AMENDMENT TO FUND ACCOUNTING AGREEMENT
Exhibit 99.H.II
AMENDMENT TO
AMENDMENT made as of the 26th day of February, 2007, between NEW COVENANT FUNDS
(the “Trust”), a Delaware statutory trust having its principal place of business at 0000 Xxxxxxx
Xxxx, Xxxxxxxx, Xxxx 00000, and BISYS FUND SERVICES OHIO, INC. (“BISYS”), an Ohio corporation
having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, to that certain
Fund Accounting Agreement dated November 4, 2003, as amended (the “Agreement”), under which BISYS
performs certain fund accounting services for the Trust. All capitalized terms used but not
defined herein shall have the meaning given to them in the Agreement.
WHEREAS, BISYS and the Trust wish to enter into this Amendment to the Agreement in order to
set forth the terms under which BISYS will continue to perform the services enumerated herein on
behalf of the Trust and to amend and supplement certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the covenants herein contained, the Trust and BISYS hereby
agree as follows:
1. Amendments
(a) Section 1 of the Agreement shall be amended by adding the following as subsection (e)
thereof:
“(e) BISYS shall perform the duties set forth in this Agreement in
accordance with the service standards set forth on Schedule C attached
hereto.”
(b) Section 6 of the Agreement shall be amended by deleting “March 31, 2007” in the second
sentence of the first paragraph, and replacing it with “March 31, 2008.”
(c) Schedule C attached hereto is hereby incorporated and made part of the Agreement.
2. Effective Date.
The effective date of this Amendment shall be April 1, 2007.
3. Representations and Warranties
Each party represents and warrants to the other that this Amendment has been duly authorized
and, when executed and delivered by it, will constitute a legal, valid and binding obligation of
it, enforceable against it 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.
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4. Miscellaneous
(a) This Amendment supplements and amends the Agreement. The provisions set forth in this
Amendment supersede all prior negotiations, understandings and agreements bearing upon the
subject matter covered herein, including any conflicting provisions of the Agreements or any
provisions of the Agreements that directly cover or indirectly bear upon matters covered under
this Amendment.
(b) Each reference to the Agreement in the Agreement and in every other agreement, contract
or instrument to which the parties are bound, shall hereafter be construed as a reference to the
Agreements as separately amended by this Amendment. Except as provided in this Amendment, the
provisions of the Agreement remain in full force and effect. No amendment or modification to
this Amendment shall be valid unless made in writing and executed by each party hereto.
(c) Paragraph headings in this Amendment are included for convenience only and are not to be
used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an original but
all of which, taken together, shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as
of the day and year first above written.
NEW COVENANT FUNDS | ||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||
Name: Xxxxxx X. Xxxxx | ||||||
Title: President | ||||||
BISYS FUND SERVICES OHIO, INC. | ||||||
By: | /s/ Xxxx Xxxxxxx | |||||
Name:Xxxx Xxxxxx | ||||||
Title: |
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SCHEDULE
C
TO THE AMENDMENT TO THE
FUND ACCOUNTING AGREEMENT
BETWEEN NEW COVENANTS FUNDS
AND BISYS FUND SERVICES OHIO, INC.
FUND ACCOUNTING AGREEMENT
BETWEEN NEW COVENANTS FUNDS
AND BISYS FUND SERVICES OHIO, INC.
Effective April 1, 2007
SERVICE STANDARDS
Pursuant to Section 1 of the Agreement, BISYS has agreed to perform the services described in the
Agreement in accordance with the service standards set forth in this Schedule C. The service
standards are subject to all terms and conditions of this Agreement, including without limitation,
Section 5, and BISYS shall not be subject to the service standards set forth herein when (i) BISYS
has declared a disaster and must operate pursuant to its disaster recovery and business continuity
plan and/or (ii) in the case of events beyond BISYS’ reasonable control including, without
limitation, force majeure events. In addition, it is understood and agreed that the service
standards are dependent upon timely cooperation and timely authorization of filings by the Trust,
its investment adviser and other service providers. BISYS shall have no liability for any failure
to meet service standards that, directly or indirectly, arises from actions, delays or failures of
the Trust, its investment adviser and other service providers. The parties agree that such service
standards may be revised, from time to time, by mutual agreement.
Subject to the provisions set forth above, in the event BISYS fails to meet any of the same service
standards set forth below during any three consecutive months, then the Trust shall have the right,
exercisable only within thirty (30) days following the third failure, to terminate this Agreement
upon sixty (60) days’ advance written notice to BISYS.
The required performance standard associated with a function will be measured by dividing the total
number of times that function was correctly performed during the month by the total number of times
that function occurred during the month.
An inaccurate calculation of the NAV is defined as when the correct calculation is $.01 per share
or more difference from the originally stated NAV. Such inaccuracy is considered one event and will
only be counted on the day it first occurred, unless the source of the inaccuracy changes during
the relevant period. An NAV error occurs at the Fund level and not the class level.
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Fund Accounting | ||
NAV Calculation Accuracy
|
Greater than or equal to 99% | |
NASDAQ Reporting Timeliness
|
99% by second NASDAQ reporting cycle | |
2a-4 Accuracy
|
99% | |
Dividend Accuracy
|
99% |
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