Exhibit 9(a)
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, dated as of September 13, 1993, by
and between THE PREMIUM PORTFOLIOS, a New York trust (the "Trust"), and
SIGNATURE FINANCIAL GROUP (GRAND CAYMAN) LTD., a Cayman Islands company (the
"Administrator").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the beneficial interests of the Trust ("Interests") are
divided into separate series (together with any series which may in the future
be established, the "Portfolios");
WHEREAS, the Board of Trustees of the Trust has adopted an
Administrative Services Plan, dated as of September 13, 1993, (as amended and
in effect from time to time, the "Plan"), which is incorporated herein by
reference and pursuant to which the Trust desires to enter into this
Administrative Services Agreement; and
WHEREAS, the Trust wishes to engage the Administrator, or an
affiliated company, to provide certain administrative and management services,
and the Administrator is willing to provide such administrative and management
services to the Trust, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties covenant and
agree as follows:
1. Duties of the Administrator. Subject to the direction and
control of the Board of Trustees of the Trust, the Administrator shall
perform such administrative and management services as may from time
to time be reasonably requested by the Trust, which shall include
without limitation: (a) providing office space, equipment and clerical
personnel necessary for maintaining the organization of the Trust and
for performing the administrative and management functions herein set
forth; (b) arranging, if desired by the Trust, for Directors, officers
and employees of the Administrator to serve as Trustees, officers or
agents of the Trust if duly elected or appointed to such positions and
subject to their individual consent and to any limitations imposed by
law; (c) supervising the overall administration of the Trust,
including negotiation of contracts and fees with and the monitoring of
performance and xxxxxxxx of the Trust's transfer agent, if any,
shareholder servicing agents, custodian and other independent
contractors or agents; (d) preparing and, if applicable, filing all
documents required for compliance by the Trust with applicable laws
and regulations, including registration statements, semi-annual and
annual reports to the Trust's investors, proxy statements and tax
returns; (e) preparation of agendas and supporting documents for and
minutes of meetings of Trustees, committees of Trustees and the
Trust's investors; and (f) arranging for maintenance of books and
records of the Trust. The Administrator shall perform such specified
activities and shall conduct all of its activities as administrator of
the Trust, including any activities described in this Agreement, as
set forth in the Operating Policies and Procedures (the "Operating
Procedures") of the Trust (in such form as may be approved from time
to time by the Trust's Board of Trustees). To the extent that any
provision of this Agreement shall conflict with any provision of the
Operating Procedures, the applicable provision of the Operating
Procedures shall be deemed to govern. 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
Trust's assets or the rendering of investment advice and supervision
with respect thereto or the sale of Interests, nor shall the
Administrator be deemed to have assumed or have any responsibility
with respect to functions specifically assumed by any transfer agent,
custodian or shareholder servicing agent of the Trust.
2. Allocation of Charges and Expenses. The Administrator shall pay
the entire salaries and wages of all of the Trust's Trustees, officers
and agents who devote part or all of their time to the affairs of the
Administrator or its affiliates, and the wages and salaries 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 Trust will pay all of its own expenses including,
without limitation, compensation of Trustees not affiliated with the
Administrator; governmental fees; interest charges; taxes; membership
dues in the Investment Company Institute allocable to the Trust; fees
and expenses of the Trust's independent auditors, of legal counsel and
of any transfer agent, distributor, registrar or dividend disbursing
agent of the Trust; expenses of preparing, printing and mailing
reports, notices, proxy statements and reports to the Trust's
investors and governmental officers and commissions; expenses
connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the Trust's
custodian for all services to the Trust, including safekeeping of
funds and securities and maintaining required books and accounts;
expenses of calculating the net asset value of shares of the Trust;
expenses of meetings of investors in the Trust; and expenses relating
to the issuance, registration and qualification of shares of the
Trust.
