Exhibit 23 (h-8)
SUB-ADMINISTRATION AGREEMENT
THIS SUB-ADMINISTRATION AGREEMENT ("Agreement") is made as of July 1, 2006
among PACIFIC CAPITAL FUNDS (the "Trust"), a Massachusetts business trust
registered with the Securities and Exchange Commission (the "Commission") as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"), BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio
corporation having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, XX 00000 and BANK OF HAWAII ("Administrator"), a Hawaii banking
corporation with its principal office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx
00000.
WHEREAS, Administrator has entered into an Administration Agreement of even
date herewith (the "Administration Agreement") with the Trust; and
WHEREAS, BISYS previously served as the administrator to the Trust pursuant
to an administration agreement between the Trust and BISYS, as amended, and
Administrator previously provided certain sub-administration services to the
Trust pursuant to a sub-administration agreement between BISYS and
Administrator, which agreements were terminated by the parties effective as of
June 30, 2006; and
WHEREAS, pursuant to the Administration Agreement, Administrator has agreed
to provide certain administration services for the Trust and the underlying
investment portfolios of the Trust (each individually referred to in this
Agreement as a "Fund" and collectively as the "Funds");
WHEREAS, the Trust desires to retain BISYS to perform certain
administration services for the Funds; and
WHEREAS, BISYS is willing to perform such services, and the Trust is
willing to retain BISYS, on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
hereinafter contained, the Trust, Administrator and BISYS agree as follows:
1. Retention of BISYS.
(a) The Trust hereby appoints BISYS, subject to the supervision,
direction and control of Administrator and to the supervision, direction and
control of the Trust's board of trustees (the "Board"), to furnish the Funds
with the services described in Schedule A to this Agreement (the "Services") in
accordance with the service standards set forth in Schedule D.
(b) The Trust hereby represents and warrants to BISYS and
Administrator that this Agreement has been disclosed to, and approved by, the
Board.
(c) With the prior approval of the Trust and Administrator, BISYS may
utilize agents and/or subcontractors ("Sub-Agents") to perform some or all of
BISYS' obligations under this Agreement; provided, however, that BISYS shall be
fully responsible for the acts of each such Sub-Agent and shall not be relieved
of any of its obligations under this Agreement by the appointment of a
Sub-Agent.
2. Allocation of Charges and Expenses.
(a) BISYS shall furnish at its own expense the executive, supervisory
and clerical personnel necessary to perform its obligations under this
Agreement. BISYS shall also provide the items which it is obligated to provide
under this Agreement, and shall pay all compensation, if any, of officers and
trustees of the Trust who are affiliated persons of BISYS or any affiliated
person of BISYS; provided, however, that unless otherwise specifically provided,
BISYS shall not be obligated to pay the compensation of any other employee of
the Trust retained by the Trust to perform services on behalf of the Trust.
Administrator will perform all services required to be performed by it under the
Administration Agreement, except those services as are required to be performed
by BISYS under this Agreement.
(b) The parties agree and acknowledge that pursuant to the
Administration Agreement the Trust has undertaken to pay or cause to be paid all
expenses of the Trust not otherwise allocated to Administrator under the
Administration Agreement or to BISYS under this Agreement, including, without
limitation, organization costs, taxes, expenses for legal and auditing services,
the expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material
and notices to existing shareholders, all expenses incurred in connection with
issuing and redeeming shares, the costs of custodial services, the cost of
initial and ongoing registration of the shares under Federal and state
securities laws, fees and out-of-pocket expenses of trustees who are not
affiliated persons of Administrator or any affiliated person of Administrator,
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisors as set
forth in its investment advisory agreements with the Trust.
3. Compensation of BISYS.
(a) In consideration of BISYS' performance of the Services, the Trust
will pay BISYS the fees set forth on Schedule B to this Agreement. In addition
to such fees and except as otherwise provided in this Agreement, the Trust will
reimburse BISYS for all of its reasonable out-of-pocket expenses (for which no
xxxx-up for BISYS overhead shall be included) incurred in providing the
Services, including, but not limited to, travel and lodging expenses incurred by
officers and employees of BISYS in connection with attendance at (i) Board
meetings and (ii) any other meetings for which such attendance is requested or
agreed upon by the parties.
(b) If this Agreement becomes effective subsequent to the first day of
a month
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or terminates before the last day of a month, BISYS' compensation for that part
of the month in which this Agreement is in effect shall be prorated in a manner
consistent with the calculation of the fees as set forth above. Payment of
BISYS' compensation for the preceding month shall be made promptly.
(c) In the event that BISYS is requested or authorized by the
Administrator or is required by governmental regulation, summons, subpoena,
investigation, examination or other legal or regulatory process to produce
documents or personnel with respect to services provided by BISYS to the
Administrator or any Fund, the Trust will, so long as BISYS is not the subject
of the investigation or proceeding in which the information is sought, pay BISYS
for its professional time (at its standard billing rates) and reimburse BISYS
for its out-of-pocket expenses (including reasonable attorneys fees) incurred in
responding to such requests or requirements.
(d) All rights of compensation under this Agreement for services
performed as of the termination date shall survive the termination of this
Agreement.
4. Indemnification and Limitation of Liability of the Trust, BISYS and
Administrator.
(a) The duties of BISYS shall be confined to those expressly set forth
in this Agreement, and no implied duties are assumed by or may be asserted
against it under this Agreement. BISYS shall use reasonable professional
diligence to ensure the accuracy of all services performed under this Agreement,
but shall not be liable to the Trust or Administrator for any error of judgment
or mistake of law or for any loss arising out of any act or omission in carrying
out its duties under this Agreement, except a loss resulting from its willful
misfeasance, bad faith or negligence in the performance of its duties, or by
reason of its reckless disregard of its obligations and duties under this
Agreement, except as may otherwise be provided under provisions of applicable
law which cannot be waived or modified by this Agreement. As used in this
Section 4, the term "BISYS" shall include directors, officers, employees and
other agents of BISYS as well as BISYS itself, to the extent such persons'
conduct relates to the performance of the Services under this Agreement. Any
officer, director, employee or agent of BISYS who is or who becomes an officer,
trustee, director, employee or agent of the Trust shall be deemed, when engaged
in rendering the Services under this Agreement in such capacity, to be rendering
services directly to or for the Trust, and shall not be deemed to be acting as
an officer, director, employee or agent or one under the control or direction of
Administrator or BISYS.
