▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT TRUST -
▇▇▇▇▇ ▇▇▇▇▇▇ S&P 500 ADVANTAGE FUND
ADMINISTRATION AGREEMENT
November __, 1995
▇▇▇▇▇ ▇▇▇▇▇▇ Mutual Funds Management Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Trust, a business trust
organized under the laws of the Commonwealth of
Massachusetts, confirms its agreement with ▇▇▇▇▇ ▇▇▇▇▇▇
Mutual Funds Management Inc. ("SBMFM") and its sub-trust,
▇▇▇▇▇ ▇▇▇▇▇▇ S&P 500 Advantage Fund (the "Fund") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and
reinvesting in investments of the kind and in accordance
with the limitations specified in its Master Trust
Agreement, as amended from time to time (the "Master Trust
Agreement"), in its Prospectus(es) and Statement(s) of
Additional Information as from time to time in effect and in
such manner and to such extent as may from time to time be
approved by the Board of Trustees of the Fund (the "Board").
Copies of the Fund's Prospectus(es), Statement(s) of
Additional Information and Master Trust Agreement have been
or will be submitted to SBMFM Travelers Investment
Management Company ("TIMCO"), a wholly owned subsidiary of
▇▇▇▇▇ ▇▇▇▇▇▇ Holdings Inc., serves as the Fund's investment
adviser, and the Fund desires to employ and hereby appoints
SBMFM to act as its administrator. SBMFM accepts this
appointment and agrees to furnish the services to the Fund
for the compensation set forth below. SBMFM is hereby
authorized to retain third parties and is hereby authorized
to delegate some or all of its duties and obligations
hereunder to such persons provided that such persons shall
remain under the general supervision of SBMFM.
2. Services as Administrator
Subject to the supervision and direction of the Board,
SBMFM will: (a) assist in supervising all aspects of the
Fund's operations except those performed by the Fund's
investment adviser under its investment advisory agreement;
(b) supply the Fund with office facilities (which may be in
SBMFM's own offices), statistical and research data, data
processing services, clerical, accounting and bookkeeping
services, including, but not limited to, the calculation of
(i) the net asset value of shares of the Fund, (ii)
applicable contingent deferred sales charges and similar
fees and charges and (iii) distribution fees, internal
auditing and legal services, internal executive and
administrative services, and stationary and office supplies;
and (c) prepare reports to shareholders of the Fund, tax
returns and reports to and filings with the Securities and
Exchange Commission (the "SEC") and state blue sky
authorities.
3. Compensation
In consideration of services rendered pursuant to this
Agreement, the Fund will pay SBMFM on the first business day
of each month a fee for the previous month at an annual rate
of 0.10 of 1.00% of the Fund's average daily net assets.
The fee for the period from the date the Fund's initial
registration statement is declared effective by the SEC to
the end of the month during which the initial registration
statement is declared effective shall be prorated according
to the proportion that such period bears to the full monthly
period. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears
to the full monthly period and shall be payable upon the
date of termination of this Agreement. For the purpose of
determining fees payable to SBMFM, the value of the Fund's
net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect.
4. Expenses
SBMFM will bear all expenses in connection with the
performance of its services under this Agreement. The Fund
will bear certain other expenses to be incurred in its
operation, including: taxes, interest, brokerage fees and
commissions, if any; fees of the members of the Board of the
Fund who are not officers, directors or employees of SBMFM
or its affiliates or any person who is an affiliate of any
person to whom duties may be delegated hereunder; SEC fees
and state blue sky qualification fees; charges of custodians
and transfer and dividend disbursing agents; the Fund's and
Board members' proportionate share of insurance premiums,
professional association dues and/or assessments; outside
auditing and legal expenses; costs of maintaining the Fund's
existence; costs attributable to investor services,
including, without limitation, telephone and personnel
expenses; costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the officers or Board
and any extraordinary expenses. In addition, the Fund will
pay all distribution fees pursuant to a Distribution Plan
adopted under Rule 12b-1 of the Investment Company Act of
1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to this Agreement and the
Fund's investment advisory agreement (s), but excluding
distribution fees, interest, taxes, brokerage and, if
permitted by state securities commissions, extraordinary
expenses) exceed the expense limitations of any state having
jurisdiction over the Fund, SBMFM will reimburse the Fund
for that excess expense to the extent required by state law
in the same proportion as its respective fees bear to the
combined fees for investment advice and administration. The
expense reimbursement obligation of SBMFM will be limited to
the amount of its fees hereunder. Such expense
reimbursement, if any, will be estimated, reconciled and
paid on a monthly basis.
6. Standard of Care
SBMFM shall exercise its best judgment in rendering the
services listed in paragraph 2 above, and SBMFM shall not be
liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters
to which this Agreement relates, provided that nothing
herein shall be deemed to protect or purport to protect
SBMFM against liability to the Fund or to its shareholders
to which SBMFM would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or by reason of
SBMFM's reckless disregard of its obligations and duties
under this Agreement.
7. Term of Agreement
This Agreement shall continue automatically for
successive annual periods, provided such continuance is
specifically approved at least annually by the Board.
8. Service to Other Companies or Accounts
The Fund understands that SBMFM now acts, will continue
to act and may act in the future as administrator to one or
more other investment companies, and the Fund has no
objection to SBMFM so acting. In addition, the Fund
understands that the persons employed by SBMFM or its
affiliates to assist in the performance of its duties
hereunder will not devote their full time to such service
and nothing contained herein shall be deemed to limit or
restrict the right of SBMFM or its affiliates to engage in
and devote time and attention to other businesses or to
render services of whatever kind or nature.
9. Indemnification
The Fund agrees to indemnify SBMFM and its officers,
directors, employees, affiliates, controlling persons,
agents (including persons to whom responsibilities are
delegated hereunder) ("indemnitees") against any loss,
claim, expense or cost of any kind (including reasonable
attorney's fees) resulting or arising in connection with
this Agreement or from the performance or failure to perform
any act hereunder, provided that no such indemnification
shall be available if the indemnitee violated the standard
of care in paragraph 6 above. This indemnification shall be
limited by the 1940 Act, and relevant state law. Each
indemnitee shall be entitled to advancement of its expenses
in accordance with the requirements of the 1940 Act and the
rules, regulations and interpretations thereof as in effect
from time to time.
10. Limitation of Liability
The Fund, SBMFM and Boston Advisors agree that the
obligations of the Fund under this Agreement shall not be
binding upon any of the Board members, shareholders,
nominees, officers, employees or agents, whether past,
present or future, of the Fund individually, but are binding
only upon the assets and property of the Fund, as provided
in the Master Trust Agreement. The execution and delivery
of this Agreement has been duly authorized by the Fund and
SBMFM and signed by an authorized officer of each, acting as
such. Neither the authorization by the Board members of the
Fund, nor the execution and delivery by the officer of the
Fund shall be deemed to have been made by any of them
individually or to impose any liability on any of them
personally, but shall bind only the assets and property of
the Fund as provided in the Master Trust Agreement.
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance hereof by
signing and returning to us the enclosed copy hereof.
Very truly yours,
▇▇▇▇▇ ▇▇▇▇▇▇ Investment
Trust,
on behalf of
▇▇▇▇▇ ▇▇▇▇▇▇ S&P 500
Advantage Fund
By:
____________________________
Name: ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Title: Chairman of the
Board
Accepted:
▇▇▇▇▇ ▇▇▇▇▇▇ Mutual Funds Management Inc.
By: __________________________
Name:
Title:
