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EXHIBIT 9(e)
AMENDED AND RESTATED
SECURITIES LENDING RECORD ADMINISTRATION AGREEMENT
THIS AMENDED AND RESTATED SECURITIES LENDING RECORD ADMINISTRATION
AGREEMENT made as of the 1st day of June, 1995 and amended as of the 22nd day of
May, 1997, by and between Union Bank of California, N.A. (formerly, The Bank of
California, N.A.) (the "Bank") and BISYS Fund Services, L.P. (formerly, The
Winsbury Company Limited Partnership, d/b/a The Winsbury Company), an Ohio
limited partnership (the "Record Administrator").
WHEREAS, The Parkstone Group of Funds, a Massachusetts business trust,
(the "Group") is an open-end management investment company which has filed a
registration statement (the "Registration Statement") under the Investment
Company Act of 1940, as amended (the "1940 Act").
WHEREAS, the Bank has been engaged by the Group to provide a program
for the lending of its portfolio securities (the "Program") pursuant to the
Securities Lending and Reverse Repurchase Agreement Addendum dated June 1, 1995
to the Custody Agreement dated October 18, 1991 between the Group and the Bank
(the "Addendum"); and
WHEREAS, the Bank wishes to avail itself of the services, information,
advice, assistance and facilities of the Record Administrator to provide
assistance to the Bank in its operation and administration of the Program; and
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. APPOINTMENT OF THE RECORD ADMINISTRATOR. The Bank hereby appoints
the Record Administrator to provide, as it may request from time to time,
services intended to assist Bank in supervising the aspects of the Program as
set forth below in Paragraph 2. The Record Administrator hereby accepts such
appointment and agrees during such period to render the services and to assume
the obligations herein set forth for the compensation herein provided.
2. SERVICES AS RECORD ADMINISTRATOR. Record Administrator shall be
available to provide services in connection with the Program, including, but not
limited to, reviewing the Bank's monitoring of the market price of securities;
reviewing the Bank's record keeping of dividends, splits, exchanges and similar
transactions affecting the loaned securities; reviewing on a daily basis daily
reports of outstanding loan activity and reinvestments of cash collateral for
compliance with the Group's securities lending and collateral reinvestment
parameters; and reviewing the Bank's preparation of month-end security position
reports for the Program. Bank shall send all such reports to Record
Administrator by facsimile transmission. Based on its reviews as required
hereunder, Record Administrator shall notify Bank of any recommended
adjustments, such notice to be provided to Bank by facsimile transmission on or
before the Business Day immediately following the date such report was sent to
Record Administrator.
3. FEES AND EXPENSES. In consideration of services rendered pursuant to
this Agreement, Bank will pay to the Record Administrator on the first business
day of each month,
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or at such time(s) as Record Administrator shall request and the parties hereto
shall agree, a fee computed daily and equal to:
25% of the fees received by the Bank for Funds listed in Schedule 1 -
List A
40% of the fees received by the Bank for Funds listed in Schedule 1 -
List B
from the Group for services performed pursuant to the Addendum. In addition,
beginning on July 1, 1997 (or whenever all Funds listed on Schedule 1-List B as
of May 22, 1997 begin lending thereafter), the Record Administrator will receive
an additional 25% of the fees received by the Bank from such Funds on a monthly
basis up to a maximum of $250,000 per year. All fees shall be calculated on a
net basis with respect to any expenses which are required to be paid by the Bank
pursuant to the Addendum. This arrangement will be reviewed annually by both
parties. Record Administrator shall make any required disclosures to the Group
of the fee arrangements hereunder.
4. LIABILITY. Record Administrator, in rendering its services
hereunder, agrees to use its best judgment and efforts, and the Bank agrees that
Record Administrator shall not be liable hereunder for any loss suffered by the
Bank in connection with the matters to which this Agreement relates, except for
a loss resulting from willful misfeasance, bad faith or gross negligence on the
part of Record Administrator in the performance of or failure to perform its
obligations and duties under this Agreement. Any person, even though also a
partner, employee, or agent of Record Administrator, who may be or become an
officer, Trustee, employee, or agent of the Group or the Funds shall be deemed,
when rendering services to the Group or the Funds, or acting on any business of
that party, to be rendering such services to or acting solely for that party and
not as a partner, employee, or agent or one under the control or direction of
Record Administrator even though paid by it.
5. DURATION, RENEWAL AND TERMINATION. This Agreement shall become
effective as of the date first written above and, unless sooner terminated as
provided herein, shall continue until the Addendum is terminated. Written notice
of termination must be given by the terminating party to the other party at
least 60 days prior to termination. This Agreement is terminable for "cause" (as
defined below) by the party alleging "cause," in either case on not less than 30
days' notice by the Bank or by Record Administrator.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence, or reckless disregard on the part of
either party with respect to its obligations and duties set forth herein; (b) a
final, unappealable judicial, regulatory or administrative ruling or order in
which either party has been found guilty of criminal or unethical behavior in
the conduct of its business; (c) the dissolution or liquidation of either party
or other cessation of business other than a reorganization or recapitalization
of such party as an ongoing business; (d) financial difficulties on the part of
either party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a voluntary
or involuntary case under Title 11 of the United States Code, as from time to
time is in effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the
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liquidation or reorganization of debtors or to the modification or alteration of
the rights of creditors; or (e) any circumstance which substantially impairs the
performance of either party's obligations and duties as contemplated herein.
6. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent applicable law of the state of Ohio, or any of the
provisions herein, conflict with applicable provisions of the 1940 Act, the
latter shall control.
7. NAMES. The names "The Parkstone Group of Funds" and "Trustees of the
Parkstone Group of Funds" refer respectively to the Trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under an Agreement and Declaration of Trust dated March 25, 1987 which is
hereby referred to and a copy of which is on file at the office of the State
Secretary of the Commonwealth of Massachusetts and the principal office of the
Trust. The obligations of "The Parkstone Group of Funds" entered into in the
name or on behalf thereof by any of the Trustees, representatives or agents are
made not individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, or representatives of the Trust personally, but bind
only the property of the Trust, and all persons dealing with any class of shares
of the Trust must look solely to the property of the Trust belonging to such
class for the enforcement of any claims against the Trust.
8. MISCELLANEOUS. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof. Each
party agrees to perform such further actions and execute such further documents
as are necessary to effectuate the purposes hereof. The captions in this
Agreement are included for convenience only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in several counterparts, all of which together shall
for all purposes constitute one Agreement, binding on all parties.
IN WITNESS WHEREOF, the parties have duly executed this Amended and
Restated Agreement as of the 22nd day of May, 1997.
BISYS FUND SERVICES, L.P. (formerly, UNION BANK OF CALIFORNIA, N.A.
The Winsbury Company Limited (formerly, The Bank of California,
Partnership) N.A.)
By: BISYS Fund Services, Inc.
General Partner By:_______________________________
Name:_____________________________
By: _______________________________ Its:______________________________
Xxxxxxx X. Xxxxxx
Its: Executive Vice President
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Dated: May 22, 1997
SCHEDULE 1
TO THE AMENDED AND RESTATED
SECURITIES LENDING
RECORD ADMINISTRATION AGREEMENT
BY AND BETWEEN
UNION BANK OF CALIFORNIA, N.A.
(FORMERLY, THE BANK CALIFORNIA, N.A.)
AND BISYS FUND SERVICES, L.P.
(FORMERLY, THE WINSBURY COMPANY LIMITED PARTNERSHIP)
DATED AS OF JUNE 1, 1995 AND AMENDED AS OF MAY 22, 1997
The Funds of Parkstone Group of Funds designated below shall be
eligible for securities lending and reverse repurchase transactions:
LIST A LIST B
Bond Fund Conservative Allocation Fund
Limited Maturity Bond Fund Balanced Allocation Fund
Intermediate Government Obligations Fund Aggressive Allocation Fund
U.S. Government Income Fund Equity Income Fund
Small Capitalization Fund
Mid Capitalization Fund
Large Capitalization Fund
All Funds in List A, the Conservative Allocation Fund, the Balanced
Allocation Fund and the Aggressive Allocation Fund are currently eligible to
engage in securities lending and reverse repurchase transactions with the Bank.
Effective May 23, 1997, the Mid Capitalization Fund will be eligible for
securities lending and reverse repurchase transactions. All other Funds in List
B will be eligible for securities lending and reverse repurchase transactions on
July 22, 1997, unless the Group provides notice to the Bank stating otherwise.
BISYS FUND SERVICES, L.P. (formerly, UNION BANK OF CALIFORNIA, N.A.
The Winsbury Company Limited (formerly, The Bank of California,
Partnership) N.A.)
By: BISYS Fund Services, Inc.
General Partner By:________________________________
Name:______________________________
By: ________________________________ Its:_______________________________
Xxxxxxx X. Xxxxxx
Its: Executive Vice President
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