RUSSIA AND EASTERN EUROPE PORTFOLIO
ADMINISTRATION AGREEMENT
AGREEMENT made this 17th day of November, 1997 between Russia and Eastern
Europe 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, 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,
1999 and shall continue in full force and effect indefinitely thereafter, but
only so long as such continuance after February 28, 1999 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 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.
RUSSIA AND EASTERN EUROPE PORTFOLIO XXXXX XXXXX MANAGEMENT
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxx X. Xxxxxx
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Vice President Vice President,
and not individually
