SUBADMINISTRATION AGREEMENT
FOR
REPORTING AND ACCOUNTING SERVICES
Agreement between EQUITABLE INVESTMENT SERVICES INC. (the "Investment
Adviser"), STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company
(the "Bank") and EQUI-SELECT SERIES TRUST, a Massachusetts business trust (the
"Fund").
WHEREAS, the Investment Adviser has been appointed manager of the Fund,
including each portfolio or series thereof if applicable (the "Portfolio(s)"),
an open-end diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
the Investment Adviser has accepted such appointment;
WHEREAS, the Investment Adviser and the Fund have entered into a investment
advisery agreement (the "Management Agreement") pursuant to which the
Investment Adviser will provide management, administrative and other services
to the Fund and certain of said services are commonly referred to as those
performed by an administrator;
WHEREAS, the Bank provides management, sub-administrative, and other services
to investment companies and others; and
WHEREAS, the Investment Adviser desires to retain the Bank to render certain
sub-administrative and other services with respect to the Fund and its
Portfolios as listed on Schedule A attached hereto, together with such
additional Portfolios as may be offered by the Fund from time to time and with
respect to which it is agreed by the Investment Adviser and the Bank this
Agreement shall apply, and the Bank is willing to render such services on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. APPOINTMENT OF SUB-ADMINISTRATOR
The Investment Adviser with the consent of the Fund hereby appoints the Bank
to act as sub-administrator with respect to the Fund and each Portfolio for
purposes of reporting and accounting exclusively to the Investment Adviser and
the Fund for the period and on the terms set forth in this Agreement. The
Bank accepts such appointment and agrees to render the services stated herein
and to provide the office facilities and the personnel required by it to
perform such services. In connection with such appointment, the Investment
Adviser will deliver or cause the Fund to deliver to the Bank copies of each
of the following documents and will deliver to it all future amendments and
supplements, if any:
a. Certified copies of the Agreement and Declaration of Trust of the
Fund as presently in effect and as amended from time to time;
b. A certified copy of the Fund's By-Laws as presently in effect and as
amended from time to time;
c. The Fund's most recent registration statement on Form N-1A as filed
with, and, if applicable, declared effective by the U.S. Securities and
Exchange Commission, and all amendments thereto;
d. Each resolution of the Trustees of the Fund authorizing the original
issue of its shares;
e. Certified copies of the resolutions of the Fund's Trustees
authorizing: (1) this Agreement, (2) certain officers and employees of the
Investment Adviser and the Fund to give instructions to the Bank pursuant to
this Agreement and (3) certain officers and employees of the Investment
Adviser or the Fund to sign checks and pay expenses on behalf of the
Investment Adviser or the Fund, respectively;
f. A copy of the investment advisory agreement between the Fund and the
Investment Adviser;
g. A copy of the Custodian Agreement between the Fund and its custodian;
h. A copy of the Transfer Agency and Services Agreement between the Fund
and its transfer agent; and
i. Such other certificates, documents or opinions which the Bank may, in
its reasonable discretion, deem necessary or appropriate in the proper
performance of its duties.
2. REPRESENTATION AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Investment Adviser and the Fund that:
a. It is a Massachusetts trust company, duly organized and existing in
good standing under the laws of the Commonwealth of Massachusetts;
b. It is duly qualified to carry on its business in the Commonwealth of
Massachusetts;
c. It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform the services contemplated in this Agreement;
d. All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement; and
e. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.
3. AUTHORIZED SHARES
The Investment Adviser certifies to the Bank that, as of the close of business
on the date of this Agreement, the Fund is authorized to issue shares of
beneficial interest, and that the Trustees of the Fund have the power to
classify or reclassify unissued shares, from time to time, into one or more
series, and that it presently offers shares in the authorized amounts as set
forth in Schedule A attached hereto.
4. REPORTING AND ACCOUNTING SERVICES
The Bank shall discharge the responsibilities set forth in Schedule B hereof
subject to the control of the Investment Adviser in accordance with procedures
established from time to time between the Investment Adviser and the Bank.
