Exhibit 8(b)
ADMINISTRATION AGREEMENT
AGREEMENT made as of October 25, 2004, by and between Opus Investment Trust, a
Massachusetts business trust, (the "Fund"), and The Bank of New York, a New York
banking organization (the "Administrator").
WITNESSETH:
WHEREAS, the Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain the Administrator to provide administration
services for the portfolios identified on Exhibit A hereto (each, a "Series")
and the Administrator is willing to provide such services, all as more fully set
forth below;
NOW THEREFORE, in consideration of the mutual promises and agreements contained
herein, the parties hereby agree as follows:
1. Appointment.
The Fund hereby appoints the Administrator as its agent for the term of this
Agreement to perform the services described herein. The Administrator hereby
accepts such appointment and agrees to perform the duties hereinafter set forth.
2. Representations and Warranties.
The Fund hereby represents and warrants to the Administrator, which
representations and warranties shall be deemed to be continuing, that:
(a) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement and to perform its obligations
hereunder;
(b)This Agreement has been duly authorized, executed and
delivered by the Fund in accordance with all requisite action and constitutes a
valid and legally binding obligation of the Fund, enforceable in accordance with
its terms; and
(c) It is conducting its business in material compliance with all
applicable laws and regulations, both state and federal, and has obtained all
regulatory licenses, approvals and consents necessary to carry on its business
as now conducted; is not aware of any statute, regulation, rule, order or
judgment binding on it and no provision of its charter or by-laws, nor of any
mortgage, indenture, credit agreement or other contract binding on it or
affecting its property which would prohibit its execution or performance of this
Agreement.
3. Delivery of Documents.
(a) The Fund will promptly deliver to the Administrator true and
correct copies of each of the following documents as currently in effect and
will promptly deliver to it all future amendments and supplements thereto, if
any:
(i) The Fund's articles of incorporation or other
organizational document and all amendments thereto (the "Charter");
(ii) The Fund's bylaws (the "Bylaws");
(iii) Resolutions of the Fund's board of directors or other
governing body (the "Board") authorizing the execution, delivery and performance
of this Agreement by the Fund;
(iv) The Fund's registration statement most recently filed
with the Securities and Exchange Commission (the "SEC") relating to the shares
of the Fund (the "Registration Statement");
(v) The Fund's Notification of Registration under the 1940
Act on Form N-8A filed with the SEC; and
(vi) The Fund's Prospectus and Statement of Additional
Information pertaining to the Series (collectively, the "Prospectus").
(b) A copy of the Charter filed with the Secretary of State (or
other appropriate official) of the state of organization, and if the Charter is
required by law also to be filed with a county or other officer or official
body, a certificate of such filing shall be submitted to the Administrator.
(c) It shall be the sole responsibility of the Fund to deliver to
the Administrator its currently effective Prospectus and the Administrator shall
not be deemed to have notice of any information contained in such Prospectus
until it is actually received by the Administrator.
4. Duties and Obligations of the Administrator.
(a) Subject to the direction and control of the Fund's Board and
the provisions of this Agreement, the Administrator shall provide to the Fund
the administrative services set forth on Schedule I attached hereto.
(b) In performing hereunder, the Administrator shall provide, at
its expense, office space, facilities, equipment and personnel.
(c) The Administrator shall not provide any services relating to
the management, investment advisory or sub-advisory functions of any Fund,
distribution of shares of any Fund, maintenance of any Fund's financial records
or other services normally performed by the Fund's respective counsel or
independent auditors.
(d) In the event that the Fund requests that the Administrator
perform services which are not included in or contemplated by Schedule I and the
Administrator agrees to provide such services, the Administrator may in
connection therewith delegate its duties and responsibilities to any delegee or
agent on such terms and conditions as it deems necessary or appropriate. Any
such delegation of duties and responsibilities shall require the prior written
consent of the Fund (which shall not be unreasonably withheld). Notwithstanding
the foregoing, no Fund consent shall be required for any such delegation to any
other subsidiary of The Bank of New York Company, Inc. (hereinafter referred to
as a "BNY Affiliate"), provided that the Administrator promptly notifies the
Fund in writing of such delegation. The Administrator shall not be liable to any
Fund for any loss or damage arising out of, or in connection with, the actions
or omissions to act of any delegee or agent utilized hereunder, other than a BNY
Affiliate, so long as the Administrator acts in good faith and without
negligence or willful misconduct in the selection of such delegee or agent.
