ws5280A
SUBADMINISTRATIVE SERVICES AGREEMENT
SUBADMINISTRATIVE SERVICES AGREEMENT, dated as of March 1, 1999, by and
between XXXXX BROTHERS XXXXXXXX TRUST COMPANY (the "Administrator") and 00 XXXX
XXXXXX ADMINISTRATORS, INC., a Delaware corporation (the "Subadministrator").
W I T N E S S E T H:
WHEREAS, the Administrator has entered into an Administrative Services
Agreement (the "Administrative Agreement") with each of U.S. Money Market
Portfolio, Inflation-Indexed Securities Portfolio (formerly, U.S.
Short/Intermediate Bond Portfolio), U.S. Equity Portfolio, U.S. Small Company
Portfolio, European Equity Portfolio, Pacific Basin Equity Portfolio,
International Equity Portfolio, Emerging Markets Portfolio (formerly, Short Term
Portfolio), and U.S. Mid-Cap Portfolio (each a "Portfolio" and collectively the
"Portfolios") dated as of March 1, 1999; and
WHEREAS, as permitted by Section 6 of the Administrative Agreement, the
Administrator desires to subcontract some or all of the performance of its
obligations thereunder to the Subadministrator, and the Subadministrator desires
to accept such obligations; and
WHEREAS, the Administrator wishes to engage the Subadministrator to
provide certain administrative services on the terms and conditions hereinafter
set forth, so long as the Trustees of each Portfolio shall have found the
Subadministrator to be qualified to perform the obligations sought to be
subcontracted.
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 the Subadministrator. The Subadministrator shall perform
such administrative and management services as may from time to time be agreed
to between the Administrator and the Subadministrator. The administrator shall
perform administrative and management services including the following: (i)
furnish each Portfolio with adequate office facilities, utilities, office
equipment and related services; (ii) be responsible for the financial and
accounting records required to be maintained for each Portfolio (including those
being maintained by each Portfolio's custodian) other than those being
maintained by each Portfolio's investment adviser; (iii) furnish each Portfolio
with ordinary clerical, bookkeeping and recordkeeping services at such office
facilities; (iv) arrange, but not pay for, the preparation for each Portfolio of
all required tax returns and reports to its investors and the Securities and
Exchange Commission and the periodic updating of each Portfolio's registration
statement; (v) oversee the performance of administrative and professional
services to each Portfolio by others, including each Portfolio's custodian; and
(vi) authorize and permit any of its Directors, officers and employees who may
be elected as Trustees or officers of a Portfolio to serve in the capacities in
which they are elected. Notwithstanding the foregoing, the Subadministrator
under this Agreement shall not be deemed to have assumed any duties with respect
to, and shall not be responsible for, the management of the assets of any
Portfolio or the rendering of investment advice and supervision with respect
thereto, nor shall the Subadministrator under this agreement be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent, shareholder servicing agent or custodian of a
Portfolio.
2. Compensation of Subadministrator. For the services to be rendered
and the facilities to be provided by the Subadministrator hereunder, the
Administrator shall pay an administrative fee to the Subadministrator as may
from time to time be agreed to between the Administrator and the
Subadministrator. The Subadministrator assumes and will pay the salaries and
expenses of all personnel of the Portfolios who are affiliated with the
Subadministrator.
3. Limitation of Liability of the Subadministrator. The
Subadministrator shall not be liable for any error of judgment or mistake of law
or for any act or omission in the administration or management of the Portfolios
or 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. As used in this
Section 4, the term "Subadministrator" shall include the Subadministrator and/or
any of its affiliates and the Directors, officers and employees of the
Subadministrator and/or any of its affiliates.
4. Activities of the Subadministrator. The services of the
Subadministrator are not to be deemed to be exclusive, the Subadministrator
being free to render administrative and/or other services to other parties. It
is understood that Trustees, officers, and investors in a Portfolio are or may
become interested in the Subadministrator and/or any of its affiliates, as
Directors, officers, employees, or otherwise, and that Directors, officers and
employees of the Subadministrator and/or any of its affiliates are or may become
similarly interested in a Portfolio and that the Subadministrator and/or any of
its affiliates may be or become interested in a Portfolio as an investor or
otherwise.
5. Termination. This Agreement may be terminated by a Portfolio at any
time, without the payment of any penalty, by the Trustees of the Portfolio or by
a vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of the Portfolio, upon not less than 60 days' written notice to the
Administrator, or by the Administrator at any time, without the payment of any
penalty, upon not less than 90 days' written notice to the Portfolio. This
Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
6. Amendment. The parties may amend this Agreement and include such
other terms and conditions as may from time to time be agreed to between the
Administrator and the Subadministrator, so long as the Trustees of the
Portfolios shall have found the subcontracting party to be qualified to perform
the obligations sought to be subcontracted.
7. 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 the Administrator at 00 Xxxx Xxxxxx,
Xxx Xxxx, XX 00000, Attention: Senior Vice President; or (2) to the
Subadministrator at 00 Xxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Secretary.
8. 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.
XXXXX BROTHERS XXXXXXXX TRUST COMPANY
By:
00 XXXX XXXXXX ADMINISTRATORS, INC.
By