3. Compensation of the Administrator. For the services to be
rendered and the facilities to be provided by the Administrator
hereunder, the Trust shall pay to the Administrator an administrative
fee computed and paid monthly at an annual rate of 0.05% of the
average daily net assets of each Portfolio for its then-current fiscal
year. If the Administrator serves as administrator for less than the
whole of any period specified in this Section 3, the compensation to
the Administrator, shall be prorated. For purposes of computing the
fees payable to the Administrator hereunder, the value of the net
assets of each Portfolio shall be computed in the manner specified in
the Trust's then-current Registration Statement under the 1940 Act
with respect to such Portfolio.
4. Limitation of Liability of the Administrator. The Administrator
shall not be liable for any error of judgment or mistake of law or for
any act or omission in the administration or management of the Trust
or the performance of its duties hereunder, except for willful
misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of the reckless disregard of its obligations and
duties hereunder. As used in this Section 4, the term "Administrator"
shall include Signature Financial Group (Grand Cayman) Ltd. and/or any
of its affiliates and the Directors, officers and employees of
Signature Financial Group (Grand Cayman) Ltd. and/or any of its
affiliates.
5. Activities of the Administrator. The services of the
Administrator to the Trust are not to be deemed to be exclusive, the
Administrator being free to render administrative and/or other
services to other parties. It is understood that Trustees, officers,
and shareholders of the Trust are or may become interested in the
Administrator and/or any of its affiliates, as Directors, officers,
employees, or otherwise, and that Directors, officers and employees of
the Administrator and/or any of its affiliates are or may become
similarly interested in the Trust and that the Administrator and/or
any of its affiliates may be or become interested in the Trust as an
investor or otherwise.
6. Subcontracting by the Administrator. The Administrator may
subcontract for the performance of the Administrator' obligations
hereunder with any one or more persons; provided, however, that the
Administrator shall not enter into any such subcontract unless the
Trustees of the Trust shall have found the subcontracting party to be
qualified to perform the obligations sought to be subcontracted; and
provided, further, that, unless the Trust otherwise expressly agrees
in writing, the Administrator shall be as fully responsible to the
Trust for the acts and omissions of any subcontractor as it would be
for its own acts or omissions.
7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above
written and shall govern the relations between the parties hereto
thereafter, and shall remain in force until September 13, 1995 on
which date it will terminate unless its continuance after September
13, 1995 is "specifically approved at least annually" (a) by the vote
of a majority of the Board of Trustees of the Trust who are not
"interested persons" of the Trust or of the Administrator at a meeting
specifically called for the purpose of voting on such approval, and
(b) by the Board of Trustees of the Trust or by the "vote of a
majority of the outstanding voting securities" of the Portfolio as to
which this Agreement is to continue.
This Agreement may be terminated with respect to the Trust or to any
Portfolio at any time, without the payment of any penalty, by the Board of
Trustees of the Trust or by the "vote of a majority of the outstanding voting
securities" of the Trust or such Portfolio, or by the Administrator, in each
case on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement shall automatically terminate in the event of its
"assignment", provided, however, that the term "assignment" shall include
(without limitation) any sale, transfer or conversion of a controlling interest
of any class of voting securities of the Administrator or of any entity which
holds a controlling interest of any class of voting securities of the
Administrator or another such entity.
The terms "specifically approved at least annually", "vote of a
majority of the outstanding voting securities", "assignment", and "interested
persons", when used in this Agreement, shall have the respective meanings
specified in, and shall be construed in a manner consistent with, the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered at a location or locations outside the United States
in their names and on their behalf by the undersigned, thereunto duly
authorized, all as of the day and year first above written. The undersigned
Trustee or officer of the Trust has executed this Agreement not individually,
but as Trustee or officer under the Trust's Declaration of Trust, dated
September 13, 1993, as amended, and the obligations of this Agreement are not
binding upon any of the Trustees or officers of the Trust individually.
THE PREMIUM PORTFOLIOS SIGNATURE FINANCIAL GROUP
(GRAND CAYMAN) LTD.
By: Xxxxxx Xxxxxxxx By: Xxxxxx Xxxxxxxx
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