Exhibit 99.(h)(1)
ADMINISTRATION AGREEMENT
Cash Management Portfolio
AGREEMENT made as of the 1st day of July, 2001, by and between Cash
Management Portfolio, a New York business trust (the "Trust") and INVESTMENT
COMPANY CAPITAL CORPORATION, a Maryland corporation (the "Administrator").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended.
The Trust desires the Administrator to render administrative services
to the Trust and to arrange for certain other services needed by the Trust, and
the Administrator is willing to render and arrange for such services upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. Administrative and Other Services.
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(a) Subject to the general supervision of the Board of Trustees of
the Trust, the Administrator will provide certain administrative
services to the Trust, and, at its own expense, shall arrange and
contract for transfer agency and fund accounting services for the
Trust as the Trust may require. Specifically, the Administrator
will (i) provide supervision of all aspects of the Trust's
operations not referred to in Section 1 of the current investment
advisory agreements between the Trust and the Trust's investment
adviser (the "Investment Advisory Agreement"); (ii) provide the
Trust with personnel to perform such executive, administrative,
accounting and clerical services as are reasonably necessary to
provide effective administration of the Trust; (iii) arrange for,
at the Trust's expense, the preparation for the Trust of all
required tax returns; (iv) arrange for (a) the preparation and
submission of reports to existing shareholders and (b) the
periodic updating of the Trust's prospectus and statement of
additional information and the preparation of reports filed with
the Securities and Exchange Commission and other regulatory
authorities; (v) maintain all of the Trust's records not required
to be maintained by the investment adviser pursuant to the
Investment Advisory Agreement; (vi) provide the Trust with
adequate office space and all necessary office equipment and
services, including, without limitation, telephone service, heat,
utilities, stationery supplies and similar items; and (vii)
arrange for transfer agency-related and shareholder relations
services and facilities and the services of one or more of its
employees or officers, or employees or officers of its affiliates
relating to such functions (including salaries and benefits,
office space and supplies, equipment and teaching.)
(b) The Administrator shall engage: (i) a transfer agent registered
as such with the Securities and Exchange Commission to serve as
the Trust's transfer agent; and (ii) a fund accounting agent to
provide fund accounting services to the Trust, and shall
supervise the services provided by them.
(c) The Administrator will also provide to the Trust's Board of
Trustees such periodic and special reports as the Board may
reasonably request, including but not limited to reports
concerning the services of the administrator, custodian, and fund
accounting and transfer agents. The Administrator shall for all
purposes herein be deemed to be an independent contractor and
shall, except as otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
(d) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(e) The services hereunder are not deemed exclusive and the
Administrator shall be free to render similar services to others
so long as its services under this Agreement are not impaired
thereby.
2. Allocation of Charges and Expenses. Except as otherwise provided in Section
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1 above and this Section 2, the Administrator will pay all costs it incurs
in connection with the performance of its duties under Section 1 of this
Agreement. The Administrator will pay the compensation and expenses of all
of its personnel and will make available, without expense to the Trust, the
services of such of its partners, officers and employees as may duly be
elected officers or Trustees of the Trust, subject to their individual
consent to serve and to any limitations imposed by law. The Administrator
shall also pay the fees of the transfer agent and fund accounting agent
engaged by it (other than such entities out-of-pocket charges). The
Administrator will not be required to pay any expenses of the Trust other
than those specifically allocated to the Administrator in this Section 2.
In particular, but without limiting the generality of the foregoing, the
Administrator will not be required to pay: (i) fees and expenses of any
investment adviser of the Trust; (ii) organizational expenses of the Trust;
(iii) fees and expenses incurred by the Trust in connection with membership
in investment company organizations; (iv) brokers' commissions, transfer
taxes, fees and other expenses connected with the acquisition, disposition
and valuation of securities and other investments; (v) fees and charges for
portfolio pricing services to a pricing agent, if any; (vi) outside legal,
accounting or auditing expenses; (vii) interest, insurance premiums, taxes
or governmental fees; (viii) litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the
Trust's business; (ix) the cost of preparing stock certificates or any
other expenses, including, without limitation, clerical expenses of issue,
redemption or repurchase of shares of the Trust; (x) the expenses of and
fees for registering or qualifying shares of the Trust for sale and of
maintaining the registration of the Trust and registering the Trust as a
broker or a dealer, if applicable; (xi) the fees and expenses of Trustees
of the Trust who are not affiliated with the Administrator; (xii) the cost
of typesetting, printing and distributing report and notices to
shareholders, the Securities and Exchange Commission and other regulatory
authorities; (xiii) any direct charges to shareholders approved by the
Board of Trustees of the Trust; or (xiv) costs in connection with annual or
special meetings of shareholders, including proxy material preparation,
printing and mailing. The Administrator shall not be required to pay
expenses of activities which are primarily intended to result in sales of
shares of the Trust.
