ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this ___ day of October, 1998, by and
between XXXX XXXXXXXXX VARIABLE INSURANCE TRUST, a Massachusetts business trust
(the "Trust"), and BISYS FUND SERVICES OHIO, INC. (the "Administrator"), an Ohio
corporation.
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), that is authorized to issue series of shares of beneficial interest
("Shares"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such series of the Trust as the Trust and the Administrator may agree on
("Portfolios") and as listed on Schedule A attached hereto and made a part of
this Agreement, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby engages the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the management and administrative services as set forth in
Article 2 below. The Administrator hereby accepts such engagement and agrees to
perform the duties set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.
ARTICLE 2. ADMINISTRATIVE SERVICES. The Administrator shall perform or
supervise the performance by others of administrative services in connection
with the operations of the Portfolios, and, on behalf of the Trust, will
investigate, assist in the selection of and conduct relations with custodians,
depositories, accountants, legal counsel, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and persons in any other capacity deemed
to be necessary or desirable for the Portfolios' operations. The Administrator
shall provide the Trustees of the Trust with such reports regarding investment
performance as they may reasonably request but shall have no responsibility for
supervising the performance by any investment adviser or sub-adviser of its
responsibilities.
The Administrator shall provide the Trust with regulatory reporting,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for meetings of shareholders ("Shareholders") and Trustees
of the Trust) for handling the affairs of the Portfolios and such other services
as the Administrator shall, from time to time, determine to be necessary to
perform its obligations under this Agreement. In addition, at the request of the
Board of Trustees,
the Administrator shall make reports to the Trust's Trustees concerning the
performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator
shall:
(a) calculate contractual Trust expenses and control all
disbursements for the Trust, and as appropriate compute the
Trust's yields, total return, expense ratios, portfolio
turnover rate and, if required, portfolio average
dollar-weighted maturity;
(b) assist Trust counsel with the preparation of prospectuses,
statements of additional information, registration statements
and proxy materials;
(c) prepare such reports, applications and documents
(including reports regarding the sale and redemption
of Shares as may be required in order to comply with
Federal and state securities law) as may be necessary
or desirable to register the Trust's Shares with
state securities authorities, monitor the sale of
Trust Shares for compliance with state securities
laws, and file with the appropriate state securities
authorities the registration statements and reports
for the Trust and the Trust's Shares and all
amendments thereto, as may be necessary or convenient
to register and keep effective the Trust and the
Trust's Shares with state securities authorities to
enable the Trust to make a continuous offering of its
Shares;
(d) develop and prepare, with the assistance of the
Trust's investment adviser, communications to Shareholders,
including the annual report to Shareholders,
coordinate the mailing of prospectuses, notices, proxy
statements, proxies and other reports to Trust
Shareholders, and supervise and facilitate the proxy
solicitation process for all shareholder meetings,
including the tabulation of shareholder votes;
(e) administer contracts on behalf of the Trust with, among
others, the Trust's investment adviser, distributor,
custodian, transfer agent and fund accountant;
(f) supervise the Trust's transfer agent with respect to
the payment of dividends and other distributions to
Shareholders;
(g) calculate performance data of the Trust and its Portfolios for
dissemination to information services covering the investment
company industry;
(h) coordinate and supervise the preparation and filing of
the Trust's tax returns;
(i) examine and review the operations and performance of
the various organizations providing services to the
Trust or any Portfolio of the Trust, including,
without limitation, the Trust's investment adviser,
distributor, custodian, fund accountant, transfer
agent, outside legal counsel and independent public
accountants, and at the
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request of the Board of Trustees, report to the Board on the
performance of such organizations;
(j) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and
printing of the Trust's semi-annual and annual reports to
Shareholders;
(k) assist with the design, development, and operation of the
Trust Portfolios, including new classes, investment
objectives, policies and structure;
(l) provide individuals reasonably acceptable to the Trust's Board
of Trustees to serve as officers of the Trust, who will be
responsible for the management of certain of the Trust's
affairs as determined by the Trust's Board of Trustees;
(m) advise the Trust and its Board of Trustees on matters
concerning the Trust and its affairs;
(n) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust
in accordance with the requirements of Rules 17g-1 and
17d-1(d)(7) under the 1940 Act as such bonds and policies are
approved by the Trust's Board of Trustees;
(o) monitor and advise the Trust and its Portfolios with respect
to (i) their regulated investment company status under the
Internal Revenue Code of 1986, as amended (the "Code") and
(ii) compliance with the requirements of Section 817(h) of the
Code;
(p) perform all administrative services and functions of
the Trust and each Portfolio to the extent
administrative services and functions are not provided
to the Trust or such Portfolio pursuant to the
Trust's or such Portfolio's investment advisory
agreement, distribution agreement, custodian
agreement, transfer agent agreement and fund
accounting agreement;
(q) furnish advice and recommendations with respect to other
aspects of the business and affairs of the Portfolios as the
Trust and the Administrator shall determine desirable;
(r) prepare and file with the SEC the semi-annual report for the
Trust on Form N-SAR and all required notices pursuant to Rule
24f-2; and
(s) furnish information pursuant to any Fund Participation
Agreement to which the Trust is a party.