(b) Except as provided in Section 3(c) of this Agreement, so long as
BISYS acts in good faith and without negligence, willful misfeasance or reckless
disregard of its obligations and duties under this Agreement, the Trust shall
indemnify BISYS and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of BISYS' actions or omissions with respect
to the performance of the Services.
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(c) Except as provided in Section 4(d), BISYS shall indemnify the
Trust and Administrator and hold each of them harmless from and against any and
all actions, suits and claims, whether groundless or otherwise, and from and
against any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) (collectively, "Losses") arising directly or indirectly
out of BISYS' actions or omissions involving BISYS' negligence, bad faith,
willful misfeasance or reckless disregard of its obligations and duties under
this Agreement. It is understood that if either the Trust or Administrator
suffers a Loss for which BISYS is obligated to indemnify such party, BISYS shall
not be obligated to indemnify also the other party for such same Loss, and if
BISYS assumes the defense, BISYS shall be entitled to utilize the same counsel
to represent both the Trust and Administrator, subject to the reasonable
approval of Trust and Administrator.
(d) Except as provided in Section 4(c), Administrator shall indemnify
BISYS and hold it harmless from and against any and all Losses arising directly
or indirectly out of Administrator's actions or omissions involving
Administrator's negligence, bad faith, willful misfeasance or reckless disregard
of its obligations, duties, instructions and supervisions under this Agreement.
(e) The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited, subject to the agreement that amounts so advanced must be
returned to the extent that indemnification is ultimately found not to be
merited. In order that the indemnification provisions contained herein shall
apply, however, it is understood that if in any case a party may be asked to
indemnify or hold the other party harmless, the indemnifying party shall be
fully and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnified party will use all
reasonable care to identify and notify the indemnifying party promptly
concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification against the indemnifying party,
but failure to do so in good faith shall not affect the rights hereunder except
to the extent the indemnifying party is materially prejudiced thereby.
As to any matter eligible for indemnification, an indemnified party
shall act reasonably and in accordance with good faith and not effect any
settlement or confess judgment without the consent (not to be unreasonably
withheld or delayed) of the indemnifying party, and an indemnifying party shall
not effect a settlement or confess judgment without the consent (not to be
unreasonably withheld or delayed) of the indemnified party unless the
indemnifying party obtains a full written release of all claims asserted and
with no obligations on the indemnified party.
The indemnifying party shall be entitled to participate at its own
expense, or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnify provision. If the indemnifying
party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by it and reasonably satisfactory to the indemnified
party, whose approval shall not be unreasonably withheld. In the event that the
indemnifying party elects to assume the defense of any suit and retain counsel,
the indemnified
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party shall bear the fees and expenses of any additional counsel retained by it.
If the indemnifying party does not elect to assume the defense of suit, it will
reimburse the indemnified party for the reasonable fees and expenses of any
counsel retained by the indemnified party. The indemnity and defense provisions
set forth herein shall indefinitely survive the termination of this Agreement.
(f) BISYS may apply to Administrator at any time for instructions and
may consult with counsel for Administrator and/or the Trust with respect to any
matter arising in connection with BISYS' duties, and BISYS shall not be liable
nor accountable for any action taken or omitted by it in good faith in
accordance with such instruction or with the opinion of such counsel. BISYS
shall notify Administrator at any time BISYS believes that it is in need of the
advice of outside counsel (other than counsel in the regular employ of BISYS or
any affiliated companies) with regard to BISYS' responsibilities and duties
pursuant to this Agreement. After so notifying Administrator, BISYS, at its
discretion, shall be entitled to seek, receive and act upon advice of outside
legal counsel of its choosing, such advice to be at the expense of the Trust
unless relating to a matter involving BISYS' willful misfeasance, bad faith,
negligence or reckless disregard of BISYS' obligations and duties under this
Agreement.
(g) In performing the Services, BISYS may rely conclusively upon the
terms of the Prospectuses and Statement of Additional Information of the Trust
relating to the Funds, as well as the minutes of Board meetings (if applicable)
and other records of the Trust, unless BISYS receives written instructions to
the contrary in a timely manner from the Trust or Administrator. BISYS shall be
protected in acting upon any document which it reasonably believes to be genuine
and to have been signed or presented by the proper person or persons. BISYS will
not be held to have notice of any change of authority of any officers, employees
or agents of the Trust until receipt of written notice thereof from the Trust or
Administrator.
(h) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL BISYS, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL,
INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES, OR FOR LOST PROFITS OR
LOST REVENUE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES,
REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY
ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Activities of BISYS.
The services of BISYS to be rendered under this Agreement are not to
be deemed to be exclusive. BISYS is free to render such services to others and
to have other businesses and interests. It is understood that trustees,
directors, officers, employees and shareholders of the Trust are or may be or
become interested in BISYS as officers, employees or otherwise and that
directors, officers and employees of BISYS and its counsel are or may be or
become similarly interested in the Trust, and that BISYS may be or become
interested in the Trust as a shareholder or otherwise.
6. Duration of this Agreement.
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(a) This Agreement shall become effective upon the date hereof, and
shall continue in effect until December 31, 2009 (the "Initial Term").
Thereafter, unless otherwise terminated as provided herein, this Agreement shall
be renewed automatically for successive one year periods ("Rollover Periods").
