Exhibit 99 - h
ADMINISTRATION AGREEMENT
Equity 500 Index Portfolio
AGREEMENT made as of the 1st day of July, 2001, by and between Equity
500 Index Portfolio, a New York business trust (the "Trust") and INVESTMENT
COMPANY CAPITAL CORPORATION, a Maryland corporation (the "Administrator").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended.
The Trust desires the Administrator to render administrative services
to the Trust and to arrange for certain other services needed by the Trust, and
the Administrator is willing to render and arrange for such services upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. ADMINISTRATIVE AND OTHER SERVICES.
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(a) Subject to the general supervision of the Board of Trustees of the
Trust, the Administrator will provide certain administrative services
to the Trust, and, at its own expense, shall arrange and contract for
transfer agency and fund accounting services for the Trust as the
Trust may require. Specifically, the Administrator will (i) provide
supervision of all aspects of the Trust's operations not referred to
in Section 1 of the current investment advisory agreements between
the Trust and the Trust's investment adviser (the "Investment
Advisory Agreement"); (ii) provide the Trust with personnel to
perform such executive, administrative, accounting and clerical
services as are reasonably necessary to provide effective
administration of the Trust; (iii) arrange for, at the Trust's
expense, the preparation for the Trust of all required tax returns;
(iv) arrange for (a) the preparation and submission of reports to
existing shareholders and (b) the periodic updating of the Trust's
prospectus and statement of additional information and the
preparation of reports filed with the Securities and Exchange
Commission and other regulatory authorities; (v) maintain all of the
Trust's records not required to be maintained by the investment
adviser pursuant to the Investment Advisory Agreement; (vi) provide
the Trust with adequate office space and all necessary office
equipment and services, including, without limitation, telephone
service, heat, utilities, stationery supplies and similar items; and
(vii) arrange for transfer agency-related and shareholder relations
services and facilities and the services of one or more of its
employees or officers, or employees or officers of its affiliates
relating to such functions (including salaries and benefits, office
space and supplies, equipment and teaching.)
(b) The Administrator shall engage: (i) a transfer agent registered as
such with the Securities and Exchange Commission to serve as the
Trust's transfer agent; and (ii) a fund accounting agent to provide
fund accounting services to the Trust, and shall supervise the
services provided by them.
(c) The Administrator will also provide to the Trust's Board of Trustees
such periodic and special reports as the Board may reasonably
request, including but not limited to reports concerning the services
of the administrator, custodian, and fund accounting and transfer
agents. The Administrator shall for all purposes herein be deemed to
be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
(d) The Administrator will notify the Trust of any change in its
membership within a reasonable time after such change.
(e) The services hereunder are not deemed exclusive and the Administrator
shall be free to render similar services to others so long as its
services under this Agreement are not impaired thereby.
2. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise provided in
Section 1 above and this Section 2, the Administrator will pay all costs
it incurs in connection with the performance of its duties under Section 1
of this Agreement. The Administrator will pay the compensation and
expenses of all of its personnel and will make available, without expense
to the Trust, the services of such of its partners, officers and employees
as may duly be elected officers or Trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed by law. The
Administrator shall also pay the fees of the transfer agent and fund
accounting agent engaged by it (other than such entities out-of-pocket
charges). The Administrator will not be required to pay any expenses of
the Trust other than those specifically allocated to the Administrator in
this Section 2. In particular, but without limiting the generality of the
foregoing, the Administrator will not be required to pay: (i) fees and
expenses of any investment adviser of the Trust; (ii) organizational
expenses of the Trust; (iii) fees and expenses incurred by the Trust in
connection with membership in investment company organizations; (iv)
brokers' commissions, transfer taxes, fees and other expenses connected
with the acquisition, disposition and valuation of securities and other
investments; (v) fees and charges for portfolio pricing services to a
pricing agent, if any; (vi) outside legal, accounting or auditing
expenses; (vii) interest, insurance premiums, taxes or governmental fees;
(viii) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Trust's business; (ix)
the cost of preparing stock certificates or any other expenses, including,
without limitation, clerical expenses of issue, redemption or repurchase
of shares of the Trust; (x) the expenses of and fees for registering or
qualifying shares of the Trust for sale and of maintaining the
registration of the Trust and registering the Trust as a broker or a
dealer, if applicable; (xi) the fees and expenses of Trustees of the Trust
who are not affiliated with the Administrator; (xii) the cost of
typesetting, printing and distributing report and notices to shareholders,
the Securities and Exchange Commission and other regulatory authorities;
(xiii) any direct charges to shareholders approved by the Board of
Trustees of the Trust; or (xiv) costs in connection with annual or special
meetings of shareholders, including proxy material preparation, printing
and mailing. The Administrator shall not be required to pay expenses of
activities which are primarily intended to result in sales of shares of
the Trust.