It is the responsibility of the Investment Adviser and/or its outside legal
counsel and accountants to notify the Bank in a timely manner of any change to
any rule, regulation, law or statute that will affect the services to be
provided hereunder. Without limiting the obligations or responsibilities of
any of the parties hereto, the Bank and the Investment Adviser agree that all
services provided hereunder are subject to review and correction by the Fund's
accountants and legal counsel and the services provided by Bank shall not
constitute the practice of public accountancy or law.
5. SERVICES TO BE OBTAINED BY THE INVESTMENT ADVISER OR THE FUND
The Investment Adviser and/or the Fund shall provide for any of its own:
a. Organizational expenses;
b. Services of an independent accountant;
c. Services of outside legal and tax counsel (including such counsel's
review of the Fund's registration statement, proxy materials, federal and
state tax qualification as a regulated investment company, and other reports
and materials prepared by the Bank under this Agreement);
d. Any services contracted for by either the Investment Adviser or the
Fund directly from parties other than the Bank;
e. Trading operations and brokerage fees, commissions and transfer taxes
in connection with the purchase and sale of securities for the Fund;
f. Investment advisory services;
g. Taxes, insurance premiums and other fees and expenses applicable to
its operation;
h. Costs incidental to any meetings of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and the preparation,
printing and mailing of any proxy materials;
i. Administration of and costs incidental to Trustees' meetings,
including fees and expenses of Trustees;
j. The salary and expenses of any officer or employee of the Fund or the
Investment Adviser;
k. Costs incidental to the preparation, printing and distribution of the
Fund's registration statements and any amendments thereto, and shareholder
reports;
l. All applicable registration fees and filing fees required under the
securities laws of the United States and state regulatory authorities;
m. Preparation and filing of the Fund's tax returns, Form N-1A, Annual
Report and Semi-Annual Report on Form N-SAR, and all notices, registrations
and amendments associated with applicable tax and securities laws of the
United States and state regulatory authorities; and
n. Fidelity bond and directors' and officers' liability insurance.
6. FEES
The Bank shall receive from the Investment Adviser or the Fund such
compensation for the Bank's services provided and the expenses incurred
pursuant to this Agreement as may be agreed to from time to time in a written
fee schedule approved by the parties hereto and initially set forth herein in
Schedule C attached hereto. In addition, the Bank shall be reimbursed by the
Investment Adviser for the reasonable out-of-pocket costs incurred by it at
rates determined in accordance with the fee schedule in connection with this
Agreement.
7. INSTRUCTIONS
At any time the Bank may apply to any officer of the Investment Adviser or the
Fund for instructions and may consult with legal counsel for the Fund or the
Investment Adviser as directed by the Investment Adviser, or its own outside
legal counsel, the outside counsel for the Fund or the outside auditors for
the Fund at the expense of the Fund, with respect to any matter arising in
connection with the services to be performed by the Bank under this Agreement.
The Bank shall not be liable and shall be indemnified by the Investment
Adviser and the Fund for any action taken or omitted by it without negligence
and in good faith in reliance upon such instructions or upon any paper or
document reasonably believed by it to be genuine and to have been signed by
the proper person or persons. The Bank shall not be held to have notice of
any change of authority of any person until receipt of written notice thereof
from the Investment Adviser or the Fund.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
a. The Bank shall be responsible for the performance of only such duties
as are set forth herein and shall have no responsibility for the actions or
activities of any other party including other service providers not acting
upon instructions of, at the direction of, or in reliance upon the Bank. The
Bank shall have no liability for any loss or damage resulting from the
performance or nonperformance of its duties hereunder except for losses,
costs, damages and expenses, including reasonable expenses for counsel, caused
by or resulting from the negligence or willful misconduct of the Bank, its
officers or employees. In any event, the Bank's liability shall be limited to
its total annual compensation earned and fees paid during the preceding
twenty-four months for any liability suffered by the Investment Adviser or the
Fund including, but not limited to, any liability relating to qualification of
the Fund as a regulated investment company or any liability relating to the
Fund's compliance with any federal or state tax or securities statute,
regulation or ruling.