This Agreement may be terminated only (i) by provision of a notice of nonrenewal
in the manner set forth below, (ii) by mutual agreement of the parties, (iii)
for "cause," as defined below, upon the provision of sixty (60) days advance
written notice by the party alleging cause or (iv) subject to (d) below, with
respect to a particular Fund, by the merger, dissolution or reorganization of a
Fund such that the provision of the Services to that Fund is no longer
necessary. Written notice of nonrenewal must be provided at least ninety (90)
days prior to the end of the Initial Term or any Rollover Period, as the case
may be. This Agreement shall terminate automatically upon the termination of the
Administration Agreement. BISYS expressly agrees and acknowledges that the
exercise by Administrator of any rights it may have under the Administration
Agreement, including, in particular, any rights Administrator may have from time
to time to terminate the Administration Agreement, shall not be restricted or
limited in any manner by this Agreement; however, Administrator and the Trust
expressly agree and acknowledge that a termination of the Administration
Agreement shall not relieve the Trust of its obligations to make the one time
cash payment to BISYS under Subsection (d) below.
(b) As indicated above, this Agreement may be terminated for "cause."
For these purposes, "cause" shall mean (i) a material breach of this Agreement
that has not been remedied for 30 days following written notice of such breach
from the non-breaching party; (ii) 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;
(iii) the Board, upon a vote of the independent trustees, reasonably determines
that continued association with BISYS will be materially damaging to the Funds
as a result of regulatory matters with respect to BISYS arising after the date
of this Agreement; or (iv) 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. For purposes of this
definition of "cause," a material breach shall include, but not be limited to,
any failure on the part of the Trust to pay the fees due and payable to BISYS
pursuant to Section 3 of this Agreement within 60 days following the due date;
provided, however, that BISYS shall not terminate this Agreement based solely
upon a failure to pay an amount to BISYS which is the subject of a good faith
dispute, if (x) the Trust is attempting in good faith to resolve such dispute
with as much expediency as may be possible under the circumstances, and (y) the
Trust continues to perform its obligations hereunder in all other material
respects (including paying all fees and expenses not subject to reasonable
dispute hereunder).
(c) Fees and out-of-pocket expenses incurred by BISYS but unpaid by
the Trust and the Administrator upon termination shall be immediately due and
payable upon and notwithstanding such termination. BISYS shall be entitled to
collect from the Trust and the Administrator, in addition to the fees and
disbursements provided by Article 3 hereof, the amount of all BISYS' cash
disbursements in connection with BISYS' activities in effecting such
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termination, including without limitation, the delivery to the Trust and/or its
distributor or investment adviser and/or other parties of the Trust's property,
records, instruments and documents.
(d) Subject to paragraph (f), if, for any reason (including, without
limitation, termination of the Administration Agreement) other than (i)
non-renewal, (ii) mutual agreement of the parties or (iii) "cause" for
termination of BISYS hereunder, BISYS' services are terminated hereunder, BISYS
is replaced as sub-administrator, or if a third party is added by Administrator
or the Trust to perform all or a material part of the Services, then the Trust
shall make a one-time cash payment, in consideration of the fee structure and
services to be provided under this Agreement, and not as a penalty, to BISYS
equal to the balance that would be due BISYS for its services hereunder during
(x) the next 6 months or (y) if less than 6, the number of months remaining in
the then-current term of this Agreement, assuming for purposes of the
calculation of the one-time payment that the fees that would be earned by BISYS
for each month shall be based upon the average net asset values of the Trust and
fees payable to BISYS monthly during the 12 months prior to the date that
services terminate, BISYS is replaced or a third party is added. The one-time
cash payment referenced above shall be due and payable on the day prior to the
first day in which services are terminated, BISYS is replaced or a third party
is added.
(e) Notwithstanding the foregoing, following any termination, in the
event that BISYS in fact continues to perform any one or more of the services
contemplated by this Agreement with the consent of the Trust and the
Administrator, the provisions of this Agreement, including without limitation
the provisions dealing with indemnification, shall continue in full force and
effect.
(f) In the event the Trust or any Fund is merged into another legal
entity in part or in whole pursuant to any form of business reorganization or is
liquidated in part or in whole prior to the expiration of the then-current term
of this Agreement, the parties acknowledge and agree that the liquidated damages
provision set forth above shall be applicable in those instances in which BISYS
is not retained to provide sub-administration services consistent with this
Agreement, including the level of assets subject to such services.
Notwithstanding the foregoing, up to two (2) Funds of the Trust may be
completely liquidated in any given year without incurring liquidated damages,
but only if the liquidation occurs for legitimate economic or regulatory
reasons, rather than pursuant to any express or tacit plan, understanding or
arrangement whereby the assets of the Fund are designed or intended to migrate,
directly or indirectly, to another investment company or other investment
vehicle.
(g) The parties further acknowledge and agree that, in the event
services are terminated, BISYS is replaced, or a third party is added, as set
forth above, (i) a determination of actual damages incurred by BISYS would be
extremely difficult, and (ii) the liquidated damages provision contained herein
is intended to adequately compensate BISYS for damages incurred and is not
intended to constitute any form of penalty.
7. Assignment.
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This Agreement shall not be assignable by any party without the
written consent of the other parties. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties to this Agreement and their
respective successors and permitted assigns.
8. Amendments.
No provision of this Agreement may be changed, waived, discharged or
terminated, except by an instrument in writing signed by the parties to this
Agreement.
9. Certain Records.
BISYS shall maintain customary records in connection with its duties
as specified in this Agreement. Any records required to be maintained and
preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are
prepared or maintained by BISYS shall be the property of the Trust and will be
made available to or surrendered promptly to Administrator upon its request or
to the Trust upon its request, and/or made available for inspection by the
Commission at reasonable times.
In case of any request or demand for the inspection of such records by
another party, BISYS shall notify Administrator and follow Administrator's
instructions as to permitting or refusing such inspection; provided that BISYS
may exhibit such records to any person in any case where it is advised by
counsel to the Trust that the Trust may be held liable for failure of BISYS to
do so, or BISYS could be held in contempt for failure to do so.
10. Definitions of Certain Terms.
The term "affiliated person," when used in this Agreement, shall have
the meaning specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Commission.
Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
11. Notice.
Any notice required or permitted to be given by a party to the another
party shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, or by nationally recognized overnight courier, addressed by the
party giving notice to the other party at the following address: if to the
Trust, at Pacific Capital Funds, 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxx 00000, Attention: President; or at such other address as such party may
from time to time specify in writing to the other party pursuant to this
Section, if to Administrator, at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxx 00000, Attention: Product Manager, Investment Products Division; and if
to BISYS, at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, Attention: President; or
at such other address as such party may from time to time specify in writing to
the other party pursuant to this Section.