-2-
(e) Each Fund shall cause its officers, advisors, sponsor,
distributor, legal counsel, independent accountants, current administrator (if
any) and transfer agent, and other service provider to cooperate with the
Administrator and to provide the Administrator, upon request, with such
information, documents and advice relating to such Fund as is within the
possession or knowledge of such persons, and which in the opinion of the
Administrator, is necessary in order to enable it to perform its duties
hereunder. The Administrator shall not be responsible for, under any duty to
inquire into, or be deemed to make an y assurances with respect to the accuracy,
validity or propriety of any information, documents or advice provided to the
Administrator by any of the aforementioned persons. The Administrator shall not
be liable for any loss, damage or expense resulting from or arising out of the
failure of the Fund to cause any information, documents or advice to be provided
to the Administrator and shall be held harmless by each Fund when acting in
reliance upon such information, documents or advice relating to such Fund,
provided that any action taken or omitted by the Administrator in reliance upon
such advice, information or documentation is in good faith and without
negligence. All fees or costs charged by such persons shall be borne by the
appropriate Fund. In the event that any services performed by the Administrator
hereunder rely, in whole or in part, upon information obtained from a third
party service utilized or subscribed to by the Administrator which the
Administrator in its reasonable judgment deems reliable, the Administrator shall
not have any responsibility or liability for, under any duty to inquire into, or
deemed to make any assurances with respect to, the accuracy or completeness of
such information, provided that any action taken or omitted by the Administrator
in reliance upon such information is in good faith and without negligence.
(f) Nothing in this Agreement shall limit or restrict the
Administrator, any affiliate of the Administrator or any office or employee
thereof from acting as administrator for or with any third parties.
(g) The Administrator may apply to an officer of duly authorized
agent of any Fund for written instructions with respect to any matter arising in
connection with the Administrator's performance hereunder for such Fund, and the
Administrator shall not be liable for any action reasonably taken or omitted to
be taken by it in good faith in accordance with such instructions. Such
application for instructions may, at the option of the Administrator, set forth
in writing any action proposed to be taken or omitted to be taken by the
Administrator with respect to its duties or obligations under this Agreement and
the date on and/or after which such action shall be taken, and the Administrator
shall not be liable for any action taken or omitted to be taken in accordance
with a proposal included in any such application on or after the date specified
therein unless, prior to taking or omitting to take any such action, the
Administrator has received written instructions in response to such application
specifying the action to be taken or omitted. The Administrator may consult with
counsel to the appropriate Fund or its own counsel, at the Administrator's
expense (unless otherwise agreed by the Fund), and shall be fully protected with
respect to anything done or omitted by it in good faith in accordance with the
advice or opinion of such counsel.
(h) Notwithstanding any other provision contained in this
Agreement or any Schedule hereto, the Administrator shall have no duty or
obligation to with respect to, including, without limitation, any duty or
obligation to determine, or advise or notify any Fund of: (i) the taxable nature
of any distribution or amount received or deemed received by, or payable to, a
Fund, (ii) the taxable nature or effect on a Fund or its shareholders of any
corporate actions, class actions, tax reclaims, tax refunds or similar events,
(iii) the taxable nature or taxable amount of any distribution or dividend paid,
payable or deemed paid, by a Fund to its shareholders; or (iv) the effect under
any federal, state, or foreign income tax laws of a Fund making or not making
any distribution or dividend payment, or any election with respect thereto.
(i) The Administrator shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set forth
in this Agreement and Schedule I hereto, and no covenant or obligation shall be
implied against the Administrator in connection with this Agreement.
