EX-23.H(i)
ADMINISTRATION AGREEMENT
International Equity Portfolio
AGREEMENT made as of the 1st day of July, 2001, by and between
International Equity Portfolio, a New York business trust (the "Trust") and
INVESTMENT COMPANY CAPITAL CORPORATION, a Maryland corporation (the
"Administrator").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended.
The Trust desires the Administrator to render administrative services
to the Trust and to arrange for certain other services needed by the Trust, and
the Administrator is willing to render and arrange for such services upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. ADMINISTRATIVE AND OTHER SERVICES.
(a) Subject to the general supervision of the Board of Trustees of the
Trust, the Administrator will provide certain administrative
services to the Trust, and, at its own expense, shall arrange and
contract for transfer agency and fund accounting services for the
Trust as the Trust may require. Specifically, the Administrator
will (i) provide supervision of all aspects of the Trust's
operations not referred to in Section 1 of the current investment
advisory agreements between the Trust and the Trust's investment
adviser (the "Investment Advisory Agreement"); (ii) provide the
Trust with personnel to perform such executive, administrative,
accounting and clerical services as are reasonably necessary to
provide effective administration of the Trust; (iii) arrange for,
at the Trust's expense, the preparation for the Trust of all
required tax returns; (iv) arrange for (a) the preparation and
submission of reports to existing shareholders and (b) the periodic
updating of the Trust's prospectus and statement of additional
information and the preparation of reports filed with the
Securities and Exchange Commission and other regulatory
authorities; (v) maintain all of the Trust's records not required
to be maintained by the investment adviser pursuant to the
Investment Advisory Agreement; (vi) provide the Trust with adequate
office space and all necessary office equipment and services,
including, without limitation, telephone service, heat, utilities,
stationery supplies and similar items; and (vii) arrange for
transfer agency-related and shareholder relations services and
facilities and the services of one or more of its employees or
officers, or employees or officers of its affiliates relating to
such functions (including salaries and benefits, office space and
supplies, equipment and teaching.)
(b) The Administrator shall engage: (i) a transfer agent registered as
such with the Securities and Exchange Commission to serve as the
Trust's transfer agent; and (ii) a fund accounting agent to provide
fund accounting services to the Trust, and shall supervise the
services provided by them.
(c) The Administrator will also provide to the Trust's Board of
Trustees such periodic and special reports as the Board may
reasonably request, including but not limited to reports concerning
the services of the administrator, custodian, and fund accounting
and transfer agents. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall, except
as otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
(d) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(e) The services hereunder are not deemed exclusive and the
Administrator shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.
2. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise provided in Section
1 above and this Section 2, the Administrator will pay all costs it incurs
in connection with the performance of its duties under Section 1 of this
Agreement. The Administrator will pay the compensation and expenses of all
of its personnel and will make available, without expense to the Trust, the
services of such of its partners, officers and employees as may duly be
elected officers or Trustees of the Trust, subject to their individual
consent to serve and to any limitations imposed by law. The Administrator
shall also pay the fees of the transfer agent and fund accounting agent
engaged by it (other than such entities out-of-pocket charges). The
Administrator will not be required to pay any expenses of the Trust other
than those specifically allocated to the Administrator in this Section 2. In
particular, but without limiting the generality of the foregoing, the
Administrator will not be required to pay: (i) fees and expenses of any
investment adviser of the Trust; (ii) organizational expenses of the Trust;
(iii) fees and expenses incurred by the Trust in connection with membership
in investment company organizations; (iv) brokers' commissions, transfer
taxes, fees and other expenses connected with the acquisition, disposition
and valuation of securities and other investments; (v) fees and charges for
portfolio pricing services to a pricing agent, if any; (vi) outside legal,
accounting or auditing expenses; (vii) interest, insurance premiums, taxes
or governmental fees; (viii) litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the
Trust's business; (ix) the cost of preparing stock certificates or any other
expenses, including, without limitation, clerical expenses of issue,
redemption or repurchase of shares of the Trust; (x) the expenses of and
fees for registering or qualifying shares of the Trust for sale and of
maintaining the registration of the Trust and registering the Trust as a
broker or a dealer, if applicable; (xi) the fees and expenses of Trustees of
the Trust who are not affiliated with the Administrator; (xii) the cost of
typesetting, printing and distributing report and notices to shareholders,
the Securities and Exchange Commission and other regulatory authorities;
(xiii) any direct charges to shareholders approved by the Board of Trustees
of the Trust; or (xiv) costs in connection with annual or special meetings
of shareholders, including proxy material preparation, printing and mailing.
