exhibit h(2)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 30th day of June, 2003, by and
between TT International U.S.A. Master Trust, a Massachusetts trust (the "Master
Trust"), TT International U.S.A. Feeder Trust, a Massachusetts trust (together
with the Master Trust, the "Trusts"), and SEI Investments Global Funds Services
(the "Administrator"), a Delaware statutory trust.
WHEREAS, each Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series portfolios ("Portfolios"), each of which may
consist of one or more classes of shares of beneficial interest ("Shares"); and
WHEREAS, the Trusts, which together constitute one fund complex, desire
the Administrator to provide, and the Administrator is willing to provide,
administrative, accounting and other ancillary services to such Portfolios of
the Trusts on the terms and conditions hereinafter set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trusts and the Administrator hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trusts hereby retains
the Administrator to furnish the Portfolios with accounting, administrative and
other ancillary services as set forth in this Agreement, and the Administrator
hereby accepts such appointment. The Administrator shall be deemed to be an
independent contractor for all purposes herein.
ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The Administrator
shall perform or supervise the performance by others of the accounting,
administrative and other ancillary services set forth in Schedule A hereto. The
Administrator shall provide the Trusts with all necessary office space,
equipment, personnel, compensation and facilities (including facilities for
Shareholders' and Trustees' meetings) for providing such services. The
Administrator may sub-contract with third parties to perform certain of the
services to be performed by the Administrator hereunder; provided, however, that
the Administrator shall remain principally responsible to the Trusts for the
acts and omissions of such other entities. In meeting its duties hereunder, the
Administrator shall have the general authority to do all acts deemed in the
Administrator's good faith belief to be necessary and proper to perform its
obligations under this Agreement.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also pay all
compensation, if any, of officers of the Trusts, as well as all Trustees of the
Trusts who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trusts retained by the Trustees of the
Trusts to perform services on behalf of the Trusts.
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(B) FUND EXPENSES. The Trusts assume and shall pay or cause to be paid
all other expenses of the Trusts not otherwise allocated in this Agreement,
including, without limitation, organizational costs, taxes, expenses for legal
and auditing services, compliance services, the expenses of preparing (including
typesetting), printing and mailing reports, prospectuses, statements of
additional information, proxy solicitation material and notices to existing
shareholders, all expenses incurred in connection with issuing and redeeming
Shares, the costs of pricing services, the costs of custodial services, the cost
of initial and ongoing registration of the Shares under Federal and state
securities laws, fees and out-of-pocket expenses of Trustees who are not
affiliated persons of the Administrator or any affiliated corporation of the
Administrator, the costs of Trustees' meetings, insurance, interest, brokerage
costs, litigation and other extraordinary or nonrecurring expenses, and all fees
and charges of service providers to the Trusts. The Trusts shall reimburse the
Administrator for its reasonable out-of-pocket expenses, including all
reasonable charges for SAS 70 audit charges, and reasonable copying, postage,
telephone, and fax charges incurred by the Administrator in the performance of
its duties.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR. The Trusts shall pay to
the Administrator compensation at the annual rate specified in Schedule B to
this Agreement until this Agreement is terminated in accordance with Article 6.
Such compensation shall be calculated and accrued daily, and paid to the
Administrator monthly. If this Agreement becomes effective subsequent to the
first day of a month or terminates before the last day of a month, the
Administrator's compensation for that part of the month in which this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fees as set forth above. Payment of the Administrator's compensation for the
preceding month shall be made promptly.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of reckless disregard of its obligations and duties hereunder. (As
used in this Article 5, the term "Administrator" shall include Trustees,
officers, employees and other agents of the Administrator as well as that entity
itself.) Under no circumstances shall the Administrator be liable to the Trusts
for consequential, indirect or punitive damages.
So long as the Administrator, or its agents, acts without willful
misfeasance, bad faith or negligence in the performance of its duties, and
without reckless disregard of its obligations and duties hereunder, the Trusts
assume full responsibility and shall indemnify the Administrator and hold it
harmless from and against any and all actions, suits and claims, and from and
against any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of any act or
omission of the Administrator in carrying out its duties hereunder. The
indemnity and defense provisions set forth herein shall indefinitely survive the
termination of this Agreement.
