ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of October, 1996, by and
between the IBJ FUNDS TRUST, a Delaware business trust (the "Trust"), and BISYS
FUND SERVICES LIMITED PARTNERSHIP, d/b/a BISYS FUND SERVICES (the
"Administrator"), an Ohio limited partnership.
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Trust Act of 1940, as amended (the "1940 Act"),
consisting of several series of shares of beneficial interest ("Shares"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such series of the Trust as the Trust and the Administrator may agree on
("Portfolios") and as listed on Schedule A attached hereto and made a part of
this Agreement, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR; CONVERSION TO THE
SERVICES. The Trust hereby engages the Administrator to act as the administrator
of the Portfolios and to furnish the Portfolios with the management and
administrative services as set forth in Article 2 below (collectively, the
"Services"), and, in connection therewith, the Trust agrees to convert to the
Administrator's data processing systems and software (the "BISYS System") as
necessary in order to receive the Services. The Trust shall cooperate with the
Administrator to provide the Administrator with all necessary information and
assistance required to successfully convert to the BISYS System. The
Administrator shall provide the Trust with a schedule relating to such
conversion and the parties agree that the conversion may progress in stages. The
date upon which all Services shall have been converted to the BISYS System shall
be referred to herein as the "Conversion Date." The Administrator hereby accepts
such engagement and agrees to perform the Services commencing, with respect to
each individual Service, on the date that the conversion of such Service to the
BISYS System has been completed. The Administrator shall determine in accordance
with its normal acceptance procedures when the applicable Service has been
successfully converted.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.
ARTICLE 2. ADMINISTRATIVE SERVICES. The Administrator shall perform
or supervise the performance by others of administrative services in connection
with the operations of the Portfolios, and, on behalf of the Trust, will
investigate, assist in the selection of and conduct relations with custodians,
depositories, accountants, legal counsel, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and persons in any other capacity deemed
to be necessary or desirable for the Portfolios' operations. The Administrator
shall provide the Trustees of the Trust with such reports regarding investment
performance as they may reasonably request but shall have no responsibility for
supervising the performance by any investment adviser or sub-adviser of its
responsibilities.
The Administrator shall provide the Trust with regulatory reporting,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for meetings of shareholders ("Shareholders") and Trustees
of the Trust) for handling the affairs of the Portfolios and such other services
as the Administrator shall, from time to time, determine to be necessary to
perform its obligations under this Agreement. In addition, at the request of the
Board of Trustees, the Administrator shall make reports to the Trust's Trustees
concerning the performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator
shall:
(a) calculate contractual Trust expenses and control all
disbursements for the Trust, and as appropriate compute
the Trust's yields, total return, expense ratios,
portfolio turnover rate and, if required, portfolio
average dollar-weighted maturity;
(b) prepare and file with the SEC Post-Effective
Amendments to the Company's Registration Statement and
supplements thereto, Notices of Annual or Special
Meetings of Shareholders and Proxy materials relating to
such meetings; coordinate the printing of such
Post-Effective Amendments, supplements, and Proxy
materials; accumulate information for and, subject to
the approval by the Company's Treasurer, prepare reports
to the Company's shareholders of record and the SEC
including, but not necessarily limited to, the
preparation and filing of (i) Semi-Annual Reports on
Form N-SAR and (ii) Notices pursuant to Rule 24f-2;
(c) prepare such reports, applications and documents
(including reports regarding the sale and redemption of
Shares as may be required in order to comply with
Federal and state securities law) as may be necessary or
desirable to register the Trust's Shares with state
securities authorities, monitor the sale of Trust 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 Trust's Shares and all amendments thereto, as may be
necessary or convenient to register and keep effective
the Trust and the Trust's Shares with state securities
authorities to enable the Trust to make a continuous
offering of its Shares;
(d) review and provide advice and counsel on all sales
literature (E.G., advertisements, brochures and
shareholder communications) with respect to each of the
Portfolios;
(e) administer contracts on behalf of the Trust with,
among others, the Trust's investment adviser,
distributor, custodian, transfer agent and fund
accountant;
(f) supervise the Trust's transfer agent with respect to
the payment of dividends and other distributions to
Shareholders;
(g) calculate performance data of the Trust and its
Portfolios for dissemination to information services
covering the investment company industry;
(h) coordinate and supervise the preparation and filing
of the Trust's tax returns;
(i) examine and review the operations and performance of
the various organizations providing services to the
Trust or any Portfolio of the Trust, including, without
limitation, the Trust's investment adviser, distributor,
custodian, fund accountant, transfer agent, outside
legal counsel and independent public accountants, and at
the request of the Board of Trustees, report to the
Board on the performance of organizations;
(j) assist with the layout and printing of publicly
