1
EXHIBIT 9(b)
FUND ACCOUNTING AND TRANSFER AGENCY AGREEMENT
AGREEMENT made this 1st day of July, 1996, between THE PARKSTONE
ADVANTAGE FUND (the "Trust"), a Massachusetts business trust, and BISYS FUND
SERVICES, Inc., a Delaware corporation.
WHEREAS, the Trust desires that BISYS perform certain fund accounting
and transfer agency services for each investment portfolio of the Trust
identified on Schedule A hereto, as such Schedule shall be amended from time to
time (individually referred to herein as a "Fund" and collectively as the
"Funds"); and
WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. RECORD MAINTENANCE. BISYS will keep and maintain the following books
and records of each Fund pursuant to Rule 31a-1 under the Investment Company Act
of 1940 (the "Rule"):
(a) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of cash and
all other debits and credits, as required by subsection (b)(1) of the Rule;
(b) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including interest accrued and
interest received, as required by subsection (b)(2)(i) of the Rule;
(c) Separate ledger accounts required by subsections (b)(2)(iii)
and (iv) of the Rule;
(d) A monthly trial balance of all ledger accounts as required by
subsection (b)(8) of the Rule; and
(e) All shareholder records for each of the Trust's shareholder
accounts as described on Schedule B hereto.
2. ACCOUNTING SERVICES. In addition to the maintenance of the books
and records specified above, BISYS shall perform the following accounting
services daily for each Fund:
(a) Calculate the net asset value per share, utilizing, if
necessary, one or more independent pricing services approved from time to time
by the Board of Trustees of the Trust to obtain securities prices;
2
(b) Calculate the dividend and capital gain distribution, if
any;
(c) Reconcile cash movements with the Fund's custodian;
(d) Affirm to the Fund's custodian all portfolio trades and cash
settlements;
(e) Verify and reconcile with the Fund's custodian all daily
trade activity;
(f) Provide the following reports:
(i) A current security position report;
(ii) A summary report of transactions and pending
maturities (including the principal, cost, and
accrued interest on each portfolio security in
maturity date order); and
(iii) A current cash position report (including cash
available from portfolio sales and maturities and
sales of a Fund's shares less cash needed for
redemptions and settlement of portfolio
purchases); and
(g) Such other similar services with respect to a Fund as may be
reasonably requested by the Trust.
BISYS shall perform the following accounting services for each Fund at
least monthly:
(a) Obtain actual dealer quotations, prices from a pricing
service, or matrix prices on all portfolio securities
(including those with less than 60 days to maturity) in order
to xxxx the entire portfolio to the market; and
(b) Prepare an interim balance sheet, statement of income and
expense, and statement of changes in net assets for the
Fund.
3. TRANSFER AGENCY SERVICES. BISYS shall perform the following
transfer agency services on a daily basis:
(a) Process new accounts on the shareholder file by
processing directly from shareholders.
(b) Process additional purchases to the records of shareholder
accounts, including, on a shareholder's instructions, allocating payments among
the Funds.
(c) Transfer shares upon the receipt of proper instructions
from shareholders.
2
3
(d) Process instructions from shareholders of the Trust
to redeem shares of the Trust as the agent for the Trust.
BISYS shall perform the following transfer agency services on a
periodic basis:
(a) Upon receipt of instructions as to payment of dividends and
distributions, which may be standing instructions, compute
distributions and inform the Trust of the amount to be
reinvested in additional shares.
(b) Process redemptions as instructed by shareholders.
(c) Produce transcripts of account history as requested by the
Trust or by the sole shareholder.
BISYS shall maintain all balance controls daily and produce monthly
summaries expressed in:
1. shares
2. dollar amounts
4. COMPENSATION. The Trust shall pay BISYS for the services to
be provided by BISYS under this Agreement in accordance with, and in the manner
set forth in, Schedule C hereto.
