Exhibit 23(h)(4)
FORM OF FUND ACCOUNTING AGREEMENT
AGREEMENT made this 1st day of January, 2003, between XXXX XXXXXXXXX
VARIABLE INSURANCE TRUST (the "Trust"), a Massachusetts business trust, and
BISYS FUND SERVICES OHIO, INC. (the "Fund Accountant"), an Ohio corporation.
WHEREAS, the Trust and the Fund Accountant entered into a Fund Accounting
Agreement dated October 1, 2000 (the "2000 Agreement"), whereby the Fund
Accountant agreed to perform certain services for each series of the Trust, as
now in existence or as hereafter may be established from time to time
(individually referred to herein as a "Fund" and collectively as the "Funds"),
which agreement subsequently terminated;
WHEREAS, the Trust desires that the Fund Accountant perform such fund
accounting services for the Trust and each of the Funds;
WHEREAS, the Fund Accountant is willing to perform such services on the
terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS THE FUND ACCOUNTANT.
The Trust hereby retains the Fund Accountant to perform fund accounting
services as set forth in this Section 1. The Fund Accountant hereby accepts such
employment to perform the Services. The Fund Accountant agrees to perform the
services described herein in accordance with the service standards set forth in
Schedule B attached hereto.
(a) MAINTENANCE OF BOOKS AND RECORDS. The Fund Accountant will keep
and maintain the following books and records of each Fund
pursuant to Rule 31a-1 under the Investment Company Act of 1940
(the "Rule"):
(i) Journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and
disbursements of cash and all other debits and credits, as
required by subsection (b)(1) of the Rule;
(ii) General and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts,
including interest accrued and interest received, as
required by subsection (b)(2)(I) of the Rule;
(iii) Separate ledger accounts required by subsection (b)(2)(ii)
and (iii) of the Rule; and
(iv) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of
the Rule.
(b) PERFORMANCE OF DAILY ACCOUNTING SERVICES. In addition to the
maintenance of the books and records specified above, the Fund
Accountant shall perform the following accounting services daily
for each Fund:
(i) Calculate the net asset value per share utilizing prices
obtained from the sources described in subsection 1(b)(ii)
below;
(ii) Obtain security prices from independent pricing services,
or if such quotes are unavailable, then obtain such prices
from each Fund's investment adviser or its designee, as
approved by the Trust's Board of Trustees;
(iii) Verify and reconcile with the Fund's custodian all daily
trade activity;
(iv) Compute, as appropriate, each Fund's net income and
capital gains, dividend payables, dividend factors, 7-day
yields, 7-day effective yields, 30-day yields, and
weighted average portfolio maturity;
(v) Review daily the net asset value calculation and dividend
factor (if any) for each Fund prior to release to
shareholders, check and confirm the net asset values and
dividend factors for reasonableness and deviations, and
distribute net asset values and yields to NASDAQ;
(vi) Report to the Trust the daily market pricing of securities
in any money market Funds, with the comparison to the
amortized cost basis;
(vii) Determine unrealized appreciation and depreciation on
securities held in variable net asset value Funds;
(viii) Amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested
by the Trust;
(ix) Update fund accounting system to reflect rate changes, as
received from a Fund's investment adviser, on variable
interest rate instruments;
(x) Post Fund transactions to appropriate categories;
2
(xi) Accrue expenses of each Fund according to instructions
received from the Trust's Administrator;
(xii) Determine the outstanding receivables and payables for all
(1) security trades, (2) Fund share transactions and (3)
income and expense accounts;
(xiii) Provide accounting reports in connection with the Trust's
regular annual audit and other audits and examinations by
regulatory agencies; and
(xiv) Provide such periodic reports as the parties shall agree
upon, as set forth in a separate schedule.
(c) SPECIAL REPORTS AND SERVICES.
(i) The Fund Accountant may provide additional special reports
upon the request of the Trust or a Fund's investment
adviser, which may result in an additional charge, the
amount of which shall be agreed upon between the parties.
(ii) The Fund Accountant may provide such other similar
services with respect to a Fund as may be reasonably
requested by the Trust, which may result in an additional
charge, the amount of which shall be agreed upon between
the parties.
