THE ▇▇▇▇▇▇ BLUE CHIP MASTER PORTFOLIO TRUST
ADMINISTRATION AGREEMENT
AGREEMENT made this 30th day of April, 1997 between The ▇▇▇▇▇▇ Blue Chip
Master Portfolio Trust, a New York trust (the "Trust"), on behalf of each of its
series listed on Schedule A (the "Series"), and ▇▇▇▇▇ ▇▇▇▇▇ Management, a
Massachusetts business trust (the "Administrator").
IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree with respect to each Series:
1. Duties of the Administrator. The Trust hereby employs the
Administrator to act as administrator of the Series and to administer their
affairs, 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 undertakes to
afford to the Trust the advice and assistance of the Administrator's
organization in the administration of the Series and to furnish for the use of
the Series office space and all necessary office facilities, equipment and
personnel for administering the affairs of the Series and to pay the salaries
and fees of all officers and Trustees of the Trust who are members of the
Administrator's organization and all personnel of the Administrator performing
services relating to administrative activities. 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.
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 Series' assets or the rendering of investment advice and
supervision with respect thereto, nor shall the Administrator be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent or custodian of the Trust or the Series. As
of the date hereof, ▇▇▇▇▇ ▇▇▇▇▇ Management acts as Administrator to each mutual
fund which is a holder of interest in a Series of the Trust under an
administration agreement between the Massachusetts business trust of which such
mutual fund is a series, and ▇▇▇▇▇ ▇▇▇▇▇ Management.
2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and fees of all of the Trust's Trustees and officers who devote
part or all of their time to the affairs of the Administrator, and the salaries
and fees of such persons shall not be deemed to be expenses incurred by the
Trust for purposes of this Section 2. Except as provided in the foregoing
sentence, the Administrator shall not pay any expenses relating to the Trust or
the Series including, without implied limitation, (i) expenses of maintaining
the Series 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, disposition and valuation of securities and
other investments, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, decrease and
redemption of interests, (viii) expenses of registering the Trust and the Series
under federal securities laws, (ix) expenses of reports and notices to holders
of interest 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
disbursements of custodians and subcustodians for all services to the Series
(including without limitation safekeeping of funds, securities and other
investments, keeping of books and accounts and determination of net asset
values), (xiv) fees, expenses and disbursements of transfer agents for all
services to the Series, (xv) compensation and expenses of Trustees of the Trust
who are not members of the Administrator's organization, and (xvi) such
non-recurring items as may arise, including expenses
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incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees and officers with respect
thereto.
3. Compensation of Administrator. The Board of Trustees of the Trust
has currently determined that, based on the current level of compensation
payable to ▇▇▇▇▇ ▇▇▇▇▇ Management by each mutual fund which is a holder of
interest in a Series of the Trust, under their present respective administration
agreements with ▇▇▇▇▇ ▇▇▇▇▇ Management, the Administrator shall receive no
compensation from the Trust or the Series in respect of the services to be
rendered and the facilities to be provided by the Administrator under this
Agreement. If the Trustees determine that the Trust or the Series, should
compensate the Administrator for such services and facilities, such compensation
shall be set forth in a new agreement or in an amendment to this Agreement to be
entered into by the parties hereto.
4. Other Interests. It is understood that Trustees and officers of the
Trust are or may be or become interested in the Administrator as officers,
employees or otherwise and that 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 interestholder or
otherwise. It is also understood that officers and employees of the
Administrator may be or become interested (as directors, trustees, officers,
employees 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 or administration agreements or other contracts or relationships with
such other companies or entities.
5. Limitation of Liability of the Administrator. The services of the
Administrator to the Trust and the Series 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 the Series or to any holder of interest in any Series 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 this 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 through 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 (i) by the Board of Trustees of the
Trust and (ii) by the vote of a majority of those Trustees of the Trust who are
not interested persons of the investment adviser, the Administrator or the
Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement as to any Series without the
payment of any penalty, by action of Trustees of the Trust or the trustee of the
Administrator, as the case may be, 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 Series. This Agreement
shall terminate automatically in the event of its assignment.
7. Amendments 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 (i) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the investment
adviser, the Administrator or the Trust, and (ii) by vote of the Board of
Trustees of the Trust. Additional series of the Trust, however, will become a
Series hereunder upon approval by the Trustees of the Trust and amendment of
Schedule A.
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8. Limitation of Liability. A Series shall not be responsible for the
obligations of any other series of the Trust. The Administrator hereby agrees
that it shall have recourse to the Trust or the respective Series for payment of
claims or obligations between the Trust or the respective Series and the
Administrator arising out of this Agreement and shall not seek satisfaction from
the holders or any holder of any Series or from the officers or Trustees of the
Trust.
9. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
THE ▇▇▇▇▇▇ BLUE CHIP ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
MASTER PORTFOLIO TRUST
By: ▇.▇▇▇ ▇▇▇▇▇▇▇, Jr. By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name:H. Day ▇▇▇▇▇▇▇, Jr. Name:▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President Title: Vice President
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SCHEDULE A
April 30, 1997
Selected Blue Chip Equities Portfolio
Junior Blue Chip Equities Portfolio
International Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Treasury Near Term Portfolio
Current Income Portfolio
(each of the above, a "Series")
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