disseminated prospectuses and assist with and coordinate
layout and printing of the Trust's semi-annual and
annual reports to Shareholders;
(k) assist with the design, development, and operation
of the Trust Portfolios, including new classes,
investment objectives, policies and structure;
(l) provide individuals reasonably acceptable to the
Trust's Board of Trustees to serve as officers of the
Trust, who will be responsible for the management of
certain of the Trust's affairs as determined by the
Trust's Board of Trustees;
(m) advise the Trust and its Board of Trustees on
matters concerning the Trust and its affairs;
(n) obtain and keep in effect fidelity bonds and
directors and officers/errors and omissions insurance
policies for the Trust in accordance with the
requirements of Rules 17g-1 and 17d-1(d)(7) under the
1940 Act as such bonds and policies are approved by the
Trust's Board of Trustees;
(o) monitor and advise the Trust and its Portfolios on
their regulated investment company status under the
Internal Revenue Code of 1986, as amended;
(p) perform all administrative services and functions of
the Trust and each Portfolio to the extent
administrative services and functions are not provided
to the Trust or such Portfolio pursuant to the Trust's
or such Portfolio's investment advisory agreement,
distribution agreement, custodian agreement, transfer
agent agreement and fund accounting agreement;
(q) furnish advice and recommendations with respect to
other aspects of the business and affairs of the
Portfolios as the Trust and the Administrator shall
determine desirable; and
(r) assist in monitoring and developing compliance
procedures for each Portfolio which will include, among
other matters, procedures to monitor compliance with
each Portfolio's investment objective, policies,
restrictions, tax matters and applicable laws and
regulations;
(s) monitor the Company's arrangements with respect to
services provided by financial institutions which are,
or wish to become, shareholder servicing agents for the
Company ("Shareholder Servicing Agents"). With respect
to Shareholder Servicing Agents, the Administrator shall
specifically monitor and review the services rendered by
the Shareholder Servicing Agents to their customers, who
are the beneficial owners of Shares, pursuant to
agreements between the Company and such Shareholder
Servicing Agents ("Shareholder Servicing Agreements"),
including, among other things, reviewing the
qualifications of financial institutions wishing to be
Shareholder Servicing Agents, assisting in the execution
and delivery of Shareholder Servicing Agreements,
reporting to the Board of Directors with respect to the
amounts paid or payable by the Company from time to time
under the Shareholder Servicing Agreements and the
nature of the services provided by Shareholder Servicing
Agents, and maintaining appropriate records in
connection with its monitoring duties;
(t) provide legal advice and counsel to the Company with
respect to regulatory matters including: monitoring
regulatory and legislative developments which may affect
the Company and assisting in the strategic response to
such developments, counseling and assisting the Company
in routine regulatory examinations or investigations of
the Company, and working closely with outside counsel to
the Company in response to any litigation or non-routine
regulatory matters;
(u) assist each Company in preparing for Board meetings
by (i) coordinating board book production and
distribution, (ii) preparing Board agendas and minutes,
(iii) preparing the BISYS section of Board materials,
(iv) preparing special Board meeting materials,
including but not limited to, materials relating to
annual contract approvals and 12b-1 plan approvals, as
agreed upon by the parties, and (v) such other Board
meeting functions that are agreed upon by the parties;
and
(v) perform internal audit examinations, mail annual
reports of the Portfolios, prepare an annual list of
Shareholders and mail notices of Shareholders' meetings,
proxies and proxy statements.
The Administrator shall perform such other services for the Trust
that are mutually agreed upon by the parties from time to time for which the
Trust will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.
(B) THE TRUST. The Trust assumes and shall pay or cause to be paid
all other expenses of the Trust not otherwise allocated herein, 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 Directors
who are not affiliated persons of the Administrator or the investment adviser to
the Trust or any affiliated corporation of the Administrator or the investment
adviser, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Trust.
(C) EXPENSE LIMITATIONS UNDER STATE LAW.
(1) If the aggregate expenses of every character incurred by, or
allocated to, the Trust in any fiscal year, other than interest, taxes, expenses
under the 12b-1 Plans, brokerage commissions and other portfolio transaction
expenses, other expenditures which are capitalized in accordance with generally
accepted accounting principles and any extraordinary expense (including, without
limitation, litigation and indemnification expense), but including the fees
provided for in Article 3(B) of this Agreement and under the Investment Advisory
Agreement ("includable expenses"), shall exceed the expense limitations
applicable to the Trust imposed by state securities laws or regulations
thereunder, as these limitations may be raised or lowered from time to time, the
Trust may deduct from the fees to be paid to the Administrator, or the
Administrator will bear, to the extent required by state law, that portion of
such excess which bears the same relation to the total of such excess as the fee
to the Administrator bears to the total fee otherwise payable for the fiscal
year by the Trust pursuant to this Agreement and the Advisory Agreement between
the Trust and the Adviser. The Administrator's obligation pursuant hereto will
be limited to the amount of the fees payable for the fiscal year by the Trust
pursuant to this Agreement.