5. REIMBURSEMENT OF EXPENSES. In addition to paying BISYS the
fees described in Section 4 hereof, the Trust agrees to reimburse BISYS for
BISYS' out-of-pocket expenses in providing services hereunder, including without
limitation the following:
A. All mail, freight and other delivery and bonding
charges incurred by BISYS in delivering materials
to and from the Trust and in delivering all
materials to shareholders;
B. All direct telephone, telephone transmission and
telecopy or other electronic transmission expenses
incurred by BISYS in communication with the Trust,
the Trust's investment adviser or custodian,
dealers or others as required for BISYS to perform
the services to be provided hereunder;
C. Costs of pricing the portfolio securities of each
Fund;
D. The cost of microfilm or microfiche or records or
other materials; and
3
4
E. Any expenses BISYS shall incur at the written
direction of an officer of the Trust thereunto
duly authorized.
6. EFFECTIVE DATE. This Agreement shall become effective with respect
to a Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed) (the "Effective Date").
7. TERM. This Agreement shall continue in effect, unless earlier
terminated by either party hereto as provided hereunder, for an initial term of
one year from the Effective Date (the "Initial Term"). Thereafter, this
Agreement shall be renewed automatically for successive one-year terms unless
written notice not to renew is given by the non-renewing party to the other
party at least 90 days prior to the expiration of the then-current term;
provided, however, that after such termination, for so long as BISYS 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 BISYS and unpaid by the
Trust upon such termination shall be immediately due and payable upon and
notwithstanding such termination. BISYS shall be entitled to collect from the
Trust, in addition to the compensation described under Paragraphs 4 and 5
hereof, the amount of all of BISYS' cash disbursements for services in
connection with BISYS' 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 BISYS will provide the
Trust with reasonable access to any Trust documents or records remaining in its
possession.
This Agreement is terminable with respect to a particular Fund only
upon mutual agreement of the parties hereto or for "cause" (as defined below) by
the party alleging "cause," in either case on not less than 90 days' written
notice by the Trust's Board of Trustees or by BISYS.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence, or reckless disregard on the part of
either party with respect to its obligations and duties set forth herein; (b) a
final, unappealable judicial, regulatory or administrative ruling or order in
which either party has been found guilty of criminal or unethical behavior in
the conduct of its business; (c) the dissolution or liquidation of either party
or other cessation of business other than a reorganization or recapitalization
of such party as an ongoing business; (d) financial difficulties on the part of
either party which is 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 the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors; or (e) any circumstance
which substantially impairs the performance of either party's obligations and
duties as contemplated herein.
4
5
8. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION. BISYS shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the Trust
for any action taken or omitted by BISYS in the absence of bad faith, willful
misfeasance or gross negligence. Each Fund agrees to indemnify and hold harmless
BISYS, its subsidiaries, affiliates, employees, agents, directors, officers and
nominees from and against any and all claims, demands, actions and suits,
whether groundless or otherwise, and from and against any and all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way relating to BISYS'
actions taken or nonactions with respect to the performance of services under
this Agreement with respect to such Fund or based, if applicable, upon
reasonable reliance on information, records, instructions or requests with
respect to such Fund given or made to BISYS by the Trust or the investment
adviser and on any record provided by any custodian thereof; provided that this
indemnification shall not apply to actions or omissions of BISYS in cases of its
own willful misfeasance or gross negligence, and further provided that prior to
confessing any claim against it which may be the subject of this
indemnification, BISYS shall give the Trust written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of
BISYS.
9. RECORD RETENTION AND PROPRIETARY INFORMATION. BISYS shall keep and
maintain on behalf of the Trust all books and records which the Trust or BISYS
is, or may be, required to keep and maintain pursuant to any applicable
statutes, rules and regulations, including without limitation Rules 31a-1 and
31a-2 under the Investment Company Act of 1940, relating to the maintenance of
books and records in connection with the services to be provided hereunder.
BISYS agrees that all such books and records shall be the property of the Trust.
