Exhibit h(14)
COMPLIANCE SUPPORT SERVICES AGREEMENT
THIS AGREEMENT is made as of _____________, 2006 by and between BB&T FUNDS,
a Massachusetts business trust (the "Trust") and PFPC INC., a Massachusetts
corporation ("PFPC").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust wishes to retain PFPC to provide the compliance support
services set forth on Exhibit A attached hereto and made a part hereof and as
such Exhibit A may be amended from time to time and PFPC wishes to furnish such
services;
NOW, THEREFORE in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby the parties hereto
agree as follows:
1. DEFINITIONS. As used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Trust and any other
person duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust. An
Authorized Person's scope of Authority may be limited by setting forth
such limitation in a written document signed by both parties hereto.
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(e) "Fund" means any series of the Trust.
(e) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person. PFPC may, in its sole discretion in each
separate instance, consider and rely upon instructions it receives
from an Authorized Person via electronic mail as Oral Instructions.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934 Act and the 1940 Act.
(h) "Shares" mean the shares of beneficial interest of any series or class
of the Trust.
(i) "Written Instructions" mean (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system access to which requires use of a
password or other authorized identifier. The instructions may be
delivered electronically (with respect to sub-item (ii) above) or by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. As of the date first set forth above, the Trust hereby
appoints PFPC to provide compliance support services to each of the Funds
identified as "2006 Converted Funds" on Exhibit B in accordance with the
terms set forth in this Agreement. Effective as of __________, 2007 (or
such other date as the parties may mutually agree in writing(the "2007
Effective Date")), the Trust hereby appoints PFPC to provide compliance
support services to each of the Funds identified as "2007 Converted Funds"
on Exhibit B in accordance with the terms set forth in this Agreement. PFPC
accepts such appointment and
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agrees to furnish such services. For clarification, PFPC has no, nor shall
it deemed to have any, responsibility under this Agreement with respect to
the Funds identified as 2007 Converted Funds until the 2007 Effective Date.
3. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. PFPC undertakes to comply
with all applicable laws, rules and regulations, including, without
limitation, applicable requirements of the Securities Laws, and all
applicable rules and regulations promulgated by the SEC thereunder. Except
as specifically set forth herein, PFPC assumes no responsibility for such
compliance by the Trust or any other entity.
4. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written
Instruction it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to
this Agreement. PFPC may assume that any Oral Instructions or Written
Instruction received hereunder is not in any way inconsistent with the
provisions of organizational documents or of any vote, resolution or
proceeding of the Trust's Board of Trustees or of the Trust's
shareholders, unless and until PFPC receives Written Instructions to
the contrary.
(c) The Trust agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are not
received by PFPC or differ from the Oral
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Instructions shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral Instructions
or PFPC's ability to rely upon such Oral Instructions.
5. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Trust. If PFPC is in doubt as to any action it should or
should not take, PFPC may request Written Instructions from the Trust.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
pertaining to any action it should or should not take with respect to
the Trust, PFPC may (i) upon prior written notice to and after
receiving written approval from, the Trust, request advice from the
Trust's counsel ("Trust Counsel") at the Trust's expense; or (ii) upon
prior notice to the Trust, request advice from PFPC's counsel ("PFPC
Counsel") at PFPC's own expense.
