ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the 14th day of February, 1997.
BETWEEN:
(1) Worldwide Developing Resources Portfolio, a New York trust the
principal office of which is at IBT Trust Company (Cayman), Ltd., The
Bank of Nova Scotia Building, P.O. Box 501, ▇▇▇▇▇▇ Town, Grand Cayman,
Cayman Islands, British West Indies (the "Trust") OF THE ONE PART
AND
(2) IBT Trust Company (Cayman), Ltd., a company duly incorporated in the
Cayman Islands the Registered Office of which is at The Bank of Nova
Scotia Building, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, British
West Indies aforesaid (the "Administrator") OF THE OTHER PART.
WHEREAS:
(A) The Trust is registered under the United States Investment Company Act
of 1940 as a management investment company.
(B) The Administrator has agreed to provide general administration
services to the Trust, and the Trust wishes to appoint the
Administrator as general administrator of the Trust upon the terms and
conditions hereinafter appearing.
AGREEMENT:
1. (a) In this Agreement the words standing in the first column of the table
next hereinafter contained shall bear the meanings set opposite to
them in the second column thereof, if not inconsistent with the
subject or context:
WORDS MEANINGS
"Declaration of Trust" The Declaration of Trust of the Trust for the time
being in force.
"Trustees" The Trustees of the Trust for the time being, or
as the case may be, the Trustees assembled as a
board.
"Registration Statement" The Registration Statement of the Trust as amended
and filed with the U.S. Securities and Exchange
Commission.
(b) Unless the context otherwise requires and except as varied or
otherwise specified in this Agreement, words and expressions contained
in this Agreement shall bear the same meaning as in the Registration
Statement PROVIDED THAT any alteration or amendment of the
Registration Statement shall not be effective for the purposes of this
Agreement unless the Administrator shall by endorsement hereon or
otherwise have assented in writing thereto.
(c) The headings are intended for convenience only and shall not affect
the construction of this Agreement.
APPOINTMENT OF ADMINISTRATOR
2. The Trust hereby appoints the Administrator and the Administrator hereby
agrees to act as general administrator of the Trust in accordance with the
terms and conditions hereof with effect from the date hereof.
DUTIES AS GENERAL CORPORATE ADMINISTRATOR
3. The Administrator shall from time to time deliver such information
explanations and reports to the Trust as the Trust may reasonably require
regarding the conduct of the business of the Trust.
4. The Administrator shall provide the principal office of the Trust; and
(a) conduct on behalf of the Trust all the day to day business of the
Trust, other than investment activities, and provide the or procure
such office accommodation, secretarial staff and other facilities as
may be required for the purposes of fulfilling its duties under this
Agreement;
(b) receive and approve notices of subscriptions and redemptions of Trust
interests;
(c) at the request of the Trust, arrange execution and filing with the
U.S. Securities and Exchange Commission (the "SEC") of amendments to
the Trust's Registration Statement, and of any other regulatory
filings required to be made by the Trust;
(d) deal with and reply to all correspondence and other communications
addressed to the Trust at its principal office, whether in relation to
the subscription, purchase or redemption of interests in the Trust or
otherwise PROVIDE THAT in the event of any dispute in connection with
the issue, ownership, redemption or otherwise of any interests the
matter shall be referred to the Trust, and the Administrator shall
take such action as may reasonably be required by the Trust;
(e) at any time during business hours to permit any duly appointed agent
or representative of the Trust, at the expense of the Trust to inspect
the Register of Holders or any other documents or records in the
possession of the Administrator and give such agent or representative
during business hours all information, explanations and assistance as
such agent or representative may reasonably require, and permit
representatives of the U.S. Securities and Exchange Commission to
examine books and records of the Trust;
(f) maintain and safeguard the Register of Holders of Interests and other
documents in connection therewith and enter on such Register all
original issues and allotments of an all increases, decreases and
redemptions of such interests all in accordance with the provisions of
the Declaration of Trust and Trustee instructions and to prepare all
such lists of Holders of Interests of the Trust and account numbers of
Holders as may be required by the Trust.
