PIC TECHNOLOGY PORTFOLIO
ADMINISTRATION AGREEMENT
AGREEMENT made this ____ day of September, 2000, by and between PIC
TECHNOLOGY PORTFOLIO (the "Trust"), a trust organized under the laws of the
State of New York, and INVESTMENT COMPANY ADMINISTRATION, L.L.C. (the
"Administrator"), a Delaware corporation.
WITNESSETH:
In consideration of the mutual promises and agreements herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
l. In General.
The Trust hereby appoints Investment Company Administration, L.L.C. as
Administrator, subject to the overall supervision of the Board of Trustees of
the Trust for the period and on the terms set forth in this Agreement. The
Administrator hereby accepts such appointment and agrees during such period to
render the services herein described and to assume the obligations set forth
herein, for the compensation herein provided.
2. Duties and Obligations of the Administrator.
(a) Subject to the direction and control of the Board of Trustees of the
Trust, the Administrator shall be responsible for providing such services as the
Trustees may reasonably request, including but not limited to (i) maintaining
the Trust's books and records (other than financial or accounting books and
records maintained by any custodian, transfer agent or accounting services
agent); (ii) overseeing the Trust's insurance relationships; (iii) preparing for
the Trust (or assisting counsel and/or auditors in the preparation of) all
required tax returns, proxy statements and reports to the Trust's shareholders
and Trustees and reports to and other filings with the Securities and Exchange
Commission and any other governmental agency (the Trust agreeing to supply or
cause to be supplied to the Administrator all necessary financial and other
information in connection with the foregoing); (iv) preparing such applications
and reports as may be necessary to register or maintain the Trust's registration
and/or the registration of the shares of the Trust under the securities or "blue
sky" laws of the various states selected by the Trust (the Trust agreeing to pay
all filing fees or other similar fees in connection therewith); (v) responding
to all inquiries or other communications of shareholders, if any, which are
directed to the Administrator, or if any such inquiry or communication is more
properly to be responded to by the Trust's custodian, transfer agent or
accounting services agent, overseeing their response thereto; (vi) overseeing
all relationships between the Trust and any custodian(s), transfer agent(s) and
accounting services agent(s), including the negotiation of agreements and the
supervision of the performance of such agreements; and (vii) authorizing and
directing any of the Administrator's directors, officers and employees who may
be elected as Trustees or officers of the Trust to serve in the capacities in
which they are elected. All services to be furnished by the Administrator under
this Agreement may be furnished through the medium of any such directors,
officers or employees of the Administrator.
(b) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties ("disabling conduct") hereunder on
the part of the Administrator (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity affiliated with
the Administrator) the Administrator shall not be subject to liability to the
Trust or to any shareholder of the Trust for any act or omission in the course
of, or connected with, rendering services hereunder, including, without
limitation, any error of judgment or mistake of law or for any loss suffered by
any of them in connection with the matters to which this Agreement relates,
except to the extent specified in Section 36(b) of the Investment Company Act of
1940 (the "Act") concerning loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services. Except for such disabling
conduct, the Trust shall indemnify the Administrator (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Administrator) from any liability arising
from the Administrator's conduct under this Agreement to the extent permitted by
the Trust's Declaration of Trust and applicable law.
(c) It is agreed that the Administrator shall have no responsibility or
liability for the accuracy or completeness of the Trust's Registration Statement
under the Act except for information supplied by the Administrator for inclusion
therein.
3. Allocation of Expenses
The Administrator agrees that it will furnish the Trust, at the
Administrator's expense, with all office space and facilities, and equipment and
clerical personnel necessary for carrying out its duties under this Agreement.
The Administrator will also pay all compensation of all Trustees, officers and
employees of the Trust who are affiliated persons of the Administrator. All
costs and expenses not expressly assumed by the Administrator under this
Agreement shall be paid by the Trust, including, but not limited to (i) interest
and taxes; (ii) brokerage fees and commissions; (iii) insurance premiums; (iv)
compensation and expenses of the Trust's Trustees other than those affiliated
with the Advisor or the Administrator; (v) legal and auditing fees and expenses;
(vi) fees and expenses of the Trust's custodian, transfer agent and accounting
services agent; (vii) expenses incident to the issuance of the Trust's shares,
including issuance on the payment of, or reinvestment of, dividends; (viii) fees
and expenses incident to the registration under Federal or state securities laws
of the Trust or its shares; (ix) expenses of preparing, printing and mailing
reports and notices and proxy material to shareholders of the Trust; (x) all
other expenses incidental to holding meetings of the Trust's shareholders; (xi)
dues or assessments of or contributions to the Investment Company Institute or
any successor; (xii) such non-recurring expenses as may arise, including
litigation affecting the Trust and the legal obligations which the Trust may
have to indemnify its officers and Trustees with respect thereto; and (xiii)
organization costs of the Trust.
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4. Compensation of the Administrator
The Trust agrees to pay the Administrator and the Administrator agrees to
accept as full compensation for all services rendered by the Administrator as
such, an annual fee, payable monthly and computed based on the value of the
total net assets of the Trust at the annual rate of 0.10% of the such net
assets.
5. Duration and Termination
(a) This Agreement shall become effective on the date set forth above and
shall remain in force for two years thereafter unless terminated pursuant to the
provisions of paragraph (b) hereof. This Agreement shall continue in force from
year to year after the initial two-year term, but only so long as such
continuance is specifically approved annually by the Trust's Board of Trustees
or by a vote of a majority of the Trust's outstanding voting securities.
(b) This Agreement may be terminated by the Administrator at any time
without penalty upon giving the Trust not less than sixty (60) days' written
notice (which notice may be waived by the Trust) and may be terminated by the
Trust at any time without penalty upon giving the Administrator not less than
sixty (60) days' written notice (which notice may be waived by the
Administrator), provided that such termination by the Trust shall be directed or
approved by the vote of a majority of all of its Trustees in office at the time
or by the vote of the holders of a majority (as defined in the Act) of the
voting securities of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by duly authorized persons and their seals to be hereunto
affixed, all as of the day and year first above written.
PIC TECHNOLOGY PORTFOLIO
By
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INVESTMENT COMPANY ADMINISTRATION L.L.C.
By
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