(c) Conflicting Advice. In the event of a conflict between directions or
advice or Oral Instructions or Written Instructions PFPC receives from
the Trust and the advice PFPC receives from Trust Counsel, PFPC may,
in good faith, rely upon and follow the advice of such Trust Counsel,
provided that reasonable prior written notice has been given to the
Trust. In the event of a conflict between directions or advice or Oral
Instructions or Written Instructions PFPC receives from the Trust and
the advice PFPC receives from PFPC Counsel, PFPC shall notify the
Trust in writing regarding such conflict. The Trust shall, within a
reasonable period of time after receipt of such notice, notify PFPC in
writing of its agreement or disagreement to any actions or any
omissions to act PFPC proposes to take pursuant to PFPC
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Counsel's advice. If the Trust (i) does not respond to PFPC within a
reasonable time; or (ii) responds with agreement to PFPC's proposed
actions or omissions PFPC proposes to take pursuant to PFPC Counsel's
advice; then PFPC may, in good faith, rely upon and follow the advice
of PFPC Counsel. However, in the event where the Trust has timely
notified PFPC in writing of its disagreement with PFPC's proposed
actions or omissions, PFPC and the Trust shall consult with each other
in good faith to reach agreement on the actions or omissions that are
the subject of the Trust's objection. If, after such consultations,
PFPC and the Trust are unable to agree on the actions or omissions in
question, PFPC and the Trust shall consult independent counsel
reasonably acceptable to both parties ("Independent Counsel"), the
expense of such Independent Counsel to be split 50/50 between PFPC and
the Trust, and PFPC may, after such advice is delivered to PFPC and
the Trust, follow and rely upon the advice of such Independent
Counsel.
(d) Protection of PFPC. PFPC shall be indemnified by the Trust and without
liability for any action PFPC takes or does not take in reliance upon
directions or advice or Oral Instructions or Written Instructions PFPC
receives from or on behalf of the Trust or from Trust Counsel or, if
PFPC follows and acts in accordance with the provisions of paragraph
(c) hereof, PFPC Counsel or Independent Counsel, as applicable;
provided PFPC believes, in good faith, that such action or inaction is
consistent with those directions or advice and Oral Instructions or
Written Instructions. Nothing in this section shall be construed so as
to impose an obligation upon PFPC (i) to seek such directions or
advice or Oral Instructions or Written Instructions, or (ii) to act in
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accordance with such directions or advice or Oral Instructions or
Written Instructions.
6. RECORDS; VISITS. The books and records pertaining to the Trust and the
Funds which are in the possession or under the control of PFPC shall be the
property of the Trust. The Trust and Authorized Persons, shall have access
to such books and records at all times during PFPC's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and
records shall be provided by PFPC to the Trust or to an Authorized Person
at the Trust's expense.
7. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about investments, investment
strategies, investment research, research and portfolio management
methodologies, product plans, marketing strategies, finances, operations,
customer relationships, customer profiles (including nonpublic financial
and other information relating to customers), customer lists, sales
estimates, business plans, and internal performance results relating to the
past, present or future business activities of the Trust or PFPC or their
respective subsidiaries and affiliated companies; (b) any scientific or
technical information, design, process, procedure, formula, or improvement
that is commercially valuable and secret in the sense that its
confidentiality affords the Trust or PFPC a competitive advantage over its
competitors; (c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how,
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and trade secrets, whether or not patentable or copyrightable, of the Trust
or PFPC; and (d) anything designated as confidential, by the Trust or PFPC.
Notwithstanding the foregoing, information shall not be Confidential
Information and shall not be subject to such confidentiality obligations if
it: (1) is already known to the receiving party at the time it is obtained;
(2) is or becomes publicly known or available through no wrongful act of
the receiving party; (3) is rightfully received from a third party who, to
the best of the receiving party's knowledge, is not under a duty of
confidentiality; or (4) is released by the protected party to a third party
without restriction.
Confidential Information may be disclosed by the receiving party (the party
that received the Confidential Information from the protected party) where
the Confidential Information: (1) is required to be disclosed by the
receiving party pursuant to a court order, subpoena, governmental or
regulatory agency request or order made pursuant to applicable law,
provided that the receiving party has provided the protected party prior
written notice of the same, to the extent such notice is not prohibited by
law; or (2) is reasonably relevant to the defense of any claim or cause of
action asserted against the receiving party provided that the receiving
party has provided the protected party prior written notice of the same, to
the extent such notice is not prohibited by law; (3) is Trust information
provided by PFPC in connection with an independent third party compliance
or other review; provided that the recipient is bound by a duty of
confidentiality; or (4) release of such information by PFPC is necessary in
connection with the provision of services under this Agreement, provided
that the recipient is bound by a duty of confidentiality. The provisions of
this Section 7 shall survive termination of this Agreement for a period of
three (3) years after such termination.
