SUB-ADMINISTRATION AGREEMENT
BETWEEN CONSECO SERVICES LLC
AND
AMR INVESTMENT SERVICES, INC.
THIS SUB-ADMINISTRATION AGREEMENT is entered into as of this 31st day of
December, 1997, by and between Conseco Services LLC (the "Administrator"), an
Indiana limited liability company, and AMR Investment Services, Inc. ("AMR"), a
Delaware corporation.
WITNESSETH:
WHEREAS, the Conseco Fund Group (the "Trust") is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
diversified management investment company;
WHEREAS, the Trust has established a separate series of shares known as
the Conseco International Fund (the "Fund"), and the Fund currently intends to
invest all of its investable assets in the International Equity Portfolio of AMR
Investment Services Trust (the "Portfolio");
WHEREAS, the Administrator has agreed to provide administrative services
to the Fund pursuant to an Amended and Restated Administration Agreement between
the Trust and the Administrator (the "Administration Agreement"); and
WHEREAS, the Administrator desires to retain AMR as an agent of the
Administrator to perform certain of its duties to the Fund under the
Administration Agreement, and AMR is willing to perform said duties;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties mutually agree as follows:
1. EMPLOYMENT; DUTIES OF AMR
1.1 The Administrator hereby employs AMR as sub-administrator of the Fund, and
AMR agrees to provide the services set forth herein in return for the
compensation under Paragraph 2.
1.2 Subject to the supervision and direction of the Administrator and the
Board of Trustees of the Trust (the "Trustees"), AMR shall (i) prepare
reports regarding the performance of the Portfolio, (ii) coordinate the
Fund's relationship with the Portfolio and with service providers to the
Portfolio, including the agent that performs fund accounting and oversees
the determination of the net asset value per share, (iii) communicate with
the Trustees and the Administrator regarding all relevant aspects of the
Portfolio's operations, (iv) monitor and report on compliance by the
Portfolio with its investment policies and restrictions, (v) maintain any
books and records with respect to AMR's services hereunder required by the
1940 Act, (vi) monitor and report on the Portfolio's compliance with
applicable Internal Revenue Code and 1940 Act provisions and regulations,
(vii) provide a representative at meetings of the Trustees upon request,
(viii) furnish, without cost to the Fund, such office space, equipment,
facilities and personnel necessary in connection with AMR's performance
hereunder, (ix) make available and provide financial, accounting and
statistical information required by the Fund in the preparation of its
registration statements and reports required by the 1940 Act, and (x)
render assistance and advice with respect to marketing materials to the
extent that those materials relate to the Portfolio.
1.3 The administrative services provided hereunder will exclude (i) portfolio
custodial services and fund accounting services provided by the Fund's
custodian and (ii) transfer agency services provided by the Trust's
transfer agent.
2. SUB-ADMINISTRATION FEES
2.1 As compensation for the services rendered and the expenses assumed by AMR
pursuant to this Agreement, the Administrator shall pay AMR a fee computed
at the annual rate set forth on Schedule A, as such schedule may be
amended from time to time.
2.2 The sub-administration fee shall be accrued daily and paid monthly. In
case this Agreement becomes effective or terminates before the end of any
month, the sub-administration fee for that month shall be calculated on
the basis of the number of business days during which it is in effect for
that month.
3. EXPENSES
AMR shall pay all costs and expenses incurred in rendering its services
pursuant to this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR AND AMR
4.1 The Administrator represents and warrants to AMR that:
(a) It is a limited liability company duly organized and existing, in
good standing, under the laws of the State of Indiana.
(b) It is duly qualified to carry on its business in the State of
Indiana.
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(c) It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
(d) All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
(e) It has been duly authorized by the Trust to employ a
sub-administrator.
4.2 AMR represents and warrants to the Administrator that:
(a) It is a corporation duly organized and existing, in good standing,
under the laws of the State of Delaware.
(b) It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
(d) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
5. CONFIDENTIALITY
Subject to the duty of the Administrator or AMR to comply with applicable
law, each party agrees, on its own behalf and on behalf of its employees,
agents and contractors, to treat as confidential all information with
respect to the other party received pursuant to this Agreement.
6. LIABILITY
AMR, its officers, directors or employees, and each other person who
controls AMR shall not be liable for, and the Administrator shall
indemnify and hold AMR harmless from, any and all losses, damages, or
expenses suffered by the Trust, the Fund or its shareholders that result
from any action taken or omitted to be taken by AMR hereunder, except a
loss, damage or expense resulting from willful misfeasance, bad faith or
negligence of AMR or that of its officers, directors or employees or the
reckless disregard by AMR or its officers, directors or employees of
obligations and duties hereunder.
7. FUND RECORDS
In compliance with the requirements of Rule 31a-3 under the 1940 Act, AMR
agrees that any records which it maintains on behalf of the Fund are the
property of the Fund, will be preserved for the periods prescribed by Rule
31a-2 under the 1940 Act, and will be surrendered promptly to the Fund
upon request.
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8. TERM OF AGREEMENT
This Agreement shall continue in effect until terminated by either party
upon sixty (60) days' prior written notice to the other; provided,
however, that this Agreement may be terminated immediately upon
termination of the agreement between the Trust, Conseco Capital
Management, Inc., the AMR Investment Services Trust and AMR governing the
Fund's investment in the Portfolio.
9. AMENDMENT
This Agreement may be amended or modified by a written agreement executed
by both parties.
10. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written consent of the other
party. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns. As used
herein, the term "assignment" shall have the meaning set forth in the 1940
Act.
11. APPLICABLE LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Indiana, except
insofar as the 1940 Act may be controlling.
12. SEVERABILITY
The provisions of this Agreement shall be considered severable and if any
provision of this Agreement is deemed to be invalid or contrary to any
existing or future law, such invalidity shall not impair the operation of
or affect any other provision of this Agreement which is valid.
13. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers on the day and year
first above written.
CONSECO SERVICES LLC
ATTEST: By: /s/ Xxxxxx X. Xxxxxx
-------------------------
/s/ Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx
--------------------------- President
AMR INVESTMENT SERVICES, INC.
ATTEST: By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxxxxx President
---------------------------
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SUB-ADMINISTRATION AGREEMENT
Conseco International Fund
SCHEDULE A
SUB-ADMINISTRATION FEE
.15% per annum on net assets up to $50 million
.10% per annum on net assets of $50 million to $100 million
.05% per annum on net assets over $100 million
