PIC MIDCAP PORTFOLIO
ADMINISTRATION AGREEMENT
AGREEMENT made this 31st day of December, 1997, by and between PIC
MIDCAP PORTFOLIO (the "Trust"), a trust organized under the laws of the State of
New York, and INVESTMENT COMPANY ADMINISTRATION CORPORATION (the
"Administrator"), a Delaware corporation.
WITNESSETH:
In consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is hereby agreed by and between the parties hereto as
follows:
l. In General.
The Trust hereby appoints Investment Company Administration
Corporation as Administrator, subject to the overall supervision of the Board of
Trustees of the Trust for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such appointment and agrees during
such period to render the services herein described and to assume the
obligations set forth herein, for the compensation herein provided.
2. Duties and Obligations of the Administrator.
(a) Subject to the direction and control of the Board of
Trustees of the Trust, the Administrator shall be responsible for
providing such services as the Trustees may reasonably request,
including but not limited to (i) maintaining the Trust's books and
records (other than financial or accounting books and records
maintained by any custodian, transfer agent or accounting services
agent); (ii) overseeing the Trust's insurance relationships; (iii)
preparing for the Trust (or assisting counsel and/or auditors in the
preparation of) all required tax returns, proxy statements and
reports to the Trust's shareholders and Trustees and reports to and
other filings with the Securities and Exchange Commission and any
other governmental agency (the Trust agreeing to supply or cause to
be supplied to the Administrator all necessary financial and other
information in connection with the foregoing); (iv) preparing such
applications and reports as may be necessary to register or maintain
the Trust's registration and/or the registration of the shares of the
Trust under the securities or "blue sky" laws of the various states
selected by the Trust (the Trust agreeing to pay all filing fees or
other similar fees in connection therewith); (v) responding to all
inquiries or other communications of shareholders, if any, which are
directed to the Administrator, or if any such inquiry or
communication is more properly to be responded to by the Trust's
custodian, transfer agent or accounting services agent, overseeing
their response thereto; (vi) overseeing all relationships between the
Trust and any custodian(s), transfer agent(s) and accounting services
agent(s), including the negotiation of agreements and the supervision
of the performance of such agreements; and (vii) authorizing and
directing any of the Administrator's directors, officers and
employees who may be elected as Trustees or officers of the Trust to
serve in the capacities in which they are elected. All services to be
furnished by the Administrator under this Agreement may be furnished
through the medium of any such directors, officers or employees of
the Administrator.
(b) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties ("disabling
conduct") hereunder on the part of the Administrator (and its
officers, directors, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the
Administrator) the Administrator shall not be subject to liability to
the Trust or to any shareholder of the Trust for any act or omission
in the course of, or connected with, rendering services hereunder,
including, without limitation, any error of judgment or mistake of
law or for any loss suffered by any of them in connection with the
matters to which this Agreement relates, except to the extent
specified in Section 36(b) of the Investment Company Act of 1940 (the
"Act") concerning loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services. Except for such
disabling conduct, the Trust shall indemnify the Administrator (and
its officers, directors, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the
Administrator) from any liability arising from the Administrator's
conduct under
this Agreement to the extent permitted by the Trust's Declaration of
Trust and applicable law.
(c) It is agreed that the Administrator shall have no
responsibility or liability for the accuracy or completeness of the
Trust's Registration Statement under the Act except for information
supplied by the Administrator for inclusion
therein.
3. Allocation of Expenses
The Administrator agrees that it will furnish the Trust, at the
Administrator's expense, with all office space and facilities, and equipment and
clerical personnel necessary for carrying out its duties under this Agreement.
The Administrator will also pay all compensation of all Trustees, officers and
employees of the Trust who are affiliated persons of the Administrator. All
costs and expenses not expressly assumed by the Administrator under this
Agreement shall be paid by the Trust, including, but not limited to (i) interest
and taxes; (ii) brokerage fees and commissions; (iii) insurance premiums; (iv)
compensation and expenses of the Trust's Trustees other than those affiliated
with the Advisor or the Administrator; (v) legal and auditing fees and expenses;
(vi) fees and expenses of the Trust's custodian, transfer agent and accounting
services agent; (vii) expenses incident to the issuance of the Trust's shares,
including issuance on the payment of, or reinvestment of, dividends; (viii) fees
and expenses incident to the registration under Federal or state securities laws
of the Trust or its shares; (ix) expenses of preparing, printing and mailing
reports and notices and proxy material to shareholders of the Trust; (x) all
other expenses incidental to holding meetings of the Trust's shareholders; (xi)
dues or assessments of or contributions to the Investment Company Institute or
any successor; (xii) such non-recurring expenses as may arise, including
litigation affecting the Trust and the legal obligations which the Trust may
have to indemnify its officers and Trustees with respect thereto; and (xiii)
organization costs of the Trust.
4. Compensation of the Administrator
The Trust agrees to pay the Administrator and the Administrator
agrees to accept as full compensation for all services rendered by the
Administrator as such, an annual fee, payable monthly and computed based on the
value of the total net assets of the Trust at the annual rate of 0.10% of the
such net assets.
5. Duration and Termination
(a) This Agreement shall become effective on the date set
forth above and shall remain in force for two years thereafter unless
terminated pursuant to the provisions of paragraph (b) hereof. This
Agreement shall continue in force from year to year after the initial
two-year term, but only so long as such continuance is specifically
approved annually by the Trust's Board of Trustees or by a vote of a
majority of the Trust's outstanding voting securities.
(b) This Agreement may be terminated by the Administrator
at any time without penalty upon giving the Trust not less than sixty
(60) days' written notice (which notice may be waived by the Trust)
and may be terminated by the Trust at any time without penalty upon
giving the Administrator not less than sixty (60) days' written
notice (which notice may be waived by the Administrator), provided
that such termination by the Trust shall be directed or approved by
the vote of a majority of all of its Trustees in office at the time
or by the vote of the holders of a majority (as defined in the Act)
of the voting securities of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by duly authorized persons and their seals to be
hereunto affixed, all as of the day and year first above written.
PIC MIDCAP PORTFOLIO
By
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INVESTMENT COMPANY ADMINISTRATION
CORPORATION
By
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