FORM OF
ASIAN SMALL COMPANIES PORTFOLIO
ADMINISTRATION AGREEMENT
AGREEMENT made this day of April, 1996 between Asian
Small Companies Portfolio, a New York trust (the "Trust"), and Xxxxx Xxxxx
Management, a Massachusetts business trust (the ``Administrator''):
1. Duties of the Administrator. The Trust hereby employs
the Administrator to act as administrator for and to manage and administer
the affairs of the Trust, subject to the supervision of the Trustees of
the Trust, for the period and on the terms set forth in this Agreement.
The Administrator hereby accepts such employment, and agrees to
manage and administer the Trust's business affairs and, in connection
therewith, to furnish for the use of the Trust office space and all
necessary office facilities, equipment and personnel for administering the
affairs of the Trust.
The Administrator's services include monitoring and providing
reports to the Trustees of the Trust concerning the investment performance
achieved by the Adviser for the Trust, recordkeeping, preparation and
filing of documents required to comply with Federal and state securities
laws, supervising the activities of the custodian of the Trust, providing
assistance in connection with meetings of the Trustees and of Holders of
Interests in the Trust and other management and administrative services
necessary to conduct the business of the Trust.
The Administrator shall not be responsible for providing
investment management or advisory services to the Trust under this
Agreement. Xxxxx Xxxxxx Investment Management (Bermuda) Limited in its
capacity of investment adviser to the Trust, shall be responsible for
managing the investment and reinvestment of the assets of the Trust under
the Trust's separate Investment Advisory Agreement with the investment
adviser.
2. Compensation of the Administrator. For the services,
payments and facilities to be furnished hereunder by the Administrator,
the Trust shall pay to the Administrator on the last day of such month a
fee computed by applying the annual asset rate applicable to that portion
of the average daily net assets of the Trust throughout the month in each
Category as indicated below:
Annual
Category Average Daily Net Assets Asset Rate
1 less than $500 million 0.25000%
2 $500 million but less than $1 billion 0.23333%
3 $1 billion but less than $1.5 billion 0.21667%
4 $1.5 billion but less than $2 billion 0.20000%
5 $2 billion but less than $3 billion 0.18333%
6 $3 billion and over 0.16667%
The average daily net assets of the Trust will be computed in
accordance with the Declaration of Trust, and any applicable votes and
determinations of the Trustees of the Trust. In case of initiation or
termination of this Agreement during any month, the fee for that month
shall be reduced proportionately on the basis of the number of calendar
days during which it is in effect and the fee shall be computed upon the
average net assets for the business days it is so in effect for that
month.
The Administrator may, from time to time, waive all or a part of
the above compensation.
3. Allocation of Charges and Expenses. It is understood
that the Trust will pay all its expenses other than those expressly stated
to be payable by the Administrator hereunder, which expenses payable by
the Trust shall include, without implied limitation, (i) expenses of
maintaining the Trust and continuing its existence, (ii) registration of
the Trust under the Investment Company Act of 1940, (iii) commissions,
fees and other expenses connected with the acquisition, holding and
disposition of securities and other investments, (iv) auditing, accounting
and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii)
expenses of issue, sale and redemption of Interests in the Trust, (viii)
expenses of registering and qualifying the Trust and Interests in the
Trust under federal and state securities laws and of preparing and
printing registration statements or other offering documents or memoranda
for such purposes and for distributing the same to Holders and investors,
and fees and expenses of registering and maintaining registrations of the
Trust and of the Trust's placement agent as broker-dealer or agent under
state securities laws, (ix) expenses of reports and notices to Holders and
of meetings of Holders and proxy solicitations therefor, (x) expenses of
reports to governmental officers and commissions, (xi) insurance expenses,
(xii) association membership dues, (xiii) fees, expenses and other
disbursements, if any, of custodians and sub-custodians for all services
to the Trust (including without limitation safekeeping of funds,
securities and other investments, keeping of books, accounts and records,
and determination of net asset values, book capital account balances and
tax capital account balances), (xiv) fees, expenses and disbursements of
transfer agents, dividend disbursing agents, Holder servicing agents and
registrars for all services to the Trust, (xv) expenses of servicing the
accounts of Holders, (xvi) any direct charges to Holders approved by the
Trustees of the Trust, (xvii) compensation and expenses of Trustees of the
Trust who are not members of the Administrator's organization, (xviii) the
advisory fees payable under any advisory agreement to which the Trust is a
party and (xix) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees, officers and Holders
with respect thereto.
4. Other Interests. It is understood that Trustees,
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officers and Holders of Interest in the Trust are or may be or become
interested in the Administrator as Trustees, officers, or employees, or
otherwise and that Trustees, officers and employees 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 a shareholder or
otherwise. It is also understood that Trustees, officers and employees of
the Administrator may be or become interested (as directors, trustees,
officers, employees, shareholders or otherwise) in other companies or
entities (including, without limitation, other investment companies) which
the Administrator may organize, sponsor or acquire, or with which it may
merge or consolidate, and that the Administrator or its subsidiaries or
affiliates may enter into advisory or management agreements or other
contracts or relationships with such other companies or entities.
5. Limitation of Liability of the Administrator. The
services of the Administrator of the Trust are not to be deemed to be
exclusive, the Administrator being free to render services to others and
engage in other business activities. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Administrator, the
Administrator shall not be subject to liability to the Trust or to any
Holder of the Trust for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses which may be
sustained in the acquisition, holding or disposition of any security or
other investment.
6. Duration and Termination of the Agreement. This
Agreement shall become effective upon the date of its execution, and,
unless terminated as herein provided, shall remain in full force and
effect to and including February 28, 1998 and shall continue in full force
and effect indefinitely thereafter, but only so long as such continuance
after February 28, 1998 is specifically approved at least annually by the
Trustees of the Trust.
Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Agreement, without the payment
of any penalty, by action of its Trustees, and the Trust may, at any time
upon such written notice to the Administrator, terminate this Agreement by
vote of a majority of the outstanding voting securities of the Trust. This
Agreement shall terminate automatically in the event of its assignment.
7. Amendment of the Agreement. This Agreement may be
amended by a writing signed by both parties hereto, provided that no
amendment to this Agreement shall be effective until approved by the vote
of a majority of the Trustees of the Trust.
8. Limitation of Liability. The Administrator expressly
acknowledges the provision in the Declaration of Trust of the Trust
(Sections 5.2 and 5.6) limiting the personal liability of the Trustees and
officers of the Trust, and the Administrator hereby agrees that it shall
have recourse to the Trust for payment of claims or obligations as between
the Trust and the Administrator arising out of this Agreement and shall
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not seek satisfaction from any Trustee or officer of the Trust.
9. Certain Definitions. The term "assignment" when used
herein shall have the meaning specified in the Investment Company Act of
1940 as now in effect or as hereafter amended subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission by
any rule, regulation or order. The terms "Holders" and "Interests" when
used herein shall have the respective meanings specified in the
Declaration of Trust of the Trust.
ASIAN SMALL COMPANIES PORTFOLIO XXXXX XXXXX MANAGEMENT
By_________________________ By____________________
Vice President Vice President,
and not individually
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