Portfolios: This Agreement shall apply to all Portfolios of the Trust either now or hereafter created. The current portfolios of the Trust are set forth below:
Exhibit (h)(9)
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
DATED AS OF JULY 1, 2004
DATED AS OF JULY 1, 2004
BETWEEN AXIA INVESTMENT MANAGEMENT, INC.
(formerly BOK INVESTMENT ADVISERS, INC.)
(formerly BOK INVESTMENT ADVISERS, INC.)
AND
BISYS FUND SERVICES OHIO, INC.
BISYS FUND SERVICES OHIO, INC.
AMENDED AND RESTATED AS OF APRIL 02, 2007
Portfolios:
|
This Agreement shall apply to all Portfolios of the Trust either now or hereafter created. The current portfolios of the Trust are set forth below: |
U.S. Treasury Fund
Cash Management Fund
Tax-Free Money Market Fund*
Intermediate Tax-Free Bond Fund
Short-Term Income Fund
Intermediate Bond Fund
Bond Fund
Balanced Fund
U.S. Tax-Efficient Large Cap Equity Fund
U.S. Large Cap Equity Fund1
U.S. Mid Cap Equity Fund1
U.S. Small Cap Equity Fund1
U.S. Tax-Efficient Mid Cap Equity Fund1
Cash Management Fund
Tax-Free Money Market Fund*
Intermediate Tax-Free Bond Fund
Short-Term Income Fund
Intermediate Bond Fund
Bond Fund
Balanced Fund
U.S. Tax-Efficient Large Cap Equity Fund
U.S. Large Cap Equity Fund1
U.S. Mid Cap Equity Fund1
U.S. Small Cap Equity Fund1
U.S. Tax-Efficient Mid Cap Equity Fund1
(collectively, the “Portfolios”).
Asset-Based Sub-Administration Fee:
Pursuant to Article 4, in consideration of services rendered and expenses assumed pursuant to this Agreement, the
Administrator will pay the Sub-Administrator on the first business day of each month, or at such time(s) as the Sub-Administrator
shall request and the parties hereto shall agree, a fee computed daily at the annual rate of:
1 As of April 02, 2007 these Funds have not commenced
operations. Until each such Fund commences operations, services will not be
rendered and expenses will not be incurred under this Agreement.
Three one-hundredths of one percent (.03%) of each Portfolio’s
average daily net assets except for the Institutional Tax-Free Money Market
Fund.
*
Notwithstanding the foregoing, the Sub-Administrator’s fee for the Tax-Free
Money Market Fund shall be governed by that certain Omnibus Fee Agreement
between the Trust and BISYS, dated as of the date hereof. In addition, for
the Institutional Tax-Free Money Market Fund, certain charges and expenses
shall be subject to allocation as set forth in the Omnibus Fee Agreement.
Miscellaneous Fees:
BISYS shall be paid $12,000 annually by the Trust for providing an individual to
serve as the Trust’s Anti-Money Laundering Reporting Officer. The twelve thousand
dollar ($12,000) annual fee shall be waived by BISYS as long as the Compliance
Services Agreement between the Trust and BISYS remains in effect.
General:
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. In the event of a termination of this
Agreement in accordance with its terms 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 Sub-Administrator, the value of
the net assets of a particular Portfolio shall be computed in the manner described
in the Trust’s Declaration of Trust or in the Prospectus or Statement of Additional
Information respecting that Portfolio as from time to time is 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 each
Portfolio as a whole, and not to separate classes of shares within the Portfolios.
The Sub-Administrator may agree, from time to time, to waive any fees payable under
this Agreement. Such waiver shall be at the Sub-Administrator’s sole discretion.
Term:
Pursuant to Article 7, the term of this Agreement shall commence on July 1, 2004,
and shall remain in effect for five (5) years, until June 30, 2009 (“Initial Term”).
Thereafter, unless otherwise terminated as provided herein, this Agreement shall be
renewed automatically for successive one-year periods (“Rollover Periods”). This
Agreement may be terminated only (i) by provision of a notice of nonrenewal in the
manner set forth below, (ii) by mutual agreement of the parties
or (iii) for “cause,” as defined below, upon the provision of 60 days advance
written notice by the party alleging cause. Written notice of nonrenewal must be
provided at least 60 days prior to the end of the Initial Term or any Rollover
Period, as the case may be and may be provided by either the Administrator or the
Trust. Notwithstanding anything in this Agreement, this Agreement will terminate
immediately upon the termination of the Administration Agreement.
For purposes of this Agreement, “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;
or (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 the
liquidation or reorganization of debtors or to the modification or alteration of the
rights of creditors.
Notwithstanding the foregoing, after such termination for so long as the
Sub-Administrator, with the written consent of the Administrator, 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 Sub-Administrator and unpaid by the Administrator
upon such termination shall be immediately due and payable upon and notwithstanding
such termination. The Sub-Administrator shall be entitled to collect from the
Administrator, in addition to the compensation described in this Schedule A, the
amount of all of the Sub-Administrator’s cash disbursements for services in
connection with the Sub-Administrator’s activities in effecting such termination,
including without limitation, the delivery to the Administrator and/or its designees
of the Administrator’s property, records, instruments and documents,
or any copies thereof. Subsequent to such termination, for a reasonable fee, the
Sub-Administrator will provide the Administrator with reasonable access to any
documents or records remaining in its possession.
During the Initial Term, if for any reason other than non-renewal, mutual agreement
of the parties or “cause,” as defined above, the Sub-Administrator is
terminated or replaced as Sub-Administrator, or if a third party is added to perform all or a part
of the administrative services provided by the Sub-Administrator under this
Agreement (excluding any sub-contractors appointed by the Sub-Administrator as
provided in Article 8 hereof), then the Administrator shall make a one-time cash
payment, as liquidated damages, to the Sub-Administrator equal to the balance due
the Sub-Administrator under this Agreement for the lesser of (A) the next six months
of the Initial Term or (B) the
remainder of such Initial Term, assuming for purposes of calculation of the payment
that the fees that would be earned by Sub-Administrator shall be based upon the
average net asset values of the Trust and fees payable to BISYS monthly during the
twelve (12) months prior to the date that services terminate, BISYS is replaced or a
third party is added; provided, however, that, in the event the Sub-Administrator is
terminated or replaced or a third party is added to perform services at any time
after June 30, 2009, the Administrator shall not be required to make a liquidated
damages payment.
In the event the Trust is merged into another legal entity in part or in whole
pursuant to any form of business reorganization or is liquidated in part or in whole
prior to the expiration of the then-current term of this Agreement, the parties
acknowledge and agree that the liquidated damages provision set forth above shall be
applicable in those instances in which the Sub-Administrator is not retained to
provide administration services. Under such circumstances, the one-time cash
payment referenced above shall be due and payable on the day prior to the first day
during which assets are transferred pursuant to the plan of reorganization or
liquidation.
The parties further acknowledge and agree that, in the event the Sub-Administrator
ceases to be retained, as set forth above, (i) a determination of actual damages
incurred by the Sub-Administrator would be extremely difficult, and (ii) the
liquidated damages provision contained herein is intended to adequately compensate
the Sub-Administrator for damages incurred and is not intended to constitute any
form of penalty.
IN WITNESS WHEREOF, the parties hereto have caused this amended and restated Schedule A
to be fully executed as April 02, 2007.
AXIA INVESTMENT MANAGEMENT, INC. | BISYS FUND SERVICES OHIO, INC. | |||||||||
By:
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By: | |||||||||
Name:
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Name: | |||||||||
Title:
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Title: | |||||||||