Exhibit 23(h)(1)
ADMINISTRATION AGREEMENT
Between
International Equity Portfolio
and
Mutual Funds Service Co.
This Agreement dated as of the 24th day of July 2001, made by and between
the International Equity Portfolio (the "Trust"), a New York trust operating as
a registered open-end investment company, and Mutual Funds Service Co.
("Agent"), a corporation organized and existing under the laws of the State of
Ohio.
W I T N E S S E T H
WHEREAS, Agent has agreed to act as Transfer, Dividend Disbursing and
Redemption Agent for the Trust; and
WHEREAS, pursuant to a separate agreement (the "Custodian Agreement"),
Firstar Bank, N.A. (the "Bank") performs the duties of Custodian of the
securities and cash of the Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
SECTION 1. The Trust hereby appoints Agent as its Transfer, Redemption and
Dividend Disbursing Agent, and Agent accepts such appointments and agrees to act
in such capacities upon the terms set forth in this Agreement.
TRANSFER AGENCY
SECTION 2. Agent will maintain registry records in the usual form in which
it will note the issuance and redemption of beneficial interests in the Trust
("Shares"). The Trust shall provide Agent with reports of Share purchases,
redemptions and total Shares outstanding. Agent is authorized to keep records in
which it will note the names and registered addresses of holders of Shares.
SECTION 3. Agent in its capacity as Transfer Agent will, as requested from
time to time by the Trust, perform the usual duties and functions of a transfer
agent. Agent may rely conclusively and act without further investigation upon
any list, instruction, certification, authorization or other instrument or paper
believed by it in good faith to be genuine and unaltered, and to have been
signed, countersigned, or executed by a duly
authorized person or persons, or upon the instructions of any officer of the
Trust, or upon the advice of counsel for the Trust or for Agent.
SECTION 4. In case of any request or demand for the inspection of the Share
records of the Trust, Agent shall endeavor to notify the Trust and to secure
instructions as to permitting or refusing such inspection. However, Agent may
exhibit such records to any person in any case where it is advised by its
counsel that it may be held liable for failure to do so.
SECTION 5. Prior to the daily determination of net asset value in
accordance with the Trust's registration statement, Agent shall process all
purchase orders received in Federal Funds since the last determination of the
Trust's net asset value.
For the purposes of this Section 5, the Trust hereby instructs Agent to
consider payments for Shares as Federal Funds according to the following
schedule:
a. Purchase orders received prior to 12:00 Noon, Columbus time -- on the
same day, provided payment in Federal Funds or other immediately
available funds is received that day by Bank;
b. Check received prior to 12:00 Noon, Columbus time -- on the second
following business day;
c. Check received at or after 12:00 Noon, Columbus time -- on the third
following business day.
Immediately after 4:00 P.M., Columbus time, on each day that the Trust and
Agent are open for business or on any other day on which there is sufficient
degree of trading in the Trust's portfolio securities that the current net asset
value of the Trust's Shares might be materially affected, Agent shall obtain
from the Trust a quotation (on which it may conclusively rely) of the net asset
value per Share determined as of 4:00 P.M., Columbus time, on that day. Agent
shall proceed to calculate the amount available for investment in Shares at the
quoted net asset value, the number of Shares and fractional Shares to be
purchased and the net asset value to be deposited with the Bank. Agent, as agent
for the holders of Shares, shall place a purchase order daily with the Trust for
the proper number of Shares and fractional Shares to be purchased and confirm
such number to the trust in writing.
SECTION 6. Agent having made the calculations provided for in Section 5,
shall thereupon pay over the net asset value of Shares purchased to the Bank.
The payment shall then be deposited in the account maintained under the
Custodian Agreement.
REDEMPTIONS
SECTION 7. Agent shall, prior to the daily determination of net asset value
in accordance with the Trust's registration statement, process all requests to
redeem Shares
by filing with the Bank an appropriate statement and making the proper
distribution and application of the redemption proceeds in accordance with the
Trust's registration statement.
DIVIDENDS
SECTION 8. Prior to the determination of the net asset value on each
business day, the Trust shall notify Agent of the amount of the net income of
the Trust earned since the last previous determination of net asset value. Agent
shall thereupon compute the dividends per Share payable. On or before the
payment date for each dividend, the Trust shall transfer, or cause the Bank to
transfer, to Agent the total amount of the dividends payable on such payment
date.
