ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made and entered into as of the 1st day of October,
2006, by and between Ashport Mutual Funds Trust (the "Trust"), a Massachusetts
business trust, and StateTrust Capital, LLC, a Delaware limited liability
company ("STC").
WHEREAS, the Trust is an open-end management investment company,
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and authorized to issue shares representing interests in the separate
series of the Trust listed on Exhibit A to this Agreement (each a "Portfolio"
and together the "Portfolios"), which Exhibit A may be amended from time to time
by mutual consent of the parties; and
WHEREAS, STC is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and engages in the
business of asset management and the provision of certain other administrative
and recordkeeping services in connection therewith; and
WHEREAS, STC serves as investment adviser to each Portfolio pursuant to a
written agreement for such services, dated December 12, 2001 (the "IA
Agreement"); and
WHEREAS, STC currently serves as administrator to each Portfolio pursuant
to a written agreement for such services, dated December 12, 2001 (the "Admin
Agreement"); and
WHEREAS, the Trust wishes to engage STC to provide operational and
administrative services which are necessary for the day-to-day operations of the
Portfolios in the manner and on the terms and conditions hereinafter set forth,
and STC wishes to accept such engagement, all in replacement of the Admin
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Trust and STC agree as follows:
1. Obligations of STC
(a) Services. The Trust hereby retains STC to provide the following
services to the Portfolios in the manner and to the extent that such
services are reasonably necessary for the efficient and workmanlike
operation of the Portfolios (collectively, the "Services"):
1. dividend disbursing agent, dividend reinvestment agent,
transfer agent, and registrar services and functions
(including answering inquiries related to shareholder
Portfolio accounts);
2. accounting services and functions, including costs and
expenses of independent pricing services;
3. preparation of reports describing the operations of the
Portfolio, including the costs of providing such reports to
broker-dealers, financial institutions and other organizations
which render services and assistance in connection with the
distribution of shares of the Portfolio;
4. sub-accounting and recordkeeping services and functions (other
than those books and records required to be maintained by STC
under the IA Agreement), including maintenance of shareholder
records and shareholder information concerning the status of
their Portfolio accounts by investment advisors,
broker-dealers, financial institutions, and other
organizations on behalf of the Trust;
5. shareholder and Board of Trustees communication services,
including the costs of preparing, printing and distributing
notices of shareholder meetings, proxy statements,
prospectuses, statements of additional information, Portfolio
reports, and other communications to the Portfolios'
shareholders, as well as all expenses of shareholder meetings;
6. such other day-to-day administrative services to which the
parties may agree from time to time;
7. expenses, including fees and disbursements, of legal counsel
to the Trust, the Portfolios, or the Board's independent
Trustees:
9. expenses of maintaining registration and qualification of the
Trust and/or the Portfolios under federal, state and any other
applicable laws and regulations;
10. expenses of custodian and depository services and functions;
11. expenses incurred by the Trust and/or Portfolios of engaging
independent auditors;
12. expenses of procuring fidelity bond insurance for the Trust
and/or errors and omissions insurance for the Trust and/or the
Trustees/Officers of the Trust; and
13. fees paid to or on behalf of the Trust's independent Trustees;
(b) Exclusions from Service. Notwithstanding the provisions of Paragraph
1(a) above, the Services shall not include and STC shall not be
responsible for any of the following:
1. brokers' commissions, issue and transfer taxes, and other
costs chargeable to the Trust or the Portfolios in connection
with securities transactions to which the Trust or the
Portfolios are a party or in connection with securities owned
by the Trust or the Portfolios;
2. interest on indebtedness, if any, incurred by the Trust or the
Portfolios;
3. taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Trust or the
Portfolio to federal, state, county, city, or other
governmental agents; and
4. extraordinary expenses of the Trust or Portfolios.
(c) Books and Records. All books and records prepared and maintained by
STC for the Trust under this Agreement shall be the property of the
Trust and, upon request therefor, STC shall surrender to the Trust
such of the books and records so requested.
(d) Staff and Facilities. STC assumes and shall pay for maintaining the
staff, personnel, space, equipment and facilities necessary to
perform its obligations under this Agreement.