-3-
5. Allocation of Expenses.
Except as otherwise provided herein, all costs and expenses arising or incurred
in connection with the performance of this Agreement shall be paid by the
appropriate Fund, including but not limited to, organizational costs and costs
of maintaining corporate existence, taxes, interest, brokerage fees and
commissions, insurance premiums, compensation and expenses of such Fund's
trustees, directors, officers or employees, legal, accounting and audit
expenses, management, advisory, sub-advisory, shareholder servicing fees,
charges of custodians, transfer and dividend disbursing agents, expenses
(including clerical expenses) incident to the issuance, redemption or repurchase
of Fund shares, fees and expenses incident to the registration or qualification
under federal or state securities laws of the Fund or its shares, costs
(including printing and mailing costs) of preparing and distributing
Prospectuses, reports, notices and proxy material to such Fund's shareholders,
all expenses incidental to holding meetings of such Fund's trustees, directors
and shareholders, and extraordinary expenses as may arise, including litigation
affecting such Fund and legal obligations relating thereto for which the Fund
may have to indemnify its trustees, directors and officers.
6. Compliance Services.
(a) If Schedule I contains a requirement for the Administrator to
provide the Fund with compliance services, such services shall be provided
pursuant to the terms of this Section 6 (the "Compliance Services"). The precise
compliance review and testing services to be provided shall be as mutually
agreed between the Administrator and each Fund, and the results of the
Administrator's Compliance Services shall be detailed in a compliance summary
report ( the "Compliance Summary Report") prepared on a periodic basis as
mutually agreed. Each Compliance Summary Report shall be subject to review and
approval by the Fund. The Administrator shall have no responsibility or
obligation to provide Compliance Services other that those services specifically
listed in Schedule I, or mutually agreed upon in writing by the parties hereto
pursuant to item 2 of Schedule I.
(b) The Fund will examine each Compliance Summary Report
delivered to it by the Administrator and notify the Administrator of any error,
omission or discrepancy within ten (10) business days of its receipt. The Fund
agreed to notify the Administrator promptly if it fails to receive any such
Compliance Summary Report. The Fund further acknowledges that unless it notifies
the Administrator of any error, omission or discrepancy within ten (10) business
days, such Compliance Summary Report shall be deemed to be correct and
conclusive in all respects. In addition, if the Fund learns of any
out-of-compliance condition before receiving a Compliance Summary Report
reflecting such condition, the Fund will promptly notify the Administrator of
such condition after discovery thereof.
(c) While the Administrator will endeavor to identify
out-of-compliance conditions, the Administrator does not and could not for the
fees charged, make any guarantees, representations or warranties with respect to
its ability to identify all such conditions. In the event of any errors or
omissions in the performance of Compliance Services, the Fund's sole and
exclusive remedy and the Administrator's sole liability shall be limited to
re-performance by the Administrator of the Compliance Services affected and in
connection therewith the correction of any error or omission, if practicable and
the preparation of a corrected report, at no cost to the Fund.
7. Standard of Care; Indemnification.
(a) Except as otherwise provided herein, the Administrator shall
not be liable for any costs, expenses, damages, liabilities or claims (including
attorneys' and accountants' fees) incurred by a Fund, except those costs,
expenses, damages, liabilities or claims arising out of the Administrator's own
bad faith, negligence or willful misconduct. In no event shall the Administrator
be liable to any Fund or any third party for special, indirect or consequential
damages, or lost profits or loss of business, arising
-4-
under or in connection with this Agreement, even if previously informed of the
possibility of such damages and regardless of the form of action.