b. The Investment Adviser and the Fund shall indemnify and hold the Bank
harmless from all loss, cost, damage and expense, including reasonable
expenses for counsel, incurred by the Bank resulting from any claim, demand,
action or suit in connection with the Bank's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
executed by a duly authorized officer of the Investment Adviser or of the
Fund, provided that this indemnification shall not apply to actions or
omissions of the Bank, its officers, employees or agents in cases of its or
their own negligence or willful misconduct.
c. The Investment Adviser and the Fund will be entitled to participate
at their own expense in the defense, or, if either so elects, to assume the
defense of any suit brought to enforce any liability subject to the
indemnification provided above. In the event the Investment Adviser or the
Fund elects to assume the defense of any such suit and retain such counsel,
the Bank or any of its affiliated persons named as defendant or defendants in
the suit may retain additional counsel but shall bear the fees and expenses of
such counsel unless the Investment Adviser or the Fund, as the case may be,
shall have specifically authorized the retaining of such counsel.
d. The indemnification contained herein shall survive the termination of
this Agreement.
e. This Section 8 shall not apply with respect to services covered by
the Custodian Agreement or the Transfer Agency and Services Agreement.
9. CONFIDENTIALITY
The Bank agrees that, except as otherwise required by law, it will keep
confidential the terms of this Agreement, all records and information in its
possession relating to the Fund or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with the
written consent of the Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
The Investment Adviser and the Fund assume full responsibility for complying
with all applicable requirements of the Investment Company Act, the Securities
Act of 1933, the Securities Exchange Act of 1934, and the Internal Revenue
Code of 1986, all as amended, and any laws, rules and regulations issued
thereunder, provided that such assumption shall not limit the Bank's
obligation to perform all of its duties hereunder in accordance with the terms
hereof.
The Bank shall maintain and preserve for the periods prescribed such records
relating to the services to be performed by the Bank under this Agreement as
are required pursuant to the Investment Company Act and such other records as
may be agreed upon by the parties. All such records shall at all times remain
the respective properties of the Investment Adviser or the Fund, shall be
readily accessible during normal business hours to each, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written
request. Records shall be surrendered in usable machine-readable form.
11. STATUS OF THE BANK
The services of the Bank to the Investment Adviser and the Fund are not to be
deemed exclusive, and the Bank shall be free to render similar services to
others. The Bank shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Investment
Adviser or the Fund, as the case may be from time to time, have no authority
to act or represent either the Investment Adviser or the Fund in any way or
otherwise be deemed an agent of either the Investment Adviser or of the Fund.
12. PRINTED MATTER
Neither the Investment Adviser nor the Bank shall publish or circulate any
printed matter which contains any reference to the other party without such
party's prior written approval. The Fund or the Investment Adviser may
circulate such printed matter as refers in accurate terms to the Bank's
appointment hereunder provided that the Bank is given a copy of such material
prior to its first use.
13. TERM, AMENDMENT AND TERMINATION
This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall remain in effect
for a period of one year from the date hereof and shall automatically continue
in effect thereafter unless terminated by a party at the end of such period or
thereafter on sixty (60) days' prior written notice. Upon termination of this
Agreement entirely or with respect to a Portfolio, the Investment Adviser or
the Fund shall pay to the Bank such compensation as may be due under the terms
hereof as of the date of such termination including reasonable out-of-pocket
expenses associated with such termination.
14. NOTICES
Any notice or other communication authorized or required by this Agreement to
be given to any party mentioned herein shall be sufficiently given if
addressed to such party and mailed postage prepaid or delivered to its
principal office.
15. NON-ASSIGNABILITY
This Agreement shall not be assigned by any of the parties hereto without the
prior consent in writing of the other parties.
16. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the
Investment Adviser, the Fund and the Bank and their respective successors.