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12. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York, subject to any applicable provisions of the 1940 Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions of this Agreement, conflict with the applicable provisions of the
1940 Act or the rules and regulations thereunder, the latter shall control. The
parties expressly acknowledge that the obligations of the Trust are not binding
upon any of the Trustees, shareholders, officers, agents or employees of the
Trust personally, but bind only the trust property of the Trust.
13. Counterparts.
This Agreement may be executed in two or more counterparts, each of
which when so executed shall be deemed to be an original, but such counterparts
shall together constitute but one and the same instrument.
14. Confidentiality/ Privacy.
BISYS shall keep confidential all books and records relating to the
Fund and its shareholders, except when (i) disclosure is required by law, (ii)
BISYS is advised by counsel that it may incur liability for failure to make a
disclosure, (iii) BISYS is requested to divulge such information by
duly-constituted authorities or court process, (iv) BISYS is requested to make a
disclosure by a shareholder or shareholder's agent with respect to information
concerning an account as to which such shareholder has either a legal or
beneficial interest and a legal right to such information at such time
consistent with the Trust's Declaration of Trust, Prospectus and applicable law,
or (v) as requested or authorized by the Trust or Administrator (including
pursuant to its policies and procedures). BISYS shall provide the Trust with
reasonable advance notice of disclosure pursuant to items (i) - (iii) of the
previous sentence to the extent reasonably practicable.
BISYS acknowledges that nonpublic personal financial information
relating to consumers or customers of the Trust provided by or at the direction
of the Trust to Administrator or BISYS, or collected or retained by
Administrator or BISYS to perform its duties as administrator or
sub-administrator of the Funds, shall be considered confidential information.
BISYS shall not give, sell or in any way transfer such confidential information
to any person or entity, except at the direction of the Trust or Administrator
or as required or permitted by law. BISYS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to consumers or customers
of the Trust. BISYS acknowledges and agrees to comply with the Trust's Statement
of its privacy policies and practices as required by Securities and Exchange
Commission Regulation S-P.
15. Force Majeure
BISYS shall maintain at its expense adequate and reliable computer and
other
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equipment necessary or appropriate to carry out its obligations under this
Agreement. Upon the Trust's or Administrator's reasonable request, BISYS shall
provide supplemental information concerning the aspects of its disaster recovery
and business continuity plan that are relevant to the services provided
hereunder. Notwithstanding the foregoing or any other provision of this
Agreement, BISYS assumes no responsibility and shall not be liable hereunder for
any damage, loss of data, delay or any other loss whatsoever caused by events
beyond its reasonable control. No party to this Agreement will be responsible or
liable for its failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its control, including, without limitation: any interruption, loss or
malfunction of any utility, any transportation service, the Internet, the World
Wide Web, or any other public technology infrastructure; inability to obtain
transportation or a delay in mails; governmental or securities exchange action,
statute, ordinance, rulings, regulations or direction; war, terrorism, strike,
riot, emergency, civil disturbance, vandalism, explosions, freezes, floods,
fires, tornadoes, hurricanes, acts of God or public enemy, revolutions, or
insurrection.
BISYS shall provide the Trust, at such times as the Trust may
reasonably require, copies of reports rendered by independent public accountants
on the internal controls and procedures of BISYS relating to the Services.
16. Prior Agreements
This Agreement constitutes the complete agreement of the parties
hereto as to the subject matter covered by this Agreement, and supersedes all
prior negotiations, understandings and agreements bearing upon the subject
matter covered by this Agreement.
17. Representations and Warranties
Each party hereby represents and warrants to the others that:
(a) It is a corporation or trust, as the case may be, duly
incorporated or formed and validly existing under the laws of the jurisdiction
of its formation, and has full capacity and authority to enter into this
Agreement and to carry out its obligations hereunder;
(b) It has all necessary authorizations, licenses and permits to carry
out its business as currently conducted;
(c) It is in compliance in all material respects with all laws and
regulations applicable to its business and operations; and
(d) This Agreement has been duly authorized by it and, when executed
and delivered by it, will constitute its legal, valid and binding obligation,
enforceable against it in accordance with the terms hereof, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the right and remedies of creditors and secured parties.
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IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement as of the day and year first above written.
BISYS Fund Services Ohio, Inc.
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
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Title: President
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Bank of Hawaii
By: /s/ Xxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxx Xxxx
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Title: Assistant Vice President
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Pacific Capital Funds
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
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Title: President
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SCHEDULE A
SERVICES
BISYS shall:
1. manage expense accruals, expense allocations, budgeting and periodic review
thereof, calculate Trust expenses and control all disbursements for the
Trust.