DEALINGS OF THE ADMINISTRATOR
5. Nothing herein contained shall prevent the Administrator or any firm,
person or company associated in any way with the Administrator from
contracting with or entering into any financial, banking or other
transaction with the Trust, any shareholder or any company or body of
persons any of whose securities are held by or for the account of the Trust
or from being interested in such transaction.
6. Nothing herein contained shall prevent the Administrator or any associate
of the Administrator from acting as administrator or general corporate
manager or in any other capacity whatsoever for any other company or body
of persons on such terms as the Administrator or such associate may
arrange, and the Administrator or such associate shall not be deemed to be
affected with notice of or to be under any duty to disclose the Trust any
fact or thing which may come to its knowledge or that of any of its
servants or agents in the course of so doing or in any manner whatever
otherwise than in the course of carrying out its duties hereunder.
AGENTS AND ADVICE
7. The Administrator shall be at liberty in the performance of its duties and
in the exercise of any of the powers vested in it hereunder to act by
responsible officers or a responsible officer for the time being and to
employ and pay an agent who may (but need not) be an associate of the
Administrator to perform or concur in performing any of the services
required to be performed hereunder and may act or rely upon the opinion or
advice or any information obtained from any broker, lawyer, valuer,
surveyor, auctioneer or other expert, whether reporting to the Trust, to
the Administrator or not, and the Administrator shall not be responsible
for any loss occasioned by its so acting.
8. The Administrator may at the expense of the Trust refer any legal question
to the legal advisers of the Trust for the time being (whose name shall
from time to time be notified by or on behalf of the Trust to the
Administrator) or legal advisers that it may select with the prior approval
of the Trust and may authorize any such legal adviser to take the opinion
of counsel on any matter of difficulty and may act on any opinion given by
such legal advisers or counsel without being responsible for the
correctness thereof or for any result which may follow from so doing.
REMUNERATION
9. In consideration of the services performed by the Administrator hereunder
the Administrator shall be entitled to receive such fees as are agreed upon
in writing by the parties as set forth in Schedule A of this Agreement.
REIMBURSEMENT BY THE TRUST TO THE ADMINISTRATOR
10. In addition to the fees set out in clause 9 above the Trust shall reimburse
to the Administrator all reasonable costs and expenses incurred by the
Administrator in the performance of its duties hereunder.
LIABILITY AND INDEMNITY
11. (a) The Administrator, its subsidiaries, agents, advisors, shareholders,
directors, officers, servants and employees shall not be liable to the
Trust or a Holder of its Interests, or any of its or their successors
or assigns, except for loss arising to the Trust by reason of act of,
or omissions due to negligence or willful default on the part of any
such persons as aforesaid.
(b) The Trust shall indemnify, defend and hold harmless the Administrator
and each of its subsidiaries, agents, advisors, shareholders,
directors, officers, servants and employees from and against any loss,
liability, damage, cost or expense (including legal fees and expenses
and any amounts paid in settlement), resulting from its or their
actions or capacities hereunder or otherwise concerning the business
or activities undertaken on behalf of the Trust under this Agreement
or sustained by any of them including (without restricting the
generality of the foregoing) loss sustained as a result of delay,
mis-delivery or error in transmission of any cable, telefax, telex or
telegraphic communication. Subject as aforesaid all actions taken by
the Administrator shall be taken in good faith and in the reasonable
belief that such actions are taken in the best interests of the Trust
PROVIDED THAT termination of any action, proceeding, demand, claim or
lawsuit by judgment, order or settlement shall not, of itself, create
a presumption that the conduct in question was not undertaken in good
faith with due care and in a manner reasonably believed to be in or
not opposed to the best interest of the Trust. The right of
indemnification hereunder shall remain in full force and effect
regardless of the expiration or termination of this Agreement.