The Administrator shall perform such other services for the Trust that
are mutually agreed
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upon by the parties from time to time. Such services may include performing
internal audit examinations; mailing the annual reports of the Portfolios;
preparing an annual list of Shareholders; and mailing notices of Shareholders'
meetings, proxies and proxy statements, for all of which the Trust will pay the
Administrator's out-of-pocket expenses.
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 provide at
its own expense the items which it is obligated to provide under this Agreement,
and shall pay all compensation, if any, of officers of the Trust as well as all
Trustees of the Trust 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 Trust retained by the Trustees of the
Trust to perform services on behalf of the Trust.
(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organization costs, taxes, expenses for legal and auditing 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 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 Directors who are not
affiliated persons of the Administrator or the investment adviser to the Trust
or any affiliated corporation of the Administrator or the investment adviser,
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisers to the
Trust.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Trust shall pay to the Administrator compensation at an annual
rate specified in Schedule A attached hereto. 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 termination of this Agreement occurs 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.
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(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
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 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, except as may otherwise be
provided under provisions of applicable law which cannot be waived or modified
hereby. (As used in this Article 5, the term "Administrator" shall include
directors, officers, employees and other agents of the Administrator as well as
the Administrator itself.) Further, notwithstanding its agreement hereunder to
conduct reviews of each Portfolio's compliance with the requirements of
Subchapter M and Section 817(h) of the Code, the Administrator shall not bear
any responsibility for any Portfolio's failure to comply with such requirements.
So long as the Administrator acts in good faith and with due
diligence and without negligence or reckless disregard of its obligations and
duties hereunder, the Trust assumes full responsibility and shall indemnify
the Administrator and hold it harmless from and against any and all actions,
suits and claims, whether groundless or otherwise, 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 the
administration services described herein or any other service rendered to the
Trust hereunder. The Administrator agrees to indemnify and hold harmless the
Trust, its employees, agents, Trustees, officers and nominees from and
against any and all actions, suits and claims, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, payments, reasonable counsel fees and disbursements
and other expenses of every nature and character (including reasonable
investigation expenses) arising directly or indirectly out of or in any way
relating to the Administrator's bad faith, willful misfeasance, negligence or
reckless disregard by it of its obligations and duties with respect to the
performance of services under this Agreement. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination of
this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the indemnifying party may be asked to indemnify
or hold the other party harmless, the indemnifying party shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the indemnified party will use all reasonable
care to identify and notify the indemnifying party promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the indemnifying party, but failure to do so
in good faith shall not affect the rights hereunder.
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The indemnifying party 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 indemnifying
party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by the indemnifying party and satisfactory to the
other party, whose approval shall not be unreasonably withheld. In the event
that the indemnifying party elects to assume the defense of any suit and
retain counsel, the indemnified party shall bear the fees and expenses of any
additional counsel retained by it. If the indemnifying party does not elect
to assume the defense of a suit, it will reimburse the indemnified party for
the reasonable fees and expenses of any counsel retained by the other party.
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
instructions 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. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Trust until receipt of written notice thereof from the Trust.
ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Trust 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. It is understood that trustees, officers, employees
and shareholders of the Trust are or may be or become interested in the
Administrator, as partners, officers and employees or otherwise and that
partners, officers and employees of the Administrator and its counsel are or may
be or become similarly interested in the Trust, and that the Administrator may
be or become interested in the Trust as a shareholder or otherwise.
ARTICLE 7. DURATION OF THIS AGREEMENT. The term of this Agreement shall
be as specified in Schedule A hereto.
