Exhibit 99.h
ADMINISTRATION AGREEMENT
Asset Management Portfolio
AGREEMENT made as of the 1/st/ day of July, 2001, by and between Asset
Management 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
2
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 0.10% of the average
daily net assets . 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
3
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.
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Asset Management Portfolio
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Secretary
INVESTMENT COMPANY CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
President
5