(d) ADDITIONAL ACCOUNTING SERVICES. The Fund Accountant shall also
perform the following additional accounting services for each
Fund:
(i) Provide monthly a download (and hard copy thereof) of the
financial statements described below, upon request of the
Trust. The download will include the following items:
Schedule of Investments,
Cash Statement,
Schedule of Capital Gains and Losses,
Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;
(ii) Provide accounting information for the following:
3
(A) federal and state income tax returns and federal excise
tax returns;
(B) the Trust's semi-annual reports with the Securities and
Exchange Commission ("SEC") on Form N-SAR;
(C) the Trust's annual, semi-annual and quarterly (if any)
shareholder reports;
(D) registration statements on Form N-1A and other filings
relating to the registration of Shares;
(E) the Administrator's monitoring of the Trust's status as a
regulated investment company under Subchapter M of the
Internal Revenue Code, as amended;
(F) annual audit by the Trust's auditors; and
(G) examinations performed by the SEC.
2. SUBCONTRACTING.
The Fund Accountant may, at its expense and with the written consent
of the Trust, subcontract with any entity or person concerning the provision of
the services contemplated hereunder; provided, however, that the Fund Accountant
shall not be relieved of any of its obligations under this Agreement by the
appointment of such subcontractor and provided further, that the Fund Accountant
shall be responsible, to the extent provided in Section 7 hereof, for all acts
of such subcontractor as if such acts were its own.
3. COMPENSATION.
The Trust shall pay the Fund Accountant for the services to be
provided by the Fund Accountant under this Agreement in accordance with, and in
the manner set forth in, Schedule A hereto, as such Schedule may be amended from
time to time.
4. REIMBURSEMENT OF EXPENSES.
In addition to paying the Fund Accountant the fees described in
Section 3 hereof, the Trust agrees to reimburse the Fund Accountant for the
following reasonable out-of-pocket expenses in providing services hereunder:
(a) All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by the Fund Accountant in
communication with the
4
Trust, the Trust's investment advisor or custodian, dealers or others
as required for the Fund Accountant to perform the services to be
provided hereunder;
(b) The cost of obtaining security market quotes pursuant to Section
l(b)(ii) above; and
(c) Any expenses the Fund Accountant shall incur at the written direction
of an officer of the Trust (other than an officer of the Trust who is
also an employee of the Fund Accountant) thereunto duly authorized.
5. EFFECTIVE DATE.
This Agreement shall become effective with respect to a Fund as of the
date first written above.
6. TERM.
The initial term of this Agreement (the "Initial Term") shall be for a
period commencing on the date first written above and ending on September 30,
2005. This Agreement shall be renewed automatically for successive three-year
terms unless written notice not to renew is given by the non-renewing party to
the other party at least 90 days prior to the expiration of the then-current
term. After this Agreement is terminated, for so long as the Fund Accountant,
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 Fund Accountant and unpaid by the Trust upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. The Fund Accountant shall be entitled to collect from the Trust, in
addition to the compensation described under Section 3 hereof, the amount of all
of the Fund Accountant's reasonable cash disbursements for services in
connection with the Fund Accountant'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, for a reasonable fee, the Fund Accountant will
provide the Trust with reasonable access to any Trust documents or records
remaining in its possession.
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.
7. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION.
The Fund Accountant shall use its best efforts to ensure the accuracy
of all services performed under this Agreement, but shall not be liable to the
Trust for any action taken or omitted
5
by the Fund Accountant in the absence of bad faith, willful misfeasance,
negligence or reckless disregard by it of its obligations and duties. The Trust
agrees to indemnify and hold harmless the Fund Accountant, its employees,
agents, directors, officers and nominees from and against any and all claims,
demands, actions and suits, whether groundless or otherwise, and from and
against any and all judgments, liabilities, losses, damages, costs, charges,
reasonable counsel fees and other reasonable expenses of every nature and
character arising out of or in any way relating to the Fund Accountant's actions
taken or nonactions with respect to the performance of services under this
Agreement or based, if applicable, upon reasonable reliance on information,
records, instructions or requests with respect to a Fund given or made to the
Fund Accountant by a duly authorized representative of the Trust; provided that
this indemnification shall not apply to actions or omissions of the Fund
Accountant or its employees, agents, directors, officers or nominees in cases of
their own bad faith, willful misfeasance, negligence or reckless disregard by
any or all of them of the Fund Accountant's obligations and duties, and further
provided that prior to confessing any claim against it which may be the subject
of this indemnification, the Fund Accountant shall give the Trust written notice
of and reasonable opportunity to defend against said claim in its own name or in
the name of the Fund Accountant.
The Fund Accountant agrees to indemnify and hold harmless the Trust,
its employees, agents, Trustees, officers and nominees from and against any and
all actions, suits, demands 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 Fund Accountant's or its
employees', agents', directors', officers' or nominees' bad faith, willful
misfeasance, negligence or reckless disregard by any or all of them of the Fund
Accountant's obligations and duties with respect to the performance of services
under this Agreement; provided, that, prior to confessing any claim against it
which may be the subject of this indemnification, the Trust shall give the Fund
Accountant written notice of and a reasonable opportunity to defend against said
claim in its own name or in the name of the Trust.