(b) The Fund shall indemnify and hold harmless the Administrator
from and against any and all costs, expenses, damages, liabilities and claims
(including claims asserted by a Fund), and reasonable attorneys' and
accountants' fees relating thereto, which are sustained or incurred or which may
be asserted against the Administrator, by reason of or as a result of any action
taken or omitted to be taken by the Administrator in good faith hereunder or in
reliance upon (i) any law, act, regulation or interpretation of the same even
though the same may thereafter have been altered, changed, amended or repealed,
(ii) such Fund's Registration Statement or Prospectus, (iii) any instructions of
an officer of such Fund, or (iv) any opinion of legal counsel for such Fund or
the Administrator, or arising out of transactions or other activities of such
Fund which occurred prior to the commencement of this Agreement; provided, that
no Fund shall indemnify the Administrator for costs, expenses, damages,
liabilities or claims arising out of the Administrator's own negligence, bad
faith or willful misconduct. This indemnity shall be a continuing obligation of
the Fund, its successors and assigns, notwithstanding the termination of this
Agreement.
(c) Actions taken or omitted in reasonable reliance on oral or
written instructions, or upon any information, order, indenture, stock
certificate, power of attorney, assignment, affidavit or other instrument
believed by the Administrator to be genuine or bearing the signature of a person
or persons believed to be authorized to sign, countersign or execute the same,
or upon the opinion of legal counsel for a Fund or its own counsel, shall be
conclusively presumed to have been taken or omitted in good faith.
8. Compensation.
(a) The Fund shall be responsible to compensate the Administrator
for all services provided to the Fund hereunder. The rates of compensation shall
be mutually agreed from time to time and set forth on a Fee Schedule attached
hereto and made a part hereof (which may be amended from time to time in writing
by mutual agreement) and such out-of-pocket expenses (e.g., telecommunication
charges, postage and delivery charges, record retention costs, reproduction
charges and transportation and lodging costs) as are incurred by the
Administrator in performing its duties hereunder. Except as hereinafter set
forth, compensation shall be calculated and accrued daily and paid monthly. It
is understood and agreed that the Administrator will submit its invoice for all
amounts due and payable hereunder to Opus Investment Management, which pursuant
to a prior arrangement, is responsible to remit payments for services provided
to the Fund. All amounts shall be due and payable within 30 days of the date of
such invoice. Nothing contained herein shall be construed to relieve the Fund
from responsibility for all fees incurred in connection with this Agreement. The
Administrator may debit the custody account of the Fund for amounts payable
hereunder which remain in arrears for over 60 days. Upon termination of this
Agreement before the end of any month, the compensation 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 effective date of termination
of this Agreement. For the purpose of determining compensation payable to the
Administrator, the Fund's net asset value shall be computed at the times and in
the manner specified in the Fund's Prospectus.
9. Term of Agreement.
(a) This Agreement shall continue until terminated by either the
Administrator giving to the Fund, or the Fund giving to the Administrator, a
notice in writing specifying the date of such termination, which date shall be
not less than 90 days after the date of the giving of such notice. Upon
termination hereof, the affected Fund(s) shall pay to the Administrator such
compensation as may be due as of the date of such termination, and shall
reimburse the Administrator for any disbursements and expenses made or incurred
by the Administrator and payable or reimbursable hereunder.
-5-
(b) Notwithstanding the foregoing, the Administrator may
terminate this Agreement upon 30 days prior written notice to a Fund if such
Fund shall terminate either its custody agreement or fund accounting agreement
with The Bank of New York, or fail to perform its obligations hereunder in a
material respect.
10. Force Majeure.
The Administrator shall not be responsible or liable for any failure or delay in
the performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities, computer (hardware or software) or communications
service; accidents; labor disputes; acts of civil or military authority or
governmental actions; it being understood that the Administrator shall use its
best efforts to resume performance as soon as practicable under the
circumstances. Notwithstanding the foregoing, if the Administrator is not
maintaining the back-up systems and disaster recovery capabilities required by
its regulators, it may not invoke this clause to excuse any delay or
non-performance which would have been avoided if it were.
11. Amendment.
This Agreement may not be amended or modified in any manner except by a written
agreement executed by the Administrator and the Fund to be bound thereby, and
authorized or approved by such Fund's Board.
12. Assignment.
This Agreement shall extend to and shall be binding upon the parties hereto, and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by any Fund without the written consent of the
Administrator, or by the Administrator without the written consent of the
affected Fund accompanied by the authorization or approval of such Fund's Board.
