Exhibit 23(h)(3)
FORM OF ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of January, 2003, by and between
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST, a Massachusetts business trust (the
"Trust"), and BISYS FUND SERVICES OHIO, INC., an Ohio corporation (the
"Administrator").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), that is
authorized to issue series of shares of beneficial interest ("Shares");
WHEREAS, the Trust and the Administrator entered into an Administration
Agreement dated October 1, 2000 (the "2000 Agreement"), whereby the
Administrator agreed to provide management and administrative services to such
series of the Trust identified therein, which agreement subsequently terminated;
WHEREAS, the Trust desires that the Administrator perform such
administrative services to such series of the Trust as the Trust and the
Administrator may agree on ("Portfolios") and as listed on Schedule A attached
hereto;
WHEREAS, the Administrator is willing to perform such services on the terms
and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the management and administrative services as set forth in
Article 2 below. The Administrator hereby accepts such employment to perform the
services set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.
ARTICLE 2. ADMINISTRATIVE SERVICES. The Administrator shall perform or
supervise the performance by others of administrative services in connection
with the operations of the Portfolios, and, on behalf of the Trust, will
investigate, assist in the selection of and conduct relations with custodians,
depositories, accountants, legal counsel, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and persons in any other capacity deemed
to be necessary or desirable for the Portfolios' operations. The Administrator
shall provide the Trustees of the Trust with such reports regarding investment
performance as they may
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reasonably request but shall have no responsibility for supervising the
performance by any investment adviser or sub-adviser of its responsibilities.
The Administrator agrees to perform the services described herein in accordance
with the service standards set forth in Schedule B attached hereto.
The Administrator shall provide the Trust with regulatory reporting, all
necessary office space, equipment, personnel, compensation and facilities
(including facilities for meetings of shareholders ("Shareholders") and Trustees
of the Trust) for handling the affairs of the Portfolios and such other services
as the Administrator shall, from time to time, determine to be necessary to
perform its obligations under this Agreement. In addition, at the request of the
Board of Trustees, the Administrator shall make reports to the Trust's Trustees
concerning the performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator shall:
(a) calculate contractual Trust expenses and control all disbursements for
the Trust, and as appropriate compute the Trust's yields, total
return, expense ratios, portfolio turnover rate and, if required,
portfolio average dollar-weighted maturity;
(b) assist Trust counsel with the preparation of prospectuses, statements
of additional information, registration statements and proxy
materials;
(c) prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law) as may be
necessary or desirable to register the Trust's Shares with state
securities authorities, monitor the sale of Trust Shares for
compliance with state securities laws, and file with the appropriate
state securities authorities the registration statements and reports
for the Trust and the Trust's Shares and all amendments thereto, as
may be necessary or convenient to register and keep effective the
Trust and the Trust's Shares with state securities authorities to
enable the Trust to make a continuous offering of its Shares;
(d) develop and prepare, with the assistance of the Trust's investment
adviser, communications to Shareholders, including the annual report
to Shareholders, coordinate the mailing of prospectuses, notices,
proxy statements, proxies and other reports to Trust Shareholders, and
supervise and facilitate the proxy solicitation process for all
shareholder meetings, including the tabulation of shareholder votes;
(e) administer contracts on behalf of the Trust with, among others, the
Trust's investment adviser, distributor, custodian, transfer agent and
fund accountant;
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(f) supervise the Trust's transfer agent with respect to the payment of
dividends and other distributions to Shareholders;
(g) calculate performance data of the Trust and its Portfolios for
dissemination to information services covering the investment company
industry;
(h) coordinate and supervise the preparation and filing of the Trust's tax
returns;
(i) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of the
Trust's semi-annual and annual reports to Shareholders;
(j) assist with the design, development, and operation of the Trust
Portfolios, including new classes, investment objectives, policies and
structure;
(k) provide individuals reasonably acceptable to the Trust's Board of
Trustees to serve as officers of the Trust, who will be responsible
for the management of certain of the Trust's affairs as determined by
the Trust's Board of Trustees;
(l) advise the Trust and its Board of Trustees on matters concerning the
Trust and its affairs;
(m) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(d)(7) under
the 1940 Act as such bonds and policies are approved by the Trust's
Board of Trustees;
(n) monitor and advise the Trust and its Portfolios on (i) their regulated
investment company status under the Internal Revenue Code of 1986, as
amended (the "Code") and (ii) compliance with the requirements of
Section 817(h) of the Code;
(o) perform all administrative services and functions of the Trust and
each Portfolio to the extent administrative services and functions are
not provided to the Trust or such Portfolio pursuant to the Trust's or
such Portfolio's investment advisory agreement, distribution
agreement, custodian agreement, transfer agent agreement and fund
accounting agreement;
(p) furnish advice and recommendations with respect to other aspects of
the business and affairs of the Portfolios as the Trust and the
Administrator shall determine desirable;
(q) prepare and file with the SEC the semi-annual report for the Trust on
Form N-SAR and all required notices pursuant to Rule 24f-2; and
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(r) furnish, pursuant to any Fund Participation Agreement to which the
Trust is a party, information which the Administrator possesses.