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
6
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 indemnified party for the reasonable fees and
expenses of any counsel retained by the other party.
8. RECORD RETENTION AND CONFIDENTIALITY.
The Fund Accountant shall keep and maintain on behalf of the Trust all
books and records which the Trust and the Fund Accountant is, or may be,
required to keep and maintain pursuant to any applicable statutes, rules and
regulations, including without limitation Rules 31a-1 and 31a-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"), relating to the
maintenance of books and records in connection with the services to be provided
hereunder. The Fund Accountant further agrees that all such books and records
shall be the property of the Trust and to make such books and records available
for inspection by the Trust or by the SEC at reasonable times and otherwise to
keep confidential all books and records and other information relative to the
Trust and its shareholders; except when requested to divulge such information by
duly-constituted authorities or court process.
9. UNCONTROLLABLE EVENTS.
The Fund Accountant assumes no responsibility hereunder, and shall not
be liable, for any damage, loss of data, delay or any other loss whatsoever
caused by events beyond its reasonable control.
10. REPORTS.
The Fund Accountant will furnish to the Trust and to its properly
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports and at such times as are prescribed pursuant to the
terms and the conditions of this Agreement to be provided or completed by the
Fund Accountant, or as subsequently agreed upon by the parties pursuant to an
amendment hereto.
11. RIGHTS OF OWNERSHIP.
All computer programs and procedures developed to perform services
required to be provided by the Fund Accountant under this Agreement are the
property of the Fund Accountant. All records and other data except such computer
programs and procedures are the exclusive property of the Trust and all such
other records and data will be furnished to the Trust in appropriate form as
soon as practicable after termination of this Agreement for any reason.
12. RETURN OF RECORDS.
7
The Fund Accountant may at its option at any time, and shall promptly
upon the Trust's demand, turn over to the Trust and cease to retain the Fund
Accountant's files, records and documents created and maintained by the Fund
Accountant pursuant to this Agreement which are no longer needed by the Fund
Accountant in the performance of its services or for its legal protection. If
not so turned over to the Trust, such documents and records will be retained by
the Fund Accountant for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to the Trust
unless the Trust authorizes in writing the destruction of such records and
documents.
13. REPRESENTATIONS OF THE TRUST.
The Trust certifies to the Fund Accountant that: (1) as of the close
of business on each Conversion Date, each Fund that is in existence as of the
Conversion Date has authorized unlimited shares, and (2) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties and general
principles of equity.
14. REPRESENTATIONS OF THE FUND ACCOUNTANT.
The Fund Accountant represents and warrants that: (1) the various
procedures and systems which the Fund Accountant has implemented with regard to
safeguarding from loss or damage attributable to fire, theft, or any other cause
the records, and other data of the Trust and the Fund Accountant's records,
data, equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are required for the secure performance of its obligations
hereunder, and (2) this Agreement has been duly authorized by the Fund
Accountant and, when executed and delivered by the Fund Accountant, will
constitute a legal, valid and binding obligation of the Fund Accountant,
enforceable against the Fund Accountant in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
15. INSURANCE.
The Fund Accountant shall notify the Trust should any of its insurance
coverage be canceled or reduced. Such notification shall include the date of
change and the reasons therefor. The Fund Accountant shall notify the Trust of
any material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Trust from time to time as may be appropriate of the total outstanding claims
made by the Fund Accountant under its insurance coverage.
16. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS.
8
The Trust has furnished to the Fund Accountant, or will furnish to the
Fund Accountant within 90 days following the effective date of this Agreement,
the following:
(a) Copies of the Agreement and Declaration of Trust of the Trust and
of any amendments thereto, certified by the proper official of
the state in which such document has been filed.
(b) Copies of the following documents:
(i) The Trust's Bylaws and any amendments thereto;
(ii) Certified copies of resolutions of the Board of Trustees
covering the approval of this Agreement, authorization of a
specified officer of the Trust to execute and deliver this
Agreement and authorization for specified officers of the
Trust to instruct the Fund Accountant thereunder; and
(iii) Any Fund Participation Agreement to which the Trust is a
party.
(c) A list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct the
Fund Accountant in all matters.
(d) Two copies of the Prospectuses and Statements of Additional
Information for each Fund.
17. INFORMATION FURNISHED BY THE FUND ACCOUNTANT.
(a) The Fund Accountant has furnished to the Trust the following:
(i) The Fund Accountant's Articles of Incorporation; and
(ii) The Fund Accountant's Bylaws and any amendments thereto.
