ADMINISTRATION AGREEMENT
BETWEEN
SELECT ADVISORS PORTFOLIOS
AND
INVESTORS BANK & TRUST COMPANY
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of December 1, 1996 by and
between SELECT ADVISORS PORTFOLIOS, a New York master trust fund (the "Trust"),
and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company ("Investors
Bank").
WHEREAS, the Trust is registered as a management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act") consisting
of separate portfolios; and
WHEREAS, the Trust desires to retain Investors Bank to render certain
administrative services to the Trust and Investors Bank is willing to render
such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints Investors Bank to provide
administration and processing services for and on behalf of the Trust on the
terms set forth in this Agreement. Investors Bank accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Delivery of Documents. The Trust has furnished Investors Bank with
copies properly certified or authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing
the appointment of Investors Bank to provide certain administrative services to
the Trust and approving this Agreement;
(b) The Trust's Declaration of Trust filed with the State of
New York on or about February 7, 1994 and all amendments thereto (the
"Declaration");
(c)The Trust's by-laws and all amendments thereto (the
"By-Laws");
(d) The Trust's agreements with all service providers which
include any investment advisory agreements, sub-investment advisory agreements,
custody agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(e) The Trust's most recent Registration Statement (the
"Registration Statement") under the 1940 Act and all amendments thereto; and
(f) Such other certificates, documents or opinions as may
mutually be deemed necessary or appropriate for Investors Bank in the proper
performance of its duties hereunder.
The Trust will immediately furnish Investors Bank with copies
of all amendments of or supplements to the foregoing. Furthermore, the Trust
will notify Investors Bank as soon as possible of any matter which may
materially affect the performance by Investors Bank of its services under this
Agreement.
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3. Duties of Investors Bank. Subject to the supervision and direction
of the Board of Trustees of the Trust, Investors Bank will (i) supervise the
overall administration of the Trust, (ii) prepare and, if applicable, file all
documents required for compliance by the Trust with applicable laws and
regulations, and (iii) provide monitoring reports and assistance reasonably
required for the Trust's compliance with federal securities and tax laws,
including the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as
amended. Pursuant to such obligations, Investors Bank will perform the services
described in Appendix 1 hereto. Investors Bank may, from time to time, perform
additional duties and functions which shall be set forth in an amendment to such
Appendix 1 executed by both parties. At such time, the fee schedule included in
Appendix 2 hereto shall be appropriately amended, by written amendment thereto
executed by both parties.
In performing all services under this Agreement, Investors
Bank shall act in conformity with the Trust's Declaration and By-Laws and the
1940 Act, as the same may be amended from time to time, and the investment
objectives, investment policies and other practices and policies set forth in
the Trust's Registration Statement, as the same may be amended from time to
time. Notwithstanding any item discussed herein, Investors Bank has no
responsibility for the rendering of investment advice to the Trust nor for the
choice of its investments.
4. Duties of the Trust. The Trust agrees to make its legal counsel
available to Investors Bank for advice with respect to any matter of law arising
in connection with Investors Bank's duties hereunder, and the Trust further
agrees that Investors Bank shall be entitled to rely on such advice without
further investigation on the part of Investors Bank. Investors Bank will not
consult with such counsel on matters relating to the interpretation,
construction or enforceability of this Agreement or any part hereof.
5. Fees and Expenses.
(a) For the services to be rendered and the facilities to be
furnished by Investors Bank, as provided for in this Agreement, the Trust will
compensate Investors Bank in accordance with the fee schedule attached as
Appendix 2 hereto. Such fees do not include out-of-pocket disbursements (as
delineated on the fee schedule or approved in advance by the Trust's management)
of Investors Bank for which Investors Bank shall be entitled to xxxx the Trust
separately and for which the Trust shall reimburse Investors Bank.
(b) Investors Bank shall not be required to pay any expenses
incurred by the Trust.
6. Limitation of Liability.
(a) Investors Bank, its directors, officers, employees and
agents shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the performance of its
obligations and duties under this Agreement, except in respect of an error,
mistake or loss resulting from willful misfeasance, bad faith or negligence in
the performance of such obligations and duties, or by reason of its disregard
thereof or a material breach of the provisions hereof.