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If in any case a Trust may be asked to indemnify or hold the
Administrator harmless, the Administrator shall promptly advise the applicable
Trust of the pertinent facts concerning the situation in question, and the
Administrator will use all reasonable care to identify and notify the Trust
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification, but failure to do so shall
not affect the rights hereunder.
The Trust shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Trust elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the Trust
and satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the fees and expenses
of any counsel retained by the Administrator.
The Administrator may apply to the Trust at any time for instructions
and may consult counsel for the Trust or its own counsel and with accountants
and other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Trusts until receipt of written notice thereof from the Trusts.
Nothing herein shall make the Administrator liable for the performance
or omissions of unaffiliated third parties not under the Administrator's
reasonable control such as, by way of example and not limitation, transfer
agents, custodians, investment advisers or sub-advisers, postal or delivery
services, telecommunications providers and processing and settlement services.
ARTICLE 6. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall become effective on the date set forth in Schedule B hereto and shall
remain in effect for the full duration of the Initial Term and each Renewal
Term, each as set forth in Schedule B, unless terminated in accordance with the
provisions of this Article 6. This Agreement may be terminated only: (a) by
either the Trusts or the Administrator at the end of the Initial Term or the end
of any Renewal Term on 90 days' prior written notice; (b) by either the Trusts
or the Administrator on such date as is specified in written notice given by the
terminating party, in the event of a material breach of this Agreement by the
other party, provided the terminating party has notified the other party of such
material breach at least 45 days prior to the specified date of termination and
the breaching party has not remedied such breach by the specified date; or (c)
as to any Portfolio or the Trusts, effective upon the liquidation of such
Portfolio or the Trusts, as the case may be. For purposes of this paragraph, the
term "liquidation" shall mean a transaction in which the assets of the Trusts or
a Portfolio are sold or otherwise disposed of and proceeds therefrom are
distributed in cash to the shareholders in complete liquidation of the interests
of such shareholders in the entity.
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ARTICLE 7. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Trusts are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests.
ARTICLE 8. CONFIDENTIALITY. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trusts and its shareholders received by the
Administrator in connection with this Agreement, including any non-public
personal information as defined in Regulation S-P, and that it shall not use or
disclose any such information except for the purpose of carrying out the terms
of this Agreement; provided, however, that the Administrator may disclose such
information as required by law or after prior notification to and approval in
writing by the Trusts, which approval may not be withheld where the
Administrator may be exposed to civil or criminal contempt proceedings or
penalties for failure to comply.
ARTICLE 9. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trusts shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trusts and will be made
available to or surrendered promptly to the Trusts on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trusts and follow the Trusts'
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trusts have
agreed to indemnify the Administrator against such liability.
ARTICLE 10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
Administrator undertakes to comply in all respects with applicable requirements
of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940
Act, and any laws, rules and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed by the Administrator
hereunder.
ARTICLE 11. INTERNET ACCESS. Data and information may be made
electronically accessible to the Trusts and the Trusts' adviser and/or
sub-adviser through Internet access to one or more links provided by the
Administrator ("Web Link"). All rights in Web Link (including text and "look and
feel" attributes) are owned by the Administrator. Any commercial use of the
content or any other aspect of Web Link requires the written permission of the
Administrator. Use of the Web Link by the Trusts or its agents will be subject
to any terms of use set forth on the web site. A Web Link and the information
(including text, graphics and functionality) in the Web Link is presented "As
Is" and "As Available" without express or implied warranties including, but not
limited to, implied warranties of non-infringement, merchantability and fitness
for a particular purpose. The Administrator neither warrants that the Web Link
will be uninterrupted or error free, nor guarantees the accessibility,
reliability, performance, timeliness, sequence, or completeness of information
provided on the Web Link.
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ARTICLE 12. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the
agreement among the Trusts, the Trusts' adviser and the Administrator, dated as
of the date hereof, concerning certain performance standards ("Performance
Standards Agreement") relating to the services provided hereunder, as such
Performance Standards Agreement may be amended from time to time, constitutes
the entire agreement between the parties hereto and supersedes any prior
agreement, draft or proposal with respect to the subject matter hereof. This
Agreement or any part hereof may be changed or waived only by an instrument in
writing signed by the party against which enforcement of such change or waiver
is sought.
ARTICLE 13. ASSIGNMENT. This Agreement shall not be assignable by
either party without the prior written consent of the other party.