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3. Compensation of the Administrator.
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(a) For all services to be rendered and payments made as provided in
Sections 1 and 2 hereof, the Trust will pay the Administrator on
the last day of each month a fee at an annual rate of 0.05% of
the average daily net assets of the Trust. The "average daily net
assets" of the Trust shall be determined on the basis set forth
in the Trust's prospectus or otherwise consistent with the 1940
Act and the regulations promulgated thereunder.
(b) In addition to the foregoing, the Administrator may from time to
time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion
thereof would otherwise accrue) and/or undertake to pay or
reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the
Administrator. Any such fee reduction or undertaking may be
discontinued or modified by the Administrator at any time.
4. Other Interests. It is understood that the Trustees and Officers of the
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Trust and shareholders of the Trust are or may be or become interested in
the Administrator as directors, officers, employees, shareholders or
otherwise and that directors, officers, employees and shareholders of the
Administrator are or may be or become similarly interested in the Trust,
and that the Administrator may be or become interested in the Trust as
shareholder or otherwise. It is also understood that directors, officers,
employees and shareholders of the Administrator may be or become interested
(as directors, trustees, officers, employees, stockholders or otherwise) in
other companies or entities (including, without limitation, other
investment companies) controlling, controlled by or under common control
with the Administrator, its affiliates or subsidiaries or which the
Administrator, its affiliates or subsidiaries may in the future organize,
sponsor or acquire, or with which they may merge or consolidate, and that
the Administrator, its affiliates or subsidiaries may enter into advisory
or management or administration agreements or other contracts or
relationships with such other companies or entities.
5. Sub-Administrators. The Administrator may employ, at its own expense, one
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or more sub-administrators from time to time to perform such of the acts
and services of the Administrator and upon such terms and conditions as may
be agreed upon between the Administrator and such sub-administrators and
approved by the Board of Trustees of the Trust.
6. Limitation of Liability of Administrator and Trust. The Administrator shall
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not be liable for any error or judgment (including the selection,
appointment and retention of the Trust's transfer agent or fund accounting
agent) or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates or loss arising
from the acts, omissions, errors or delays of the Trust's transfer agent or
fund accounting agent, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties
or from reckless disregard by the Administrator of its obligations and
duties under this Agreement. Any person, even though also employed by the
Administrator, who may be or become an employee of and paid by the Trust
shall be
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deemed, when acting within the scope of his employment by the Trust, to be
acting in such employment solely for the Trust and not as its employee or
agent. It is understood and expressly stipulated that none of the trustees
or shareholders of the Trust shall be personally liable hereunder. None of
the trustees, officers, agents or shareholders of the Trust assume any
personal liability for obligations entered into on behalf of the Trust. All
persons dealing with the Trust must look solely to the property of the
Trust for the enforcement of any claims against the Trust.
7. Certain Definitions. The terms "assignment" and "interested persons" when
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used herein shall have the respective meanings specified in the 1940 Act as
now in effect or as hereunder amended subject however, to such exemptions
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order.
8. Duration and Termination of this Agreement. This Agreement shall become
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effective on the date hereof. Unless terminated as herein provided, this
Agreement shall remain in full force and effect for two years from the date
hereof and shall continue in full force and effect for successive periods
of one year thereafter, but only so long as such continuance is
specifically approved at least annually by the vote of a majority of the
Board of Trustees of the Trust. This Agreement may, on 60 days' written
notice to the other party, be terminated at any time without the payment of
any penalty by the Trust or by the Administrator.
9. Amendment to this Agreement. No provisions of this Agreement may be
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changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
10. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Maryland.
11. Miscellaneous. The captions in this Agreement are included for convenience
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of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. This Agreement may
be executed simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
Cash Management Portfolio
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
INVESTMENT COMPANY CAPITAL CORP.
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
President
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