(b) The Fund Accountant shall, upon request, furnish certified copies
of corporate actions covering the following matters:
(i) Approval of this Agreement, and authorization of a
specified officer of the Fund Accountant to execute and
deliver this Agreement; and
(ii) Authorization of the Fund Accountant to act as fund
accountant for the Trust and to provide accounting services
for the Trust.
9
18. AMENDMENTS TO DOCUMENTS.
The Trust shall furnish the Fund Accountant written copies of any
amendments to, or changes in, any of the items referred to in Section 16 hereof
forthwith upon such amendments or changes becoming effective. In addition, the
Trust agrees that no amendments will be made to the Prospectuses or Statements
of Additional Information of the Trust which might have the effect of changing
the procedures employed by the Fund Accountant in providing the services agreed
to hereunder or which amendment might affect the duties of the Fund Accountant
hereunder unless the Trust first obtains the Fund Accountant's approval of such
amendments or changes.
19. COMPLIANCE WITH LAW.
Except for the obligations of the Fund Accountant set forth in Section
8 hereof, the Trust assumes full responsibility for the preparation, contents
and distribution of each prospectus of the Trust as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the 1940 Act and any other laws, rules and regulations of
governmental authorities having jurisdiction. The Fund Accountant shall have no
obligation to take cognizance of any laws relating to the sale of the Trust's
Shares. The Trust represents and warrants that no Shares of the Trust will be
offered to the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or becomes effective.
20. NOTICES.
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 Fund Accountant, to it at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000, Attn: President; if to the Trust, to it at AXA Xxxxxxxxx
Investment Management LLC, 0 Xxxxxx Xxx, Xxxxxx, Xxxxxxxxxx, 00000, Attn: Xxxxxx
X. Xxxxx, Esq., with a copy to X.X. Xxxxxxxxx, Esq., Ropes & Xxxx, Xxx
Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, or at such other address
as such party may from time to time specify in writing to the other party
pursuant to this Section.
21. HEADINGS.
Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
22. ASSIGNMENT.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to a Fund by either of the parties hereto except by the
specific written consent of the other
10
party. This Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and permitted assigns.
23. GOVERNING LAW.
This Agreement shall be governed by and provisions shall be construed
in accordance with the laws of the State of Ohio.
24. MATTERS RELATING TO THE TRUST AS A MASSACHUSETTS BUSINESS TRUST.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the property of
the Trust. The execution and delivery of this Agreement have been authorized by
the Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the property of the Trust as provided in the
Trust's Agreement and Declaration of Trust, which is on file with the Secretary
of The Commonwealth of Massachusetts.
25. CONFIDENTIAL INFORMATION. Each party acknowledges that it may acquire
knowledge and information relating to the other party and its affiliates which
is not generally known by others including, but not limited to, information
pertaining to business plans, prior, present or potential shareholders,
employees, customers and/or suppliers, and that all such knowledge and
information acquired or developed is and shall be confidential and proprietary
information (all such confidential and proprietary information is herein
collectively referred to as the "Confidential Information"). Each party agrees
to hold the Confidential Information in strict confidence, to refrain from
directly or indirectly disclosing it to others or using it in any way except for
purposes of performing services hereunder, and to prevent any unauthorized
person access to it either before or after termination of this Agreement,
without the prior written consent of the other party. Both parties further agree
to take all action reasonable and necessary to protect the confidentiality of
the Confidential Information. The parties shall use their best efforts to have
their officers, employees and agents agree to the terms of this Section. The
obligations of the parties contained in this section shall survive termination
of this Agreement. Neither party's confidentiality obligations under this
provision shall apply to such information that (i) was in the public domain or
available to a third party without restrictions at or prior to the time such
information was made known to such party, (ii) had been independently known to
such party at the time of disclosure from persons who were not subject to
similar confidentiality obligations, or (iii) is required to be disclosed by law
(except that each party will use best efforts to give the other party written
notice prior to any such disclosure).
26. PRIVACY.
Nonpublic personal financial information relating to consumers or
customers of
11
the Trust provided by, or at the direction of the Trust to the Fund Accountant,
or collected or retained by the Fund Accountant in the course of performing its
duties as fund accountant, shall be considered confidential information. The
Fund Accountant shall not give, sell or in any way transfer such confidential
information to any person or entity, other than affiliates of the Fund
Accountant, except as (i) required by law (including applicable AML Laws) or
(ii) permitted by law and necessary or desirable for the Fund Accountant to
perform its duties hereunder. The Fund Accountant represents, warrants and
agrees that it has in place and will 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. The
Trust represents to the Fund Accountant that it has adopted a Statement of its
privacy policies and practices as required by Regulation S-P and agrees to
provide the Fund Accountant with a copy of that Statement upon request or if
there is any change thereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
By:
Title:
BISYS FUND SERVICES OHIO, INC.