RIGHT TO ADVISE AND MANAGE THE TRUST OR OTHERS
12. The Trust acknowledges that an important part of the Administrator's
business is, and that is derives profits from, managing the affairs of its
affiliates and other entities and that the Administrator will be managing
such affiliates and entities during the same period that it is managing the
affairs of the Trust. The Administrator and its officers and employees
shall be free to manage such other affiliates and entities and to retain
for its own or their benefit all profits and revenues derived therefrom
PROVIDED THAT the Administrator shall not knowingly prefer affiliates of
the Administrator or other entities to the detriment of the affairs of the
Trust.
RESTRICTIONS
13. Neither of the parties hereto shall do or commit any act, matter or thing
which would or might prejudice or bring into disrepute in any manner the
business or reputation of the other or any director, officer or employee of
the other.
14. Except as required by the law and save as contemplated by the Declaration
of Trust, neither of the parties hereto shall either before or after the
termination of this Agreement disclose to any person not authorized by the
other party to receive the same information relating to such party or to
the affairs of such party of which the party disclosing the same shall have
become possessed during the period of this Agreement, and both parties
shall use all reasonable endeavors to prevent any such disclosure as
aforesaid.
TERMINATION
15. The Administrator shall be entitled to resign its appointment hereunder:
(a) by giving not less than two (2) month's notice in writing to the
Trust;
(b) if the Trust shall commit any breach of its obligations under this
Agreement and shall fail within ten days of receipt of notice served
by the Administrator requiring it so to do, to make good such breach;
and
(c) at any time without such notice as is referred to in sub-paragraphs
(a) and (b) of this clause if the Trust shall go into liquidation
(other than for the purpose of reconstruction or amalgamation upon
terms previously approved in writing by the Administrator) or if a
receiver of any of the assets of the Trust is appointed.
16. The Trust may terminate the appointment of the Administrator:
(a) by giving no less than two (2) month's notice in writing to the
Administrator;
(b) if the Administrator shall commit any breach of its obligations under
this Agreement and shall fail within ten days of receipt of notice
served by the Trust requiring it so to do, to make good such breach;
and
(c) at any time without such notice as is referred to in sub-paragraphs
(a) and (b) or this clause if the Administrator goes into liquidation
(except a voluntary liquidation for the purpose of reconstruction or
amalgamation upon terms previously approved in writing by the Trust)
or if a receiver is appointed of any of the assets of the
Administrator.
17. On termination of the appointment of the Administrator under the provisions
of the preceding clauses, such termination shall be without prejudice to
any antecedent liability of the Administrator or the Trust. The
Administrator shall be entitled to receive all fees and other moneys
accrued up to the date of such termination but shall not be entitled to
compensation in respect of such termination.
18. The Administrator shall, on the termination of its appointment:
(a) Forthwith hand over to the Trust or as it shall direct all books of
account, registers, correspondence and records of all and every
description relating to the affairs of the Trust which are in the
Administrator's possession but not including any promotional material
bearing the style or any trade ▇▇▇▇ or symbol of the Administrator.
The Administrator shall also in such circumstance deliver or cause to
be delivered to the succeeding administrator or as the Trust shall
direct all funds or other properties of the Trust deposited with or
otherwise held by the Administrator or to its order hereunder and do
all such further acts as the Trust may reasonably require of it.
(b) have the right by written request to require the Trust in its
Registration Statement and any other material made available to
investors and prospective investors to (as may reasonably be approved
by the Administrator) indicate that the Administrator and its
delegate(s) (if any) have ceased to be its administrator.
REPRESENTATIONS AND WARRANTIES
19. (a) The Administrator represents and warrants to the Trust as follows:
(i) The Administrator has full power and authority to enter into and
perform this Agreement and this Agreement has been duly
authorized by all requisite corporate action, executed and
delivered by or on behalf of the Administrator and constitutes a
valid and binding agreement of the Administrator.