The Administrator shall perform such other services for the Trust that are
mutually agreed upon by the parties from time to time. Such services may include
performing internal audit examinations; mailing the annual reports of the
Portfolios; preparing an annual list of Shareholders; and mailing notices of
Shareholders' meetings, proxies and proxy statements, for all of which the Trust
will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also provide at its
own expense the items which it is obligated to provide under this Agreement, and
shall pay all compensation, if any, of officers of the Trust as well as all
Trustees of the Trust who are affiliated persons of the Administrator or any
affiliated corporation of the Administrator; provided, however, that unless
otherwise specifically provided, the Administrator shall not be obligated to pay
the compensation of any employee of the Trust retained by the Trustees of the
Trust to perform services on behalf of the Trust.
(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organization costs, taxes, expenses for legal and auditing services,
the expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material
and notices to existing Shareholders, all expenses incurred in connection with
issuing and redeeming Shares, the costs of custodial services, the cost of
initial and ongoing registration of the Shares under Federal and state
securities laws, fees and out-of-pocket expenses of Directors who are not
affiliated persons of the Administrator or the investment adviser to the Trust
or any affiliated corporation of the Administrator or the investment adviser,
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisers to the
Trust.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Trust shall pay to the Administrator compensation at an annual
rate specified in Schedule A attached hereto. Such compensation shall be
calculated and accrued daily, and paid to the Administrator monthly.
If this Agreement becomes effective subsequent to the first day of a
month or termination of this Agreement occurs before the last day of a month,
the Administrator's compensation for that part of the month in which this
Agreement is in effect shall be prorated in
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a manner consistent with the calculation of the fees as set forth above. Payment
of the Administrator's compensation for the preceding month shall be made
promptly.
(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under this
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable law which cannot be waived or modified
hereby. (As used in this Article 5, the term "Administrator" shall include
partners, directors, officers, employees and other agents of the Administrator
as well as the Administrator itself.) Further, notwithstanding its agreement to
conduct reviews of each Portfolio's compliance with the requirements of
Subchapter M and Section 817(h) of the Code, the Administrator shall not bear
any responsibility for any Portfolio's failure to comply with such requirements.
So long as the Administrator acts in good faith and with due diligence
and without negligence or reckless disregard of its obligations and duties
hereunder, the Trust assumes full responsibility and shall indemnify the
Administrator and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of the administration services described
herein or any other service rendered to the Trust hereunder. The Administrator
agrees to indemnify and hold harmless the Trust, its employees, agents,
Trustees, officers and nominees from and against any and all actions, suits and
claims, whether groundless or otherwise, and from and against any and all
judgments, liabilities, losses, damages, costs, charges, payments, reasonable
counsel fees and disbursements and other expenses of every nature and character
(including reasonable investigation expenses) arising directly or indirectly out
of or in any way relating to the Administrator's bad faith, willful misfeasance,
negligence or reckless disregard by it of its obligations and duties with
respect to the performance of services under this Agreement. The indemnity and
defense provisions set forth herein shall indefinitely survive the termination
of this Agreement.
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 provision 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
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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
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.
The Administrator may apply to the Trust at any time for instructions and
may consult counsel for the Trust or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instructions or with the opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Trust until receipt of written notice thereof from the Trust.
ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that trustees, officers, employees
and shareholders of the Trust are or may be or become interested in the
Administrator, as partners, officers and employees or otherwise and that
partners, officers and employees of the Administrator and its counsel are or may
be or become similarly interested in the Trust, and that the Administrator may
be or become interested in the Trust as a shareholder or otherwise.
ARTICLE 7. DURATION OF THIS AGREEMENT. The term of this Agreement shall be
as specified in Schedule A hereto.
ARTICLE 8. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
the Administrator 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. The Administrator shall not, however, be relieved of any
of its obligations under this Agreement by the appointment of such subcontractor
and provided further, that the Administrator shall be responsible, to the extent
provided in Article 5 hereof, for all acts of such subcontractor as if such acts
were its own. This
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Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
ARTICLE 9. AMENDMENTS. This Agreement may be amended if such amendment is
specifically approved (i) by the vote of a majority of the Trustees of the
Trust, and (ii) by the vote of a majority of the Trustees of the Trust who are
not parties to this Agreement or interested persons of the Trust.
ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.
ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested person" and
"affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 12. NOTICE. 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 Administrator, 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.
ARTICLE 13. GOVERNING LAW. This Agreement shall be construed in accordance
with the substantive laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
ARTICLE 14. MULTIPLE ORIGINALS. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
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ARTICLE 15. 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 respective officers, trustees, directors, partners,
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).