By:
---------------------------
Title:
12
Dated: January 1, 2003
SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
AND
BISYS FUND SERVICES OHIO, INC.
FEES
The Fund Accountant shall be entitled to receive fees from each Fund in
accordance with the following schedule:
ANNUAL FEES:
$40,000 per year for each Fund listed on Schedule C hereto, as amended
from time to time, plus an additional annual fee per Fund for each additional
class of such Fund in excess of 2 classes, which such additional annual fee
shall be $12,500 from 1/1/2003 through 6/30/2003 and $10,000 for the balance of
the term of this Agreement
OUT-OF-POCKET EXPENSES:
The Fund Accountant shall be entitled to be reimbursed for the
out-of-pocket expenses set forth in Section 4 of the Fund Accounting
Agreement to which this Schedule A is attached.
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
By:
---------------------------
BISYS FUND SERVICES OHIO, INC.
By:
---------------------------
A-1
Dated: January 1, 2003
SCHEDULE B
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
AND
BISYS FUND SERVICES OHIO, INC.
SERVICE STANDARDS
Pursuant to Section 1 of this Agreement, Fund Accountant has agreed to perform
the services described in this Agreement in accordance with the service
standards set forth on page B-2 of this Schedule B. The parties agree that such
service standards may be revised, from time to time, by mutual agreement.
Each of the service standards will be monitored by a Quality Assurance team. In
the event Fund Accountant fails to meet a service standard in any particular
month, Fund Accountant agrees to take appropriate corrective measures within the
following month in order to be in compliance with the appropriate standard at
the end of such month; provided, however, that the foregoing requirement shall
not apply in those instances in which Fund Accountant's failure to meet a
service standard was due to circumstances beyond its control.
In the event Fund Accountant fails to meet any one "Tier 1" item or any three
"Tier 2" items, as identified within the service standards set forth on the
following pages of this Schedule B, (except for any failure due to circumstances
beyond its control) in three consecutive months, the fee payable to Fund
Accountant hereunder shall be reduced retroactively by five percent (5%) or such
lower amount as the parties shall agree upon for the third of those three
months. If such failure occurs in four or more consecutive months, the fee
payable to Fund Accountant hereunder shall be reduced retroactively by ten
percent (10%) or such lower amount as the parties shall agree upon for the
fourth of those months and each successive month until such failure is
satisfactorily remedied.
B-1
BISYS FUND SERVICES
FUND ACCOUNTING SERVICE STANDARDS
FOR
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
TIER 1
ITEM STANDARD
----------------------------------- -----------------------------------------
NAV Calculation Accuracy 98% or better, according to ICI
materiality guidelines.
N-SARs Completed and filed with the SEC by the
60th day following the report date.
Excise Tax Distributions Calculated and declared income and
capital gain distributions prior to
December 31.
TIER 2
ITEM STANDARD
----------------------------------- -----------------------------------------
Daily Bulletin 98% or better delivered by 6:30 pm (EST).
Cash Availability 98% or better delivered by 9:30 am (EST).
Position Reconciliation Weekly, for the prior week.
Monthly Performance Calculations Completed and distributed within 5
business days following month-end.
Expense Budgeting and Analysis Analyzed and adjusted expense accruals,
as needed, on a monthly basis.
Payment of Invoices All invoices paid accurately within 3
weeks of receipt of invoice by the Fund
Accountant.
Payment of Asset-Based Fees Recalculated and prepared payment
authorizations for all asset-based fees
on a monthly basis.
Annual and Semi-Annual Reports Completed and filed with the SEC by the
60th day following the report date
(report date is 3/31 for Annual Report
and 9/30 for Semi-Annual Report).
24f-2 Share Registration Date Prepared financial data for inclusion in
the Form 24f-2 filing within 90 days of
fiscal year-end.
Form 1099-DIV and Form 1099-MIS Prepared and mailed notices to
Additional Year-End Tax Information shareholders and vendors within 45 days
of calendar year-end.
C-1
SCHEDULE C
TO THE
FUND ACCOUNTING AGREEMENT
BETWEEN
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
AND
BISYS FUND SERVICES
OHIO, INC.
This Agreement shall apply to each Fund of Xxxx Xxxxxxxxx Variable Insurance
Trust listed on this Schedule C, as amended from time to time. The current Funds
of the Xxxx Xxxxxxxxx Variable Insurance Trust are set forth below:
AXA Xxxxxxxxx VIT Value Long/Short Equity Fund
C-1