(b) The Trust will indemnify Investors Bank, its directors,
officers, employees and agents against and hold it and them harmless from any
and all losses, claims, damages, liabilities or expenses (including legal fees
and expenses) resulting from any claim, demand, action or suit (i) arising out
of the actions or omissions of the Trust; (ii) arising out of the offer or sale
of any securities of the Trust in violation of (x) any requirement under the
federal securities laws or regulations, (y) any requirement under the securities
laws or regulations of any state, or (z) any stop order or other determination
or ruling by any federal or state agency with respect to the offer or sale of
such securities; or (iii) not resulting from the willful misfeasance, bad faith
or negligence of Investors Bank in the performance of such obligations and
duties or by reason of its disregard thereof or a material breach of the
provisions hereof.
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(c) Investors Bank may apply to the Trust at any time for
instructions and may consult counsel for the Trust (except as to matters where
the interests of the Trust and Investors Bank, in the opinion of such counsel,
differ), or its own counsel, knowledgeable in the field, and with accountants
and other experts with respect to any matter arising in connection with its
duties hereunder, and Investors Bank shall not be liable or accountable for any
action taken or omitted by it in good faith in accordance with such instruction,
or with the opinion of such counsel, accountants, or other experts. Investors
Bank shall not be liable for any act or omission taken or not taken in reliance
upon any document, certificate or instrument which it reasonably believes to be
genuine and to be signed or presented by any person or persons duly authorized
by the Trust (as set forth in a certificate duly executed by an officer of the
Trust). Investors Bank shall not be held to have notice of any change of
authority of any officers, employees, or agents of the Trust until receipt of
written notice thereof has been received by Investors Bank from the Trust.
(d) In the event Investors Bank is unable to perform, or is
delayed in performing, its obligations under the terms of this Agreement because
of acts of God, strikes, legal constraint, govern ment actions, war, emergency
conditions, interruption of electrical power or other utilities, equipment or
transmission failure or damage reasonably beyond its control or other causes
reasonably beyond its control, Investors Bank shall not be liable to the Trust
for any damages resulting from such failure to perform, delay in performance, or
otherwise that is attributable to such causes.
(e) Investors Bank acknowledges that the portfolios comprising
the Trust are organized under a two-tier financial services structure, known as
the Hub & Spoke(1 structure, under and pursuant to a certain Hub & Spoke License
and Service Agreement dated December 14, 1993 (the "License Agreement"), by and
between the Trust's adviser, Touchstone Advisors, Inc., and Signature Financial
Group, Inc. ("Signature"). As a material inducement to the Trust to enter into
this Agreement, Investors Bank hereby warrants and represents that Investors
Bank is a duly licensed and authorized third party Hub & Spoke processing agent
of Signature, and is duly licensed and authorized by Signature to provide Hub &
Spoke processing and administration services to, for and on behalf of the Trust
and its portfolios in accordance with the terms of this Agreement; and further,
that no consent, which has not already been obtained in writing by Investors
Bank, is required by Touchstone Securities, Inc., or by either party to this
Agreement from Signature in order for Investors Bank to provide Hub & Spoke
processing and administration services, for and on behalf of the Trust and its
portfolios.
(f) Investors Bank will indemnify the Trust, its trustees,
officers, employees and agents against and hold them harmless from any and all
losses, claims, damages, liabilities or expenses (including legal fees and
related expenses) resulting from any claim, demand, action or suit (i) arising
out of Investors Bank's failure to obtain and maintain in effect all licenses
rights and permissions (all without cost to the Trust for so long as the Trust
remains a party to the License Agreement and the License Agreement remains in
full force and effect) required to enable it to use, to the full extent
necessary for the performance of its duties and obligations under this
Agreement, all intellectual property belonging to Signature Financial Services,
Inc. and its affiliates that relates to the Hub & Spoke structure and related
Trust accounting and administration and the software and processes associated
therewith and (ii) resulting from the willful misfeasance, bad faith or
negligence of Investors Bank in the performance of its duties and obligations
under this Agreement or from its disregard thereof, or a material breach of the
provisions hereof.
(g) In no event shall Investors Bank be liable for special,
incidental or consequential damages, even if advised of the possibility of such
damages.