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8. LIAISON WITH ACCOUNTANTS. [Intentionally Omitted].
9. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by PFPC in connection with
the services provided by PFPC to the Trust. Notwithstanding the foregoing,
the parties acknowledge that the Trust shall retain all ownership rights in
Trust data which resides on PFPC System.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Trust, take reasonable steps to
minimize service interruptions. PFPC shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure
provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties or obligations under this Agreement.
11. COMPENSATION. As compensation for services rendered by PFPC during the term
of this Agreement, the Trust, on behalf of each Fund, will pay to PFPC a
fee or fees as may be agreed to in writing by the Trust and PFPC. In
addition, the Trust agrees to pay, and will be billed separately in arrears
for, reasonable expenses incurred by PFPC in the performance of its duties
hereunder.
12. INDEMNIFICATION.
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(a) The Trust agrees to indemnify and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, attorneys' fees and
disbursements and liabilities arising under the Securities Laws and
any state and foreign securities and blue sky laws) ("Losses") arising
directly or indirectly from any appropriate and reasonable action or
omission to act which PFPC takes in connection with the provision of
services to the Trust. Neither PFPC, nor any of its affiliates, shall
be indemnified against any liability (or any expenses incident to such
liability) caused by PFPC's or its affiliates' material and uncured
breach of any term of this Agreement or PFPC's or its affiliates'
willful misfeasance, bad faith, gross negligence or reckless disregard
in the performance of PFPC's activities under this Agreement. Any
amounts payable by the Trust hereunder shall be satisfied only against
the relevant Fund's assets and not against the assets of any other
investment portfolio of the Trust.
(b) PFPC agrees to indemnify and hold harmless the Trust and its
affiliates from all Losses arising from PFPC's or its affiliates'
material and uncured breach of any term of this Agreement or PFPC's or
its affiliates' willful misconduct, bad faith, gross negligence or
reckless disregard in the performance of PFPC's activities under this
Agreement.
(c) In any case in which one party hereto (the "Indemnifying Party") may
be asked to indemnify or hold the other party hereto (the "Indemnified
Party") harmless, the Indemnified Party will notify the Indemnifying
Party promptly after identifying any situation which it believes
presents or appears likely to present a claim for
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indemnification (an "Indemnification Claim") against the Indemnifying
Party, although the failure to do so shall not prevent recovery by the
Indemnified Party (except to the extent the Indemnifying Party shows
that the delay prejudiced the defense of the action), and shall keep
the Indemnifying Party advised with respect to all developments
concerning such situation. The Indemnifying Party may participate in
the defense of against, and shall have the option to defend the
Indemnified Party against, any Indemnification Claim which may be the
subject of this indemnification, and, in the event that the
Indemnifying Party so elects to assume the defense, such defense shall
be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying
Party shall take over complete defense of the Indemnification Claim
and the Indemnified Party shall sustain no further legal or other
expenses in respect of such Indemnification Claim (except for
reasonable investigation costs). In the event that the Indemnifying
Party does not elect to assume the defense of any such suit within 15
days of its receipt of notice of the Indemnification Claim, or in case
the Indemnified Party reasonably does not approve of counsel chosen by
the Indemnifying Party, or in case there is a conflict of interest
between the Indemnifying Party or the Indemnified Party, the
Indemnifying Party will reimburse the Indemnified Party for the fees
and expenses of any counsel retained by the Indemnified Party. The
Indemnified Party will not confess any Indemnification Claim or make
any compromise in any case in which the Indemnifying Party will be
asked to provide indemnification, except with the Indemnifying Party's
prior written consent (which shall not be unreasonably
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withheld, delayed or conditioned); provided that if the Indemnifying
Party fails to participate in or assume the defense within 15 days
after receiving notice of the action, the Indemnifying Party is bound
by any determination made in the action or by any compromise or
settlement made by the other party.
(d) The provisions of this Section 12 shall survive termination of this
Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf of
the Trust except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Trust in a written amendment
hereto. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in
performing services provided for under this Agreement. PFPC shall be
liable only for any damages arising out of PFPC's failure to perform
its duties under this Agreement to the extent such damages arise out
of PFPC' material and uncured breach of this Agreement, willful
misfeasance, bad faith, gross negligence or reckless disregard of such
duties.
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC
shall not be liable for losses, delays, failure, errors, interruption
or loss of data occurring directly or indirectly by reason of
circumstances beyond its reasonable control, including without
limitation acts of God; action or inaction of civil or military
authority; public enemy; war; terrorism; riot; fire; flood; sabotage;
epidemics; labor disputes; civil commotion; interruption, loss or
malfunction of utilities, transportation, computer or communications
capabilities; insurrection; elements of nature; or non-performance
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by a third party (unless such third party was engaged by PFPC);
provided that PFPC has adopted and implemented a commercially
reasonable Disaster Recovery Plan; and (ii) PFPC shall not be under
any duty or obligation to inquire into and shall not be liable for the
validity or invalidity, authority or lack thereof, or truthfulness or
accuracy or lack thereof, of any instruction, direction, notice,
instrument or other information which PFPC reasonably believes to be
genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable for any consequential, special
or indirect losses or damages, whether or not the likelihood of such
losses or damages was known by PFPC or its affiliates.
(d) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
(e) Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability either for (i) any error or omission of any of its
predecessors as servicer on behalf of the Trust or (ii) for any
failure to discover any such error or omission, provided that, once
PFPC has performed the services under this Agreement and in the
ordinary course of performing the services should reasonably have
discovered such an error or omission, PFPC will no longer be protected
under this Section 13(e)(ii) for damages caused by such failure.
(f) The provisions of this Section 13 shall survive termination of this
Agreement.
14. DESCRIPTION OF SERVICES. PFPC will perform the compliance support services
set forth on Exhibit A to this Agreement. Compliance support services are
administrative in
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nature and are not, nor shall they be, construed as, legal advice to or the
provision of legal services for or on behalf of the Trust or any other
person. Compliance support services performed by PFPC will be at the
request and direction of the Trust and its Chief Compliance Officer
("CCO"). PFPC disclaims liability to the Trust, and the Trust is solely
responsible, for the selection, qualifications and performance of the
Trust's CCO and the adequacy and effectiveness of the Trust's compliance
program and infrastructure.
15. DURATION AND TERMINATION.
(a) This Agreement shall be effective (a) on the date first written above
with respect to the 2006 Converted Funds and (b) on the 2007 Effective
Date with respect to the 2007 Converted Funds. Unless terminated
pursuant to its terms, this Agreement shall continue for a period of
three (3) years from the 2007 Effective Date (the "Initial Term").
(b) Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of one (1) year ("Renewal
Terms") each, unless the Trust or PFPC provides written notice to the
other party of its intent not to renew or unless otherwise terminated
as provided herein. Such notice must be received not less than sixty
(60) days prior to the expiration of the Initial Term or the then
current Renewal Term.
(c) In the event of termination, all reasonable expenses associated with
movement of records and materials and conversion thereof to a
successor compliance support service provider will be borne by the
Trust and paid to PFPC prior to any such conversion.