The Administrator shall not be required to pay expenses of activities which
are primarily intended to result in sales of shares of the Trust.
3. COMPENSATION OF THE ADMINISTRATOR.
(a) For all services to be rendered and payments made as provided in
Sections 1 and 2 hereof, the Trust will pay the Administrator on
the last day of each month a fee at an annual rate of 0.15% of the
average daily net assets of the Trust. The "average daily net
assets" of the Trust shall be determined on the basis set forth in
the Trust's prospectus or otherwise consistent with the 1940 Act
and the regulations promulgated thereunder.
(b) In addition to the foregoing, the Administrator may from time to
time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion
thereof would otherwise accrue) and/or undertake to pay or
reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Administrator.
Any such fee reduction or undertaking may be discontinued or
modified by the Administrator at any time.
4. OTHER INTERESTS. It is understood that the Trustees and Officers of the
Trust and shareholders of the Trust are or may be or become interested
in the Administrator as directors, officers, employees, shareholders or
otherwise and that directors, officers, employees and shareholders 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 shareholder or otherwise. It is also understood that
directors, officers, employees and shareholders of the Administrator
may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities
(including, without limitation, other investment companies)
controlling, controlled by or under common control with the
Administrator, its affiliates or subsidiaries or which the
Administrator, its affiliates or subsidiaries may in the future
organize, sponsor or acquire, or with which they may merge or
consolidate, and that the Administrator, its affiliates or subsidiaries
may enter into advisory or management or administration agreements or
other contracts or relationships with such other companies or entities.
5. SUB-ADMINISTRATORS. The Administrator may employ, at its own expense,
one or more sub-administrators from time to time to perform such of the
acts and services of the Administrator and upon such terms and
conditions as may be agreed upon between the Administrator and such
sub-administrators and approved by the Board of Trustees of the Trust.
6. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator
shall not be liable for any error or judgment (including the selection,
appointment and retention of the Trust's transfer agent or fund
accounting agent) or mistake of law or for any loss suffered by the
Trust in connection with the matters to which this Agreement relates or
loss arising from the acts, omissions, errors or delays of the Trust's
transfer agent or fund accounting agent, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by the
Administrator of its obligations and duties under this Agreement. Any
person, even though also employed by the
Administrator, who may be or become an employee of and paid by the
Trust shall be deemed, when acting within the scope of his employment
by the Trust, to be acting in such employment solely for the Trust and
not as its employee or agent. It is understood and expressly stipulated
that none of the trustees or shareholders of the Trust shall be
personally liable hereunder. None of the trustees, officers, agents or
shareholders of the Trust assume any personal liability for obligations
entered into on behalf of the Trust. All persons dealing with the Trust
must look solely to the property of the Trust for the enforcement of
any claims against the Trust.
7. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the
1940 Act as now in effect or as hereunder amended subject however, to
such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order.
8. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective on the date hereof. Unless terminated as herein provided,
this Agreement shall remain in full force and effect for two years from
the date hereof and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as such
continuance is specifically approved at least annually by the vote of a
majority of the Board of Trustees of the Trust. This Agreement may, on
60 days' written notice to the other party, be terminated at any time
without the payment of any penalty by the Trust or by the
Administrator.
9. AMENDMENT TO THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
11. MISCELLANEOUS. 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.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
International Equity Portfolio
By: /S/XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
Secretary
INVESTMENT COMPANY CAPITAL CORP.
By: /S/XXXXXXX X. XXXX
Xxxxxxx X. Xxxx
President
