Exhibit (H)(6)
FUND SUB-ADMINISTRATION SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 24 day of August, 2004,
by and among SKYLINE FUNDS, a Massachusetts business trust (the "Trust"),
SKYLINE ASSET MANAGEMENT, L.P., Delaware limited partnership (the "Adviser"),
and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company
("USBFS").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company, and
is authorized to issue shares of beneficial interest in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Adviser is an investment adviser registered under the
Investment Advisers Act of 1940, as amended, and serves as the investment
manager of open-end management investment companies registered under the 1940
Act, including the Trust and pursuant to the all-inclusive agreement the Adviser
provides investment advisory services and administration to the Trust;
WHEREAS, USBFS is, among other things, in the business of providing fund
sub-administration services for the benefit of its customers; and
WHEREAS, the Trust desires to retain USBFS to provide fund
sub-administration services for each series of the Trust listed on Exhibit A
hereto (as amended from time to time) (each a "Fund", collectively the "Funds").
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. APPOINTMENT OF USBFS AS SUB-ADMINISTRATOR
The Trust hereby appoints USBFS as sub-administrator of the Trust on the
terms and conditions set forth in this Agreement, and USBFS hereby accepts
such appointment and agrees to perform the services and duties set forth in
this Agreement.
2. SERVICES AND DUTIES OF USBFS
USBFS shall provide the following fund sub-administration services for the
Funds, including but not limited to:
A. Performance Reporting:
(1) Calculate and distribute all standard pre-tax performance
information (daily calculation) - one-year, 3-year, 5-year,
10-year and since inception
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(2) Calculate and distribute after-tax performance information -
one-year, 3-year, 5-year, 10-year and since inception as required
by the Fund's Prospectus and SAI
(3) Electronic delivery of performance information to Adviser, third
party firms, website and others as needed (via facsimile, file,
e-mail, FTP)
(4) Benchmark information - 8,000 benchmarks available.
B. IRS Compliance and Tax Reporting:
(1) Prepare and file on a timely basis appropriate federal and state
tax returns including, without limitation, Forms 1120/8610 with
any necessary schedules.
(2) Prepare state income breakdowns where relevant.
(3) File Form 1099 Miscellaneous for payments to Trustees and other
service providers.
(4) Monitor wash sale losses.
(5) Calculate eligible dividend income for corporate shareholders.
(6) Calculate required distributions (including excise tax
distributions).
(7) Monitor the Trust's status as a regulated investment company
under Subchapter M, including without limitation, review of the
following:
a. Asset diversification requirements.
b. Qualifying income requirements.
c. Distribution requirements.
3. COMPENSATION
USBFS shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit B hereto
(as amended from time to time). Adviser shall pay all fees and reimbursable
expenses within thirty (30) calendar days following receipt of the billing
notice, except for any fee or expense subject to a good faith dispute.
Adviser shall notify USBFS in writing within thirty (30) calendar days
following receipt of each invoice if Adviser is disputing any amounts in
good faith. Adviser shall settle such disputed amounts within ten (10)
calendar days of the day on which the parties agree to the amount to be
paid. With the exception of any fee or expense Adviser is disputing in good
faith as set forth above, unpaid invoices shall accrue a finance charge of
one and one-half percent (1 1/2%) per month, after the due date.
4. INDEMNIFICATION; LIMITATION OF LIABILITY
A. USBFS shall exercise reasonable care in the performance of its duties
under this Agreement. USBFS shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust or
Adviser in connection with matters to which this Agreement relates,
including losses resulting from mechanical breakdowns or the failure
of communication or power supplies beyond USBFS's control, except a
loss arising out of or relating to USBFS's refusal or failure to
comply with the terms of this Agreement or from bad faith, negligence,
or willful misconduct on its part in the performance of its duties
under this Agreement.
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Notwithstanding any other provision of this Agreement, if USBFS has
exercised reasonable care in the performance of its duties under this
Agreement, the Adviser shall indemnify and hold harmless USBFS from
and against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable attorneys'
fees) which USBFS may sustain or incur or which may be asserted
against USBFS by any person arising out of any action taken or omitted
to be taken by it in performing the services hereunder, except for any
and all claims, demands, losses, expenses, and liabilities arising out
of or relating to USBFS's refusal or failure to comply with the terms
of this Agreement or from bad faith, negligence or from willful
misconduct on its part in performance of its duties under this
Agreement, (i) in accordance with the foregoing standards, or (ii) in
reliance upon any written or oral instruction provided to USBFS by any
duly authorized officer of the Trust or Adviser, such duly authorized
officer to be included in a list of authorized officers furnished to
USBFS and as amended from time to time in writing by resolution of the
Board of Trustees.
USBFS shall indemnify and hold the Trust and Adviser harmless from and
against any and all claims, demands, losses, expenses, and liabilities
of any and every nature (including reasonable attorneys' fees) that
the Trust or Adviser may sustain or incur or that may be asserted
against the Trust or Adviser by any person arising out of any action
taken or omitted to be taken by USBFS as a result of USBFS's refusal
or failure to comply with the terms of this Agreement, its bad faith,
negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, USBFS shall promptly take all
reasonable steps to minimize service interruptions for any period that
such interruption continues beyond USBFS's control. USBFS will make
every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of
USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable
provision for emergency use of electrical data processing equipment to
the extent appropriate equipment is available. Representatives of the
Trust or Adviser shall be entitled to inspect USBFS's premises and
operating capabilities at any time during regular business hours of
USBFS, upon reasonable notice to USBFS.