ARTICLE 14. WAIVER. Any term or provision of this Agreement may be
waived at any time by the party entitled to the benefit thereof by written
instrument executed by such party. No failure of either party hereto to exercise
any power or right granted hereunder, or to insist upon strict compliance with
any obligation hereunder, and no custom or practice of the parties with regard
to the terms of performance hereof, will constitute a waiver of the rights of
such party to demand full and exact compliance with the terms of this Agreement.
ARTICLE 15. NOTICE. Any notice required or permitted to be given by
either the Trusts or the Administrator to the other shall be deemed sufficient
if sent by registered or certified mail, federal express (or substantially
similar delivery service), postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to the party
giving notice: if to the Trusts, at Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx, 00000; and if to the Administrator at Xxx Xxxxxxx Xxxxxx Xxxxx,
Xxxx, Xxxxxxxxxxxx, 00000.
ARTICLE 16. FORCE MAJEURE. No breach of any obligation of a party to
this Agreement will constitute an event of default or breach to the extent it
arises out of a cause, existing or future, that is beyond the control and
without negligence of the party otherwise chargeable with breach or default,
including without limitation: work action or strike; lockout or other labor
dispute; flood; war; riot; theft; earthquake or natural disaster. Either party
desiring to rely upon any of the foregoing as an excuse for default or breach
will, when the cause arises, give to the other party prompt notice of the facts
which constitute such cause; and, when the cause ceases to exist, give prompt
notice thereof to the other party.
ARTICLE 17. EQUIPMENT FAILURES. In the event of equipment failures
beyond the Administrator's control, the Administrator shall take reasonable and
prompt steps to minimize service interruptions but shall have no liability with
respect thereto. The Administrator shall develop and maintain a plan for
recovery from equipment failures which may include contractual arrangements with
appropriate parties making reasonable provision for emergency use of electronic
data processing equipment to the extent appropriate equipment is available.
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ARTICLE 18. DEFINITIONS OF CERTAIN TERMS. The term "affiliated person,"
when used in this Agreement, shall have the meaning specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.
ARTICLE 19. HEADINGS. All Article headings contained in this Agreement
are for convenience of reference only, do not form a part of this Agreement and
will not affect in any way the meaning or interpretation of this Agreement.
Words used herein, regardless of the number and gender specifically used, will
be deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the contract requires.
ARTICLE 20. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Delaware and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Delaware, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 21. LIMITATION OF LIABILITY. Notice is hereby given that this
Agreement is executed on behalf of the Trustees of the Trusts as trustees and
not individually, and that all obligations of this Agreement are not binding
upon any of the trustees, officers, agents or shareholders of any of the
Portfolios or the Trusts individually, but binding only upon the assets and
property of the Portfolios or the Trusts. No Portfolio shall be liable for any
claims against any other Portfolio.
ARTICLE 22. MULTIPLE ORIGINALS. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 23. BINDING AGREEMENT. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 24. SEVERABILITY. If any part, term or provision of this
Agreement is held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
TT INTERNATIONAL U.S.A. MASTER TRUST
By: /S/ X.X. XXXXXXX
---------------------------------
Name: S. Xxxxxx Xxxxxxx
Title: Secretary
TT INTERNATIONAL U.S.A. FEEDER TRUST
By: /S/ X. X. XXXXXXX
---------------------------------
Name: S. Xxxxxx Xxxxxxx
Title: Secretary
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /S/ XXXX XXXXX
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JUNE 30 2003
AMONG
TT INTERNATIONAL U.S.A. MASTER TRUST,
TT INTERNATIONAL U.S.A. FEEDER TRUST AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
The Administrator shall provide the following services to the Trusts:
(a) Maintain the Trusts' accounting books and records;
(b) Obtain portfolio security valuations from appropriate sources
consistent with the Trusts' pricing and valuation policies, and
calculate net asset value of each portfolio and class;
(c) Compute yields, total return, expense ratios, portfolio turnover rate
and average dollar-weighted portfolio maturity, as appropriate;
(d) Track and validate income and expense accruals, analyze and modify
expense accrual changes periodically, and process expense disbursements
to vendors and service providers;
(e) Perform cash processing such as recording paid-in capital activity,