2. compute the Trust's yields, total return, expense ratios, portfolio
turnover rate and, if required, portfolio average dollar-weighted maturity;
3. prepare, with the assistance of Administrator, investment adviser(s), and
the Fund's officers, (i) the annual update to the Trust's registration
statement on Form N-1A, (ii) other amendments to the Trust's registration
statement and supplements to its Prospectus and Statement of Additional
Information, and (iii) submit the same for review by the Trust and its
counsel and file any of the foregoing with the Commission upon the request
of the Trust or counsel to the Trust;
4. prepare such reports, applications and documents (including reports
regarding the sale and redemption of shares of beneficial interest in the
Trust as may be required in order to comply with Federal and state
securities laws) as may be necessary or desirable to register the shares of
beneficial interest in the Trust ("Shares") with state securities
authorities, monitor the sale of Shares for compliance with state
securities laws, and file with the appropriate state securities authorities
the registration statements and reports for the Trust and the Shares and
all amendments thereto, as may be necessary or convenient to register and
keep effective the registration of the Trust and the Shares with state
securities authorities to enable the Trust to make a continuous offering of
its Shares;
5. coordinate and prepare, with the assistance of the Administrator,
investment adviser(s) and the Funds' officers, drafts of communications to
shareholders of record of the Funds ("Shareholders"), including the annual
and semi-annual reports to Shareholders; coordinate the printing and
distribution of prospectuses, supplements, proxy materials and reports to
Shareholders;
6. prepare and file the certified final versions of shareholder reports on
Form N-CSR;
7. provide proxy support services by (i) attending shareholder meetings and
recording the minutes and (ii) coordinating the solicitation and tabulation
of proxies in connection with the annual meeting of Shareholders each year,
if one is held;
8. administer contracts on behalf of the Trust with, among others, the
investment advisers,
distributor, custodian, transfer agent and fund accountant;
9. calculate dividends and other distributions, ensure that such distributions
are in compliance with applicable income tax, excise tax and other
requirements, and supervise the Trust's transfer agent with respect to the
payment of dividends and other distributions to Shareholders;
10. calculate performance data of the Funds for dissemination to up to six (6)
information services covering the investment company industry;
11. coordinate and supervise the preparation and filing of the Trust's tax
returns;
12. assist with and coordinate layout and printing of the Funds' semi-annual
and annual reports to Shareholders, prospectuses, prospectus supplements,
and proxy statements;
13. assist the Administrator with the design, development, and operation of the
Funds, including new classes, investment objectives, policies and
structure;
14. make available appropriate individuals to serve as officers of the Trust,
upon designation as such by the Board, to serve in ministerial capacities
related to services provided by BISYS as determined by the Board, or to
serve in executive capacities subject to the provisions of Schedule C to
this Agreement and the BISYS policies referred to in such Schedule C;
15. advise the Trust, Administrator and the Board on matters concerning the
Trust, the Funds and their affairs;
16. obtain, maintain and file fidelity bonds and directors and officers/errors
and omissions insurance policies for the Trust at the expense of the Trust
and Funds in accordance with the requirements of Rules 17g-1 and 17d-1(7)
under the 1940 Act, to the extent such bonds and policies are approved by
the Board;
17. monitor and advise the Trust, Administrator and the Funds on the Funds'
regulated investment company status under the Internal Revenue Code of
1986, as amended;.
18. assist the Administrator in examining and reviewing the operations and
performance of the various organizations providing services to the Trust or
any Fund, including, without limitation, the investment advisers,
distributor, custodian, fund accountant, transfer agent, outside legal
counsel and independent public accountants, and at the request of the
Board, report to the Board on the performance of such organizations;
19. prepare and file the Funds' Form N-SAR and file all required notices
pursuant to Rule 24f-2;
20. prepare and file holdings reports on Form N-Q as required at the end of the
first and third
fiscal quarters of each year and prepare and file Form N-PX;
21. maintain organizational records on behalf of the Trust, including, but not
limited to, minute books, Declaration of Trust and By-Laws;
22. assist the Administrator in preparing for and administering Board meetings
of the Trust by (i) coordinating Board book production and distribution,
(ii) subject to review and approval by the Administrator, the Trust and its
counsel, preparing Board agendas, resolutions, and minutes, (iii) providing
appropriate personnel to attend Board meetings and record the minutes of
such meetings, and producing and distributing materials for Board meetings,
including the relevant sections of the Board materials pertaining to the
responsibilities of BISYS, (iv) assisting (including by providing
statistical industry information upon specific request in conjunction with
contract renewals) the Administrator in its role of coordinating special
materials related to annual contract approvals and approval of rule 12b-1
plans and related matters, (v) overseeing and coordinating payment of
Trustee compensation, and (vi) performing such other Board meeting
functions as may be agreed by the parties;
23. prepare and revise Trust policies and procedures, in coordination with the
Administrator, and submit the same for review by the Trust and its counsel;
24. prepare amendments to the Trust's Declaration of Trust and submit the same
for review by the Trust and its counsel; and file such amendments with the
State of Massachusetts;
25. prepare, coordinate and facilitate distribution of trustee/officer
questionnaires, submit the same for review by the Trust and its counsel,
and respond to trustees/officers questions relating thereto;
26. perform necessary administrative services and functions of the Trust and
each Fund to the extent administrative services and functions are not
provided to the Trust or such Fund pursuant to the Trust's or such Fund's
administration agreement, investment advisory agreement, distribution
agreement, custodian agreement, transfer agent agreement or fund accounting
agreement;
27. furnish advice and recommendations with respect to other aspects of the
business and affairs of the Funds as the Trust, Administrator and BISYS
shall determine desirable;
28. provide assistance and guidance to the Administrator, with the
Administrator taking the lead role, with respect to matters governed by or
related to regulatory requirements and developments with respect to the
Trust including: monitoring regulatory and legislative developments which
may affect the Trust, and assisting in strategic planning in response
thereto; assisting the Trust and providing on-site personnel in responding
to and providing documents for routine regulatory examinations or
investigations; and coordinating with and taking instructions from counsel
to the Trust in response to such routine or non-routine regulatory matters.
The assistance to be provided with respect to
SEC inspections includes (i) rendering advice regarding proposed responses,
(ii) compiling data and other information in response to SEC requests for
information, and (iii) communicating with Trust management and portfolio
managers to provide status updates; and,
29. provide appropriate assistance with respect to audits conducted by the
Funds' independent auditors, including compiling data and other information
as necessary.
BISYS shall perform such other services for the Trust that are mutually
agreed upon by the parties from time to time. Such services may include state
securities law exemption services, performing internal audit examinations,
mailing the annual and semi-annual reports of the Funds, preparing an annual
list of Shareholders, and mailing notices of Shareholders' meetings, proxies and
proxy statements, for all of which the Trust will pay such fees as may be
mutually agreed upon, including BISYS' out-of-pocket expenses.
SCHEDULE B
FEES
For the services set forth on Schedule A to this Agreement, the Trust shall
pay to BISYS compensation as follows: (i) at an annual rate of 5.0 basis points
(.05%) of the average daily net assets of the Trust and (ii) $10,000 per annum
for the legal services provided hereunder. The Trust will pay all such
compensation to BISYS monthly.