GENERAL PROVISIONS
SECTION 9. For its services hereunder, Agent shall receive such
compensation from the Trust as may be agreed upon by the parties from time to
time and approved by the Board of Trustees of the Trust.
SECTION 10. Agent agrees to make available upon request and to preserve for
the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940
any records relating to services provided under this Agreement which are
required to be maintained by Rule 31a-1 under said Act.
SECTION 11. In addition to service as Transfer Agent and Dividend
Disbursing Agent as above set forth, Agent will perform other services for the
Trust as agreed from time to time, including but not limited to, preparation of
and mailing Federal Tax Information Forms, mailing semi-annual reports of the
Trust, preparation of lists of holders of Shares, and mailing notices of
meetings, proxies and proxy statements.
SECTION 12. Except as set forth in Section 5, nothing contained in this
Agreement is intended to or shall require Agent in any capacity hereunder, to
perform any functions or duties on any holiday, day of special observance or any
other day on which Agent or the New York Stock Exchange is closed. Functions or
duties normally scheduled to be performed on such days shall be performed on,
and as of, the next business day on which both the New York Stock Exchange and
Agent are open.
SECTION 13. Agent shall not be personally liable for any taxes,
assessments, or governmental charges which may be levied or assessed on any
basis whatsoever, excepting only for taxes assessed against it in its corporate
capacity arising out of its compensation hereunder.
SECTION 14. (a) Except as set forth below in this Section 14, the Trust
shall indemnify Agent and save it harmless from and against all actions, suits
and claims, whether groundless or otherwise, arising directly or indirectly out
of or in connection with its performance under this Agreement and from and
against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liabilities
incurred by Agent in connection with any such action, suit, or claim. Agent
shall not be under any obligation to prosecute or to defend any action, suit or
claim arising out of or in connection with its performance under this Agreement,
which, in the opinion of its counsel, may involve it in expense or liability,
and the Trust shall, so often as reasonably requested, furnish Agent with
satisfactory indemnity against such expense or liability, and upon request of
Agent the Trust shall assume the entire defense of any action, suit, or claim
subject to the foregoing indemnity; provided, however, that Agent shall give the
Trust notice and reasonable opportunity to defend any such action, suit, or
claim, in the name of the Trust or Agent or both.
Without limiting the foregoing:
(i) Agent may rely upon the advice of the Trust or of counsel,
who may be counsel for the Trust or counsel for Agent, and upon statements
of accountants, brokers and other persons believed by it in good faith to
be expert in the matters upon which they are consulted and for any actions
taken in good faith upon such statements, Agent shall not be liable.
(ii) Agent shall not be liable for any action taken in good faith
reliance upon any written or oral instruction or certified copy of any
resolution of the Board of Trustees of the Trust, and Agent may rely upon
the genuineness of any such document or copy thereof believed in good faith
by Agent to have been validly executed.
(iii)Agent may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice, consent, order,
or other paper or document believed by it to be genuine and to have been
signed or presented by the purchaser, Trust or other proper party or
parties.
(b) Notwithstanding the provisions of Paragraph (a), it is intended that
insofar as Agent may in the future be liable for the consequences of any
payments upon forged instruments or of oversights, errors or omissions by Agent,
such liability shall be borne by Agent's insurance carriers. In the event of any
loss occurring which is attributable to any payment upon a forged instrument,
oversight, error or omission by Agent, Agent shall use its best efforts to have
its insurance carriers bear the loss.
SECTION 15. The Trust shall promptly cause to be turned over to Agent all
records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Agent under this Agreement.
SECTION 16. The Trust shall file with Agent a certified copy of each
resolution of its Board of Trustees authorizing the execution of written
instructions or the transmittal of oral instructions.
SECTION 17. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and Agent.
SECTION 18. Either the Trust or Agent may give 30 days' written notice to
the other of the termination of this Agreement, such termination to take effect
at the time specified in the notice.
SECTION 19. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Trust:
---------------
International Equity Portfolio
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
If to Agent:
-----------
Mutual Funds Service Co.
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
SECTION 20. The Trust represents and warrants to Agent that the execution
and delivery of this Agreement by the undersigned officers of the Trust has been
duly and validly authorized by resolution of the Trustees of the Trust.
SECTION 21. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 22. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the written
consent of Agent or by Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
INTERNATIONAL EQUITY PORTFOLIO
By /s/ Xxxxxx X. Xxxx, Vice President
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MUTUAL FUNDS SERVICE CO.
By /s/ Xxxxxx Line, President
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