perform necessary reconciliations with the transfer agent and the
custodian, and provide cash availability data to the adviser, if
requested;
(f) Calculate required ordinary income and capital gains distributions,
coordinate estimated cash payments, and perform necessary
reconciliations with the transfer agent;
(g) Provide standardized performance reporting data to the Trusts and their
adviser;
(h) Provide performance, financial and expense information for registration
statements and proxies;
(i) Communicate net asset value, yield, total return or other financial
data to appropriate third party reporting agencies, and assist in
resolution of errors reported by such third party agencies;
(j) Prepare the Trusts' financial statements for review by fund management
and independent auditors, manage annual and semi-annual report
preparation process, prepare Forms N-CSR and 24f-2, provide fund
performance data for annual report, coordinate printing and delivery of
annual and semi-annual reports to shareholders, and file Form N-CSR,
Form 24f-2 and annual/semi-annual reports via XXXXX;
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(k) Monitor each Portfolio's compliance with the requirements of Subchapter
M of the Internal Revenue Code with respect to status as a regulated
investment company;
(l) Prepare and file federal and state tax returns for the Trusts, and
provide data for year-end 1099's and supplemental tax letters;
(m) Provide such fund accounting and financial reports in connection with
quarterly meetings of the Board of Trustees as are required or as the
Board may reasonably request;
(n) Provide consulting with respect to the ongoing design, development and
operations of the Trusts, including new portfolios and share classes
and/or load structures and financing, as well as changes to investment
objectives and policies for existing portfolios;
(o) Provide regulatory assistance and secondary compliance support in
connection with the Administrator's services to the Portfolios;
(p) Validate daily portfolio trade activity (equity and foreign exchange)
with the Trusts' adviser;
(q) Record all mandatory corporate actions, validating income, amortization
and adjustments and receive and record all voluntary corporate actions;
(r) Monitor international dividend tax reclaims and manage ageing and
collection process with the Trusts' custodian;
(s) Produce standard reports and deliver such reports to the Trusts'
adviser via M@XWORKS;
(t) Distribute daily and monthly data feeds to major third party reporting
agencies and provide additional updates as required;
(u) Provide certain agreed upon reports to the Trusts' adviser in an agreed
upon electronic format;
(v) Provide portfolio benchmark analysis and collection, performance
attribution analysis third party data (e.g., Lipper, Morningstar),
calendar year-end after tax reporting for all portfolios and make
available date to date reporting through M@XWORKS;
(w) Provide financial statement timelines, review such timelines with the
Trusts' adviser and manage deadlines;
(x) Upon request, provide certifications required by Xxxxxxxx-Xxxxx and
periodically evaluate disclosure controls and related internal controls
through the Administrator's Performance Management Compliance and
Oversight Committee.
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(y) Coordinate with the Trusts' adviser to receive portfolio trade date
information on trade date for semi-annual and year-end periods;
(z) Monitor and comply with new accounting standards issued by the AICPA;
(aa) Discuss portfolio budgets and material changes to budgets quarterly
with the Trusts' adviser;
(bb) Calculate 12b-1 payments to be made to the Trusts' service providers
and provide quarterly 12b-1 summary reports;
(cc) Provide tax consultation as requested;
(dd) Conduct and review quarterly IRS diversification tests and calendar
year-end distributions for compliance with excise tax requirements;
(ee) Compute required ordinary income and capital gain distributions and
prepare estimated capital gain distributions twice per year (fiscal
year-end and excise);
(ff) Coordinate foreign tax credit notifications to shareholders;
(gg) Prepare year-end provisions and tax notes;
(hh) Calculate reallocations of income and notify the Trusts and their
transfer agent of any such reallocation
(ii) Conduct required income qualification tests;
(jj) Apply for TIN/EINs as necessary;
(kk) Review portfolio profiles with the Trusts prior to submission to the
Trusts' transfer agent;
(ll) Coordinate the creation, review and approval of special shareholder tax
inserts and coordinate the printing and delivery of special shareholder
tax inserts to direct shareholders;
(mm) Provide a copy of special shareholder tax insert to the Trusts' adviser
or other interested parties, as required;
(nn) Conduct secondary (trade date + 2) compliance testing on all Portfolios
and provide automated compliance results daily via M@XWORKS;
(oo) Maintain and update Portfolio compliance limitation tests;
(pp) Research potential Portfolio deviations and provide monthly summaries;