ARTICLE 8. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
the Administrator may, at its expense and with the written consent of the Trust,
subcontract with any entity or person concerning the provision of the services
contemplated hereunder. The Administrator shall not, however, be relieved of any
of its obligations under this Agreement by the appointment of such subcontractor
and provided further, that the Administrator shall be responsible, to the extent
provided in Article 5 hereof, for all acts of such subcontractor as if such acts
were its own. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and permitted
assigns.
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ARTICLE 9. AMENDMENTS. This Agreement may be amended if such amendment
is specifically approved (i) by the vote of a majority of the Trustees of the
Trust, and (ii) by the vote of a majority of the Trustees of the Trust who are
not parties to this Agreement or interested persons of the Trust.
ARTICLE 10. 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 Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
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 Trust has
agreed to indemnify the Administrator against such liability.
ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings 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 12. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the following address: if to the Administrator, to it at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000; if to the Trust, to it at Xxxxxxxxx
Institutional Equity Management, 0 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxx 00000, Attn:
Xxxxxx X. Xxxxx, Esq., with a copy to X.X. Xxxxxxxxx, Esq., Ropes & Xxxx, Xxx
Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other address
as such party may from time to time specify in writing to the other party
pursuant to this Section.
ARTICLE 13. GOVERNING LAW. This Agreement shall be construed in
accordance with the substantive laws of the State of Ohio and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the State
of Ohio, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 14. 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.
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ARTICLE 15. CONFIDENTIAL INFORMATION. Each party acknowledges that it
may acquire knowledge and information relating to the other party and its
affiliates which is not generally known by others including, but not limited to,
information pertaining to business plans, prior, present or potential
shareholders, employees, customers and/or suppliers, and that all such knowledge
and information acquired or developed is and shall be confidential and
proprietary information (all such confidential and proprietary information is
herein collectively referred to as the "Confidential Information"). Each party
agrees to hold the Confidential Information in strict confidence, to refrain
from directly or indirectly disclosing it to others or using it in any way
except for purposes of performing services hereunder, and to prevent any
unauthorized person access to it either before or after termination of this
Agreement, without the prior written consent of the other party. Both parties
further agree to take all action reasonable and necessary to protect the
confidentiality of the Confidential Information. The parties shall use their
best efforts to have their officers, partners, employees and agents agree to the
terms of this Section. The obligations of the parties contained in this section
shall survive termination of this Agreement. Neither party's confidentiality
obligations under this provision shall apply to such information that (i) was in
the public domain or available to a third party without restrictions at or prior
to the time such information was made known to such party, (ii) had been
independently known to such party at the time of disclosure from persons who
were not subject to similar confidentiality obligations, or (iii) is required to
be disclosed by law (except that each party will use best efforts to give the
other party written notice prior to any such disclosure).
ARTICLE 16. MATTERS RELATING TO THE TRUST AS A MASSACHUSETTS BUSINESS
TRUST. It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the property of
the Trust. The execution and delivery of this Agreement have been authorized by
the Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer 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 property of the Trust as provided in the
Trust's Amended and Restated Agreement and Declaration of Trust, which is on
file with the Secretary of The Commonwealth of Massachusetts.
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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.
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
By:
-----------------------------------
Title:
--------------------------------
BISYS FUND SERVICES OHIO, INC.
By:
-----------------------------------
Title:
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 1, 1998
BETWEEN
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
AND
BISYS FUND SERVICES OHIO, INC.
Portfolios: This Agreement shall apply to all Portfolios of
Xxxx Xxxxxxxxx Variable Insurance Trust, either or
hereafter created (collectively, the "Portfolios").
The current portfolios of the Trust are set forth
below:
Xxxx Xxxxxxxxx VIT Market Neutral Fund
Fees: Pursuant to Article 4, in consideration of
services rendered and expenses assumed pursuant to
this Agreement, the Trust will pay the Administrator
on the first business day of each month, or at such
time(s) as the Administrator shall request and the
parties hereto shall agree, a fee computed daily at
the annual rate of:
Fifteen one-hundredths of one percent (0.15%) of the
Trust's average daily net assets
The fee for the period from the day of the month this
Agreement is entered into until the end of that month shall be
prorated according to the proportion which 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 purposes of determining the fees payable to the
Administrator, the value of the net assets of a particular
Portfolio shall be computed in the manner described in the
Trust's Amended and Restated Agreement and Declaration of
Trust or in the Prospectus or Statement of Additional
Information respecting that Portfolio as from time to time in
effect for the computation of the value of such net assets in
connection with the determination of the liquidating value of
the shares of such Portfolio.