13. Governing Law; Consent to Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of
New York, without regard to conflict of laws principles thereof. The Fund hereby
consents to the jurisdiction of a state or federal court situated in New York
City, New York in connection with any dispute arising hereunder. The
Administrator and the Fund each hereby irrevocably waives any and all rights to
trial by jury in any legal proceeding arising out of or relating to this
Agreement. To the extent that in any jurisdiction any Fund may now or hereafter
be entitled to claim, for itself or its assets, immunity from suit, execution,
attachment (before or after judgment) or other legal process, such Fund
irrevocably agrees not to claim, and it hereby waives, such immunity.
14. Severability; Entire Agreement.
In case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations shall not in any way
be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances. This Agreement contains the final, complete and
exclusive understanding of the parties hereto and supersedes all prior or
contemporaneous, oral or written, agreements, understandings, representations
and negotiations between, the parties relating to the subject matter of this
Agreement.
-6-
15. No Waiver.
Each and every right granted to the Administrator hereunder or under any other
document delivered hereunder or in connection herewith, or allowed it by law or
equity, shall be cumulative and may be exercised from time to time. No failure
on the part of the Administrator to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by the Administrator of any right preclude any other or future exercise thereof
or the exercise of any other right.
16. Notices.
All notices, requests, consents and other communications pursuant to this
Agreement in writing shall be sent as follows:
if to the Fund, at
Opus Investment Trust
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
if to the Administrator, at
The Bank of New York
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. XxXxxx
Managing Director
or at such other place as may from time to time be designated in writing.
Notices hereunder shall be effective upon receipt.
17. Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original; but such counterparts together shall
constitute only one instrument.
18. Several Obligations.
The parties acknowledge that the obligations of the Funds hereunder are several
and not joint, that no Fund shall be liable for any amount owing by another Fund
and that the Funds have executed one instrument for convenience only.
19. Declaration of Trust.
A copy of the Declaration of Trust of the Fund is on file with the Secretary of
the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund.
-7-
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to
be executed by their duly authorized officers all as of the day and year first
above written.
OPUS INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxx
-------------------------------
Xxxxxx X. XxXxxx
Title: Managing Director
-8-
EXHIBIT A
Portfolios
----------
Opus Cash Reserves
SCHEDULE I
ADMINISTRATIVE SERVICES
1. Assist the Secretary of each Fund in preparation for Board meetings.
Such draft minutes, meeting agendas and other material prepared in preparation
for each Board meeting are subject to review and approval of Fund counsel.
2. Perform for each Fund, the compliance tests as mutually agreed and which
shall be specific to each Fund. The Compliance Summary Reports listing the
results of such tests are subject to review and approval by each Fund.
3. Participate in the periodic updating of the Fund's Registration
Statement and Prospectus and, subject to approval by such Fund's Treasurer and
legal counsel, coordinate the preparation, filing, printing and dissemination of
periodic reports and other information to the SEC and the Fund's shareholders,
including annual and semi-annual reports to shareholders, annual and semi-annual
Form N-SAR, Form N-CSR, Form N-Q and notices pursuant to Rule 24(f)-2.
4. Prepare and file all Form 1099s with respect to each Fund's directors or
trustees subject to review and approval by each Fund's independent auditors;
prepare workpapers pertaining to the preparation of federal, state and local
income tax returns for each Fund and Series and file such returns at the
direction of such auditors; and perform ongoing wash sales review (i.e.,
purchases and sales of Fund investments within 30 days of each other.
5. Prepare and, subject to approval of each Fund's Treasurer, disseminate
to such Fund's Board quarterly unaudited financial statements and schedules of
such Fund's investments and make presentations to the Board, as appropriate.
6. Prepare statistical reports for outside information services (e.g.,
IBC/Xxxxxxxx, ICI, Lipper Analytical and Morningstar).
