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Exhibit 9(d)
SUB-ADMINISTRATION AGREEMENT
SUB-ADMINISTRATION AGREEMENT made as of the 1st day of January, 1995, by and
between The Winsbury Company Limited Partnership, d/b/a The Winsbury Company,
an Ohio limited partnership (the "Administrator") and First of America
Investment Corporation (the "Sub-Administrator"), a Michigan corporation.
WHEREAS, the The Parkstone Group of Funds, a Massachussetts 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") and the Securities Act of
1933.
WHEREAS, the Group is comprised of several separate investment portfolios;
and
WHEREAS, the Group has availed itself of the services, information, advice,
assistance and facilities of the Administrator in performing services for its
portfolios (the "Funds") indicated on Schedule A to an Administration Agreement
dated as of January 1, 1995 (the "Group/Administrator Agreement"); and
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set
forth, it is agreed as follows:
1. Appointment of the Sub-Administrator. The Administrator hereby appoints
the Sub-Administrator to provide, as it may request from time to time, services
intended to assist the Administrator in supervising all aspects of the
operations of the Funds except those performed by the investment adviser for
the Group under its Investment Advisory Agreements, the custodians for the
Group under its custodian agreements, the transfer agent for the Group under
its Transfer Agency Agreement and the fund accountant for the Group under its
Fund Accounting Agreement, subject to the control and direction of the Group's
Board of Trustees, for the period and on the terms hereinafter set forth. The
Sub- 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 Sub-Administrator. Sub-Administrator shall be available to
provide, as the Administrator may request from time to time, services intended
to assist the Administrator in carrying out its duties to furnish statistical
and research data, clerical and certain bookkeeping services and stationery and
office supplies; prepare the periodic reports to the Securities and Exchange
Commission (the "Commission") on Form N-SAR or any replacement forms therefor;
compile data for, prepare for execution by the funds and file all the Funds'
federal and state tax returns and required tax filings other than those
required to be made by the Funds' custodian and transfer agent; prepare
compliance filings pursuant to state securities laws with the advice of the
Group's counsel; assist to the extent requested by the Group with the Group's
preparation of its Annual and Semi-Annual Reports to Shareholders and its
Registration Statements (on Form N-1A or any replacement therefor); compile
data for, prepare and file timely Notices to the Commission required pursuant
to Rule 24f-2 under the 1940 Act; keep and maintain the financial accounts and
records of the Funds, including calculation of daily expense accruals; in the
case
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of the money market funds, determine the actual variance from $1.00 of the
Fund's net asset value per share; and generally assist in all aspects of the
operations of the Funds. In compliance with the requirements of Rule 31a-3
under the 1940 Act, Sub-Administrator hereby agrees that any records which it
maintains for the Group are the property of the Group and further agrees to
surrender promptly to the Group any of such records upon the Group's request.
Sub-Administrator further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records requested by the Administrator and
required to be maintained by Rule 31a-1 under the 1940 Act.
3. Fees and Expenses. In consideration of services rendered pursuant to this
Agreement, each of the Funds will pay to the Administrator on the first
business day of each month, or at such time(s) as Sub-Administrator shall
request and the parties hereto shall agree, a fee computed daily calculated at
the applicable annual rate of the value of each Fund's average daily net assets
set forth in Schedule A hereto or such other fee as may from time to time be
agreed upon in writing by the Administrator and the Sub-Administrator. If the
Sub-Administrator shall serve for less than the whole of any month, the
foregoing compensation shall be prorated. For the purpose of determining fees
payable to the Sub-Administrator, the value of each Fund's net assets shall be
computed at the times and in the manner specified in the Group's Registration
Statement.
Expenses to be incurred in the operation of the Funds including taxes,
interest, brokerage fees and commissions, if any, fees of Trustees who are not
partners, officers, directors, shareholders or employees of Sub-Administrator
or investment adviser or distributor of the Funds, Commission fees and state
Blue Sky qualification and renewal fees and expenses, investment advisory fees,
custodian fees, transfer and dividend disbursing agents' fees, fund accounting
fees including pricing of portfolio securities, certain insurance premiums,
outside auditing and legal expenses, costs of maintenance of corporate
existence, typesetting and printing prospectuses for regulatory purposes and
for distribution to current Shareholders of the Funds, costs of Shareholders'
and Trustees' reports and meetings and any extraordinary expenses will be borne
by the Funds.
4. Proprietary and Confidential Information. Sub-Administrator agrees on
behalf of itself and its partners and employees to treat confidentially and as
proprietary information of the Group all records and other information relative
to the Group and prior, present, or potential Shareholders, and not to use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Group or the Administrator, which approval shall not
be unreasonably withheld and may not be withheld where Sub-Administrator 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 Group or the Administrator.
5. Liability. Sub-Administrator, in rendering its services hereunder,
agrees to use its best judgment and efforts, and the Administrator agrees that
Sub-Administrator shall not be liable hereunder for any error of judgment or
mistake of law or for any loss suffered by the Funds in connection with the
matters to which this Agreement relates, except for a loss resulting
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from willful misfeasance, bad faith or gross negligence on the part of
Sub-Administrator in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement. Any person, even
though also a partner, employee, or agent of Sub- 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 Sub-Administrator even though paid by it.
6. Limitation of Group's Liability. The Sub-Administrator acknowledges that
it has received notice of and accepts the limitations upon the Group's
liability set forth in its Declaration of Trust. The Sub-Administrator agrees
that any of the Group's obligations shall be limited to the assets of the Funds
and that the Sub-Administrator shall not seek satisfaction of any such
obligation from the shareholders of the Group nor from any Trustee, Group
employee or agent of the Group.
7. 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 December 31, 1999 and thereafter shall be renewed
for successive five-year terms, unless written notice not to renew is given by
the non-renewing party to the other party at least 60 days prior to the
expiration of the then-current term. This Agreement is terminable with respect
to a particular Fund only upon mutual agreement of the parties hereto or for
"cause" (as defined below) by the party alleging "cause," in either case on not
less than 60 days' notice by the Group's Board of Trustees or by Administrator
or by Sub-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; financial difficulties on the part of either
party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, aswer, 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 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.
8. 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.
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9. 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 no 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.
10. 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 HEREOF, the parties have duly executed this Agreement as of the
date first written above.
FIRST OF AMERICA INVESTMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President
THE WINSBURY COMPANY LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
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Dated: January 1, 1995
SCHEDULE A
To the Sub-Administration Agreement
between The Winsbury Company Limited Partnership
and First of America Investment Corporation
NAME OF FUND DATE COMPENSATION
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Parkstone Prime Obligations, January 1, 1995 Annual Rate of up to five one-
U.S. Government Obligations, hundredths of one percent
Tax-Free, Treasury, Municipal (0.05%) of each such Fund's
Investor, Equity, Small average daily net assets
Capitalization, High Income
Equity, Emerging Markets,
International Discovery, Bond,
Limited Maturity Bond,
Intermediate Government
Obligations, Municipal Bond,
U.S. Government Income,
Michigan Municipal Bond and
Balanced Funds
FIRST OF AMERICA INVESTMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President
THE WINSBURY COMPANY LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
