxx Xxxxxx, Chairman and
Chief Executive Officer
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By /S/ XXXXXXXX X. XXXXX
Xxxxxxxx X. Xxxxx, Vice President
RMMFFAS3
SCHEDULE A
ADMINISTRATIVE SERVICES FEES
PORTFOLIOS LISTED ON SCHEDULE B (THE "MASTER PORTFOLIOS")
The financial, fund accounting oversight and administrative
services 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 Master Portfolios and in
accordance with the following annual schedule:
0.06% on the first $7 billion of the Master Portfolios'
aggregate average daily net assets; and 0.03% 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, The JPM
Advisor Funds and other investors in the Master Portfolios for which Xxxxxx
provides similar services.
Approved: December __, 1995
Effective December 29, 1995
RMMFFAS3
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 EMERGING MARKETS EQU 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
