ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of _________ __, 1996 by
and between Emerging Growth Portfolio, a New York trust (the "Portfolio"), and
The Chase Manhattan Bank, a New York State chartered bank (the "Administrator").
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 the Administrator to provide
certain administrative and management services, and the Administrator is willing
to provide such administrative and management services to 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 the Administrator. Subject to the direction and control
of the Board of Trustees of the Portfolio, the Administrator shall perform such
administrative and management services as may from time to time be reasonably
requested by the Portfolio, which shall include without limitation: (a)
providing office space, equipment and clerical personnel necessary for
maintaining the organization of the Portfolio and for performing the
administrative and management functions herein set forth; (b) arranging, if
desired by the Portfolio, for Directors, officers and employees of the
Administrator to serve as Trustees, officers or agents of the Portfolio if duly
elected or appointed to such positions and subject to their individual consent
and to any limitations imposed by law; (c) supervising the overall
administration of the Portfolio, including negotiation of contracts and fees
with and the monitoring of performance and xxxxxxxx of the Portfolio's transfer
agent, custodian and other independent contractors or agents; (d) preparing and,
if applicable, filing all documents required for compliance by the Portfolio
with applicable laws and regulations, including registration statements,
registration fee filings, semi-annual and annual reports to investors, proxy
statements and tax returns; (e) preparation of agendas and supporting documents
for and minutes of meetings of Trustees, committees of Trustees and investors;
and (f) maintaining books and records of the Portfolio. Notwithstanding the
foregoing, the Administrator shall not be deemed to have assumed any duties with
respect to, and shall not be responsible for, the management of the Portfolio's
assets or the rendering of investment advice and supervision with respect
thereto, nor shall the Administrator be
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deemed to have assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent or custodian of the Portfolio.
2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and wages of all of the Portfolio's Trustees, officers and
agents who devote part or all of their time to the affairs of the Administrator
or its affiliates, and the wages and salaries of such persons shall not be
deemed to be expenses incurred by the Portfolio for purposes of this Section 2.
Except as provided in the foregoing sentence, the Portfolio will pay all of its
own expenses including, without limitation, compensation of Trustees not
affiliated with the Administrator; governmental fees; interest charges; taxes;
membership dues in the Investment Company Institute allocable to the Portfolio;
fees and expenses of the Portfolio's independent auditors, of legal counsel and
of any transfer agent or registrar of the Portfolio; expenses of preparing,
printing and mailing reports, notices, proxy statements and reports to investors
and governmental officers and commissions; expenses of preparing and mailing
agendas and supporting documents for meetings of Trustees and committees of
Trustees; expenses connected with the execution, recording and settlement of
security transactions; insurance premiums; fees and expenses of the Portfolio's
custodian for all services to the Portfolio, including safekeeping of funds and
securities and maintaining required books and accounts; expenses of calculating
the net asset value of interests of the Portfolio; expenses of meetings of
investors in the Portfolio; and expenses relating to the issuance, registration
and qualification of interests in the Portfolio.
3. Compensation of Administrator. For the services to be rendered and
the facilities to be provided by the Administrator hereunder, the Portfolio
shall pay to the Administrator an administrative fee computed and paid monthly
at an annual rate of 0.05% of the Portfolio's average daily net assets for its
then-current fiscal year. If the Administrator serves as Administrator for less
than the whole of any period specified in this Section 3, the compensation to
the Administrator shall be prorated. For purposes of computing the fees payable
to the Administrator hereunder, the value of the Portfolio's net assets shall be
computed in the manner specified in the Portfolio's then-current Registration
Statement under the 1940 Act.
4. Limitation of Liability of the Administrator. The Administrator
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 Portfolio 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 "Administrator" shall include The Chase Manhattan Bank, N.A.
and/or any of its affiliates and
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the Directors, officers and employees of The Chase Manhattan Bank, N.A. and/or
of its affiliates.
5. Activities of the Administrator. The services of the Administrator
to the Portfolio are not to be deemed to be exclusive, the Administrator being
free to render administrative and/or other services to other parties. It is
understood that Trustees, officers, and investors of the Portfolio are or may
become interested in the Administrator and/or any of its affiliates, as
Directors, officers, employees, or otherwise, and that Directors, officers and
employees of the Administrator and/or any of its affiliates are or may become
similarly interested in the Portfolio and that the Administrator and/or any of
its affiliates may be or become interested in the Portfolio as an investor or
otherwise.
6. Duration, Termination and Amendments of this Agreement. This
Agreement may be terminated at any time, without the payment of any penalty, by
the Board of Trustees of the Portfolio or by the "vote of a majority of the
outstanding voting securities" of the Portfolio, or by the Administrator, in
each case on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement shall automatically terminate in the event of its
"assignment".
The terms "vote of a majority of the outstanding voting securities"
and "assignment", when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
7. Subcontracting by the Administrator. The Administrator may
subcontract for the performance of its obligations hereunder with any one or
more persons; provided, however, that the Administrator shall not enter into any
such subcontract unless the Trustees of the Portfolio shall have approved such
subcontract and found the subcontracting party to be qualified to perform the
obligations sought to be subcontracted; and provided, further, that, unless the
Portfolio otherwise expressly agrees in writing, the Administrator 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.
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 Secretary and Treasurer under the Portfolio's Declaration
of Trust, 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.
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EMERGING GROWTH PORTFOLIO
By: ____________________________
Name:
Title:
As [Title] and not Individually
THE CHASE MANHATTAN BANK
By: ____________________________
Name:
Title:
