Exhibit(h)(4)
SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the 1st day of July, 2002 by and between
BISYS FUND SERVICES Ohio, Inc. ("BISYS"), a limited partnership organized under
the laws of the State of Ohio and having its principal office at 0000 Xxxxxxx
Xxxx, Xxxxxxxx, Xxxx, and Signal Capital Management (the "Service Company"), a
registered investment advisor organized under the laws of [the United States].
WHEREAS, BISYS has entered into an Administration Agreement dated July
1st, 2002 (the "Administration Agreement"), with THE COVENTRY GROUP (the
"Trust"), a Massachusetts business trust having its principal place of business
at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 that is registered with the
Securities and Exchange Commission (the "Commission") as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), concerning the provision of various administration services for the
Signal Series of the Trust (individually referred to herein as a "Fund" and
collectively as the "Funds");
WHEREAS, BISYS desires to retain the Service Company to assist it in
performing certain administration services for the Trust and the Funds; and
WHEREAS, the Service Company is willing to perform such services, and
BISYS is willing to retain the Service Company, on the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
hereinafter contained, BISYS and the Service Company agree as follows:
1. RETENTION OF THE SERVICE COMPANY.
BISYS hereby appoints the Service Company, subject to the
supervision, direction and control of the Trust's Board of Trustees, to furnish
the Trust and its Funds with the services described in Schedule A hereto (the
"Services").
2. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE SERVICE COMPANY. The Service Company shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
the Services. The Service Company shall also provide 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 Service Company or any affiliated company of the
Service Company.
(B) BISYS. BISYS acknowledges that it will continue to perform all
services required to be performed by it as the Administrator under the
Administration Agreement, except those services as are required to be performed
by the Service Company hereunder, including the Services. The parties agree and
acknowledge that pursuant to the Administration Agreement, the Trust has
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undertaken to pay or cause to be paid all other expenses of the Trust not
otherwise allocated to BISYS as the Administrator under the Administration
Agreement, 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 Trustees who are not affiliated persons of BISYS or
the investment adviser to the Trust or any affiliated corporation of BISYS or
such investment adviser, insurance, interest, brokerage costs, litigation and
other extraordinary or nonrecurring expenses, and all fees and charges of
investment advisers to the Trust.
3. COMPENSATION OF THE SERVICE COMPANY.
BISYS shall pay the Service Company, for the services to be
provided by the Service Company under this Agreement, a fee at the annual rate
of 0.05% (5 basis points) of the average daily net asset value of the variable
funds, and 0.10% (10 basis points) of the average daily net asset value of the
money market funds.
4. LIMITATION OF LIABILITY OF THE SERVICE COMPANY AND BISYS.
The duties of the Service Company shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be
asserted against it hereunder. The Service Company 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. Any officer, director, employee or agent of
the Service Company who is or who becomes an officer, Trustee, employee or agent
of the Trust shall be deemed, when engaged in rendering the Services hereunder
in such capacity, to be rendering services directly to or for the Trust, and
shall not be deemed to be acting as an officer, director, employee or agent or
one under the control or direction of BISYS.
So long as the Service Company acts in good faith and with due
diligence and without negligence, BISYS shall indemnify Service Company 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 Service Company's actions taken or nonactions with
respect to the performance of services hereunder; provided, however, that
BISYS's obligation under the foregoing indemnity and hold harmless shall apply
only to the extent that BISYS is in fact fully indemnified and held harmless by
the Trust under the Administration Agreement for any and all losses, damages,
costs, charges, reasonable counsel fees and disbursements, payments, expenses
and liabilities (including reasonable
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investigation expenses) incurred by BISYS (including, without limitation, any
indemnification amounts payable to the Service Company), and any payments of
indemnity shall be due only if, as and when such amounts payable to the Service
Company by BISYS under this paragraph are in fact received by BISYS from the
Trust.
The Service Company shall indemnify BISYS 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 Service Company's appointment as sub-administrator, and any actions taken
by or omissions of the Service Company hereunder involving its negligence,
willful misfeasance or reckless disregard of its obligations under this
Agreement.
5. ACTIVITIES OF THE SERVICE COMPANY.
The services of Service Company to be rendered hereunder are
not to be deemed to be exclusive. The Service Company 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 Service Company, as officers, employees or otherwise
and that directors, officers and employees of the Service Company and its
counsel are or may be or become similarly interested in the Trust, and that the
Service Company may be or become interested in the Trust as a shareholder or
otherwise.
6. DURATION OF THIS AGREEMENT.
This Agreement shall become effective upon the date first upon
written, and shall continue in effect during the term of the Administration
Agreement, including any renewals thereof. This Agreement shall terminate
automatically upon the termination of the Administration Agreement. The Service
Company expressly agrees and acknowledges that the exercise by BISYS of any
rights it may have under the Administration Agreement, including, in particular,
any rights BISYS may have from time to time to terminate the Administration
Agreement, shall not be restricted or limited in any manner by this Agreement
and shall not give rise to any claim by the Service Company hereunder.
In addition to the foregoing, this Agreement may be terminated
for "cause." For these purposes, "cause" shall mean (a) 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; (b) a final, unappealable
judicial, regulatory or administrative ruling or order in which the party to be
terminated has been found guilty of criminal or unethical behavior in the
conduct of its business; (c) 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 11, of any
jurisdiction relating to
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the liquidation or reorganization of debtors or to the modification or
alteration of the rights of creditors; or (d) any failure on the part of the
Trust to pay an amount that is due and payable to BISYS or any of its affiliates
under any agreement governing services BISYS or its affiliates render to the
Funds within sixty (60) days following the due date.
7. ASSIGNMENT.
This Agreement shall not be assignable by either party without
the written consent of the other party. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.
8. AMENDMENTS.
No provision of this Agreement may be changed, waived,
discharged or terminated, except by an instrument in writing signed by the
parties hereto.
9. CERTAIN RECORDS.
The Service Company 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
Investment Company Act of 1940, as amended (the "1940 Act") which are prepared
or maintained by the Service Company shall be the property of the Trust and will
be made available to or surrendered promptly to BISYS upon its request or to the
Trust upon its request.
In case of any request or demand for the inspection of such
records by another party, the Service Company shall notify BISYS and follow
BISYS's instructions as to permitting or refusing such inspection; provided that
the Service Company may exhibit such records to any person in any case where it
is advised by counsel to the Trust that the Trust may be held liable for failure
of the Service Company to do so, or the Service Company could be held in
contempt for failure to do so.
10. 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 Commission.
11. 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 BISYS, at 0000 Xxxxxxx Xxxx,
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Xxxxxxxx, Xxxx 00000, ATTENTION: XXXXXXX X. XXXXX facsimile number (614)
470-8715; and if to the Service Company, Signal Capital Management Inc., 000 X.
Xxxx Xxxxxx, #000, Xxxx Xxxxx, XX 00000-0000, ATTENTION: XX. XXXX XXXXXXXX,
President, or at such other address as such party may from time to time specify
in writing to the other party pursuant to this Section.
12. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws
of the State of Ohio, subject to any applicable provisions of the 1940 Act.
13. 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.
14. CONFIDENTIALITY/ PRIVACY.
The Service Company agrees on behalf of itself and its
employees to treat confidentially and as the proprietary information of the
Trust, all records and other information relative to the Trust and prior,
present or potential shareholders, and not to use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except, after prior notification to and approval in writing by BISYS
or the Trust, which approval shall not be unreasonably withheld.
The Service Company acknowledges that nonpublic personal
financial information relating to consumers or customers of the Trust provided
by, or at the direction of the Trust to BISYS, or collected or retained by BISYS
to perform its duties as administrator of the Funds shall be considered
confidential information. Service Company shall not give, sell or in any way
transfer such confidential information to any person or entity, except at the
direction of BISYS or as required or permitted by law. Service Company shall
have in place and maintain physical, electronic and procedural safeguards
reasonably designed to protect the security, confidentiality and integrity of,
and to prevent unauthorized access to or use of records and information relating
to consumers or customers of the Trust. The Service Company acknowledges and
agrees to comply with the Trust's Statement of its privacy policies and
practices as required by Securities and Exchange Commission Regulation S-P.
* * * * *
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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.
BISYS FUND SERVICES OHIO, INC.
BY: BISYS FUND SERVICES OHIO, INC., ITS
GENERAL PARTNER
By:
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Title:
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SIGNAL CAPITAL MANAGEMENT, INC.
By:
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Title:
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SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
OLD NATIONAL FINANCIAL SERVICES NETWORK
SERVICES
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SERVICES AS SUB-ADMINISTRATOR. As provided herein, the
Sub-Administrator will perform the following duties:
1. assist the Administrator in the supervision of all aspects of the
operations of the Funds except those performed by the distributor for the
Funds under its Distribution Agreement, the transfer agent for the Funds
under its Transfer Agency Agreement and the fund accountant under its Fund
Accounting Agreement;
2. assist the Administrator in the preparation of compliance filings pursuant
to state securities laws with the advice of the Trust's counsel and
coordinate with the transfer agent to monitor the sale of the Funds'
shares;
3. furnish statistical and research data;
4. assist the Administrator to the extent requested by the Administrator in
the preparation, mailing, and filing of the Trust's Annual and Semi-Annual
Reports to Shareholders and its Registration Statements;
5. assist the Administrator in the preparation of Proxy Statements and related
documents with the advice of Trust's counsel and coordinate the
distribution of such documents; and
6. provide Trustee Board meeting support, including the preparation of
documents related thereto.
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