7. Attend shareholder and Board meetings as requested from time to time.
8. Subject to review and approval by the Fund Treasurer, establish
appropriate expense accruals, maintain expense files and coordinate the payment
of invoices for each Fund.
9. Subject to review and approval by the Fund Treasurer, compute
Performance Calculations (Yield and Total Return).
10. Blue Sky Services
. Subject to approval of the Fund's Board and its legal counsel,
perform initial registration for Funds or Series in such states
as the Fund shall identify to the Administrator.
. Subject to approval of the Fund's Board and its legal counsel,
perform renewal registration for Funds or Series in such states
as the Fund shall identify to the Administrator.
. Receive nightly downloads of sales data from transfer agents.
. Update state/territory sales information for the Fund or Series.
. Create and maintain state/territory sales information worksheets
for the Fund or Series.
. Monitor changes in Blue Sky laws and procedures for all
registered states/territories.
. Subject to approval of the Fund's legal counsel, update filing
requirements for all law and procedural changes.
. Communicate directly with regulatory authorities in
states/territories as needed.
. Periodically attend Investment Company Institute (ICI) State
Liaison Committee meetings (at no expense to the Fund).
11. Perform calculations in order to determine any capital gain dividends
payable by the Fund at such times and in such manner as shall be mutually agreed
between the Administrator and the Fund. The result of all such calculations by
the Administrator shall be reviewed and approved by the Fund's Treasurer and
Principal Financial Officer.
-2-
DOMESTIC CUSTODY, FUND ACCOUNTING
AND FUND ADMINISTRATION
FEE SCHEDULE FOR
OPUS CASH RESERVE
October 7, 2004 [LOGO] THE BANK OF NEW YORK
--------------------------------------------------------------------------------
U.S. Safekeeping
0.50 basis point per annum on total gross adjusted assets.
Transaction Charges
$ 5.00* Book-Entry Settlements/Paydowns-DTC/FRB
$15.00 Physical Settlements, Options, Futures, and Other Derivatives
$40.00 Eurodollar C/D's
$ 7.50 For wires and checks not related to security transactions
* Subject to $10 surcharge for instructions not delivered in an electronic, STP
manner
There is an annual minimum safekeeping fee of $10,000 per portfolio.
Fund Accounting - Daily NAV
1.50 basis points annually on the first $2 billion in total gross adjusted
assets.
1.25 basis points on the excess over $2 billion.
Note: There is an additional fee for share classes in excess of 2.
There is an annual minimum Fund Accounting fee of $40,000 per portfolio.
Fund Administration Services - Bundled
2.0 basis points annually on the first $2 billion in total gross adjusted
assets.
1.75 basis points on the excess over $2 billion.
There is an annual minimum Fund Administration fee of $55,000 per portfolio.
DOMESTIC CUSTODY, FUND ACCOUNTING
AND FUND ADMINISTRATION
FEE SCHEDULE FOR
OPUS CASH RESERVE
October 7, 2004 [LOGO] THE BANK OF NEW YORK
--------------------------------------------------------------------------------
Corporate Governance
Provide Xxxxxxxx-Xxxxx sub-certifications $750 per fund per annum
2004 Mutual Fund Accounting Security Pricing Fee Schedule
Monthly Pricing Base Charge per fund per annum: $500.00
Monthly Pricing Charge Schedule per Security, by Asset Type, by Vendor:
------------------------------------------------------------------------------
Asset Type Vendor(s) Monthly
------------------------------------------------------------------------------
CMOs Xxxxxxx Xxxxx $46.20
International Dividends IDC $32.34
ARMs Xxxxxxx Xxxxx $23.10
Adjustable Rate, CMOs, High Yield Corporates JJK $23.10
Variable Rates MMD $23.10
International Bond Evaluation IDC $21.00
CMOs IDC $16.80
Asset Backed, CMOs Xxxxxx $15.75
Foreign Fixed Income FRI $13.02
Munis IDC, JJK, Xxxxxx $11.55
Corps, Govt Bonds, Asset Backed, SBAs Xxxxxxx Xxxxx $11.55
Corporate/Government Bonds IDC, Xxxxxx $10.50
International Equities, Money Market IDC $10.50
MBS Xxxxx Xxxxxxx Xxxxx, Xxxxxx $10.50
Domestic Dividends Xxxxxx $10.50
MBS Factors IDC, Xxxxxx $ 9.45
Government Xxxxxxx Xxxxx $ 8.19
Treasury, Equity, MBS Bonds, Corporates JJK $ 5.88
MBS Xxxxxxx Xxxxx $ 5.46
Domestic Equity IDC, Xxxxxx $ 3.15
Canadian, Options/Futures (listed) IDC $ 3.15
--------------------------------------------------------------------------------
Charge for all manually obtained prices during the month: $5.00 each per
occurrence
Note: The above mentioned fees are for calendar year 2004. The Bank of New York
reserves the right to adjust the Mutual Fund Accounting Security Pricing Fee
Schedule annually beginning with calendar year 2005. The above fees may be
adjusted annually to reflect the cost of obtaining Security Prices from Pricing
Vendors and inflation.
