ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made and entered into as of the 1st day of August, 2005,
by and between TrendStar Investment Trust (the "Trust"), a Delaware statutory
trust, and TrendStar Advisors, LLC, a Delaware limited liability company
("TrendStar").
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, TrendStar 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, TrendStar serves as investment adviser to each Portfolio pursuant
to a written agreement for such services, dated September 30, 2003 (the "IA
Agreement"); and
WHEREAS, the Trust wishes to engage TrendStar to provide certain
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 TrendStar wishes to accept such engagement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Trust and TrendStar agree as follows:
1. Obligations of TrendStar
(a) Services. The Trust hereby retains TrendStar 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. distribution, marketing, and/or underwriting services;
4. 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;
5. sub-accounting and recordkeeping services and functions (other
than those books and records required to be maintained by
TrendStar 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;
6. 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;
and
7. such other day-to-day administrative services to which the
parties may agree from time to time.
8. 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;
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 TrendStar shall not
be responsible for any of the following:
1. expenses of maintaining compliance with Rule 38a-1 promulgated
under the 1940 Act, including compensation of the Trust's
Chief Compliance Officer;
2. 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;
3. interest on indebtedness, if any, incurred by the Trust or the
Portfolios;
4. 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
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5. extraordinary expenses of the Trust or Portfolios.
(c) Books and Records. All books and records prepared and maintained by
TrendStar for the Trust under this Agreement shall be the property
of the Trust and, upon request therefor, TrendStar shall surrender
to the Trust such of the books and records so requested.
(d) Staff and Facilities. TrendStar assumes and shall pay for
maintaining the staff, personnel, space, equipment and facilities
necessary to perform its obligations under this Agreement.
(e) Authority to Sub-contract Services. TrendStar may engage
subcontractors to perform any of its duties contained in this
Agreement, provided that TrendStar 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 TrendStar were providing
such services itself. TrendStar 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 TrendStar 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 TrendStar are as follows:
Total Trust Assets Annual Fee Rate
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From $0 to $300 million 0.70%
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Greater than $300 million to $500 million 0.65%
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Greater than $500 million 0.60%
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(b) Information. The Trust will, from time to time, furnish or otherwise
make available to TrendStar such information relating to the
business and affairs of the Portfolios as TrendStar 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 TrendStar;
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(b) this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the 1940 Act and the Rules
thereunder) by TrendStar; and
(c) at any time and without the payment of any penalty, TrendStar 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:
If to the Trust: If to the Adviser:
---------------- ------------------
TrendStar Investment Trust TrendStar Advisors, LLC
0000 Xxxxxxx Xxxx., Xxxxx 000 0000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxx, XX 00000 Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx Attn: Xxxxx XxXxxxx
5. Limitation of Liability. TrendStar 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 TrendStar'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. TrendStar will permit representatives of the
Trust, including the Trust's independent auditors, to have
reasonable access to the personnel and records of TrendStar in order
to enable such representatives to monitor the quality of services
being provided and the level of fees due TrendStar pursuant to this
Agreement. In addition, TrendStar 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 Kansas and the applicable provisions of the
Act. To the extent the applicable law of the State of Kansas 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.
TRENDSTAR INVESTMENT TRUST TRENDSTAR ADVISORS, LLC
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By: Xxxxxx Xxxxxx By: Xxxxx XxXxxxx
Its: President Its: Member
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Exhibit A
TrendStar Investment Trust
Portfolios of the Trust
As of August 1, 2005
TrendStar Small-Cap Fund
TrendStar American Endeavor Fund
