ALLEGIANCE INVESTMENT TRUST
SUBADMINISTRATION AGREEMENT
AGREEMENT made this ___ day of May, 1999, by and between VAN DEVENTER &
XXXX (the "Administrator"), a general partnership organized under the laws of
the State of California, and INVESTMENT COMPANY ADMINISTRATION, L.L.C. (the
"Subadministrator"), an Arizona limited liability company.
WITNESSETH:
A. The Administrator serves as the administrator for Allegiance
Investment Trust (the "Trust") and all portfolios and series thereof as
indicated on Appendix A to this Agreement (a "Fund" or collectively "Funds"),
subject to the overall supervision of the Board of Trustees of the Trust for the
period and on the terms set forth in an Administrative Services Agreement.
B. That Administrative Services Agreement permits to Administrator to
retain various service providers to perform administrative services that are the
responsibility of the Administrator. The Administrator desires to retain the
Subadministrator to perform various administrative responsibilities described in
this Agreement.
In consideration of the mutual promises and agreements herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
1. In General.
The Administrator hereby appoints the Subadministrator as
subadministrator. The Subadministrator hereby accepts such appointment and
agrees during such period to render the services herein described and to assume
the obligations set forth herein, for the compensation herein provided.
References to the Trust in this Agreement shall be deemed to include the Funds
unless otherwise specifically indicated.
2. Duties and Obligations of the Subadministrator.
(a) Subject to the direction and control of the Administrator,
the Subadministrator shall be responsible for providing such services
as the Administrator may reasonably request, including but not limited
to (i) maintaining the Trust's books and records (other than financial
or accounting books and records maintained by any custodian, transfer
agent or accounting services agent); (ii) overseeing the Trust's
insurance relationships; (iii) preparing for the Trust (or assisting
counsel and/or auditors in the preparation of) all required tax
returns, proxy statements and reports to the Trust's shareholders and
Trustees and reports to and other filings with the Securities and
Exchange Commission and any other governmental agency (the Trust
agreeing to supply or cause to be supplied to the Subadministrator all
necessary financial and other information in connection with the
foregoing); (iv) preparing such applications and reports as may be
necessary to make notice filings or maintain the Trust's qualification
or the qualification of its shares under the securities or "blue sky"
laws of the various states selected by the Trust (the Administrator
agreeing to pay all filing fees or other similar fees in connection
therewith); (v) responding to all inquiries or other communications of
shareholders, if any, which are directed to the Subadministrator, or if
any such inquiry or communication is more properly to be responded to
by the Trust's custodian, transfer agent or accounting services agent,
overseeing their response thereto; (vi) overseeing all relationships
between the Trust and any custodian(s), transfer agent(s) and
accounting services agent(s), including the negotiation of agreements
and the supervision of the performance of such agreements; and (vii)
authorizing and directing any of the Subadministrator's directors,
officers and employees who may be elected as officers of the Trust or
Administrator to serve in the capacities in which they are elected. All
services to be furnished by the Subadministrator under this Agreement
may be furnished through the medium of any such directors, officers or
employees of the Subadministrator.
(b) In the absence of willful misfeasance, bad faith,
negligence or reckless disregard of obligations or duties ("disabling
conduct") hereunder on the part of the Subadministrator (and its
officers, directors, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the
Subadministrator) the Subadministrator shall not be subject to
liability to the Administrator, the Trust or to any shareholder of the
Trust for any act or omission in the course of, or connected with,
rendering services hereunder, including, without limitation, any error
of judgment or mistake of law or for any loss suffered by any of them
in connection with the matters to which this Agreement relates, except
to the extent specified in Section 36(b) of the Investment Company Act
of 1940 (the "Act") concerning loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for
services. Except for such disabling conduct, the Administrator and/or
the Trust shall indemnify the Subadministrator (and its officers,
directors, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Subadministrator) from any
liability arising from the Subadministrator's conduct under this
Agreement to the extent permitted by the Trust's Declaration of Trust
and applicable law.
(c) It is agreed that the Subadministrator shall have no
responsibility or liability for the accuracy or completeness of the
Trust's Registration Statement under the Act except for information
supplied by the Subadministrator for inclusion therein.
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3. Allocation of Expenses.
The Subadministrator agrees that it will furnish the Trust, at the
Subadministrator's expense, with all office space and facilities, and equipment
and clerical personnel necessary for carrying out its duties under this
Agreement. The Subadministrator will also pay all compensation of all Trustees,
officers and employees of the Trust who are affiliated persons of the
Subadministrator. All costs and expenses not expressly assumed by the
Subadministrator under this Agreement shall be paid by the Administrator or the
Trust, as appropriate, including, but not limited to (i) interest and taxes;
(ii) brokerage fees and commissions; (iii) insurance premiums; (iv) compensation
and expenses of the Trust's Trustees other than those affiliated with the
Administrator or the Subadministrator; (v) legal and auditing fees and expenses;
(vi) fees and expenses of the Trust's custodian, transfer agent and accounting
services agent; (vii) expenses incident to the issuance of the Trust's shares,
including issuance on the payment of, or reinvestment of, dividends; (viii) fees
and expenses incident to the required notice filings under federal or state
securities laws of the Trust or its shares; (ix) expenses of preparing, printing
and mailing reports and notices and proxy material to shareholders of the Trust;
(x) all other expenses incidental to holding meetings of the Trust's
shareholders; (xi) dues or assessments of or contributions to the Investment
Company Institute or any successor; (xii) such non-recurring expenses as may
arise, including litigation affecting the Trust and the legal obligations which
the Trust may have to indemnify its officers and Trustees with respect thereto;
and (xiii) organization costs of the Trust.
4. Compensation of the Subadministrator.
The Administrator agrees to pay the Subadministrator and the
Subadministrator agrees to accept as full compensation for all services rendered
by the Subadministrator as such, an annual fee, payable monthly, computed on the
value of the net assets of the Trust as of the close of business each business
day at the annual rate indicated on Appendix B to this Agreement.
5. Duration and Termination.
(a) This Agreement shall become effective on the date set
forth above and shall remain in force until terminated pursuant to the
provisions of paragraph (b) hereof.
(b) This Agreement may be terminated by the Subadministrator
at any time without penalty upon giving the Administrator not less than
sixty (60) days' written notice (which notice may be waived by the
Administrator) and may be terminated by the Administrator at any time
without penalty upon giving the Subadministrator not less than sixty
(60) days' written notice (which notice may be waived by the
Subadministrator).
6. Governing Law.
This Agreement constitutes the entire agreement and understanding
between the parties hereto, and it shall be governed and construed in accordance
with the laws of the State of Arizona (without regard to conflicts of law).
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by duly authorized persons and their seals to be
hereunto affixed, all as of the day and year first above written.
VAN DEVENTER & XXXX
By____________________________________
INVESTMENT COMPANY
ADMINISTRATION, L.L.C.
By____________________________________
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Appendix A
ALLEGIANCE INVESTMENT TRUST
Funds/Portfolios of the Trust Subject to the Agreement
Fund Effective Date
---- --------------
Allegiance American Value Fund ________, 1999
Allegiance California Tax-Free Intermediate Bond Fund ________, 1999
Allegiance Intermediate-Term Bond Fund ________, 1999
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Appendix B
ALLEGIANCE INVESTMENT TRUST
Compensation of Subadministrator Under Section 4 of the Agreement
[List applicable fee rates for the Funds]
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