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EXHIBIT 9(a)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of July, 1996 by and between
THE PARKSTONE ADVANTAGE FUND, a Massachusetts business trust (the "Trust") and
BISYS FUND SERVICES, L.P. ("BISYS"), an Ohio limited partnership.
W I T N E S S E T H :
WHEREAS, the Trust is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Trust desires to employ the capital held in the following
of its series of investment portfolios, namely the Prime Obligations Fund,
Equity Fund, Small Capitalization Fund, Bond Fund and International Discovery
Fund (individually, a "Fund" and collectively, the "Funds"), by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its Declaration of Trust and in the Prospectus with
respect to each Fund as from time to time in effect; and
WHEREAS, the Trust has submitted or will submit to BISYS copies of the
Trust's Declaration of Trust and the Prospectus for each Fund and resolutions of
the Trust's Board of Trustees with respect to each Fund; and
WHEREAS, the Trust desires to appoint BISYS as administrator of each
Fund and BISYS is prepared to provide such administrative services;
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and intending to be legally bound hereby the parties hereto
agree as follows:
1. SERVICES AS ADMINISTRATOR. BISYS hereby accepts its appointment as
administrator for the Funds, and agrees to provide services hereunder subject to
the direction and control of the Trust's Board of Trustees.
With respect to each Fund, BISYS agrees to: furnish statistical and
research data as needed, including yield and total return data; provide
appropriate personnel, stationery and office supplies necessary to provide
services under this Agreement; prepare those portions of the Trust's semiannual
reports to the Securities and Exchange Commission on Form N-SAR that pertain to
each Fund, and coordinate and file such reports; supply financial data for the
Trust's filings with the SEC to update its registration statement on Form N-1A;
compile data for and prepare for execution by the Trust those portions of the
Trust's federal and state tax returns and required tax filings that pertain to
each Fund and to file such returns and filings when completed (other than those
filings required to be made by the Trust's custodian and transfer agent);
prepare compliance filings pursuant to state securities laws with the advice of
the Trust's counsel; prepare those portions of the Trust's Annual and Semiannual
Reports to shareholders that pertain to each Fund, and coordinate and file such
reports; compile data for, prepare, and file timely notices to the Securities
and Exchange Commission required with respect to the
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registration of each Fund's shares pursuant to Rule 24f-2 under the 1940 Act,
and generally assist in all aspects of the Funds' operations; including
coordination of the activities of the Trust's other service providers.
BISYS also agrees, with respect to each Fund, to review the Fund's
compliance with the requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), and the Fund's compliance with the requirements
of Section 817(h) of the Code and to report the findings of its review to the
investment adviser of the Fund. BISYS shall conduct such reviews from time to
time as it shall deem appropriate and in the case of the review of compliance
with Section 817(h) of the Code, no less frequently than quarterly.
BISYS also agrees to maintain office facilities for the Trust (which
may be at the offices of BISYS or a corporate affiliate and which shall be in
such location as BISYS may reasonably determine) and to supervise all
administrative aspects of the Funds' operations except those performed by the
Funds' investment adviser under its Investment Advisory Agreement.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
BISYS hereby agrees that all records which it maintains for the Trust are the
property of the Trust, and further agrees to surrender promptly to the Trust any
of such records upon the Trust's request. BISYS further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act, except for those records which
are to be maintained for the Fund by its investment adviser.
2. DELEGATION OF DUTIES. Notwithstanding any other provision of this
Agreement to the contrary, BISYS may, at its discretion, delegate, assign or
subcontract any of the duties, responsibilities and services governed by this
Agreement, to its parent company, whether or not by formal written agreement, or
to a third party. BISYS shall, however, retain ultimate responsibility to the
Trust and shall implement such reasonable procedures as may be necessary for
assuring that any duties, responsibilities or services so assigned,
subcontracted or delegated are performed in conformity with the terms and
conditions of this Agreement.
3. FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services
provided and expenses assumed with respect to the Funds, the Trust will pay
BISYS a monthly fee as set forth on Schedule A hereto.
BISYS will from time to time employ or associate with itself such
person or persons as BISYS may believe to be particularly fitted to assist it in
the performance of this Agreement. Such person or persons may be officers and
employees who are employed by both BISYS and the Trust. The compensation of such
person or persons shall be paid by BISYS and no obligation will be incurred on
behalf of the Trust in such respect.