(2) With respect to portions of a fiscal year in which this
Agreement shall be in effect, the limitation specified in subparagraph (1) above
shall be prorated according to the proportion which that portion of the fiscal
year bears to the full fiscal year. At the end of each month of the Trust's
fiscal year, the Administrator will review the includable expenses accrued
during that fiscal year to the end of the period and shall estimate the
contemplated includable expenses for the balance of that fiscal year. If, as a
result of that review and estimation, it appears likely that the includable
expenses will exceed the limitations referred to in this paragraph for a fiscal
year, the monthly fees relating to the Trust, payable to the Administrator under
this Agreement for such month shall be reduced, subject to later adjustments at
the end of each month through the end of the fiscal year to reflect actual
expenses, by an amount equal to the proportionate share attributable to the
Administrator as described in subparagraph (1) above, of a pro rata portion
(prorated on the basis of the remaining months of the fiscal year, including the
month just ended) of the amount by which the includable expenses for the fiscal
year (less an amount equal to the aggregate of actual reductions made pursuant
to this provision with respect to prior months of the fiscal year) are expected
to exceed the limitations provided in this paragraph. For purposes of the
foregoing, the value of the net assets of the Trust shall be computed in the
manner specified in Schedule A of this Agreement, and any payments required to
be made by the Administrator shall be made once a year promptly after the end of
the Trust's fiscal year.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. Commencing on the Conversion Date, for the
services to be rendered, the facilities furnished and the expenses assumed by
the Administrator pursuant to this Agreement, the Trust shall pay to the
Administrator compensation at an annual rate specified in Schedule A attached
hereto. Such compensation shall be calculated and accrued daily, and paid to the
Administrator monthly.
If the Conversion Date occurs subsequent to the first day of a
month or termination of this Agreement occurs before the last day of a month,
the Administrator's 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 the Administrator's
compensation for the preceding month shall be made promptly.
(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation
under this Agreement for services performed as of the termination date shall
survive the termination of this Agreement.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties
of the Administrator shall be confined to those expressly set forth herein, and
no implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable 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 hereunder, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable law which cannot be waived or modified
hereby. (As used in this Article 5, the term "Administrator" shall include
partners, officers, employees and other agents of the Administrator as well as
the Administrator itself.)
So long as the Administrator acts in good faith and with due
diligence and without negligence or reckless disregard of its obligations
hereunder, the Trust assumes full responsibility and shall indemnify the
Administrator 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 said administration, transfer agency, and
dividend disbursing relationships to the Trust or any other service rendered to
the Trust hereunder. The Administrator agrees to indemnify and hold harmless the
Company, its employees, agents, Trustees, officers and nominees from and against
any and all actions, suits and claims, whether groundless or otherwise, and from
and against any and all judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other expenses of every nature and character arising
out of or in any way relating to the Administrator's bad faith, willful
misfeasance, negligence or reckless disregard by it of its obligations and
duties, with respect to the performance of services under this Agreement. The
indemnity and defense provisions set forth herein shall indefinitely survive the
termination of this Agreement.
The 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. In order
that the indemnification provisions contained herein shall apply, however, it is
understood that if in any case the indemnifying 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.
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 indemnity provision. If the indemnifying
party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by the indemnifying party and satisfactory to the
other 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 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 a suit, it will reimburse the other party for the
reasonable fees and expenses of any counsel retained by the other party.
The Administrator may apply to the Trust at any time for
instructions and may consult counsel for the Trust or its own counsel and with
accountants and other experts with respect to any matter arising in connection
with the Administrator's duties, and the Administrator shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instructions or with the opinion of such counsel, accountants or other
experts.
Also, the Administrator 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. The Administrator 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.
ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that partners, officers and employees of the Administrator and its counsel
are or may be or become similarly interested in the Trust, and that the
Administrator may be or become interested in the Trust as a Shareholder or
otherwise.
ARTICLE 7. DURATION OF THIS AGREEMENT. The Term of this Agreement
shall be as specified in Schedule A hereto.
ARTICLE 8. ASSIGNMENT. This Agreement shall not be assignable by
either party without the written consent of the other party; provided, however,
that upon the provision of advanced written notice to the Trust, the
Administrator may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 5
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
ARTICLE 9. AMENDMENTS. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Trust, and (ii) by the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Trustees meeting called
for the purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Trust does not conflict with or violate any requirements of its
Declaration of Trust or then current prospectuses, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 10. CERTAIN RECORDS. The Administrator 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 the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records
by another party, the Administrator shall notify the Trust and follow the
Trust's instructions as to permitting or refusing such inspection; provided that
the Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.
ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested
person" and "affiliated person," when used in this Agreement, shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
ARTICLE 12. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the following address: if to the Administrator, to it at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000; if to the Trust, to it at IBJ Xxxxxxxx Bank
& Trust Co., Xxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxx Xxxxxxx,
with a copy to Xxxxxx Xxxxxx, Esq., Xxxxx & XxXxxxxx, 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, or at such other address as such party may from time to
time specify in writing to the other party pursuant to this Section.
ARTICLE 13. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
ARTICLE 14. MULTIPLE ORIGINALS. 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
IBJ FUNDS TRUST
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Xxxx X. Xxxxxxx
Title: President
BISYS FUND SERVICES LIMITED PARTNERSHIP
BY: BISYS FUND SERVICES,
GENERAL PARTNER
By: /s/ J. Xxxxx Xxxxx
----------------------
J. Xxxxx Xxxxx
Title: Executive Vice President
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER , 1996
BETWEEN IBJ FUNDS TRUST
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
Portfolios: This Agreement shall apply to all Portfolios of IBJ
Funds Trust, either now or hereafter created
(collectively, the "Portfolios"). The current Portfolios
of the Trust are set forth below:
Reserve Money Market Fund;
Bond Fund;
Core Equity Fund; and
Growth and Income Fund.
Fees: Pursuant to Article 4, in consideration of services
rendered and expenses assumed pursuant to this
Agreement, the Trust will pay the Administrator on the
first business day of each month, or at such time(s) as
the Administrator shall request and the parties hereto
shall agree, a fee computed daily at the annual rate of:
Fifteen one-hundredths of one percent (.15%)
of the Trust's average daily net assets.
The fee for the period from the day of the month upon
which the Conversion Date occurs until the end of that
month shall be prorated according to the proportion
which such period bears to the full monthly period. Upon
any termination of this Agreement before the end of any
month, the fee for such part of a month shall be
prorated according to the proportion which such period
bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.
For purposes of determining the fees payable to the
Administrator, the value of the net assets of a
particular Portfolio shall be computed in the manner
described in the Trust's Declaration of Trust or in the
Prospectus or Statement of Additional Information
respecting that Portfolio as from time to time is in
effect for the computation of the value of such net
assets in connection with the determination of the
liquidating value of the shares of such Portfolio.
The parties hereby confirm that the fees payable
hereunder shall be applied to each Portfolio as a whole,
and not to separate classes of shares within the
Portfolios.
Term: The initial term of this Agreement (the "Initial Term")
shall be for a period commencing on the date this
Agreement is executed by both parties and ending one
year after the Conversion Date. In the event of a
material breach of this Agreement by either party, the
non-breaching party shall notify the breaching party in
writing of such breach and upon receipt of such notice,
the breaching party shall have 45 days to remedy the
breach. In the event the breach is not remedied within
such time period, the nonbreaching party may immediately
terminate this Agreement.
Unless 60 days advance written notice of nonrenewal is
provided by either party prior to the end of the Initial
Term or the Agreement is sooner terminated as set forth
above, this Agreement shall continue in effect following
the Initial Term unless and until it is terminated in
the manner set forth in this paragraph. Either party may
terminate this Agreement after the Initial Term, without
penalty, by the provision of 60 days advance written
notice to the other party.
Notwithstanding the foregoing, after such termination
for so long as the Administrator, with the written
consent of the Trust, in fact continues to perform any
one or more of the services contemplated by this
Agreement or any schedule or exhibit hereto, the
provisions of this Agreement, including without
limitation the provisions dealing with indemnification,
shall continue in full force and effect. Compensation
due the Administrator and unpaid by the Trust upon such
termination shall be immediately due and payable upon
and notwithstanding such termination. The Administrator
shall be entitled to collect from the Trust, in addition
to the compensation described in this Schedule A, the
amount of all of the Administrator's cash disbursements
for services in connection with the Administrator's
activities in effecting such termination, including
without limitation, the delivery to the Trust and/or its
designees of the Trust's property, records, instruments
and documents, or any copies thereof. Subsequent to such
termination, in exchange for payment of its costs, the
Administrator will provide the Trust with reasonable
access to any Trust documents or records remaining in
its possession.
If, during the Initial Term, for any reason other than
(i) nonrenewal, or (ii) termination based upon a
material breach of this Agreement, the Administrator is
replaced as administrator, or if a third party is added
to perform all or a part of the services provided by the
Administrator under this Agreement (excluding any
sub-administrator appointed by the Administrator as
provided in Article 7 hereof), then the Trust shall make
a one-time cash payment, as liquidated damages, to the
Administrator equal to the balance due the Administrator
for the remainder of the term of this Agreement,
assuming for purposes of calculation of the payment that
(i) the asset level of the Trust on the date the
Administrator is replaced, or a third party is added,
will remain constant for the balance of the Initial Term
and (ii) such payment shall be based upon the actual fee
being charged on such date (which may or may not be
lower than the contractual fee amount).