ARTICLE 16. PRIVACY. Nonpublic personal financial information relating to
consumers or customers of the Trust provided by, or at the direction of the
Trust to the Administrator, or collected or retained by the Administrator in the
course of performing its duties as administrator, shall be considered
confidential information. The Administrator shall not give, sell or in any way
transfer such confidential information to any person or entity, other than
affiliates of the Administrator except as (i) required by law (including
Applicable AML Laws) or (ii) permitted by law and necessary or desirable for the
Administrator to perform its duties hereunder. The Administrator 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 Administrator that it has adopted a Statement of its
privacy policies and practices as required by Regulation S-P and agrees to
provide the Administrator with a copy of that Statement upon request or if there
is any change thereto.
ARTICLE 17. 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
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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.
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:
-------------------------
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JANUARY 1, 2003
BETWEEN XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
AND
BISYS FUND SERVICES OHIO, INC.
Portfolios: This Agreement shall apply to all Portfolios of Xxxx Xxxxxxxxx
Variable Insurance Trust, either now or hereafter created
(collectively, the "Portfolios").
Fees: Pursuant to Article 4, in consideration of services rendered and
expenses assumed pursuant to this Agreement, the Trust will pay
the Administrator on the first business day of each month, or at
such time(s) as the Administrator shall request and the parties
hereto shall agree, a fee computed daily at the annual rate of:
From $0 - $25 million in assets 0.00bps
From $25 million - $500 million 9.00bps on the increment
From $500 million - $1 billion 7.00bps on the increment
above $1 billion 4.00bps on the increment
The fee for the period from the day of the month this Agreement
is entered into until the end of that month shall be prorated
according to the proportion which such period bears to the full
monthly period. Upon any termination of this Agreement before the
end of any month, the fee 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 date of
termination of this Agreement.
For purposes of determining the fees payable to the
Administrator, the value of the net assets of a particular
Portfolio shall be computed in the manner described in the
Trust's Agreement and Declaration of Trust or, if not contained
therein, in the Prospectus or Statement of Additional Information
respecting that Portfolio as from time to time in effect for the
computation of the value of such net assets in connection with
the determination of the liquidating value of the shares of such
Portfolio.
The parties hereby confirm that the fees payable hereunder shall
be applied to the aggregate assets of the Trust as a whole, and
not separately to each Portfolio.
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 periods of three years after the
Initial Term, unless written notice of nonrenewal is provided by
either party not less than 90 days prior to the end of the
then-current term. 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.
Notwithstanding the foregoing, after any termination for so long
as the Administrator, 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 Administrator and
unpaid by the Trust upon such termination shall be immediately
due and payable upon and notwithstanding such termination. The
Administrator shall be entitled to collect from the Trust, in
addition to the compensation described in this Schedule A, the
amount of all of the Administrator's reasonable cash
disbursements for services in connection with the Administrator'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 Administrator will provide the Trust with reasonable
access to any Trust documents or records remaining in its
possession.
The Service Standards set forth in Schedule B hereof are not
intended and shall not be construed to impair, limit or affect in
any way the Trust's right to terminate this Agreement for
material breach as set forth above.
SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JANUARY 1, 2003
BETWEEN XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
AND
BISYS FUND SERVICES OHIO, INC.
SERVICE STANDARDS
Pursuant to Article 2 of this Agreement, the Administrator has agreed to perform
the services described in this Agreement in accordance with the service
standards set forth on the following pages 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 the Administrator fails to meet a service standard in any particular
month, the Administrator 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 the Administrator's failure to meet
a service standard was due to circumstances beyond its control.
In the event the Administrator 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 the
Administrator 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 the Administrator 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.
BISYS FUND SERVICES
ADMINISTRATION SERVICES STANDARDS
FOR
XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
TIER 1
ITEM STANDARD
-------------------------------------- --------------------------------------
MONTHLY COMPLIANCE REPORTS
SEC Compliance Check Completed review 10 business days
after receipt of Fund Accounting
source reports.
IRS Compliance Check Completed review 10 business days
after receipt of Fund Accounting
source reports.
Officer Review Review and provide summary of SEC
and IRS compliance checks completed
5 business days after receipt of
compliance checks.
TIER 2
ITEM STANDARD
-------------------------------------- --------------------------------------
QUARTERLY BROKER ALLOCATION LETTERS Sent 2 business days after receipt
of Fund Accounting fiscal
quarter-end reports.
QUARTERLY IRS QUALIFICATION LETTERS Sent 10 business days prior to tax
quarter-end.
QUARTERLY CUSTODIAN REPRESENTATION Sent 10 business days after fiscal
LETTER quarter-end or as otherwise agreed
upon with Board.
BOARD MEETINGS
Mailing of Board Meeting Materials One week prior to meeting date,
provided the Administrator has
received timely notice of such
meeting.
Preparation of Board Meeting Circulate draft 60 days after Board
Minutes Meeting.
Include in Board Book for subsequent
meeting.
SHAREHOLDER MEETINGS/PROXY STATEMENTS
Initial Set-up of Proxy 7 business days prior to record date.
Solicitation with
Tabulator/Mailing Agent
Completion of Mailing with Proxy By established mail date.
Solicitor
NASD
Initial Advertising and Sales 2 business days after receipt of
Literature Review information from client unless
otherwise specified.
Communication of NASD Comments to Within 2 days of receipt of comments
Client from NASD.