3. COMPENSATION OF THE ADMINISTRATOR. For all services to be rendered and
payments made as provided in Sections 1 and 2 hereof, the Administrator
will receive no compensation from the Trust.
4. OTHER INTERESTS. It is understood that the Trustees and Officers of the
Trust and shareholders of the Trust are or may be or become interested in
the Administrator as directors, officers, employees, shareholders or
otherwise and that directors, officers, employees and shareholders of the
Administrator are or may be or become similarly interested in the Trust,
and that the Administrator may be or become interested in the Trust as
shareholder or otherwise. It is also understood that directors, officers,
employees and shareholders of the Administrator may be or become
interested (as directors, trustees, officers, employees, stockholders or
otherwise) in other companies or entities (including, without limitation,
other investment companies) controlling, controlled by or under common
control with the Administrator, its affiliates or subsidiaries or which
the Administrator, its affiliates or subsidiaries may in the future
organize, sponsor or acquire, or with which they may merge or consolidate,
and that the Administrator, its affiliates or subsidiaries may enter into
advisory or management or administration agreements or other contracts or
relationships with such other companies or entities.
5. SUB-ADMINISTRATORS. The Administrator may employ, at its own expense, one
or more sub-administrators from time to time to perform such of the acts
and services of the Administrator and upon such terms and conditions as
may be agreed upon between the Administrator and such sub-administrators
and approved by the Board of Trustees of the Trust.
6. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator
shall not be liable for any error or judgment (including the selection,
appointment and retention of the Trust's transfer agent or fund accounting
agent) or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates or loss
arising from the acts, omissions, errors or delays of the Trust's transfer
agent or fund accounting agent, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance
of its duties or from reckless disregard by the Administrator of its
obligations and duties under this Agreement. Any person, even though also
employed by the Administrator, who may be or become an employee of and
paid by the Trust shall be deemed, when acting within the scope of his
employment by the Trust, to be acting in such employment solely for the
Trust and not as its employee or agent. It is understood and expressly
stipulated that none of the trustees or shareholders of the Trust shall be
personally liable hereunder. None of the trustees, officers, agents or
shareholders of the Trust assume any personal liability for obligations
entered into on behalf of the Trust. All persons dealing with the Trust
must look solely to the property of the Trust for the enforcement of any
claims against the Trust.
7. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons" when
used herein shall have the respective meanings specified in the 1940 Act
as now in effect or as hereunder amended subject however, to such
exemptions as may be granted by the Securities and Exchange Commission by
any rule, regulation or order.
8. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective on the date hereof. Unless terminated as herein provided, this
Agreement shall remain in full force and effect for two years from the
date hereof and shall continue in full force and effect for successive
periods of one year thereafter, but only so long as such continuance is
specifically approved at least annually by the vote of a majority of the
Board of Trustees of the Trust. This Agreement may, on 60 days' written
notice to the other party, be terminated at any time without the payment
of any penalty by the Trust or by the Administrator.
9. AMENDMENT TO THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
11. MISCELLANEOUS. The captions in 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. This Agreement
may be executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Equity 500 Index Portfolio
By: /S/XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Secretary
INVESTMENT COMPANY CAPITAL CORP.
By: /S/XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
President