17. ENTIRE AGREEMENT
This Agreement (and the Fund Profile and Compliance Manual) contains the
entire understanding between the parties hereto and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing. This Agreement cannot be
modified or terminated except in accordance with its terms or by a writing
signed by all parties.
18. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with the laws of the Commonwealth of Massachusetts.
19. LIMITATIONS OF LIABILITY TO THE TRUSTEES AND SHAREHOLDERS
A copy of the Declaration of Trust of the Fund is on file with the Secretary
of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees and
not individually and that the obligations of this instrument are not binding
upon any of the Trustees or Shareholders individually but are binding only
upon the assets and property of the Fund.
WITNESS WHEREOF, each of the parties has caused this agreement to be executed
in its name and behalf by its duly authorized representatives on the ____
day of September, 1994.
EQUITABLE INVESTMENT SERVICES INC.
By: /S/ XXXX X. XXXXXXXX
___________________________
Name: Xxxx X. Xxxxxxxx
Title: President
STATE STREET BANK AND TRUST COMPANY
By: /S/ XXXXXX X. LOGNE
_________________________
Name: Xxxxxx X. Logne
Title: Executive Vice President
EQUI-SELECT SERIES TRUST
By: /S/ XXXX X. XXXXXXXX
__________________________
Name: Xxxx X. Xxxxxxxx
Title: President
SCHEDULE A
TO
SUBADMINISTRATION AGREEMENT
Trust Authorized Shares and Class
(Unlimited authorization
and a single class unless
otherwise noted.)
Advantage Portfolio
Government Securities Portfolio
International Fixed Income Portfolio
International Stock Portfolio
Money Market Portfolio
Mortgage-Backed Securities Portfolio
OTC Portfolio
Research Portfolio
Short-Term Bond Portfolio
Total Return Portfolio
SCHEDULE B
TO
SUBADMINISTRATION AGREEMENT
Reporting and Accounting Services Provided by the Bank
(a) Oversee the determination and publication of the Fund's net asset
value in accordance with the Fund's policy as instructed by the Investment
Adviser;
(b) Oversee the maintenance by the Bank and Fund of certain books and
records of the Fund as required under Rule 31a-1(b)(4) of the Investment
Company Act of 1940;
(c) Prepare the Fund's federal, state and local income tax returns for
review by the independent accountants and filing by the treasurer;
(d) Review the appropriateness of and arrange for payment of the Fund's
expenses;
(e) Perform such compliance reviews of the Fund as may be agreed upon
between the Investment Adviser and the Bank;
(f) Prepare for review and approval by officers of the Fund financial
information for the Fund's semi-annual and annual reports, proxy statements
and other communications with shareholders;
(g) Prepare for review by an officer and counsel of the Fund certain
periodic financial reports required by the Securities and Exchange Commission
as may be mutually agreed upon;
(h) Prepare reports relating to the business and affairs of the Fund as
may be mutually agreed upon;
(i) Make such reports and recommendations to the Trustees concerning the
performance of the independent accountants as the Trustees may reasonably
request or deem appropriate;
(j) Make such reports and recommendations to the Trustees concerning the
performance and fees of the Fund's custodian and transfer and dividend
disbursing agent as the Trustees may reasonably request or deem appropriate;
(k) Oversee and review calculations of fees paid to the Investment
Adviser, the investment adviser, the custodian, and the transfer agent;
(l) Consult with the Fund's officers, independent accountants, legal
counsel, custodian and transfer and dividend disbursing agent in establishing
the accounting policies of the Fund;
(m) Review implementation by the Fund of any dividend reinvestment
programs authorized by the Trustees;
(n) Provide such assistance to the Investment Adviser, the adviser, the
custodian, the transfer agent and the Fund's counsel and auditors as may be
mutually agreed upon to properly carry on the business and operations of the
Fund; and
(o) Respond to or refer to the Fund's officers or transfer agent any
shareholder inquiries relating to the Fund.
Certain details of the scope of the Bank's services hereunder shall be
documented in the Compliance Manual and Fund Profile as agreed upon by the
Investment Adviser, the Fund, and the Bank from time to time.