The Trust shall also reimburse BISYS for its out-of-pocket expenses as set
forth in Section 3(a) of this Agreement, within thirty (30) days of receipt of
BISYS' invoice therefore, in accordance with the terms of this Agreement.
Fixed fees and other fees expressed as stated dollar amounts in this
schedule and in the Agreement shall be subject to increase annually commencing
on the one-year anniversary date of the effective date of this Agreement to
reflect any annual percentage increase in the Consumer Price Index published by
the U.S. Department of Labor.
SCHEDULE C
PROVISIONS APPLICABLE TO INDIVIDUALS
SERVING IN CERTAIN CAPACITIES
The provisions of this Schedule C apply only if BISYS makes available
appropriate individuals to serve as officers of the Trust, upon designation as
such by the Board, to serve in ministerial capacities related to services
provided by BISYS as determined by the Board, or to serve in executive
capacities of the Trust.
To assist the Trust in connection with its obligations under Sections 302
and 906 of the Sarbanes Oxley Act of 2002 and Rule 30a-2 under the 1940 Act
(collectively, with such other related regulatory provisions applicable to the
Trust, "Xxxxxxxx-Xxxxx"), BISYS will internally establish and maintain controls
and procedures ("BISYS internal controls") designed to ensure that information
recorded, processed, summarized, or reported by BISYS and its affiliates on
behalf of the Trust and included in financial information certified by Trust
officers ("Certifying Officers") on Form N-CSR and Form N-Q ("Reports") is (a)
recorded, processed, summarized, and reported by BISYS within the time periods
specified in the Commission's rules and forms and the corresponding disclosure
controls and procedures of the Funds, which may be disclosure controls and
procedures provided by BISYS ("Fund DCPs"), and (b) accumulated and communicated
to the relevant Certifying Officers consistent with the Fund DCPs. In addition,
BISYS internal controls will be designed to ensure that information recorded,
processed, summarized, or reported by BISYS and its affiliates on behalf of the
Trust and included in financial information certified by Trust officers is
prepared in accordance with generally accepted accounting principles and the
internal controls over financial reporting of the Funds ("Fund ICFRs")
If requested by Certifying Officers with respect to a fiscal period during
which BISYS serves or served as financial administrator or sub-administrator,
BISYS will provide a sub-certification consistent with the requirements of
Xxxxxxxx-Xxxxx pertaining to BISYS' services solely for the purpose of providing
a basis of support (as to information which has been prepared, processed and
reported by BISYS, and as to BISYS internal controls) for the Certifying
Officers to render the certifications required by Xxxxxxxx-Xxxxx (or, if
applicable with respect to a Report, inform the Certifying Officers of the
reasons why the statements in such a certification would not be accurate). In
rendering such sub-certifications concerning Fund Reports, BISYS may (a) limit
its representations to information prepared, processed and reported by BISYS;
(b) rely upon and assume the accuracy of the information provided by officers
and other authorized agents of the Funds, including any other service providers
to the Funds (other than BISYS and its affiliates) and compliance by such
officers and agents with the Fund DCPs and Fund ICFRs, including but not limited
to, the investment advisers and each Fund's custodian; and (c) assume that the
Trust has selected the appropriate accounting policies for the Funds.
The Administrator will ensure that the Trust shall assist and cooperate
with BISYS (and shall cause its officers, investment advisers and other service
providers to assist and cooperate
with BISYS) to facilitate the delivery of information requested by BISYS in
connection with the preparation of the Trust's Form N-CSR and Form N-Q,
including Fund financial statements, so that BISYS may submit a draft Report to
the Trust's Disclosure Controls and Procedures Committee ("Fund DCP Committee")
prior to the date the relevant Report is to be filed. The relevant Certifying
Officers and the Chief Legal Officer, if any, of the Fund shall be deemed to
constitute the Fund DCP Committee in cases in which no other Fund DCP Committee
has been designated or is operative. In connection with its review and
evaluations, the Fund DCP Committee shall establish a schedule to ensure that
all required disclosures in Form N-CSR and Form N-Q and in the financial
statements for the Funds are identified and prepared in a timeframe sufficient
to allow review by the Fund DCP Committee. At the request of the Trust or its
Certifying Officers, BISYS shall provide reasonable administrative assistance to
the Trust in connection with obtaining service provider sub-certifications and
SAS-70 reports on internal controls, and any applicable representations to bring
such certifications current to the end of the reporting period, and in preparing
summaries of issues raised in such documents.
Administrator and the Trust recognize the Trust's obligation to comply with
Xxxxxxxx-Xxxxx. Without limitation of the foregoing, the Trust will maintain
responsibility for, and shall support and facilitate the role of each Certifying
Officer and the Fund DCP Committee in, designing and maintaining the Fund DCPs
in accordance with applicable laws, including (a) ensuring that the Fund DCP
Committee and/or Certifying Officers obtain and review sub-certifications and
reports on internal controls from the Fund's investment adviser(s) and other
service providers, if any, sufficiently in advance of the date upon which the
relevant financial statements must be finalized by BISYS (in order to print,
distribute and/or file the same), and (b) evaluating the effectiveness of the
design and operation of the Fund DCP with (at the Trust's election) the
participation of the Certifying Officers, within the requisite timeframe prior
to the filing of each Report and (c) ensuring that its Certifying Officers
render the requisite certifications or take such other actions as may be
permitted or required under applicable laws.
The Trust agrees and acknowledges that BISYS Policies are applicable to the
service of any BISYS employee as a Certifying Officer or as Chief Legal Officer,
if any, of the Trust (an "Employee/Executive Officer"), and that to the extent
this service is rendered by BISYS it is limited, in each case, to providing an
Employee/Executive Officer who, in the exercise of his or her duties to the
Trust, shall act in good faith and in a manner reasonably believed by him or her
to be in the best interests of the Trust. BISYS shall select, and may replace,
the specific employee that it makes available to serve in the designated
capacity as an Employee/Executive Officer, in BISYS' reasonable discretion,
taking into account such person's responsibilities concerning, and familiarity
with, the Trust's operations; provided, however, that no such employee shall
serve as an officer of the Trust until approved and appointed by the Board of
Trustees of the Trust.