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(qq) Monitor weekly watch list for second tier securities;
(rr) Coordinate monthly tier classification verification with the Trusts'
adviser;
(ss) Monitor regulatory developments and discuss material developments with
the Trusts' counsel and adviser;
(tt) Coordinate with the Trusts' counsel on drafting, review and filings of
registration statements and proxies, and coordinate printing and
delivery of prospectuses and proxies;
(uu) Provide consultation to the Trusts and their adviser on regulatory
matters relating to the operation of the Trusts, and update the Trusts
and their adviser on significant regulatory and legislative
developments which may affect the Trusts;
(vv) Develop or assist legal counsel to the Trusts in the development of
polices and procedures relating to the operation of the trust,
including standard compliance materials such as fair value policies and
procedures and anti-money laundering procedures designed to comply with
the USA patriot Act and any other applicable laws and regulations;
(ww) Coordinate with the Trusts' counsel in the preparation, review and
execution of contracts between the Trusts and third parties, such as
the trust's investment adviser, transfer agent and custodian, and
record-keepers and shareholder service providers;
(xx) Act as liaison to legal counsel to the Trusts and, where applicable, to
legal counsel to the Trusts' independent counsel;
(yy) Assist the Trusts in handling and responding to routine regulatory
examinations with respect to records retained or services provided by
the Administrator, and coordinate with the Trusts' legal counsel in
responding to any non-routine regulatory matters with respect to such
matters;
(zz) Coordinate the Trusts' board schedule, agenda and production of board
meeting materials and attend board meetings, if requested;
(aaa) Facilitate completion of quarterly board reports, including providing
the Trusts' adviser with quarterly checklists concerning affiliated
transactions, prepare quarterly compliance violation summaries based on
the Administrator's secondary compliance testing and information
provided from the Trusts' adviser and update authorized signer lists;
(bbb) Provide individuals to serve as officers of the Trusts, if requested;
(ccc) Monitor compliance with state Blue Sky requirements and coordinate
required state Blue Sky filings;
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(ddd) Provide the Trusts with access to the Administrator's joint D&O and
Fidelity Bond insurance policies;
(eee) Apply for CUSIPs and NASDAQ ticker symbols when new portfolios are
established;
(fff) Notify applicable Trust vendors of material changes to the Trusts and
their policies and procedures.
[END OF SCHEDULE A]
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SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JUNE 30, 0000
XXXXX
XX XXXXXXXXXXXXX X.X.X. MASTER TRUST,
TT INTERNATIONAL U.S.A. FEEDER TRUST (THE "TRUSTS")
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Portfolios: This Schedule shall apply with respect to the Trusts and all
feeder portfolios (except the LKCM International Fund) of the
Trusts, either now existing or in the future created (the
"Complex"). The following is a listing of the current
portfolios of the Complex (collectively, the "Portfolios"):
TT EAFE Portfolio TT Active International Mutual Fund
TT Europe Portfolio TT Europe Mutual Fund
Fees: Pursuant to Article 4, the Trusts shall pay the Administrator
the following fees, at the annual rate set forth below
calculated based upon the aggregate average daily net assets
of the Complex:
12.0 basis points First $250,000,000
10.0 basis points Next $250,000,000
8.0 basis points Over $500,000,000
This fee schedule is subject to a minimum annual fee of
$281,500 for all Portfolios and classes in existence as of the
effective date of this Agreement. The minimum fee shall be
increased $77,500 for each new trust created after the
effective date of this Agreement and $28,500 for each feeder
portfolio created after the effective date of this Agreement.
In addition, the minimum fee shall be increased $17,500for
each new class added to a portfolio of a Trust after the
effective date of this Agreement.
Term: This Agreement shall become effective on October 2, 2003 and
shall remain in effect through October 2 2007 ("Initial Term")
and, thereafter, for successive terms of one year) each (each
a "Renewal Term"), unless and until this Agreement is
terminated in accordance with the provisions of Article 6
hereof.
Misc.: The Trusts acknowledge and agree that the Administrator
reserves the right to impose a five percent (5%) per annum
surcharge on a Portfolio basis against the Portfolios in the
event the Trusts have not implemented by the first anniversary
of this Agreement an automated trade ticket process with the
Administrator to facilitate the orderly and timely processing
of Portfolio transactions, valuations and reconciliations.
[END OF SCHEDULE B]
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