BISYS will bear all expenses in connection with the performance of its
services under this Agreement. Other expenses to be incurred in the operation of
the Funds including taxes, interest, brokerage fees and commissions, if any,
fees of trustees who are not officers, directors,
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stockholders or employees of BISYS, or of the Funds' investment adviser or
distributor, Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory and administration fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance premiums,
outside auditing and legal expenses, costs of maintenance of corporate
existence, typesetting and printing of prospectuses for regulatory purposes and
for distribution to shareholders of the Funds, cost of shareholders' reports and
corporate meetings and any extraordinary expenses will be borne by the Funds,
provided, however, that the Funds will not bear, directly or indirectly, the
cost of any activity which is primarily intended to result in the distribution
of Fund shares.
If in any fiscal year the aggregate expenses of a Fund (as defined
under the securities regulations of any state having jurisdiction over such
Fund) exceed the expense limitations of any such state, BISYS will reimburse
such Fund for 100 percent of such excess expense. The expense reimbursement
obligation of BISYS is limited to the amount of its fees hereunder for such
fiscal year, PROVIDED, HOWEVER, that notwithstanding the foregoing, BISYS shall
reimburse a Fund for such excess expense regardless of the amount of fees paid
to it during such fiscal year to the extent that the securities regulations of
any state having jurisdiction over the Fund so require. Such expense
reimbursement, if any, will be estimated, reconciled, and paid on a monthly
basis.
4. PROPRIETARY INFORMATION. BISYS agrees on behalf of itself and its
employees to treat as proprietary information of the Trust all records and other
information relative to the Trust and prior, present or potential shareholders,
and not to use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld and will be deemed granted
where BISYS may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
5. LIMITATION OF LIABILITY. BISYS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except for a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of BISYS in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Further, notwithstanding its
agreement hereunder to conduct reviews of each Fund's compliance with the
requirements of Subchapter M and Section 817(h) of the Code, BISYS shall not
bear any responsibility for any Fund's failure to comply with such requirements.
In the event of willful misfeasance, bad faith or gross negligence by BISYS in
the performance of such compliance reviews or reckless disregard by it of its
obligation to conduct such reviews, BISYS' liability shall be limited to
$1,000.00 per occurrence. Any person, even though also an officer, employee, or
agent of BISYS, who may be or become an officer, trustee, employee or agent of
the Trust, shall be deemed, when rendering services of the Trust or acting on
any business of the Trust (other than services or business in connection with
BISYS' duties as administrator hereunder), to be rendering such
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services to or acting solely for the Trust and not as an officer, employee, or
agent or one under the control or direction of BISYS even though paid by them.
6. TERM. This Agreement shall become effective as of the date first
above written and, unless sooner terminated as provided herein, shall continue
until December 31, 1999, and thereafter shall continue automatically for
successive five-year periods, PROVIDED, such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Trust's Board of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trust's Board of Trustees or by the vote of a majority
of the outstanding voting securities of the affected Fund. Notwithstanding the
foregoing, this Agreement may be terminated as to any Fund at any time without
the payment of any penalty, by the Trust by the vote of the Trust's Board of
Trustees, or by the vote of a majority of the outstanding voting securities of
the Fund, or by BISYS, on ninety days' written notice. (As used in this
Agreement, the terms "majority of the outstanding voting securities" and
"interested person" shall have the same meaning as such terms in the 1940 Act.)
This Agreement shall be governed by the laws of the State of Ohio.
7. NAMES. The names "The Parkstone Advantage Fund" and "Trustees of the
Parkstone Advantage Fund" refer respectively to the Trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated May 18, 1993, which is hereby referred
to and a copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of "The Parkstone Advantage Fund" entered into in the name or on
behalf thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, or representatives of the Trust personally, but bind
only the Trust Property, and all persons dealing with any class of shares of the
Trust must look solely to the Trust Property belonging to such class for the
enforcement of any claims against the Trust.
8. COUNTERPARTS. This Agreement 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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE PARKSTONE ADVANTAGE FUND
By: /s/ Xxxxxx X. Xxxxxxxx
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Its: President
BISYS FUND SERVICES, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Executive Vice President
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED JULY 1, 1996
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THE PRIME OBLIGATIONS FUND, THE EQUITY FUND, THE SMALL CAPITALIZATION FUND,
THE INTERNATIONAL DISCOVERY FUND AND THE BOND FUND
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Average Daily Net Assets Compensation
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Up to $1 billion 0.200% of Average Daily Net Assets
As compensation for the services to be rendered by BISYS pursuant to this
Agreement, the Trust shall pay BISYS an annual fee based on the fee schedule set
forth above and the average daily closing value of the net assets of each Fund.
Such fee shall be calculated daily and payable monthly. In the event that the
average daily net assets of the Trust exceed $1 billion, the parties intend to
review the level of compensation payable to BISYS for administration services.
THE PARKSTONE ADVANTAGE FUND BISYS FUND SERVICE, L.P.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Its: President Its: Executive Vice President
Date: July 1, 1996 Date: July 1, 1996
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