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Exhibit 9(a)
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT made as of the 1st day of January, 1995, by and
between THE PARKSTONE GROUP OF FUNDS, a Massachussetts business trust (the
"Group"), and The Winsbury Company Limited Partnership, d/b/a The Winsbury
Company, an Ohio limited partnership (the "Administrator" ).
WHEREAS, the Group is an open-end management investment company which has
filed a registration statement (the "Registration Statement" ) under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933.
WHEREAS, the Group is comprised of several separate investment portfolios;
and
WHEREAS, the Group desires to avail itself of the services, information,
advice, assistance and facilities of the Administrator in performing services
for the portfolios indicated on Schedule A to this Agreement (the "Funds"); and
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set
forth, it is agreed as follows:
1. Appointment of the Administrator. The Group hereby appoints the
Administrator to assist in supervising all aspects of the operations of the
Funds except those performed by the investment adviser for the Group under its
Investment Advisory Agreements, the custodians for the Group under its
custodian agreements, the transfer agent for the Group under its Transfer
Agency Agreement and the fund accountant for the Group under its Fund
Accounting Agreement, subject to the control and direction of the Group's Board
of Trustees, for the period and on the terms hereinafter set forth. The
Administrator hereby accepts such appointment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided.
2. Services as Administrator. Administrator will maintain office facilities
(which may be in the offices of Administrator or an affiliate but shall be in
such location as the Group shall reasonably determine); furnish statistical and
research data, clerical and certain bookkeeping services and stationery and
office supplies; prepare the periodic reports to the Securities and Exchange
Commission (the "Commission") on Form N-SAR or any replacement forms therefor;
compile data for, prepare for execution by the funds and file all the Funds'
federal and state tax returns and required tax filings other than those
required to be made by the Funds' custodian and transfer agent; prepare
compliance filings pursuant to state securities laws with the advice of the
Group's counsel; assist to the extent requested by the Group with the Group's
preparation of its Annual and Semi-Annual Reports to Shareholders and its
Registration Statements (on Form N-1A or any replacement therefor); compile
data for, prepare and file timely Notices to the Commission required pursuant
to Rule 24f-2 under the 1940 Act; keep and maintain the financial accounts and
records of the Funds, including calculation of daily expense accruals; in the
case of the money market funds, determine the actual variance from $1.00 of the
Fund's net asset value per share; and generally assist in all aspects of the
operations of the Funds. In compliance with the requirements of Rule 31a-3
under the 1940 Act, Administrator hereby agrees that all records which it
maintains for the Group are the property of the Group and further agrees to
surrender
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promptly to the Group any of such records upon the Group's request.
Administrator 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. The Administrator may delegate some or all of its
responsibilities under this Agreement to one or more sub-administrators.
3. Fees and Expenses. In consideration of services rendered pursuant to this
Agreement, each of the Funds will pay to the Administrator on the first
business day of each month, or at such time(s) as Administrator shall request
and the parties hereto shall agree, a fee computed daily and paid as specified
below equal to the lesser of (a) the fee calculated at the applicable annual
rate of the value of each Fund's average daily net assets set forth in Schedule
A hereto or (b) such other fee as may from time to time be agreed upon in
writing by the Group and the Administrator. If the Administrator shall serve
for less than the whole of any month, the foregoing compensation shall be
prorated. For the purpose of determining fees payable to the Administrator, the
value of each Fund's net assets shall be computed at the times and in the
manner specified in the Group's Registration Statement.
Administrator will from time to time employ or associate with itself such
person or persons as Administrator may believe to be particularly fitted to
assist it in the performance of this Agreement. Such person or persons may be
partners, officers, or employees who are employed by both the Administrator or
the Group. The compensation of such person or persons shall be paid by
Administrator and no obligation may be incurred on behalf of the Funds in such
respect. 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 partners, officers, directors, shareholders or employees of
Administrator or investment adviser or distributor of the Funds, Commission
fees and state Blue Sky qualification and renewal fees and expenses, investment
advisory fees, custodian fees, transfer and dividend disbursing agents' fees,
fund accounting fees including pricing of portfolio securities, certain
insurance premiums, outside auditing and legal expenses, costs of maintenance
of corporate existence, typesetting and printing prospectuses for regulatory
purposes and for distribution to current Shareholders of the Funds, costs of
Shareholders' and Trustees' reports and meetings and any extraordinary expenses
will be borne by the Funds.
4. Expense Reimbursement. If in any fiscal year the aggregate expenses of a
particular Fund (as defined under the securities regulations of any state
having jurisdiction over the Group) exceed applicable limits under state
securities regulations or are in excess of any voluntary expense limitations
set forth in the Group's current Registration Statement, the Administrator
shall reimburse such Fund for a portion of such excess expenses equal to such
excess expense multiplied by the ratio of the fees respecting such Fund
otherwise payable to the Administrator hereunder and to the First of America
Investment Corporation under the Investment Advisory Agreement for such Fund.