Notwithstanding the above, USBFS reserves the right to reprocess and
correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the indemnitor may
be asked to indemnify or hold the indemnitee harmless, the indemnitor
shall be fully and promptly advised of all pertinent facts concerning
the situation in question, and it is further understood that the
indemnitee will use all reasonable care to notify the indemnitor
promptly concerning any situation that presents or appears likely to
present the probability of a claim for indemnification. The indemnitor
shall have the option to defend the
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indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will
so notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such
situation initiate no further legal or other expenses for which it
shall seek indemnification under this section. The indemnitee shall in
no case confess any claim or make any compromise in any case in which
the indemnitor will be asked to indemnify the indemnitee except with
the indemnitor's prior written consent.
C. The indemnification provisions of this Agreement shall survive the
termination of this Agreement.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION
USBFS agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Trust all
records and other information relative to the Trust and prior, present, or
potential shareholders of the Trust (and clients of said shareholders), and
not to use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Trust, which approval
shall not be withheld where USBFS may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust.
Further, USBFS will adhere to the privacy policies adopted by the Trust
pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from
time to time (the "Act"). Notwithstanding the foregoing, USBFS will not
share any nonpublic personal information concerning any of the Trust's
shareholders to any third party unless specifically directed by the Trust
or allowed under one of the exceptions noted under the Act.
6. TERM OF AGREEMENT; AMENDMENT
This Agreement shall become effective as of the date first written above
and will continue in effect for a period of three years. Subsequent to the
initial three-year term, this Agreement will automatically renew for annual
periods and may be terminated by either party upon giving sixty (60) days
prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. However, this Agreement may be amended
by mutual written consent of the parties.
7. RECORDS
USBFS shall keep records relating to the services to be performed hereunder
in the form and manner, and for such period, as it may deem advisable and
is agreeable to the Trust, but not inconsistent with the rules and
regulations of appropriate government authorities, in particular, Section
31 of the 1940 Act and the rules thereunder. USBFS agrees that all such
records prepared or maintained by USBFS relating to the services to be
performed
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by USBFS hereunder are the property of the Trust and will be preserved,
maintained, and made available in accordance with such applicable sections
and rules of the 1940 Act and will be promptly surrendered to the Trust on
and in accordance with its request.
8. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, without regard to conflicts of law principles. To the extent
that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act,
the latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
9. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any of
USBFS's duties or responsibilities hereunder is designated by the Trust by
written notice to USBFS, USBFS will promptly, upon such termination and at
the expense of the Adviser, transfer to such successor all relevant books,
records, correspondence, and other data established or maintained by USBFS
under this Agreement in a form reasonably acceptable to the Trust (if such
form differs from the form in which USBFS has maintained, the Adviser shall
pay any expenses associated with transferring the data to such form), and
will cooperate in the transfer of such duties and responsibilities,
including provision for assistance from USBFS's personnel in the
establishment of books, records, and other data by such successor.
10. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower USBFS to
act as agent for the other party to this Agreement, or to conduct business
in the name, or for the account, of the other party to this Agreement.
11. DATA NECESSARY TO PERFORM SERVICES
The Trust or its agent, including the Adviser, shall furnish to USBFS the
data necessary to perform the services described herein at such times and
in such form as mutually agreed upon. If USBFS is also acting in another
capacity for the Trust, nothing herein shall be deemed to relieve USBFS of
any of its obligations in such capacity.
12. ASSIGNMENT
This Agreement may not be assigned by either party without the prior
written consent of the other party.
13. NOTICES
Any notice or waiver of any provision of this Agreement required or
permitted to be given by either party to the other shall be in writing and
shall be deemed to have been
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given on the date delivered personally or by courier service, or three (3)
days after sent by registered or certified mail, postage prepaid, return
receipt requested, or on the date sent and confirmed received by facsimile
transmission to the other party's address set forth below:
Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Adviser and the Trust shall be sent to:
Skyline Asset Management, L.P.
c/o Xxxxxx Xxxxxx
Chief Compliance Officer
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer in one or more counterparts as of the date first
above written.
SKYLINE FUNDS U.S. BANCORP FUND SERVICES, LLC
By: /s/ Xxx Xxx By: /s/ Xxx X. Xxxxxxx
--------------------------------- ------------------------------
Xxx Xxx Xxx X. Xxxxxxx
Title: Treasurer Title: President
SKYLINE ASSET MANAGEMENT, L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Title: Partner and Chief Operating Officer
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EXHIBIT A
TO THE
FUND ADMINISTRATION SERVICING AGREEMENT
FUND NAMES
NAME OF SERIES DATE ADDED
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SKYLINE SPECIAL EQUITIES PORTFOLIO
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EXHIBIT B
TO THE
FUND SUB-ADMINISTRATION SERVICING AGREEMENT
FEE SCHEDULE
1. Performance Reporting Automation Available
- Annual Service Fee - $1,200 per year
2. IRS Compliance and Tax Reporting Services
- Annual Service Fee - $12,000 per year
3. 2003 tax return preparation - $400.00
Billed monthly. Annual CPI adjustment applies.
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