BISYS' provision of each Employee/Executive Officer is also subject to, and
conditioned upon, the following:
(a) The Fund DCPs shall contain (or the Trust and BISYS shall otherwise
establish) mutually agreeable procedures governing the certification process,
and the parties shall comply with such
procedures in all material respects. Among other things, the procedures shall
provide as follows:
(i) The Trust shall establish and maintain a Fund DCP Committee comprised
of persons including (at a minimum) the Company's Principal Executive Officer,
Chief Financial Officer ("CFO") Chief Legal Officer (if any), at least one BISYS
representative other than the CFO or Chief Compliance Officer (if such officers
are provided by BISYS), at least one representative of the investment adviser,
and such other individuals as may be reasonably necessary or appropriate for the
Fund DCP Committee to ensure the cooperation of, and to oversee, each of the
Trust's agents that records, processes, summarizes, or reports information
contained in Reports (or other information from which such information is
derived), including the investment adviser(s), sub-adviser(s) and custodian
(each, a "Service Provider"). In connection therewith, the Fund DCP Committee
shall assist the Certifying Officers by requiring that sub-certifications
acceptable to the Certifying Officers be provided by Service Providers.
(ii) The Fund DCP Committee shall meet prior to the filing date of each
Report to review the accuracy and completeness of the relevant Report, and shall
record its considerations and conclusions in a written memorandum sufficient to
support conclusions pertaining to Fund DCPs as required by the instructions to
Form N-CSR and Form N-Q. In conducting its review and evaluations, the Fund DCP
Committee shall:
(A) establish a schedule to ensure that all required disclosures in
Form N-CSR and Form NQ, including the financial statements, for the Trust are
identified and prepared in a timeframe sufficient to allow review;
(B) review SAS 70 Reports pertaining to Service Providers, if
applicable, or in the absence of any such reports, consider the adequacy of a
sub-certification of the Service Provider and, in cases where the SAS 70 report
is dated more than 90 days prior to the issuance of a Report, the DCP Committee
shall request a written representation from the Service Provider regarding the
continued application and effectiveness of internal controls described in the
report, or descriptions of any changes in internal control structure, as of the
date of the representation;
(C) consider whether there are any significant deficiencies or
material weaknesses in the design or operation of the Fund DCPs and internal
control over financial reporting that could adversely affect the Trust's ability
to record, process, summarize, and report financial information, and in the
event that any such weaknesses or deficiencies are identified, disclose them to
the Trust's Certifying Officers, the Trust's audit committee and its auditors;
(D) consider whether, to the knowledge of each member of the Fund DCP
Committee, there has been or may have been any fraud, whether or not material,
and in the event that any such occurrence is identified, ensure that this has
been disclosed to the Certifying Officers and Chief Legal Officer, if any
(collectively, the "Executive Officers"), so that the Executive Officers may
inform the Trust's audit committee and its auditors; and
(E) determine whether there were significant changes in internal
control over financial reporting that occurred during the Trust's most recent
fiscal quarter that have materially
affected or are reasonably likely to materially affect the Trust's internal
control over financial reporting.
(b) The Trust's governing documents (such as its Agreement and Declaration of
Trust and By-Laws) and/or resolutions of its Board shall contain mandatory
indemnification provisions that are applicable to each Employee/Executive
Officer, and which are intended to have the effect of fully indemnifying him or
her and holding him or her harmless with respect to any claims, liabilities and
costs arising out of or relating to his or her service as an Employee/Executive
Officer in good faith in a manner reasonably believed to be in the best
interests of the Trust, except to the extent he or she would otherwise be liable
to the Trust by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office, within
the meaning of Section 17(h) of the 1940 Act.
(c) The Trust shall provide coverage to each Employee/ Executive Officer under
its directors and officers liability policy that is appropriate to the
Employee/Executive Officer's role and title, and that is consistent with
coverage applicable to other executive management-level officers.
(d) An Employee/Executive Officer that serves as a Certifying Officer shall have
the full discretion to decline to certify a particular Report that fails to meet
the standards set forth in the Certification, to report matters involving fraud
or other failure to meet the standards of applicable law to the audit committee
of the Board, or in appropriate circumstances, to resign from his or her
position, in the event that he or she reasonably determines that there has been
or is likely to be (1) a material deviation from the BISYS policies, (2) a
violation of Xxxxxxxx-Xxxxx or other applicable laws, or (3) a material
deviation by the Trust from the terms of this Agreement governing the services
of such Certifying Officer that is not caused by such Certifying Officer or
BISYS.
(e) Each Employee/Executive Officer that serves as a Certifying Officer may, and
the Administrator will ensure that the Trust shall, promptly notify BISYS and
Administrator of any issue, matter or event that would be reasonably likely to
result in any claim by the Trust, the Trust's shareholders or any third party
which involves an allegation that any Report failed to meet the standards of
applicable laws or that any of the Trust's Certifying Officers failed to
exercise their obligations to the Trust in a manner consistent with
Xxxxxxxx-Xxxxx and other applicable laws.
(f) Notwithstanding any provision of this Agreement that expressly or by
implication provides to the contrary, (a) it is expressly agreed and
acknowledged that BISYS cannot ensure that the Trust complies with
Xxxxxxxx-Xxxxx, and (b) if a BISYS employee serves as an Executive Officer of
the Trust, as long as such Executive Officer acts in good faith and in a manner
reasonably believed to be in the best interests of the Trust (and such Executive
Officer would not otherwise be liable to the Trust by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office), the Trust shall indemnify and
hold harmless the Executive Officer, and indemnify and hold harmless BISYS (so
long as BISYS would not otherwise be liable to the Trust by reason of BISYS'
negligence, bad faith, willful misfeasance or reckless disregard of its
obligations under this
Agreement), from any loss, liability, expenses (including reasonable attorneys
fees) and damages incurred by them arising out of or resulting from the service
of such Employee/Executive Officer as a Certifying Officer or other executive
officer of the Trust.
SCHEDULE D
TO THE SUB-ADMINISTRATION AGREEMENT
AMONG
PACIFIC CAPITAL FUNDS,
BISYS FUND SERVICES OHIO, INC.
