EXHIBIT (H)
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Administration Agreement
ADMINISTRATION AGREEMENT
BETWEEN CONSECO SERIES TRUST
AND
CONSECO SERVICES LLC
THIS ADMINISTRATION AGREEMENT is entered into as of this 3rd day of
May, 1999, by and between Conseco Series Trust (the "Trust"), a Massachusetts
business trust having its principal office and place of business at 00000 X.
Xxxxxxxxxxxx Xx., Xxxxxx, Xxxxxxx, and Conseco Services LLC (the
"Administrator"), an Indiana limited liability company having its principal
office and place of business at 00000 X. Xxxxxxxxxxxx Xx., Xxxxxx, Xxxxxxx.
WITNESSETH:
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WHEREAS, 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 several separate series of shares,
each of which represents a separate portfolio of investments, and may establish
additional series of shares (each series now or hereafter listed on Schedule A
hereto, as such schedule may be amended from time to time, shall be referred to
herein as a "Portfolio"); and
WHEREAS, the Trust desires to retain the administrator to provide
administrative services to each Portfolio, and the Administrator is willing to
provide said services directly or through other entities;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties mutually agree as follows:
1. EMPLOYMENT; DUTIES OF THE ADMINISTRATOR
1.1 The Trust hereby employs the Administrator as administrator of each
Portfolio, and the Administrator 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 Board of Trustees of
the Trust (the "Trustees"), the Administrator shall supervise each
Portfolio's business and affairs and shall provide the services
required for the effective administration of each Portfolio to the
extent not otherwise provided by employees, agents or contractors of
the Trust. These services shall include: (i) furnishing, without cost
to each Portfolio, such equipment, facilities and personnel as needed
in connection with the Portfolio's operations, (ii) supervising the
preparation and filing of all documents required for compliance by each
Portfolio with the federal and state securities laws, (iii) monitoring
and reporting on compliance by each Portfolio with its investment
policies and restrictions to the extent not already provided by the
Trust's investment adviser, (iv) furnishing clerical and bookkeeping
services as needed by each Portfolio in connection with its operation
(including establishing appropriate expense accruals, maintaining
expense files and coordinating payment of invoices), (v) maintaining
the books and records required by the 1940 Act, (vi) fund accounting,
(vii) assisting in the preparation and distribution of annual and other
reports to shareholders of each Portfolio, (viii) monitoring and
reporting on compliance with NASD rules, (ix) monitoring and reporting
on compliance with applicable Internal Revenue Code provisions and
regulations, (x) supervising the preparation and filing of any federal,
state and local income tax returns, (xi) preparing for meetings of the
Trustees and shareholders, (xii) permitting its directors, officers and
employees to serve, without compensation from the Trust or each
Portfolio, as Trustees or officers of the Trust, (xiii) overseeing the
determination and publication of each Portfolio's net asset value per
share in accordance with the Portfolio's policies, and (xiv) overseeing
relations with, and the performance of, agents engaged by the Trust,
such as its transfer agent, custodian, independent accountants and
legal counsel. Nothing contained herein shall be deemed to relieve or
deprive the Trustees of their responsibility for and control of the
conduct of the affairs of the Trust or the Portfolios.
1.3 The administrative services provided hereunder will exclude (i)
portfolio custodial services provided by the Trust's custodian, (ii)
transfer agency services provided by the Trust's transfer agent, if
any, (iii) distribution services provided
by the distributor of the Trust's shares, Conseco Equity Sales, Inc., if
any, and (iv) any administrative services provided by the Trust's
investment adviser pursuant to its investment advisory agreements with
the Trust.
2. ADMINISTRATION FEES
2.1 As compensation for the services rendered and the expenses assumed by
the Administrator pursuant to this Agreement, each Portfolio shall pay
the Administrator 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 administration fee shall be accrued daily by each Portfolio and
paid to the Administrator at the end of each calendar month. In the
case this Agreement becomes effective or terminates with respect to any
Portfolio before the end of any month, the 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
Each Portfolio shall bear all expenses of its operation (including its
proportionate share of the general expenses of the Trust) not
specifically assumed by the Administrator. Expenses borne by each
Portfolio shall include, but are not limited to, (i) organizational and
offering expenses of the Portfolio and expenses incurred in connection
with the issuance of shares of the Portfolio; (ii) fees of the Trust's
custodian and transfer agent; (iii) expenditures in connection with
meetings of shareholders and Trustees, other than those called solely
to accommodate the Administrator; (iv) compensation and expenses of
Trustees who are not interested persons of the Trust or the
Administrator ("Disinterested Trustees"); (v) the costs of any
liability, uncollectible items of deposit and other insurance or
fidelity bond; (vi) the cost of preparing, printing, and distributing
prospectuses and statements of additional information, any supplements
thereto, proxy statements, and reports for existing shareholders; (vii)
legal, auditing, and accounting fees; (viii) trade association dues;
(ix) filing fees and expenses of registering and maintaining
registration of shares of the Portfolio under applicable federal and
state securities laws; (x) brokerage commissions; (xi) taxes and
governmental fees; and (xii) extraordinary and non-recurring expenses.
4. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR AND THE TRUST
4.1 The Administrator represents and warrants to the Trust 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.
(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 and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
4.2 The Trust represents and warrants to the Administrator that:
(a) It is a business trust duly organized and existing, in good
standing, under the laws of the Commonwealth of Massachusetts.
(b) It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this
Agreement.
(c) All corporate proceedings required by said Agreement and
Declaration of Trust and By-Laws have been taken to authorize it
to enter into and perform this Agreement.
(d) A registration statement under the Securities Act of 1933, as
amended, and the 1940 Act is currently
effective and will remain effective, and appropriate securities
filings have been made and will continue to be made, with
respect to all shares of the Portfolios being offered for sale.
5. CONFIDENTIALITY
Subject to the duty of the Trust or the Administrator 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. DELEGATION OF DUTIES
The Administrator may delegate to a sub-administrator the performance
of any or all of its duties hereunder with respect to one or more
Portfolios. The Administrator shall be responsible to the Trust and the
Portfolios for the acts and omissions of any sub-administrator to the
same extent as it is for its own acts and omissions. The Administrator
shall compensate any sub-administrator retained pursuant to this
Agreement out of the fees it receives pursuant to Paragraph 2 above.
7. LIABILITY
7.1 The Administrator and its officers, directors or employees shall not be
liable for, and each Portfolio shall indemnify and hold the
Administrator harmless from, any and all losses, damages, or expenses
resulting from any action taken or omitted to be taken by the
Administrator hereunder, except a loss, damage or expense resulting
from willful misfeasance, bad faith or negligence of the Administrator
or that of its officers, directors or employees or the reckless
disregard by the Administrator or its officers, directors or employees
of obligations and duties hereunder. Nothing herein shall in any way
constitute a waiver or limitation of any rights which may exist under
any federal securities laws.
7.2 A copy of the Trust's Agreement and Declaration of Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees
as Trustees and not individually. The Administrator acknowledges and
agrees that the obligations of a Portfolio hereunder are not binding
upon any of the Trustees or shareholders of the Portfolio personally
but are binding only upon the assets and property of that Portfolio and
no other.
8. PORTFOLIO RECORDS
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains on behalf
of the Trust are the property of the Trust, will be preserved for the
periods prescribed by Rule 31a-2 under the 1940 Act, and will be
surrendered promptly to the Trust upon request.
9. ADDITIONAL PORTFOLIOS
In the event that the Trust establishes one or more series of shares
with respect to which it desires to have the Administrator render
services under this Agreement, it shall so notify the Administrator in
writing. If the Administrator agrees in writing to provide said
services, such series of shares shall become a Portfolio hereunder upon
execution of a new Schedule A and approved by the Trustees.
10. TERM OF AGREEMENT
This Agreement, as amended, shall become effective on the date above
written and shall continue in effect for two years from such date
unless sooner terminated as hereinafter provided. Thereafter, this
Agreement shall continue in effect with respect to each Portfolio from
year to year so long as such continuation is approved at least annually
for each Portfolio by (i) the Trustees or by the vote of a majority of
the outstanding voting securities of the Portfolio and (ii) the vote of
a majority of the Disinterested Trustees, with such vote being cast in
person at a meeting called for the purpose of voting on such approval.
11. TERMINATION
This Agreement may be terminated by either party upon sixty (60) days'
prior written notice to the other. Termination of this Agreement with
respect to one Portfolio shall not affect the continued effectiveness
of this Agreement with respect to any other Portfolio.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by the Trustees.
13. 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.
14. 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.
15. DEFINITIONS
As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested persons," and "assignment" shall have
the meaning as set forth in the 1940 Act. In addition, when the effect
of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by a rule, regulation or
order of the Securities and Exchange Commission, whether of special or
of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
16. 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.
17. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
18. 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.
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.
ATTEST: CONSECO SERIES TRUST
By:
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
President
ATTEST: CONSECO SERVICES LLC
By:
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Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx
President
CONSECO SERIES TRUST
ADMINISTRATION AGREEMENT
SCHEDULE A
SERIES ANNUAL FEE
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Equity (formerly, Common Stock) Portfolio .20%
Balanced (formerly, Asset Allocation) Portfolio .20%
Fixed Income (formerly, Corporate Bond) Portfolio .20%
Government Securities Portfolio .20%
Money Market Portfolio .20%