BISYS will make such books and records available for inspection by the Trust or
by the Securities and Exchange Commission, at reasonable times, and otherwise
will treat as proprietary all books and records and other information relative
to the Trust and its shareholders, except when requested to divulge such
information by duly-constituted authorities or court process, or requested by a
shareholder with respect to information concerning an account as to which such
shareholder has either a legal or beneficial interest or when requested by the
Trust, the shareholder, or the dealer of record as to such account.
10. UNCONTROLLABLE EVENTS. BISYS assumes no responsibility hereunder,
and shall not be liable, for any damage, loss of data, delay or any other loss
whatsoever caused by events beyond its reasonable control.
11. LEGAL ADVICE. BISYS shall notify the Trust at any time BISYS
believes that it is in need of the advice of counsel (other than counsel in the
regular employ of BISYS or any affiliated companies) with regard to BISYS'
responsibilities and duties pursuant to this Agreement. After so notifying the
Trust, BISYS, at its discretion, shall be entitled to seek, receive and act upon
advice of legal counsel of its choosing, such advice to be at the expense of the
Trust or Funds unless relating to a matter involving BISYS' willful misfeasance
or gross negligence with respect to BISYS' responsibilities and duties hereunder
and shall in no event be
5
6
liable to the Trust or any Fund or any shareholder or beneficial owner of the
Trust for any action reasonably taken pursuant to such advice.
12. REPORTS. BISYS will furnish to the Trust and to its properly
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports and at such times as are prescribed pursuant to the
terms and the conditions of this Agreement to be provided or completed by BISYS,
or as subsequently agreed upon by the parties pursuant to an amendment hereto.
The Trust agrees to examine each such report or copy promptly and will report or
cause to be reported any errors or discrepancies therein no later than three
business days from the receipt thereof. In the event that errors or
discrepancies, except such errors and discrepancies as may not reasonably be
expected to be discovered by the recipient within three days after conducting a
diligent examination, are not so reported within the aforesaid period of time, a
report will for all purposes be accepted by and binding upon the Trust and any
other recipient, and BISYS shall have no liability for errors or discrepancies
therein and shall have no further responsibility with respect to such report
except to perform reasonable corrections of such errors and discrepancies within
a reasonable time after requested to do so by the Trust.
13. RIGHTS OF OWNERSHIP. All computer programs and procedures developed
to perform services required to be provided by BISYS under this Agreement are
the property of BISYS. All records and other data except such computer programs
and procedures are the exclusive property of the Trust and all such other
records and data will be furnished to the Trust in appropriate form as soon as
practicable after termination of this Agreement for any reason.
14. RETURN OF RECORDS. BISYS may at its option at any time, and shall
promptly upon the Trust's demand, turn over to the Trust and cease to retain the
Trust's files, records and documents created and maintained by BISYS pursuant to
this Agreement which are no longer needed by BISYS in the performance of its
services or for its legal protection. If not so turned over to the Trust, such
documents and records will be retained by BISYS for six years from the year of
creation. At the end of such six-year period, such records and documents will be
turned over to the Trust unless the Trust authorizes in writing the destruction
of such records and documents.
15. REPRESENTATIONS OF THE TRUST. The Trust certifies to BISYS that:
(1) as of the close of business on the Effective Date, each Fund which is in
existence as of the Effective Date has authorized unlimited shares, and (2) by
virtue of its Declaration of Trust, shares of each Fund which are redeemed by
the Trust may be sold by the Trust from its treasury and (3) this Agreement has
been duly authorized by the Trust and, when executed and delivered by the Trust,
will constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
6
7
16. REPRESENTATIONS OF BISYS. BISYS represents and warrants that the
various procedures and systems which BISYS has implemented with regard to
safeguarding the blank checks, records, and other data of the Trust and BISYS'
records, data, equipment facilities and other property used in the performance
of its obligations hereunder from loss or damage attributable to fire, theft, or
any other cause are adequate and that it will make such changes therein from
time to time as are required for the secure performance of its obligations
hereunder.
17. INSURANCE. BISYS shall notify the Trust should any of its insurance
coverage be changed for any reason. Such notification shall include the date of
change and the reasons therefor. BISYS shall notify the Trust of any material
claims against it with respect to services performed under this Agreement,
whether or not they may be covered by insurance, and shall notify the Trust from
time to time as may be appropriate of the total outstanding claims made by BISYS
under its insurance coverage.
18. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS. The Trust has
furnished to BISYS the following:
A. Copies of the Declaration of Trust of the Trust and of
any amendments thereto, certified by the proper official
of the state in which such Declaration has been filed.
B. Copies of the following documents:
1. The Trust's Code of Regulations and any
amendments thereto;
2. Certified copies of resolutions of the Board of
Trustees covering: the approval of this
Agreement, authorization of a specified officer
of the Trust to execute and deliver this
Agreement and authorization for specified
officers of the Trust to instruct BISYS
thereunder.
C. A list of all the officers of the Trust, together with
specimen signatures of those officers who are authorized
to instruct BISYS in any and all matters.
D. Two copies of the following (if such documents are
employed by the Trust):
1. Prospectuses and Statements of Additional
Information for each Fund;
2. Distribution Agreements;
3. Investment Advisory Agreements; and
7
8
4. All other forms commonly used by the Trust or
its Distributor with regard to their
relationships and transactions with shareholders
of the Trust.
19. INFORMATION FURNISHED BY BISYS. BISYS has furnished to the Trust
the following:
A. BISYS' Articles of Incorporation.
B. Certified copies of actions of BISYS covering the
following matters:
1. Approval of this Agreement, and authorization of
a specified officer of BISYS to execute and
deliver this Agreement;
2. Authorization of BISYS to act as fund accountant
for the Trust and to provide accounting services
by the Trust.
20. AMENDMENTS TO DOCUMENTS. The Trust shall furnish BISYS written
copies of any amendments to, and changes in, any of the items referred to in
Section 18 hereof forthwith upon the effective date of such amendments and/or
changes. In addition, the Trust agrees that no amendments will be made to the
Prospectuses or Statements of Additional Information of the Trust which might
have the effect of changing the procedures employed by BISYS in providing the
services agreed to hereunder or which might affect the duties of BISYS hereunder
unless the Trust first obtains BISYS' approval of such amendment.
21. RELIANCE ON AMENDMENTS. BISYS may rely on any amendments to
or changes in any of the documents and other items to be provided by the Trust
pursuant to Sections 18 and 20 and of this Agreement and the Trust hereby
indemnifies and holds harmless BISYS, its subsidiaries, affiliates, officers,
directors, employees, and successors, from and against any and all claims,
demands, actions, suits, judgments, liabilities, losses, damages, costs,
charges, counsel fees and other expenses of every nature and character which
may result from actions or omissions on the part of BISYS in reasonable
reliance upon such amendments and/or changes. Although BISYS is authorized to
rely on the above-mentioned amendments to and changes in the documents and
other items to be provided pursuant to Sections 18 and 20 hereof, BISYS shall
be under no duty to comply with or take any action as a result of any of such
amendments or changes unless the Trust first obtains BISYS' written consent to
and approval of such amendments or changes.
22. COMPLIANCE WITH LAW. Except for the obligations of BISYS as set
forth in Section 9 hereof, the Trust assumes full responsibility for compliance
with all applicable requirements of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and any other laws, rules and
regulations of governmental authorities having jurisdiction as to the
preparation, contents, and distribution of each prospectus of the Trust.
8
9
BISYS shall have no obligation to take cognizance of any laws relating to the
sale of the Trust's shares.
23. NOTICES. Any notice provided hereunder shall be sufficiently
given when sent by registered or certified mail to the party required to be
served with such notice, at the following address:
PARKSTONE ADVANTAGE FUND
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
BISYS FUND SERVICES, INC.
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
or at such other address as such party may from time to time specify in writing
to the other party pursuant to this Section.
24. HEADINGS. Paragraph headings in this Agreement are included
for convenience only and are not to be used to construe or interpret this
Agreement.
25. ASSIGNMENT. This Agreement and the rights and duties
hereunder shall not be assignable with respect to a Fund by either of the
parties hereto except with the specific written consent of the other party.
26. GOVERNING LAW. This Agreement shall be governed by and its
provisions shall be construed in accordance with the laws of the State of Ohio.
27. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. The
names "The Parkstone Advantage Fund" and "Trustees of Parkstone Advantage Fund"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of May 18, 1993, to which reference is hereby made and a copy of
which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "Parkstone Advantage
Fund" entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities,
and are not binding upon any of the Trustees, Shareholders or representatives
of the Trust personally, but bind only the assets of the Trust, and all persons
dealing with any series of shares of the Trust must look solely to the assets
of the Trust belonging to such series for the enforcement of any claims against
the Trust.
9
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE PARKSTONE ADVANTAGE FUND
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
BISYS FUND SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
10
11
SCHEDULE A
TO THE FUND ACCOUNTING AND TRANSFER AGENCY AGREEMENT
DATED JULY 1, 1996
PARKSTONE ADVANTAGE FUND
------------------------
The investment portfolios of the Trust to which this agreement applies are as
follows:
Prime Obligations Fund
Equity Fund
Bond Fund
International Discovery Fund
Small Capitalization Fund
12
SCHEDULE B
TO THE FUND ACCOUNTING AND TRANSFER AGENCY AGREEMENT
DATED JULY 1, 1996
------------------
TRANSFER AGENCY SERVICES
------------------------
RECORD MAINTENANCE
------------------
BISYS shall provide full maintenance of all shareholder records for each account
in the Trust. Such records will include:
(a) Share balances.
(b) Account transaction history, including dividends paid and the date and
price for all transactions.
(c) Name and address of the record shareholder, including ZIP codes and tax
identification numbers (but BISYS shall not be responsible for obtaining
certified tax identification numbers or impending back-up withholding).
(d) Records of distributions and dividend payments.
(e) Transfer records.
(f) Overall control records.
13
SCHEDULE C
TO THE FUND ACCOUNTING AND TRANSFER AGENCY AGREEMENT
DATED JULY 1, 1996
------------------
DOMESTIC FUNDS
--------------
First 12 months, per Fund:
AVERAGE DAILY NET ASSETS COMPENSATION
------------------------ -------------
Less than $100 million .03%, plus
$100 million but less than $250 million .02%, plus
$250 million and more .01%
Minimum fee per Fund $1,250 per month
Second 12 months and subsequent years, per Fund:
AVERAGE DAILY NET ASSETS COMPENSATION
------------------------ ------------
Less than $250 million .02%, plus
$250 million and more .01%
Minimum fee per Fund $2,500 per month
INTERNATIONAL DISCOVERY FUND
----------------------------
AVERAGE DAILY NET ASSETS COMPENSATION
------------------------ ------------
Less than $100 million .08%, plus
$100 million but less than $250 million .04%, plus
$250 million but less than $500 million .02%
$500 million and over .015%
Minimum fee per Fund $2,500 per month
The domestic Funds consist of The Prime Obligations, Bond, Equity and Small
Capitalization Funds.
As compensation for the services to be rendered by BISYS pursuant to this
Agreement, the Trust shall pay BISYS an annual fee based on the fee schedule set
forth above, and the average daily closing value of the net assets of each Fund.
Such fee shall be calculated daily and payable
14
monthly. If for any month the fee calculated for a Fund, based on its net
assets, does not exceed the applicable Minimum Fee, then such Minimum Fee shall
be paid for that month.
THE PARKSTONE ADVANTAGE FUND BISYS FUND SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------- -----------------------------
Its: President Its: Executive Vice President
----------------------------
Date: July 1, 1996 Date: July 1, 1996
-------------------------------- --------------------------
