Exhibit (h)(4)
THE ALLEGIANT ADVANTAGE FUND
AMENDMENT TO THE CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
This Amendment to the Co-Administration And Accounting Services Agreement (the
"Amendment") is made as of September 1, 2006 by and among PFPC INC. ("PFPC"),
NATIONAL CITY BANK ("NCB"), and ALLEGIANT ADVANTAGE FUND, a Massachusetts
business trust (the "Fund").
BACKGROUND
A. NCB, the Fund (formerly, The Armada Advantage Fund) and PFPC are parties
to a Co-Administration and Accounting Services Agreement dated as of
August 31, 2004 (the "Agreement") regarding the provision of
administrative services to the Fund and its Portfolios.
B. The parties desire to revise the term of the Agreement.
C. The parties desire to reflect the current names of the Fund and the
Portfolio.
D. The parties desire to amend the description of various services and make
other clarifying changes.
E. This Background section is incorporated by reference into and made a part
of this Amendment.
TERMS:
The parties hereto agree to amend the Agreement as follows:
1. All references in the Agreement to "The Armada Advantage Fund" shall be
deemed to refer to "Allegiant Advantage Fund." Exhibit A to the Agreement
is hereby amended and restated as set forth on Exhibit A attached to this
Amendment.
2. The word "or" is hereby deleted preceding Subsection 8(a)(vii) and the "."
following the word "party" in Subsection 8(a)(vii) is hereby replaced with
"; or".
3. The following is hereby added to the end of Section 8(a):
"(viii) is Fund information provided by PFPC in connection with an
independent third party compliance or other review."
4. The first sentence of Section 19 of the Agreement is hereby amended and
restated as follows:
This Agreement shall be effective on the date first above written and
shall continue until August 31, 2009 (the "Initial Term").
5. Subsections 16 (iv) and (v) of the Agreement are hereby amended and
restated as follows:
"(iv) Prepare the Fund's annual and semi-annual shareholder reports; draft
and coordinate the filing of Forms N-CSR, N-Q and N-PX (with voting
records provided to PFPC in the format requested by PFPC);"
"(v) Prepare and file (or coordinate the filing of) Forms 24f-2 and
N-SAR;"
6. Subsection 17(i) of the Agreement is hereby amended by replacing the
phrase "Prepare Post Effective Amendments" with the following: "Prepare an
annual Post Effective amendment".
7. Subsection 17(ii) of the Agreement is hereby amended by inserting the word
"administratively" immediately following the word "Assist".
8. Subsection 17(iii) is hereby amended by replacing the word "file" with
"coordinate the filing of."
9. Subsection 17(iv) is hereby amended and restated as follows:
"(iv) Draft notices, agendas and resolutions for quarterly Board meetings
and up to two special Board meetings subject to review and approval
by the Funds' counsel;"
10. Subsection 17(v) of the Agreement is hereby amended by inserting the words
"for quarterly Board meetings and up to two special Board meetings (other
than organizational meetings for new investment portfolios)" immediately
following the word "materials".
11. Subsection 17(vi) of the Agreement is hereby amended by inserting the word
"quarterly and up to two special" immediately following the word "Attend".
12. The following provision shall be inserted immediately following subsection
17(ix) of the Agreement:
"All regulatory services are subject to the review and approval of the
Funds' counsel."
13. Section 18 (captioned "Description of Distribution Support Services") is
hereby amended and restated as follows:
"18. DISTRIBUTION SUPPORT SERVICES.
PFPC shall perform the following distribution support services to
the Fund:
(a) Distribution Oversight Services:
(i) Review and file advertising and sales literature with
the NASD;
(ii) Review and file Internet sites according to NASD
policies;
(iii) Respond to NASD comments on marketing materials;
(iv) Provide NCB with a reference manual outlining SEC and
NASD marketing rules and guidelines; and
(v) Train NCB personnel, on-site, on NASD and SEC marketing
regulations.
(b) Marketing and Communication Services:
(i) Assist in the development of retail shareholder
communications including newsletters, annual and
semi-annual fund reports, statement messages and
inserts, mergers and acquisitions communications (new
funds, name changes, change notifications, stickers,
prospectus updates), tax guides, memos to the Fund's
Board of Directors (service level agreement standards
overview), and internal employee or participant
materials as reasonably requested by the Fund;
(ii) Update and maintain fund applications and retirement
plan documents;
(iii) Manage the development and production of assigned
creative pieces; and
(iv) Review website content and provide analysis and tracking
of key web metrics.
(c) Sales Management and Campaign Support:
(i) Support wholesaling efforts for Consumer Savings Bank
and Third Party NCB channels by providing (a)
performance reporting materials such as monthly and
quarterly Fund fact sheets, highlights and third-party
rating sheets, (b) product guides, (c) sales support
materials, (d) conduct marketing research for sales
materials updates and performance comparisons, (e)
manage inventory of Fund collateral and sales material,
and (f) develop wholesaler communications as reasonably
requested by the Fund.
(d) NASD Compliance:
(i) Conduct periodic reviews of trends and interpretation of
NASD rules and offer recommendations related to
marketing, advertising and communication materials;
(ii) Provide compliance tracking; and
(iii) Provide PFPC Disclosure Digest tool for compliance
guidance.
(e) Market Research:
(i) Provide primary and secondary research and analytic
support;
(ii) Provide periodic updates and reviews of industry and
market trends;
(iii) Provide Strategic Focus Series publications: markets,
products, consumers and sales; and
(iv) Provide relevant ad hoc research alerts.
(f) Teleservicing:
(i) Take inbound calls;
(ii) Provide answers to brokers or prospective shareholders;
(iii) Send a fulfillment file on a daily basis to selected
fulfillment partner;
(iv) Support, as reasonably requested by the Fund, a
follow-up program in which a follow-up phone call is
placed to each broker or prospect 7 to 10 days after a
request for fulfillment information;
(v) Provide answers to outstanding questions; and
(vi) Provide call reports, as agreed by the parties, on a
monthly basis.
(g) Data Cleaning Support Services. In connection with the Fund's
use of certain ACS products and services, the Fund instructs
PFPC and PFPC agrees to provide the following services:
(i) Access and review the ACS failed trade report and use
good faith efforts to resolve the failed trade
information by correcting and/or supplying missing data;
(ii) Retransmit updated daily trade transmission to ACS daily
by 10:00 a.m. (eastern time)(The parties acknowledge
that not all failed trades may be corrected by the 10:00
cut-off time);
(iii) Setup, delete and maintain dealer/branch/rep files
within the ACS application when necessary.
In order for PFPC to perform the above services, the Fund
shall be responsible for providing PFPC with necessary
authorization and access to ACS applications.
14. The first sentence of Section 19(a) of the Agreement is hereby amended and
restated as follows:
"This Agreement shall be effective on the date first above written
and shall continue until August 31, 2009 (the "Initial Term")."
15. Section 19 of the Agreement is hereby supplemented with the following
paragraphs:
"(e) Notwithstanding anything contained in this Agreement to the
contrary, if the Fund is liquidated (a "LIQUIDATION") or the Fund's
or one or more Portfolio(s)' assets are merged or purchased or the
like with or by another entity that does not use the services of
PFPC (a "REORGANIZATION") after the first year of this Agreement,
the Fund may terminate this Agreement with respect to the Fund or
such Portfolio(s), as applicable, at any time after the occurrence
of such Liquidation or Reorganization event by the Board of the Fund
on 90 days' written notice to PFPC. In such case, if the Fund elects
to terminate this Agreement as a result of a Liquidation or with
respect to such Portfolio(s) involved in a Reorganization, the Fund
shall pay PFPC an amount equal to a "multiplier" times the greater
of (x) the monthly average fees due to PFPC under this Agreement
during the last three whole months prior to the Liquidation or
Reorganization, as applicable, for providing services to the
terminating Portfolio(s) or (y) the monthly average fees paid to
PFPC for providing services to the terminating Portfolio(s) during
the last three whole months prior to delivery of the notice of
termination. The "Multiplier" will equal the number of months
remaining in the Agreement at the time that PFPC is no longer
providing services to the terminating Portfolio(s) under this
Agreement divided by three.
For clarification, if this Agreement is terminated with respect to
less than all of the Portfolios, this Agreement will remain in full
force and effect with respect to all of the remaining Portfolios.
(f) In addition, a party may terminate the Distribution Support
Services described in Section 18 of this Agreement on ninety (90)
days' written notice to the other party. Termination of the
Distribution Support Services shall not terminate the Agreement
which shall otherwise remain in full force and effect."
16. Section 22 (captioned Assignment) is hereby amended by adding the
following sentence to the end of the section:
"Fund agrees that PFPC may assign its rights and delegate its duties
to PFPC Distributors, Inc., an affiliate of PFPC, registered with
the National Association of Securities Dealers."
17. Exhibit B is superseded by a separate fee letter and for administrative
convenience is hereby amended and restated as attached hereto.
18. MISCELLANEOUS.
a. Capitalized terms not defined in this Amendment shall have the
respective meanings set forth in the Agreement.
b. Except as specifically amended herein, and except as necessary
to conform to the intention of the parties hereinabove set forth,
the Agreement shall remain unaltered and in full force and effect
and is hereby ratified and confirmed.
c. The Agreement as amended and supplemented hereby constitutes
the complete understanding and agreement of the parties with respect
to the subject matter hereof and supersedes all prior communications
with respect thereto.
d. This Amendment 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.
e. This Amendment shall be deemed to be a contract made in
Delaware and governed by Delaware law, without regard to principles
of conflicts of law.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have set their hands by their duly
authorized representatives as of the year and date first above indicated.
ALLEGIANT ADVANTAGE FUND PFPC INC.
By: /s/ Xxxxxxxx X. Xxxx By: /s/ Xxx Xxxxxxxx
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Name: Xxxxxxxx X. Xxxx Name: Xxx X. Xxxxxxxx
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Title: Senior Administrative Officer Title: Senior Vice President
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Date: September 26, 2006 Date: September 19, 2006
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NATIONAL CITY BANK
By: /s/ Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
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Title: Senior Vice President
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Date: September 26, 2006
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EXHIBIT A
THIS EXHIBIT A, dated as of September 1, 2006 is Exhibit A to that certain
Restated Co-Administration and Accounting Services Agreement dated as of August
31, 2004, as amended, among PFPC Inc., National City Bank, and Allegiant
Advantage Fund.
ALLEGIANT ADVANTAGE FUND
PORTFOLIO
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Allegiant Advantage Institutional Money Market
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EXHIBIT B
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