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(e) Authority to Sub-contract Services. STC may engage subcontractors to
perform any of its duties contained in this Agreement, provided that
STC shall remain responsible to the Trust and/or applicable
Portfolio for all such delegated duties in accordance with the terms
and conditions of this Agreement, in the same manner and to the same
extent as if STC were providing such services itself. STC shall
further obtain the consent of a majority of the Trust's Board of
Trustees prior to engaging any such sub-contractor, which approval
shall not be unreasonably withheld.
2. Obligations of the Trust
(a) Fees. The Trust will pay to STC on the last day of each month a fee
equal to the annual rates set forth below of the average net assets
of the Trust, in the aggregate, such fees to be computed daily based
upon the net asset value of the Portfolios as determined by a
valuation made in accordance with the Trust's procedure for
calculating Portfolio net asset value as described in the Trust's
Prospectus and/or Statement of Additional Information. During any
period when the determination of a Portfolio's net asset value is
suspended by the Trustees of the Trust, the net asset value of a
share of that Portfolio as of the last business day prior to such
suspension shall, for the purpose of this Paragraph 2(a), be deemed
to be the net asset value at the close of each succeeding business
day until it is again determined. As described above, the fees
payable to STC are as follows:
Total Trust Assets Annual Fee Rate
------------------------------------------------------------
From $0 to $100 million 0.75%
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Greater than $100 million to $300 million 0.65%
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Greater than $300 million 0.55%
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(b) Information. The Trust will, from time to time, furnish or otherwise
make available to STC such information relating to the business and
affairs of the Portfolios as STC may reasonably require in order to
discharge its duties and obligations hereunder.
3. Term. This Agreement shall remain in effect until September 30, 2008, and
from year to year thereafter provided such continuance is approved at
least annually by the affirmative vote of a majority of the Board of
Trustees of the Trust; provided, however, that;
(a) at any time and without the payment of any penalty, the Trust may
terminate this Agreement upon 90 days written notice to STC;
(b) this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the 1940 Act and the Rules
thereunder) by STC; and
(c) at any time and without the payment of any penalty, STC may
terminate this Agreement upon 90 days written notice to the Trust.
4. Notices. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection
with this Agreement will be in writing and will be delivered in person or
sent by first class mail, postage prepaid or by prepaid overnight delivery
service to the respective parties as follows:
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If to the Trust: If to the Adviser:
---------------- ------------------
Ashport Mutual Funds Trust State Trust Capital, LLC
000 Xxxxxxxx Xxxxxx, Xxxxx 000 000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000 Xxxxx, XX 00000
Xxxxx Vurgait Attn: Xxxxxxx Xxxxxx
5. Limitation of Liability. STC shall not be liable for any error of
judgment, mistake of law or for any other loss suffered by the Trust or
any Portfolio in connection with the performance of this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
malfeasance, bad faith or gross negligence on STC's part in the
performance of its duties or from reckless disregard by it of its
obligations or duties under this Agreement.
6. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged, or terminated orally, but only by a written
instrument signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
7. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect. If any provision
of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of the Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall inure to
the benefit of, the parties hereto and their respective successors.
8. Counterparts. This Agreement may be executed in counterparts by the
parties hereto, each of which shall constitute an original, and all of
which, together, shall constitute one Agreement.
9. Miscellaneous
(a) Performance Review. STC will permit representatives of the Trust,
including the Trust's independent auditors, to have reasonable
access to the personnel and records of STC in order to enable such
representatives to monitor the quality of services being provided
and the level of fees due STC pursuant to this Agreement. In
addition, STC shall promptly deliver to the Board of Trustees of the
Trust such information as may reasonably be requested from time to
time to permit the Board of Trustees to make an informed
determination regarding continuation of this Agreement and the
payments contemplated to be made hereunder.
(b) Choice of Law. This Agreement shall be construed in accordance with
the laws of the State of Florida and the applicable provisions of
the Act. To the extent the applicable law of the State of Florida or
any of the provisions herein conflict with the applicable provisions
of the Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
ASHPORT MUTUTAL FUNDS TRUST STATETRUST CAPITAL, LLC
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By: Xxxxx Vurgait By: Xxxxxxx Xxxxxx
Its: President Its: Chief Financial Officer
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Exhibit A
Ashport Mutual Funds Trust
Portfolios of the Trust
As of September 30, 2006
Ashport Large Cap Fund
Ashport Small/Mid Cap Fund
Ashport Global Fixed Income Fund
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