AND
BANK OF HAWAII
SERVICE STANDARDS
The service standards are subject to all terms and conditions of this Agreement,
including without limitation, Section 15, and BISYS shall not be subject to the
service standards set forth herein in the case of events beyond BISYS'
reasonable control including, without limitation, force majeure events and/or
when BISYS has declared a disaster and must operate pursuant to its disaster
recovery and business continuity plan. In addition, it is understood and agreed
that the service standards are dependent upon timely cooperation and timely
authorization of filings by the Trust and Administrator. 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 or
Administrator.
BISYS' performance with respect to the service standards in this Agreement, the
Fund Accounting Agreement between BISYS and the Trust as amended as of the date
hereof, and the Transfer Agency Agreement between BISYS and the Trust as amended
as of the date hereof (collectively, the "Service Agreements") shall be measured
on a rolling three-month basis and reported on a monthly basis for the previous
three months by each category of service standard (category 1, category 2 and
category 3) in the aggregate for all Service Agreements (without regard to the
Service Agreement under which such services were provided).
If BISYS fails to meet two or more service standards within the same category
(without regard to Service Agreement) in any calendar month, such failure shall
be referred to as "Similar Deficiency." If a Similar Deficiency occurs in such
calendar month and the immediately preceding calendar month, the Trust shall be
entitled to a 2.5% reduction in its Net Fees (as defined below) payable to BISYS
for the following calendar month. If a Similar Deficiency occurs in such
calendar month and each of the two immediately preceding calendar months, the
Trust shall be entitled to a 5.0% reduction in its Net Fees payable to BISYS for
the following calendar month.
If BISYS fails to meet two or more service standards within different categories
(without regard to Service Agreement) in any calendar month, such failure shall
be referred to as a "Different Deficiency"). If a Different Deficiency occurs in
such calendar month and the immediately preceding calendar month, the Trust
shall not be entitled to any reduction in its Net Fees payable to BISYS for the
following calendar month. If a Different Deficiency occurs in such calendar
month and each of the two immediately preceding calendar months, the Trust shall
be entitled to
a 2.5% reduction in its Net Fees payable to BISYS for the following calendar
month. If a Different Deficiency occurs in such calendar month and each of the
three immediately preceding calendar months, the Trust shall be entitled to a
5.0% reduction in its Net Fees payable to BISYS for the following calendar
month.
"Net Fees" for a particular month shall mean the aggregate fees payable under
the Service Agreements, excluding any out-of-pocket expenses or miscellaneous
service fees, such as ad hoc reports) with respect to such month's services.
Furthermore, if Similar or Different Deficiencies occur in three months of any
rolling four month period, then the Trust shall be entitled to a 2.5% reduction
in the Net Fees payable to BISYS for the following month.
However, in no event will the Trust be entitled to a fee reduction greater than
5.0% in any given month.
CATEGORY ITEM FACTOR SERVICE LEVEL
-------- ---- ------ -------------
Expenses - Category 1 Expense Budgeting Frequency Analyze and adjust expense accruals
as needed. At a minimum, an annual
budget will be produced And 11
monthly analysis will be completed
for The last 11 months of the
fiscal year.
Expenses - Category 1 Expense Summary Accuracy Figures reflect the most current
rate. "Actual" columns reflect the
most recent recalculation for asset
based fees, as well as any
applicable fee waivers. Reports
will be delivered by 3rd business
day following month end
Expenses - Category 1 Payment of Invoices Timeliness 100% paid within 3 weeks of initial
receipt of invoice
Expenses - Category 1 Payment of Asset Based Fees Timeliness Recalculated and prepared payment
authorizations for all asset-based
fees monthly. To be completed
within 3 business days of the end
of the relevant calculation period
SEC Filing - Category 3 N-SAR, N-Q, N-CSR, 24F-2 & N-PX Timeliness Completed and filed with SEC within
statutory deadline for each filing.
Shareholder Report - Annual and Semi-Annual Report Timeliness Completed and distributed by the
Category 3 60th day following the report date
Tax - Category 1 Excise Distribution calculations Timeliness Calculated and declared income and
capital gain distributions prior to
December 31 of each year
All Filings - All SEC or IRS Filings and Accuracy No material errors, which would
Category 3 Shareholder Reports require reprinting and/or refiling
Performance Reports - Monthly Gross and Net of Fee Timeliness 100% delivery by 5th business day
Category 1 Returns following each month end
Performance Reports - Yields and Distributions Timeliness 100% delivered by the 5th business
Category 1 day following each month end.
Registration Statement - Registration Statement Timeliness Within 120 calendar days of the end
Category 3 of the fund's fiscal year-end. No
material deviations from mutually
agreed upon timeline unless
previously agreed upon by the
parties.
Supplements/Updates - 497 filing(s) Timeliness 497 filing(s) to be made within 5
Category 3 calendar days of N-1A
Proxy Statements effectiveness.
For both 497 filing(s) and proxy
statements, there will be no
material deviations from mutually
agreed upon timeline unless
previously agreed upon by parties.
Board Meetings - Preparation of Draft Agenda and Timeliness At least 8 weeks prior to next
Category 3 Checklist Board meeting
Board Meetings - Distribute Draft Board materials Timeliness At least 4 weeks prior to next
Category 3 Board meeting
Board Meetings - Distribute Final Board Materials Timeliness At least 10 calendar days prior to
Category 3 meeting -
Board Meetings - Preparation of Draft Board Timeliness Within 45 calendar days following
Category 3 Minutes previous Board meeting
Board Meetings - Preparation of Draft Pricing Timeliness Within 2 weeks following each
Category 3 Committee Minutes pricing committee meeting
Custom Reports - Custom Reports Timeliness Following receipt of a request for
Category 1 a custom report, BISYS will
acknowledge receipt and include
such request in the next OPI
report. Within two weeks of
request, BISYS will submit the
request to internal development
Review Committee (DRC) for
requirement Review, Analysis and
Design Review and Migration
Determination. BISYS will provide
status updates weekly to include
preliminary estimates as available.