(ii) Neither the execution, delivery nor performance of this Agreement
by the Administrator will result in a breach of violation of any
statute, law, rule or of the material provisions of any debenture
or other material agreement binding upon the Administrator and no
consent, approval, authorization or license by any court or
governmental agency is required for the execution, delivery or
performance of this Agreement by the Administrator, except such
as have been obtained by the Administrator.
(b) The Trust represents and warrants to the Administrator as follows:
(i) The Trust has full power and authority to enter into and perform
this Agreement and this Agreement has been duly authorized by all
requisite corporate action, executed and delivered by or on
behalf of the Trust and constitutes a valid and binding agreement
of the Trust.
(ii) Neither the execution, delivery nor performance of this Agreement
by the Trust will result in a breach of violation of any statute,
law, rule or of the material provisions of any debentures or
other material agreement binding upon the Trust and no consent,
approval, authorization or license by any court or governmental
agency is required for the execution, delivery or performance of
this Agreement by the Trust except such as have been obtained by
the Trust.
INDEPENDENT CONTRACTOR
20. For all purposes of this Agreement, the Administrator shall be an
independent contractor and not an employee or dependent agent of the Trust,
nor shall anything herein be construed as making the Trust a partner or
co-venturer with the Administrator or any of its affiliates or other
clients. Except as provided in this Agreement, the Administrator shall have
no authority to bind, obligate or represent the Trust.
COMPLETE AGREEMENT
21. This Agreement constitutes the entire Agreement between the parties
relating to the subject matter hereof.
ASSIGNMENT
22. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns but may not be assigned by any party
without the express written consent of the other party which shall not be
reasonably withheld or delayed.
23. This Agreement may not be amended except by the written consent of each of
the parties hereto.
NOTICES
24. Any notice delivered under this Agreement shall be in writing and signed by
a duly authorized officer of the party giving such notice and shall be
delivered personally or sent by registered or certified mail, postage
prepaid, to the registered office of the party for whom it is intended. A
notice so posted shall be deemed to be served at the expiration of
seventy-two (72) hours after posting and in proving service by post it
shall be sufficient to prove that an envelope containing the notice was
duly addressed, stamped and posted.
GOVERNING LAW
25. This Agreement shall be governed by and construed in accordance with the
laws of the Cayman Islands and the parties hereto agree to submit to the
non-exclusive jurisdiction of the Courts of the Cayman Islands.
IN WITNESS WHEREOF this Agreement has been duly executed for an on behalf of the
parties hereto in manner binding upon them the day and year first above written:
written.
Signed by ) /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
for and on behalf of the said ) --------------------------------
Worldwide Developing Resources ) President Signed in ▇▇▇▇▇▇▇▇, Bermuda
Portfolio
SIGNED by ) /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
for and on behalf of the said ) ---------------------------------
IBT Trust Company (Cayman), Ltd. ) Executive Vice President
SCHEDULE A
IBT TRUST COMPANY (CAYMAN), LTD.
FEE SCHEDULE FOR ADMINISTRATION SERVICES
WORLDWIDE DEVELOPING RESOURCES PORTFOLIO
ANNUAL OFFSHORE ADMINISTRATION FEE $ 1,500
This fee will be charged to each Portfolio (Hub) annually for the following
Principal Office and Administrative Services.
PRINCIPAL OFFICE
The following services will be provided for each Portfolio (Hub):
o Register Portfolio with Inspector of Financial Services
o Safekeeping of original contracts, agreements, and board minutes
o Provide officers to Portfolio
o Ensure compliance with Cayman Islands Law
ADMINISTRATIVE SERVICES
The following services will be provided for each Portfolio (Hub):
o Authorize expense budget and amendments
o Authorize expense payments
o Mail Board materials
o Maintain register of holders
o Authorize Subscriptions and redemptions
o Authorize Portfolio distributions (if Applicable)
o Distribute annual, semi-annual, quarterly reports to shareholders
