WHEREAS, the Trust wishes to retain the Administrator to provide

certain administrative services to the Trust, under the terms and conditions

stated below, and the Administrator is willing to provide such services for the

compensation set forth below;



         NOW, THEREFORE, in consideration of the mutual premises and covenants

herein contained and other good and valuable consideration, the receipt of which

is hereby acknowledged, it is agreed by and between the parties hereto as

follows:



         1. Appointment. The Trust hereby appoints the Administrator to

administer the Trust, and the Administrator accepts such appointment and agrees

that it will furnish the services set forth in Exhibit B attached hereto and

made a part hereof, subject to the supervision of the Trust's Board of Trustees

(the "Board").



         2. Compliance with the Trust's Governing Documents and Applicable Law.

In all matters relating to the performance of this Agreement, the Administrator

will act in conformity with the Agreement and Declaration of Trust, By-Laws and

registration statement of the Trust and with the directions of the Board and

Trust officers and will conform to and comply with the requirements of the 1940

Act and all other applicable federal and state laws and regulations. In

compliance with Rule 31a-3 under the 1940 Act, the Administrator hereby agrees

that any records which it maintains for the Trust are the property of the Trust,

and further agrees to surrender promptly to the Trust or its agents any of such

records upon the Trust's request. The Administrator further agrees to arrange

for the preservation of the records required to be maintained by Rule 31a-1

under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.



         3. Services Not Exclusive. The Administrator's services hereunder are

not deemed to be exclusive, and the Administrator is free to render

administrative or other services to other funds or clients so long as the

Administrator's services under this Agreement are not impaired thereby.



         4. Compensation. For the services provided and expenses assumed by the

Administrator under this Agreement, the Trust will pay the Administrator a fee,

accrued daily and paid monthly, at the annualized rate of 0.04% of the first

$200,000,000; 0.03% of the next $300,000,000; 0.02% of the next $500,000,000 and

0.01% for amounts over $1,000,000,000 of the average daily net assets of the

Trust.



{PAGE}



         5. Limitation of Liability of the Administrator. The Administrator will

not be liable for any error of judgment or mistake of law or for any loss

suffered by the Trust or its shareholders in connection with the performance of

its duties under this Agreement, except a loss resulting from willful

misfeasance, bad faith or gross negligence on its part in the performance of its

duties or from reckless disregard by it of its duties under this Agreement.



         6. Duration and Termination. This Agreement shall become effective as

of the date hereof and shall continue in effect until the second anniversary of

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