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(d) This Agreement may be terminated (i) by mutual agreement of the
parties or (ii) for "cause" upon the provision of sixty (60) days
advance written notice by the party alleging cause. For purposes of
this Agreement, "cause" shall mean (i) a material breach of this
Agreement that has not been remedied for thirty (30) days following
written notice of such breach from the non-breaching party; (ii) a
final finding or determination of fault or culpability the party not
alleging cause (the "Affected Party") or its affiliates following
formal proceedings against said Affected Party or its affiliates by
the SEC, NASD, or any federal or state regulatory body, which finding
or determination, relates to or affects PFPC's or the Trust's
obligations under this Agreement, if the party seeking termination
reasonably determines that such finding or determination, or the facts
on which such finding or determination are based (A) has a material
likelihood of preventing or materially and adversely impacting PFPC's
or the Trust's performance of, or ability to perform, its obligations
under this Agreement or (B) relates to or involves criminal or
unethical behavior in the conduct of the Affected Party's conduct of
services to be provided by this Agreement; (iii) a final, unappealable
judicial, regulatory or administrative ruling or order in which the
party to be terminated has been found guilty or criminal or unethical
behavior in the conduct of its business; or (iv) financial
difficulties on the part of the party to be terminated which are
evidenced by the authorization or commencement of, or involvement by
way of pleading, answer, consent or acquiescence in, a voluntary or
involuntary case under Title 11 of the United States Code, as from
time to time is in effect, or any applicable law, other than said
Title
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11, of any jurisdiction relating to the liquidation or reorganization
of debtors or to the modification or alteration of the rights of
creditors. PFPC shall not terminate this Agreement pursuant to clause
(i) above based solely on the Trust's failure to pay an amount to PFPC
which is the subject of a bond fide good faith dispute, if (A) the
Trust is attempting in good faith to resolve such dispute with as much
expediency as may be possible under the circumstances, and (B) the
Trust continues to perform its obligations hereunder in all other
material respects (including paying all fees and expenses not subject
to such a dispute hereunder); and (C) promptly upon resolution of such
a dispute, the Trust promptly pays PFPC the amount mutually agreed was
due PFPC, if any.
(e) Notwithstanding anything contained in this Agreement to the contrary,
should a merger, acquisition, change in control, re-structuring,
re-organization result in the Trust's desire to cease to use PFPC as
the provider of the services set forth hereunder in favor of another
service provider prior to the expiration of the then current Initial
or Renewal Term, PFPC shall make a good faith effort to facilitate a
conversion of services to the Trust's successor service provider,
however, there can be no guarantee that PFPC will be able to
facilitate such a conversion of services on the conversion date
requested by the Trust. In connection with the foregoing and prior to
such conversion to the successor service provider, the payment of all
fees to PFPC as set forth herein shall be accelerated to a date prior
to the conversion or termination of services and calculated as if the
services had remained with PFPC until the expiration of the then
current Initial or Renewal Term and calculated at the asset
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and/or Shareholder account levels, as the case may be, on the date
notice of termination was given to PFPC.
(f) Notwithstanding anything contained in this Agreement to the contrary,
this Agreement will terminate automatically as of the date the
Sub-Administration Services Agreement, by and between PFPC and BB&T
Asset Management, Inc. dated as of _____________, 200_, is
terminated in accordance with its terms.
16. NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President (or such other
address as PFPC may inform the Trust in writing); (b) if to the Trust, at
000 Xxxxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx, XX 00000, Attention:
President (or such other address as the Trust may inform PFPC in writing)or
(c) if to neither of the foregoing, at such other address as shall have
been given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been
given immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed. If notice is
sent by messenger, it shall be deemed to have been given on the day it is
delivered.
17. AMENDMENTS. No amendment to this agreement will be valid unless made in
writing and executed by both parties hereto.
18. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its duties
hereunder to any majority-owned direct or indirect subsidiary of PFPC or of
The PNC Financial Services Group, Inc., provided that PFPC gives the Trust
thirty (30) days' prior written notice of such assignment or delegation.
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19. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
21. MISCELLANEOUS.
(a) Notwithstanding anything in this Agreement to the contrary, the Trust
agrees not to make any modifications to its registration statement or
adopt any policies which would affect materially the obligations or
responsibilities of PFPC hereunder without the prior written approval
of PFPC, which approval shall not be unreasonably withheld or delayed.
(b) During the term of this Agreement and for one year thereafter, the
Trust shall not knowingly solicit or recruit for employment or hire
any of PFPC's employees. To "knowingly" solicit, recruit or hire
within the meaning of this provision does not include, and therefore
does not prohibit, solicitation, recruitment or hiring of a PFPC
employee by the Trust if PFPC employee was identified by such entity
solely as a result of PFPC employee's response to a general
advertisement by such entity in a publication of trade or industry
interest or other similar general solicitation by such entity.