7. Termination of Agreement.
(a) The term of this Agreement shall be eighteen months
commencing upon the date hereof (the "Initial Term"), unless earlier terminated
as provided herein. After the expiration of the Initial Term, the term of this
Agreement shall automatically renew for successive one-year terms (each a
"Renewal
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(1) Hub & Spoke is a registered service xxxx of Signature Financial Group, Inc.
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Term") unless notice of non-renewal is delivered by the non-renewing party to
the other party no later than sixty days prior to the expiration of the Initial
Term or any Renewal Term, as the case may be.
(i) Either party hereto may terminate this Agreement
prior to the expiration of the Initial Term in the event the other party
violates any material provision of this Agreement, provided that the violating
party does not cure such violation within 60 days of receipt of written notice
from the non-violating party of such violation.
(ii) Either party may terminate this Agreement during
any Renewal Term upon sixty days written notice to the other party. Any
termination pursuant to this paragraph 7(a)(ii) shall be effective upon
expiration of such sixty days, provided, however, that the effective date of
such termination may be postponed, at the request of the Trust, to a date not
more than ninety days after delivery of the written notice in order to give the
Trust an opportunity to make suitable arrangements for a successor
administrator.
(iii) If the Trust determines at any time to cease
using the Hub & Spoke structure in the conduct of its business, whether it
changes to a master-feeder, multiple class or other structure, the Trust may
terminate this Agreement if, after the Trust gives Investors Bank at least 30
days prior written notice of such change, the parties, after making diligent and
good faith efforts, are unable to agree to amendments to this Agreement that are
reasonable and fair to both parties under the circumstances, such termination to
be effective 90 days after the delivery of such prior written notice.
(iv) The Trust may terminate this Agreement if and at
such time as a court of competent jurisdiction either (A) finds, after the
exhaustion of all appeals, that the performance by Investors Bank of the
services called for by this Agreement or the engagement by the Trust of
Investors Bank to perform such services infringes the intellectual property
rights of Signature Financial Services, Inc., or any affiliate thereof, in any
manner whatsoever, or (B) enjoins or restrains the performance by Investors Bank
of the services called for by this Agreement.
(v) The Trust may terminate this Agreement if and at
such time as any of the administration agreements between Investors Bank and
Select Advisors Trust A, Select Advisors Portfolio or Select Advisors Variable
Insurance Trust are terminated due to a material violation of the terms of any
such administration agreement by Investors Bank.
(b) At any time after the termination of this Agreement, the
Trust may, upon written request, have reasonable access to the records of
Investors Bank relating to its performance of its duties hereunder.
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust or Investors Bank shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Trust: Select Advisors Portfolios
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Xx.
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To Investors Bank: Investors Bank & Trust Company
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxx
With a copy to: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the written consent
of the other party.
(c) This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, without regard to its conflict of
laws provisions.
(d) This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
9. Confidentiality. All books, records, information and data pertaining
to the business of the other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be
required in the performance of duties hereunder or as otherwise required by law.
10. Use of Name. The Trust shall not use the name of Investors Bank or
any of its affiliates in any prospectus, sales literature or other material
relating to the Trust in a manner not approved by Investors Bank prior thereto
in writing; provided however, that the approval of Investors Bank shall not be
required for any use of its name which merely refers in accurate and factual
terms to its appointment hereunder or which is required by the Securities and
Exchange Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided further, that in no
event shall such approval be unreasonably withheld or delayed.
11. Limitation of Liability. Investors Bank is hereby expressly put on
notice of the limitation of liability set forth in the Declaration of Trust of
the Trust and agrees that the obligations assumed by the Trust hereunder shall
be limited in all cases to the assets of the Trust and that Investors Bank shall
not seek satisfaction of any such obligation from the officers, agents,
employees, trustees, or shareholders of the Trust.
12. Several Obligations of the Portfolios. This Agreement is an
agreement entered into between Investors Bank and the Trust with respect to each
Portfolio. With respect to any obligation of the Trust on behalf of any
Portfolio arising out of this Agreement, Investors Bank shall look for payment
or satisfaction of such obligation solely to the assets of the Portfolio to
which such obligation relates as though Investors Bank had separately contracted
with the Trust by separate written instrument with respect to each Portfolio.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
SELECT ADVISORS PORTFOLIOS
By:
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Name:
Title:
INVESTORS BANK & TRUST COMPANY
By:
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Name:
Title:
