EXHIBIT 23(h)(3)
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of January, 2003, by and
between XXXX XXXXXXXXX SERIES TRUST, a Massachusetts business trust (the
"Trust"), and BISYS FUND SERVICES OHIO, INC., an Ohio corporation (the
"Administrator").
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");
WHEREAS, the Trust and the Administrator entered into an Administration
Agreement dated October 1, 2000 (the "2000 Agreement"), whereby the
Administrator agreed to provide, management and administrative services to such
series of the Trust identified therein;
WHEREAS, the Trust desires that the Administrator continue to perform
such 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;
WHEREAS, the Administrator is willing to continue to perform such
services on the terms and conditions set forth in this Agreement; and
WHEREAS, the Administrator and the Trust wish to amend and restate the
2000 Agreement in order to set forth the terms under which the Administrator
will henceforth perform the administrative services set forth herein for the
Trust.
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 retains 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 employment to perform the
services 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 agrees to perform the
services described herein in accordance with the service standards set forth in
Schedule B attached hereto.
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) 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;
(j) assist with the design, development, and operation of the
Trust Portfolios, including new classes, investment
objectives, policies and structure;
(k) 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;
(l) advise the Trust and its Board of Trustees on matters
concerning the Trust and its affairs;
(m) 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;
(n) monitor and advise the Trust and its Portfolios on their
regulated investment company status under the Internal Revenue
Code of 1986, as amended;
(o) 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;
(p) 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; and
(q) 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.
The Administrator shall perform such other services for the Trust that
are mutually agreed 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.
(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
partners, officers, employees and other agents of the Administrator as well as
the Administrator itself.)
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.
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.
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, Attn: President; if to the Trust, to it at
AXA Xxxxxxxxx Investment Management LLC, 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.
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. PRIVACY. Nonpublic personal financial information relating
to consumers or customers of the Trust provided by, or at the direction of the
Trust to the Administrator, or collected or retained by the Administrator in the
course of performing its duties as administrator, shall be considered
confidential information. The Administrator shall not give, sell or in any way
transfer such confidential information to any person or entity, other than
affiliates of the Administrator except as (i) required by law or (ii) permitted
by the Trust and necessary or desirable for BISYS to perform its duties
hereunder (it being assumed for purposes of this section that any disclosures
that are permitted under the Trust's privacy policy are permitted by the Trust)
(including Applicable AML Laws). The Administrator represents, warrants and
agrees that it has in place and will 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
Trust represents to the Administrator that it has adopted a Statement of its
privacy policies and practices as required by Regulation S-P and agrees to
provide the Administrator with a copy of that Statement upon request or if there
is any change thereto.
ARTICLE 17. 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
XXXX XXXXXXXXX SERIES TRUST
By: XXXXXXX XXXXXXXX
-------------------------------
Title: PRESIDENT
----------------------------
BISYS FUND SERVICES OHIO, INC.
By: XXXXXXX X. XXXXX
-------------------------------
Title: PRESIDENT
----------------------------
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JANUARY 1, 2003
BETWEEN XXXX XXXXXXXXX SERIES TRUST
AND
BISYS FUND SERVICES OHIO, INC.
Portfolios: This Agreement shall apply to all Portfolios of Xxxx Xxxxxxxxx
Series Trust, either now or hereafter created (collectively,
the "Portfolios"). The current portfolios of the Trust are set
forth below:
AXA Xxxxxxxxx U.S. Small Capitalization Fund
AXA Xxxxxxxxx International Small Capitalization Fund
AXA Xxxxxxxxx Value Long/Short Equity Fund
AXA Xxxxxxxxx U.S. Long/Short Equity Fund
AXA Xxxxxxxxx Enhanced 500 Fund
AXA Xxxxxxxxx International Equity Fund
AXA Xxxxxxxxx Global Long/Short Equity Fund
AXA Xxxxxxxxx U.S. Discovery Fund
AXA Xxxxxxxxx U.S. Large/Mid Capitalization Long/Short
Equity Fund
AXA Xxxxxxxxx U.S. Large Capitalization Fund
AXA Xxxxxxxxx European 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:
From $0 - $25 million in assets 0.00bps
From $25 million - $500 million 9.00bps on the increment
From $500 million - $1 billion 7.00bps on the increment
above $1 billion 4.00bps on the increment
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, if not contained therein, 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 the aggregate assets of the Trust as a
whole, and not separately to each Portfolio.
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 September 30, 2005. This Agreement shall be renewed
automatically for successive periods of three years after the
Initial Term, unless written notice of nonrenewal is provided
by either party not less than 90 days prior to the end of the
then-current term. 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 any 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.
The Service Standards set forth in Schedule B hereof are not
intended and shall not be construed to impair, limit or affect
in any way the Trust's right to terminate this Agreement for
material breach as set forth above.
SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JANUARY 1, 2003
BETWEEN XXXX XXXXXXXXX SERIES TRUST
AND
BISYS FUND SERVICES OHIO, INC.
SERVICE STANDARDS
Pursuant to Article 2 of this Agreement, the Administrator has agreed to perform
the services described in this Agreement in accordance with the service
standards set forth on the following pages of this Schedule B. The parties agree
that such service standards may be revised, from time to time, by mutual
agreement.
Each of the service standards will be monitored by a Quality Assurance team. In
the event the Administrator fails to meet a service standard in any particular
month, the Administrator agrees to take appropriate corrective measures within
the following month in order to be in compliance with the appropriate standard
at the end of such month; provided, however, that the foregoing requirement
shall not apply in those instances in which the Administrator's failure to meet
a service standard was due to circumstances beyond its control.
In the event the Administrator fails to meet any one "Tier 1" item or any three
"Tier 2" items, as identified within the service standards set forth on the
following pages of this Schedule B, (except for any failure due to circumstances
beyond its control) in three consecutive months, the fee payable to the
Administrator hereunder shall be reduced retroactively by five percent (5%) or
such lower amount as the parties shall agree upon for the third of those three
months. If such failure occurs in four or more consecutive months, the fee
payable to the Administrator hereunder shall be reduced retroactively by ten
percent (10%) or such lower amount as the parties shall agree upon for the
fourth of those months and each successive month until such failure is
satisfactorily remedied.
BISYS FUND SERVICES
ADMINISTRATION SERVICES STANDARDS
FOR
XXXX XXXXXXXXX SERIES TRUST
TIER 1
ITEM STANDARD
MONTHLY COMPLIANCE REPORTS
SEC Compliance Check Completed review 10 business
days after receipt of Fund
Accounting source reports.
IRS Compliance Check Completed review 10 business
days after receipt of Fund
Accounting source reports.
Officer Review Review and provide summary of
SEC and IRS compliance checks
completed 5 business days after
receipt of compliance checks.
Blue Sky Notifications
State Renewal Notifications - Notification filed with the
Forms and filing fees are state prior to expiration.
required annually to extend the
registration of the fund in the
states. State rules determine
the renewal periods. As a
result, all funds may have
renewal filings due throughout
the year.
Sales Reporting Notification - Notification filed with the
A sales report is a notice state prior to expiration.
filing that reflects the sales
of a fund in a state. All
states do not require sales
reports. If a sales report is
required, the state rules
dictate the filing period.
Annual Audit - State monthly audit performed 15 days
registrations are audited prior to end of each month to
annually. The audit is determine if any state
performed 60 days before the registrations are expiring.
expiration of the state
registration. Only funds that
have a renewal within the next
60 days will be audited.
ITEM STANDARD
TIER 2
Quarterly Broker Allocation Letters Sent 2 business days after
receipt of Fund Accounting
fiscal quarter-end reports.
QUARTERLY IRS QUALIFICATION LETTERS Sent 10 business days prior to
tax quarter-end.
QUARTERLY CUSTODIAN REPRESENTATION LETTER Sent 10 business days after
fiscal quarter-end or as
otherwise agreed upon with
Board.
Board Meetings
Mailing of Board Meeting Materials One week prior to meeting date,
provided BISYS has received
timely notice of such meeting.
Preparation of Board Meeting Minutes Circulate draft 60 days after
Board Meeting.
Include in Board Book for
subsequent meeting.
Shareholder Meetings/Proxy Statements
Initial Set-up of Proxy Solicitation 7 business days prior to record
with Tabulator/Mailing Agent date.
Completion of Mailing with Proxy By established mail date.
Solicitor
Blue Sky Notifications
State Renewal Notifications - Notification filed with the
Forms and filing fees are state prior to expiration.
required annually to extend the
registration of the fund in the
states. State rules determine
the renewal periods. As a
result, all funds may have
renewal filings due throughout
the year.
Sales Reporting Notification - Notification filed with the
A sales report is a notice state prior to expiration.
filing that reflects the sales
of a fund in a state. All
states do not require sales
reports. If a sales report is
required, the state rules
dictate the filing period.
ITEM STANDARD
TIER 2 (continued)
Annual Audit - State Audit performed 15 days prior
registrations are audited to expiration.
annually. The audit is
performed 60 days before the
expiration of the state
registration. Only funds that
have a renewal within the next
60 days will be audited.
NASD
Initial Advertising and Sales 2 business days after receipt
Literature Review of information from client
unless otherwise specified.
Communication of NASD Comments to Client Within 2 days of receipt of
comments from NASD.
