EXHIBIT 9(e)
THE NON-U.S. FIXED INCOME PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of December 29, 1995, by and
between The Non-U.S. Fixed Income 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 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 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 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 June 16, 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. FIXED INCOME 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
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
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 Non-U.S. Fixed Income 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
