TH XXX, XXXXXX INVESTMENT TRUST
ADMINISTRATIVE SERVICES CONTRACT
Administrative Services Contract dated as of _____________, 2001 between TH
XXX, XXXXXX INVESTMENT TRUST, a Massachusetts business trust (the "Fund"), and
XXXXXX FIDUCIARY TRUST COMPANY, a Massachusetts trust company (the
"Administrator").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY ADMINISTRATOR TO FUND.
(a) The Administrator, at its expense, subject always to the control of the
Trustees of the Fund and except for the functions carried out by the officers
and personnel referred to in Section 1(d), will manage, supervise and conduct
the non-investment related affairs and business of each series of the Fund and
matters incidental thereto. In the performance of its duties, the Administrator
will comply with the provisions of the Agreement and Declaration of Trust and
Bylaws of the Fund, and will use its best efforts to safeguard and promote the
welfare of the Fund and to comply with such policies which the Trustees may from
time to time determine and shall exercise the same care and diligence expected
of the Trustees.
(b) The Administrator, at its expense will furnish (1) suitable office
space for the Fund and (2) all necessary administrative facilities, including
bookkeeping, clerical personnel and equipment necessary for the efficient
conduct of the affairs of the Fund, including portfolio accounting and
determination of the net asset value of each series of the Fund, but excluding
shareholder accounting services. The Administrator will pay the compensation, if
any, of certain officers of the Fund carrying out the administrative duties
provided for by this Contract. The Fund will pay the fees, if any, of the
Trustees of the Fund.
(c) The Administrator shall not be obligated to pay any expenses of or for
the Fund not expressly assumed by the Administrator pursuant to this Section 1
other than as provided in Section 3.
(d) Notwithstanding any provision of this Contract, the Administrator will
not pursuant to this Contract at any time provide, or be required to provide, to
the Fund or to any person with respect to the Fund investment research, advice,
or supervision, or in any way advise the Fund or any person acting on behalf of
the Fund as to the advisability of investing in, purchasing, or selling
securities or other investments.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers, and
employees of the Fund may be a shareholder, director, officer or employee of, or
be otherwise interested in, the Administrator, and in any person controlled by
or under common control with the Administrator,
and that the Administrator and any person controlled by or under common control
with the Administrator may have an interest in the Fund. It is also understood
that the Administrator and any person controlled by or under common control with
the Administrator have and may have advisory, management, service or other
contracts with other organizations and persons, and may have other interests and
business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE ADMINISTRATOR.
The Fund will pay to the Administrator as compensation for the
Administrator's services rendered, for the facilities furnished and for the
expenses borne by the Administrator pursuant to paragraphs (a) and (b) of
Section 1 for each series of the Fund, a fee computed daily and paid monthly at
the following annual rates:
TH XXX, XXXXXX EMERGING OPPORTUNITIES PORTFOLIO: 0.10% of the average daily net
assets.
Such average net asset value shall be determined by taking an average of all of
the determinations of such net asset value during such month at the close of
business on the last business day during such month while this Contract is in
effect. Such fees shall be payable for each month within 15 days after the close
of such month and shall commence accruing as of the date of the initial issuance
of shares of the Fund to the public.
If the Administrator shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment be approved at a meeting by the affirmative vote of a
majority of the Trustees of the Fund and of a majority of the Trustees of the
Fund who are not interested persons of the Fund or of the Administrator.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by not
more than sixty days' nor less than thirty days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Fund and (ii) a majority of the Trustees
of the Fund who are not interested persons of the Fund or of the Administrator,
do not specifically approve at least annually the continuance of this Contract,
then this Contract shall automatically terminate at the
close of business on the second anniversary of its execution, or upon the
expiration of one year from the effective date of the last such continuance,
whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 will be without the
payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the terms "affiliated person,"
"control," "interested person," and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940 and the Rules and Regulations thereunder; and the
term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934 and the Rules and Regulations thereunder.
7. NON-LIABILITY OF ADMINISTRATOR.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Administrator, or reckless disregard of its obligations and duties
hereunder, the Administrator shall not be subject to any liability to the Fund
or to any shareholder of the Fund for any act or omission in the course of, or
connected with, rendering services hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Fund as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers or shareholders of
the Fund but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, TH XXX, XXXXXX INVESTMENT TRUST and TH XXX, XXXXXX
CAPITAL MANAGEMENT, LLC have each caused this instrument to be signed in
duplicate in its behalf by its President or Vice President thereunto duly
authorized, all as of the day and year first above written.
TH XXX, XXXXXX INVESTMENT TRUST
By: ____________________________
XXXXXX FIDUCIARY TRUST COMPANY
By: ________________________________