The parties hereby confirm that the fees payable hereunder
shall be applied to each Portfolio as a whole, and not to
separate classes of shares within the Portfolios.
A-1
Term: The initial term of this Agreement (the "Initial
Term") shall be for a period commencing on the date
first written above and ending on October 1, 1999.
This Agreement shall be renewed automatically for
successive periods of one year after the Initial
Term, unless written notice of nonrenewal is provided
by either party not less than 60 days prior to the
end of the then-current term. After the Initial
Term, (i) the Trust may terminate this Agreement at
any time, without the payment of any penalty, by a
vote of a majority of the Trust's outstanding voting
securities (as defined in the 0000 Xxx) or by a vote
of a majority of the Trustees of the Trust on 60
days' written notice to the Administrator and (ii) the
Administrator may terminate this Agreement at any
time, without penalty, on 60 days' written notice to
the Trust. In the event of a material breach of this
Agreement by either party, the non-breaching party
shall notify the breaching party in writing of such
breach and upon receipt of such notice, the breaching
party shall have 45 days to remedy the breach. In the
event the breach is not remedied within such time
period, the nonbreaching party may immediately
terminate this Agreement.
Notwithstanding the foregoing, after such termination for so
long as the Administrator, with the written consent of the
Trust, in fact continues to perform any one or more of the
services contemplated by this Agreement or any schedule or
exhibit hereto, the provisions of this Agreement, including
without limitation the provisions dealing with
indemnification, shall continue in full force and effect.
Compensation due the Administrator and unpaid by the Trust
upon such termination shall be immediately due and payable
upon and notwithstanding such termination. The Administrator
shall be entitled to collect from the Trust, in addition to
the compensation described in this Schedule A, the amount of
all of the Administrator's reasonable cash disbursements for
services in connection with the Administrator's activities in
effecting such termination, including without limitation, the
delivery to the Trust and/or its designees of the Trust's
property, records, instruments and documents, or any copies
thereof. Subsequent to such termination, for a reasonable fee,
the Administrator will provide the Trust with reasonable
access to any Trust documents or records remaining in its
possession.
If, for any reason other than a material breach of this
Agreement or termination of this Agreement by the Trust after
the Initial Term, the Administrator is replaced as fund
manager and administrator, or if a third party is added to
perform all or a part of the services provided by the
Administrator under this Agreement (excluding any
sub-administrator appointed by the Administrator as provided
in Article 8 hereof), then the Trust shall make a one-time
cash payment, as liquidated damages, to the Administrator
equal to the balance due the Administrator for the remainder
of the term of this Agreement, assuming for purposes of
calculation of the payment that the asset level of the Trust
on the date the Administrator is replaced, or a third party is
added, will remain constant for the balance of the contract
term.
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In the event the Trust is merged into another legal entity in
part or in whole pursuant to any form of business organization
or is liquidated in part or in whole prior to the expiration
of the Initial Term of this Agreement, the parties acknowledge
and agree that (i) the liquidated damages provision set forth
above shall be applicable in those instances in which the
Administrator is not retained to provide administration
services and (ii) for purposes of calculating the payment
amount representing liquidated damages, the appropriate asset
level of the Trust shall be the greater of: (i) the asset
level calculated for the Trust at the time the Trust's Board
of Trustees receives notification of an intention on the part
of Fund management to effect such a business reorganization or
liquidation; (ii) the asset level calculated for the Trust at
the time the Trust's Board of Trustees formally approves such
a business reorganization or liquidation; or (iii) the asset
level calculated for the Trust on the day prior to the first
day during which assets are transferred by the Trust pursuant
to the plan of reorganization or liquidation. The one-time
cash payment referenced above shall be due and payable on the
day prior to the first day during which assets are transferred
pursuant to the plan of reorganization or liquidation.
The parties further acknowledge and agree that, in the event
the Administrator ceases to be retained, as set forth above,
(i) a determination of actual damages incurred by the
Administrator would be extremely difficult, and (ii) the
liquidated damages provision contained herein is intended to
adequately compensate the Administrator for damages incurred
and is not intended to constitute any form of penalty.
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