EXHIBIT (h)(iii)(A)
AMENDMENT TO
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SUB-ADMINISTRATION AGREEMENT
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This Amendment is made as of January 1, 2000, between BISYS Fund Services
Limited Partnership d/b/a BISYS Fund Services (the "Administrator") and Fifth
Third Bank (the "Sub-Administrator"). The parties hereby amend the Sub-
Administration Agreement (the "Agreement") between the Administrator and the
Sub-Administrator, dated as of December 1, 1995, as set forth below.
WHEREAS, the parties wish to modify certain terms of the Agreement, as more
particularly described herein.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. Section 1 of the Agreement shall be restated in its entirety as
follows:
1. Services as Sub-Administrator. The Sub-Administrator will
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assist the Administrator in providing administrative services
with respect to each Fund as may be reasonably requested by the
Administrator from time to time. Such services may include, but
are in no way limited to, such clerical, bookkeeping,
accounting, stenographic, and administrative services which
enable the Administrator to more efficiently perform its
obligations under the Management and Administration Agreement.
Without limiting the generality of the foregoing, the Sub-
Administrator shall perform the services set forth below
beginning January 1, 2000.
1. Prepare semi-annual and annual financial statements.
2. Review Form N-SAR prior to filing.
3. Prepare annual Fund expense budget, review expense ratios
and prepare monthly accrual analyses.
4. Validate and approve Fund expenses prior to payment.
5. Register Funds with NASDAQ.
6. Prepare financial reports for Board review.
7. Perform dividend and capital gain distribution review and
analysis.
8. Provide appropriate assistance with respect to audits
conducted by the Trust's independent accountants including
(i) compiling data and other information and (ii)
communicating with independent accountants if necessary.
Beginning January 1, 2001, the Sub-Administrator shall, in
addition to the
services enumerated above, perform the following additional
services.
1. Maintain Board meeting calendar.
2. Assist Fund counsel in the development of meeting agendas
3. Prepare appropriate materials for the Board meetings.
4. Provide appropriate personnel to attend Board meetings.
5. Assist Administrator in updating and filing registration
statements
6. Assist Administrator in preparing and filing supplements to
registration statements.
7. Review proxy materials prepared by Fund counsel.
8. Assist Administrator in preparations for shareholder
meetings.
9. Assist Fund Auditors in the 17f-2 audit.
10. Review and file form N-SAR, and review other regulatory
filings to be made on behalf of the Funds
4. Section 2 of the Agreement shall be restated in its entirely as
follows:
2. Compensation; Reimbursement of Expenses. In consideration
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of the services rendered and expenses assumed pursuant to
this Agreement, the Administrator will pay or cause to be
paid to the Sub-Administrator on the first business day of
each month, or at such time(s) as the parties hereto shall
agree, fees computed daily at the annual rate set forth
below:
January 1, 2000 to December 31, 2000
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3.5 one-hundredths of one percent (.035%) of each
Fund's average daily net assets.
January 1, 2001 to the termination of this Agreement as
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provided in Section 4
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4 one-hundredths of one percent (.04%) of each
Fund's average daily net assets.
In addition, the Administrator agrees to reimburse the Sub-
Administrator for its reasonable out-of-pocket expenses in
providing services hereunder.
5. Section 4 of the Agreement shall be restated in its entirety as
follows:
4. Term. This Agreement shall continue in effect
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unless earlier terminated by either party hereto as
provided hereunder, until March 31, 2000. Thereafter,
this Agreement shall continue until either party
terminates the Agreement, which shall be effective
upon providing at least one hundred eighty (180)
days' notice to the other party. This Agreement is
terminable with respect to a particular Fund for
"cause,
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which shall be set forth by the party alleging cause
in writing with reasonable notice to the other party.
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 by 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;
(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; or (d) any
circumstance which substantially impairs the
performance of the obligations and duties of the
party to be terminated, or the ability to perform
those obligations and duties, as contemplated herein.
Notwithstanding the foregoing, the absence of either
or both an annual review or ratification of this
Agreement by the Board of Trustees shall not, in and
of itself, constitute "cause" as used herein.
6. Section 5 of the Agreement shall be amended by adding the following
language at the end of such section:
The Sub-Administrator agrees to indemnify and hold
harmless the Administrator, its employees, agents,
directors, officers and nominees from and against any
and all actions, suits, demands and claims, whether
groundless or otherwise, and from and against any and
all judgments, liabilities, losses, damages, costs,
charges, reasonable counsel fees and other expenses
of every nature and character arising out of or in
any way relating to the Sub-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.
7. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
8. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
FIFTH THIRD BANK
By: __________________________________
Title:________________________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: __________________________________
Title:________________________________
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