Exhibit (h)(2)
AMENDMENT NO. 1 TO
MASTER SERVICES AGREEMENT
AMENDMENT NO. 1 made as of the 1st day of December, 2004, between LEVCO
SERIES TRUST (the "Trust"), a Delaware business trust having its principal place
of business at Xxx Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000 and BISYS FUND SERVICES
OHIO, INC ("BISYS"), a Delaware corporation having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, to that certain Master
Services Agreement dated March 1, 2004, as amended (the "Agreement"), under
which BISYS performs certain management and administration services for the
Trust. All capitalized terms used but not defined herein shall have the meaning
given to them in the Agreement.
WHEREAS, the Agreement provides that BISYS shall perform such additional
services as are mutually agreed upon in writing by the parties;
WHEREAS, the Trust desires that BISYS perform certain additional services
for the Trust;
WHEREAS, BISYS is willing to perform the services enumerated in this
Amendment on the terms and conditions set forth in this Amendment; and
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 perform the
services enumerated herein on behalf of the Trust, and to supplement and clarify
certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the covenants herein contained, the
Trust and BISYS hereby agree as follows:
1. Service Provider Program
BISYS will provide the following additional services to assist the Trust
in connection with its obligations under Rule 38a-1 of the Investment Company
Act of 1940, as amended ("Rule 38a-1"):
(a) Perform risk-based testing and an annual assessment of the compliance
procedures of each BISYS service group (i.e., transfer agency, fund accounting,
administration) that provides services to the Trust and of any BISYS affiliate
acting as the Trust's distributor.
(b) Provide information reasonably requested by the Board of Trustees (the
"Board") in connection with the Board's determination regarding the adequacy and
effectiveness of the compliance procedures described in (a) above.
(c) Provide reports to the Trust's Chief Compliance Officer regarding the
risk-based testing and annual assessment described in (a) above.
(d) Maintain appropriate records for the Trust to reflect the services set
forth above in accordance with Rule 38a-1 and as more fully set forth herein.
2. Fees
In addition to all fees, expenses and miscellaneous fees or charges
provided for under the Agreement, BISYS shall be entitled to receive from the
Trust the amounts set forth on Schedule A hereto, reflecting the amounts charged
by BISYS for the performance of services.
3. Information to be Furnished by the Trust
(a) The Trust has furnished or shall promptly furnish to BISYS copies of
the Trust Compliance Policies and Procedures, as amended and current as of the
date of this Agreement.
(b) The Trust shall furnish BISYS written copies of any amendments to, or
changes in, any of the items referred to in (a) above, forthwith upon such
amendments or changes becoming effective. In addition, the Trust agrees that no
amendments will be made to the Trust Compliance Polices and Procedures which
might have the effect of changing the procedures employed by BISYS in providing
the services agreed to hereunder or which amendment might affect the duties of
BISYS hereunder unless the Trust first obtains BISYS's approval of such
amendments or changes, which approval shall not be withheld unreasonably.
(c) BISYS may rely on all documents furnished to it by the Trust and its
agents in connection with the services to be provided under this Agreement,
including any amendments to or changes in any of the items to be provided by the
Trust pursuant to (a) above.
4. 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.
5. 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 Agreement or any provisions of the Agreement 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
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construed as a reference to the Agreement as separately amended by this
Amendment. Except as provided in this Amendment, the provisions of the Agreement
remain in full force and effect (including, without limitation, the term of the
Agreement). 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.
(e) IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed all as of the day and year first above written.
LEVCO SERIES TRUST
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Secretary
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Naddoff
---------------------------------------
Name: Xxxx Naddoff
Title: President
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SCHEDULE A
TO AMENDMENT NO. 1 TO THE
MASTER SERVICES AGREEMENT
BETWEEN LEVCO SERIES TRUST
AND BISYS FUND SERVICES OHIO, INC.
DATED _________________
FEES
GENERAL
The fees set forth below are an aggregate fee covering services to the Trust.
The fees shall be billed monthly.
All recurring fees set forth below shall be subject to adjustment annually
commencing on the one-year anniversary of the date of this Agreement by no more
than the percentage increase in consumer prices for services as measured by the
United States Consumer Price Index entitled "All Services Less Rent of Shelter"
or a similar index should such index no longer be published.
SERVICE PROVIDER PROGRAM
$10,000 per annum
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