The expense reimbursement obligation of the Administrator is limited to the
amount of its fees hereunder for such fiscal year, provided, however, that
notwithstanding the foregoing, Administrator shall reimburse a particular Fund
for such proportion of such excess expenses regardless of the amount of fees
paid to it during such fiscal year to the extent the securities regulations of
any state having jurisdiction of the Group so require. Such expense
reimbursement, if any, will be estimated daily and reconciled and paid on a
monthly basis.
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5. Proprietary and Confidential Information. Administrator agrees on behalf
of itself and its partners and employees to treat confidentially and as
proprietary information of the Group all records and other information relative
to the Group 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 where Administrator 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
Group.
6. Liability. Administrator, in rendering its services hereunder, agrees to
use its best judgment and efforts, and the Group agrees that Administrator
shall not be liable hereunder for any error of judgment or mistake of law or
for any loss suffered by the Funds 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 Administrator in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement. Any person, even though also a partner, employee, or agent of
Administrator, who may be or become an officer, Trustee, employee, or agent of
the Group or the Funds shall be deemed, when rendering services to the Group or
the Funds, or acting on any business of that party, to be rendering such
services to or acting solely for that party and not as a partner, employee, or
agent or one under the control or direction of Administrator even though paid
by it.
7. Limitation of Group's Liability. The Administrator acknowledges that it
has received notice of and accepts the limitations upon the Group's liability
set forth in its Declaration of Trust. The Administrator agrees that any of the
Group's obligations shall be limited to the assets of the Funds and that the
Administrator shall not seek satisfaction of any such obligation from the
shareholders of the Group nor from any Trustee, Group employee or agent of the
Group.
8. Duration, Renewal and Termination. This Agreement shall become effective
as of the date first written above and, unless sooner terminated as provided
herein, shall continue until December 31, 1999 and thereafter shall be renewed
for successive five-year terms, unless written notice not to renew is given by
the non-renewing party to the other party at least 60 days prior to the
expiration of the then-current term. This Agreement is terminable with respect
to a particular Fund only upon mutual agreement of the parties hereto or for
"cause" (as defined below) by the party alleging "cause," in either case on not
less than 60 days' notice by the Group's Board of Trustees or by Administrator.
For purposes of this Agreement, "cause" shall mean (a) willful misfeasance,
bad faith, gross negligence, or reckless disregard on the part of either party
with respect to its obligations and duties set forth herein; (b) a final,
unappealable judicial, regulatory or administrative ruling or order in which
either party has been found guilty of criminal or unethical behavior in the
conduct of its business; (c) the dissolution or liquidation of either party or
other cessation of business other than a reorganization or recapitalization of
such party as an ongoing business; financial difficulties on the part of either
party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, aswer, consent, or acquiescence in, a
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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 (e) any
circumstance which substantially impairs the performance of either party's
obligations and duties as contemplated herein.
9. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent applicable law of the State of Ohio, or any of the
provisions herein, conflict with applicable provisions of the 1940 Act, the
latter shall control.
10. Names. The names "The Parkstone Group of Funds" and "Trustees of the
Parkstone Group of Funds" refer respectively to the Trust created and the
Trustees, as trustees but no individually or personally, acting from time to
time under an Agreement and Declaration of Trust dated March 25, 1987 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 the principal office of the
Trust. The obligations of "The Parkstone Group of Funds" 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 property of the Trust, and all persons dealing with any class of
shares of the Trust must look solely to the property of the Trust belonging to
such class for the enforcement of any claims against the Trust.
11. Miscellaneous. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof. Each
party agrees to perform such further actions and execute such further documents
as are necessary to effectuate the purposes hereof. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in several counterparts, all of which together shall
for all purposes constitute one Agreement, binding on all parties.
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IN WITNESS HEREOF, the parties have duly executed this Agreement as of the
date first written above.
THE PARKSTONE GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Its: President
THE WINSBURY COMPANY LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its: Executive Vice President
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Dated: January 1, 1995
SCHEDULE A
To the Administration Agreement
between The Parkstone Group of Funds and
The Winsbury Company Limited Partnership
NAME OF FUND DATE COMPENSATION
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Parkstone Prime Obligations, January 1, 1995 Annual Rate of twenty one-
U.S. Government Obligations, hundredths of one percent
Tax-Free, Treasury, Municipal (0.20%) of each such Fund's
Investor, Equity, Small average daily net assets
Capitalization, High Income
Equity, International
Discovery, Bond, Limited
Maturity Bond, Intermediate
Government Obligations,
Municipal Bond, U.S.
Government Income, Michigan
Municipal Bond and Balanced
Funds
THE PARKSTONE GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Its: President
THE WINSBURY COMPANY LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its: Executive Vice President