DOMESTIC CUSTODY, FUND ACCOUNTING
AND FUND ADMINISTRATION
FEE SCHEDULE FOR
OPUS CASH RESERVE
October 7, 2004 [LOGO] THE BANK OF NEW YORK
--------------------------------------------------------------------------------
Out-of-Pocket
In addition to the above fee schedule, Out of Pocket Charges will be charged and
include, but are not limited to:
. Securities pricing and broker quotes.
. Telephone and other transmittal charges.
. SAS 70 Report.
. Dual set of books for tracking tax amortization and accretion
elections.
. Early cash availability.
. Apollo access.
. Special audits and pricing audits.
. Postage and insurance on physical transfer items.
. Federal Reserve charges.
. Global sub-custodian out-of-pocket charges.
. Duplicating charges.
. Legal, audit and other professional fees.
. Travel and expenses for attendance at board, committee or any special
meetings.
. Preparation of custom reports (excludes annual and semi-annual
reports).
. Consultative services or other functions including fund
reorganizations and special projects will be charged at a negotiated
rate.
. Custom electronic interfaces and/or programming beyond normal and
customary system development associated with conversion and
thereafter.
Earnings Credit on Balances/Interest on Overdrafts
Earnings credits are provided to each portfolio on 90% of the daily available
balance in the domestic custodian account after reduction for Federal Reserve
requirements, computed at the 90-day T- xxxx rate minus 25 bps on the day of the
balance.
Overdrafts, excluding bank errors, will cause a reduction of earnings credits
daily, computed at 2.0% above the Federal Funds rate on the day of the
overdraft.
Credits and debits will be accumulated daily and offset monthly against the
Bank's safekeeping custodian fees. To the extent a net debit is accumulated,
each portfolio will be billed for the expense. To the extent a net earnings
credit is generated, such excess earnings credit can be carried forward until
calendar year end. Any credits remaining after that date will be forfeited.
5
DOMESTIC CUSTODY, FUND ACCOUNTING
AND FUND ADMINISTRATION
FEE SCHEDULE FOR
OPUS CASH RESERVE
October 7, 2004 [LOGO] THE BANK OF NEW YORK
--------------------------------------------------------------------------------
Minimum Fee Waiver
To reflect our sincere desire to demonstrate our capabilities and to form a
mutually beneficial partnership with Allmerica Financial, we will waive our
minimum fees for the first six months of operation of the fund.
Billing Cycle
All fees will be billed on a monthly basis.
All of the information contained within this schedule is confidential and should
not be made available to third parties prior to reference to The Bank of New
York.
Agreed and accepted by:
OPUS Cash Reserve The Bank of New York
By: (signature) Xxxx X. Xxxxxxxxx By: (signature) /s/ Xxxxxx X. XxXxxx
--------------------- ------------------------
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. XxXxxx
Title: President Title: Managing Director
Date: October 7, 2004 Date: April 6, 2005
