CO-ADMINISTRATION SERVICES CONTRACT
WHITEHALL FUNDS TRUST
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September 17, 1998
As amended October 26, 2000
IBJ Whitehall Bank & Trust Company
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Dear Sirs or Madams:
This will confirm the agreement between the undersigned (the "Trust")
and you (the "Co-Administrator") as follows:
1. The Trust is an open-end investment management company organized as
a Delaware business trust, and consists of one or more separate investment
portfolios, as may be established and designated by the Trustees from time to
time (the "Funds"). This contract shall pertain to the Funds listed on Exhibit A
attached hereto, as such Exhibit A may be amended from time to time. The Fund
has retained PFPC Inc. to act as Fund administrator (the "Administrator").
2. (a) The Co-Administrator shall (i) manage the Funds' relationship
with the Administrator or any successor administrator, (ii) assist with
negotiation of contracts with Fund service providers and supervise the
activities of those service providers, (iii) serve as a liaison with Fund
trustees, and (iv) provide general product management and oversight, to the
extent not provided by the Administrator. The Co-Administrator shall make
periodic reports to the Trust's Board of Trustees on the performance of its
obligations under this Contract.
(b) The Co-Administrator shall, at its expense, employ or associate
with itself such persons as it believes appropriate to assist it in performing
its obligations under this contract.
3. The Co-Administrator shall give the Trust the benefit of the
Co-Administrator's best judgment and efforts in rendering services under this
Contract. As an inducement to the Co-Administrator's undertaking to render these
services, the Trust agrees that the Co-Administrator shall not be liable under
this contract 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 a loss resulting from the Co-Administrator's
willful misfeasance, bad faith or negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof.
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4. In consideration of the services to be rendered by the
Co-Administrator under this contract, the Trust shall pay the Co-Administrator a
monthly fee with respect to each Fund listed on Exhibit A on the first business
day of each month, at an annual rate of 0.03% of the average daily value of the
net assets of the Fund during the preceding month.
If the fees payable to the Co-Administrator pursuant to this paragraph
4 begin to accrue before the end of any month or if this contract terminates
before the end of any month, the fees for the period from that date to the end
of that month or from the beginning of that month to the date of termination, as
the case may be, shall be prorated according to the proportion that the period
bears to the full month in which the effectiveness or termination occurs. For
purposes of calculating the monthly fees, the value of the net assets of the
Fund shall be computed in the manner specified in the Prospectus for the
computation of net asset value. For purposes of this contract, "business day"
means each weekday except those holidays on which the Federal Reserve Bank of
New York, the New York Stock Exchange (the "Exchange") or the investment adviser
is closed. Currently, those holidays include: New Year's Day, ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇.'s Birthday, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.
5. This contract shall become effective with respect to a Fund only if
it has been approved by vote of a majority of (i) the Board of Trustees of the
Trust, and (ii) the Trustees who are not "interested persons" (as defined in the
Investment Company Act of 1940 (the "1940 Act ")) of the Trust and who have no
direct or indirect financial interest in this contract, cast in person at a
meeting called for the purpose of voting on such approval. This contract shall
continue in effect with respect to a Fund until the last day of the calendar
year next following the date of effectiveness specified herein and thereafter
shall continue automatically for successive annual periods ending on the last
day of each calendar year, subject to the immediately following sentence, and
provided such continuance is specifically approved at least annually by a vote
of a majority of (i) the Trust's Board of Trustees and (ii) the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust and who have
no direct or indirect financial interest in the contract, by vote cast in person
at a meeting called for the purpose of voting on such approval. This contract
may be terminated with respect to a Fund at any time, without payment of any
penalty, by a vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by a vote of a majority of the Trust's
Board of Trustees on 60 days' written notice to the Co-Administrator or by the
Co-Administrator on 60 days' written notice to the Trust. If this contract is
terminated with respect to any Fund, it shall nonetheless remain in effect with
respect to any remaining Funds. This contract shall terminate automatically in
the event of its assignment (as defined in the 1940 Act).
6. Except to the extent necessary to perform the Co-Administrator's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Co-Administrator, or any affiliate of the
Co-Administrator, or any employee of the Co-Administrator, to engage in any
other business or to devote time and attention to the management
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or other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, firm,
individual or association.
7. The Trust Instrument, establishing the Trust, dated as of August 25,
1994, together with all amendments thereto, is on file in the office of the
Secretary of the State of Delaware. The obligations of the Trust are not
personally binding upon, nor shall resort be had to the private property of, any
of the Trustees or shareholders of the Trust or any of their agents, but only
the Trust's property shall be bound.
8. This contract shall be construed and its provisions interpreted in
accordance with the laws of the State of New York.
If the foregoing correctly sets forth the agreement between the Trust
and the Co-Administrator, please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
WHITEHALL FUNDS TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
ACCEPTED:
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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EXHIBIT A
LIST OF PORTFOLIOS
As of October 26, 2000
Whitehall Enhanced Index Fund
Whitehall Growth Fund
Whitehall Growth and Income Fund
Whitehall High Yield Fund
Whitehall Income Fund
Whitehall Money Market Fund