(c) Except as expressly provided in this Agreement, PFPC hereby disclaims
all representations and warranties, express or implied, made to the
Fund or any other person, including, without limitation, any
warranties regarding quality, suitability,
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merchantability, fitness for a particular purpose or otherwise
(irrespective of any course of dealing, custom or usage of trade), of
any services or any goods provided incidental to services provided
under this Agreement. PFPC disclaims any warranty of title or
non-infringement except as otherwise set forth in this Agreement.
(d) This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may
embody in one or more separate documents their agreement, if any, with
respect to delegated duties. The captions in this Agreement are
included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their
construction or effect. Notwithstanding any provision hereof, the
services of PFPC are not, nor shall they be, construed as constituting
legal advice or the provision of legal services for or on behalf of
the Trust or any other person.
(e) This Agreement shall be deemed to be a contract made in Massachusetts
and governed by Massachusetts law, without regard to principles of
conflicts of law.
(f) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(g) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such party.
(h) To help the U.S. government fight the funding of terrorism and money
laundering
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activities, U.S. Federal law requires each financial institution to
obtain, verify, and record certain information that identifies each
person who initially opens an account with that financial institution
on or after October 1, 2003. Certain of PFPC's affiliates are
financial institutions, and PFPC may, as a matter of policy, request
(or may have already requested) the Trust's name, address and taxpayer
identification number or other government-issued identification
number, and, if such party is a natural person, that party's date of
birth. PFPC may also ask (and may have already asked) for additional
identifying information, and PFPC may take steps (and may have already
taken steps) to verify the authenticity and accuracy of these data
elements.
(i) PFPC, or an affiliate of PFPC, shall maintain for PFPC a fidelity bond
covering larceny and embezzlement and an insurance policy with respect
to directors and officers and errors and omissions coverage of not
less than $25 million. Upon the request of the Trust, PFPC shall
provide evidence that coverage is in place. PFPC shall notify the
Trust should the insurance coverage with respect to professional
liability errors and omissions and fidelity bond coverage be canceled.
PFPC shall notify the Trust of any material claims against it with
respect to service performed under this Agreement.
(j) The parties expressly agree 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 trust property of the Trust. The execution and
delivery of this Agreement have been authorized by the Trustees,
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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 them personally, but shall bind only the trust
property of the Trust as provided in the Trust's Declaration of Trust.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
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Name:
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Title:
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BB&T Funds
By:
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Name:
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Title:
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EXHIBIT A
COMPLIANCE SUPPORT SERVICES
DESCRIPTION FREQUENCY
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Provision of compliance policies and Annually, with interim updates on an
procedures for each applicable PFPC line as-needed basis.
of business, summary procedures thereof,
and a certification letter attesting to
compliance with such policies and
procedures.
Assistance in drafting/updating the First year service; annual update
Trust's compliance policies and thereafter.
procedures.
Loading of the Trust's and its service Initial set up and first year
providers' policies and procedures, maintenance per registrant; annual
summaries of those policies and service thereafter.
procedures and related documents onto
PFPC's Compliance Fund Library, a secure
web-based program featuring search
capabilities and 24/7 access by the
Trust's management and board members.
Assistance in preparing CCO's annual Annual service
written report to the board regarding
operation of the Trust's policies and
procedures and those of its service
providers.
Presentation of various aspects of the Per quarterly meeting
compliance policies and procedures of
PFPC's lines of business to the Trust's
board and responses to related
questions.
Assistance in training portfolio Annually; includes two full-day
managers and other advisory personnel on sessions.
Rule 38a-1 and other
regulatory/compliance issues.
Preparation of PFPC's quarterly "report Quarterly
card," offering a self-assessment of
PFPC's adherence to its own compliance
policies and procedures as the Trust's
service provider. Other forms of
customized reporting (e.g., statistical
reporting on such matters as NAV
accuracy) are also available.
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EXHIBIT B
THIS EXHIBIT A, dated as of ______________, 2006, is Exhibit A to that
certain Compliance Support Services Agreement dated as of ______________, 2006,
between PFPC Inc. and BB&T Funds.
FUNDS
2006 Converted Funds
2007 Converted Funds
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