EXHIBIT (l)(2)
Form of Servicing Agreement with respect to Shareholder Services between Branch
Banking and Trust Company and Universal Pensions, Inc. is filed herewith.
C-133
FORM OF
TRADE PROCESSING AGREEMENT
This Agreement is entered into this _____day of ________, 2001, between
Universal Pensions, Inc., a Minnesota corporation ("UPI"), BISYS Fund Services
Ohio, Inc., an Ohio corporation ("BISYS") and BB&T Funds, a Massachusetts
business trust (the " Fund Company").
UPI provides administrative services comprised of, but not limited to,
recordkeeping, reporting and processing services (the "Administrative Services")
to employee benefit plans (the "Plans"). Administrative Services for the Plans
include processing and transfer arrangements for the investment and reinvestment
of Plan assets in investment media specified by an investment adviser, sponsor
or administrative committee of the Plans (a "Plan Representative") generally
upon the direction of Plan beneficiaries. (the "Participants"). The
Administrative Services are provided by UPI under service agreements with each
Plan or the Plan's sponsor.
BISYS serves as transfer agent for the investment portfolios of the Fund Company
that are identified on Schedule A attached hereto (the "Funds"), each of which
is a series of the Fund Company.
UPI, BISYS and the Fund Company desire to facilitate the purchase and redemption
of shares of the Funds (the "Shares") on behalf of the Plans and Participants
through one or more accounts in each Fund (individually an "Account" and
collectively the "Accounts") subject to the terms and conditions of this
Agreement.
Accordingly, the parties hereto agree as follows:
1. PERFORMANCE OF SERVICES. UPI agrees to perform the Administrative
Services and functions with respect to Shares owned by the Plans and included in
the Accounts. UPI agrees to perform the administrative functions and services
specified in Schedule C attached hereto with respect to the shares of the Funds
owned by the Plans and included in the Accounts (the "Services")
2. PRICING INFORMATION. Each Fund or its designee will furnish UPI or
its designee on each business day that the New York Stock Exchange is open for
business ("Business Day"), with (i) net asset value information as at the close
of trading (currently 4:00 p.m. Eastern Time) on the New York Stock Exchange or
as at such earlier times at which a Fund's net asset value is calculated as
specified in such Fund's prospectus ("Close of Trading"), (ii) dividend and
capital gains information as it becomes available, and (iii) in the case of
income Funds, the daily accrual for interest rate factor (mil rate). The Funds
shall provide such information to UPI or its designee by 7:00 p.m. Eastern Time
on the same Business Day.
3. ORDERS AND SETTLEMENT. Upon the determination by UPI that
instructions from Participants or Plan Representatives are in proper form, UPI
will calculate order allocations among designated investment media and UPI or
its designee will transmit to BISYS orders to purchase or redeem Shares for
specified Accounts on the basis of those instructions. For purposes of this
Agreement, instructions received by UPI shall be considered "in proper form"
C-134
when all of the following conditions have been satisfied: (i) such instructions
are clear and unambiguous, (ii) UPI has been advised by the Plan's trustee,
custodian or other appropriate Plan Representative that good funds have been
obtained with respect to instructions involving purchases of Funds, and (iii)
UPI has had sufficient time to process the instruction in keeping with its usual
processing procedures.
UPI agrees that orders for net purchases or net redemptions of Shares derived
from instructions received in proper form by UPI from Participants or Plan
Representatives prior to such time on any given Business Day as UPI shall
determine in accordance with its standard practices and procedures ("UPI Cutoff
Time") will be processed that same evening and transmitted to BISYS or its
designee by 9:00 a.m. Eastern Time on the next Business Day. UPI agrees that
payment for net purchases of Shares attributable to all orders executed for the
Accounts on a given Business Day will be wired by UPI or its designee on the
same Business Day such purchase orders are transmitted to BISYS or its designees
no later than 5:00 p.m. Eastern Time to a custodial account designated by BISYS.
BISYS agrees that payment for net redemptions of Shares attributable to all
orders executed for the Accounts on a given Business Day will be wired by BISYS
on the same-Business Day such redemption orders are transmitted to BISYS or its
designee no later than 6:00 p.m. Eastern Time to a custodial account designated
by UPI.
Subject to UPI's compliance with the foregoing, UPI will be considered agent for
the Fund Company and the Business Day on which instructions are received in
proper form by UPI from Participants or Plan Representatives by the UPI Cutoff
Time will be the date as of which Shares will be purchased and redeemed as a
result of such instructions. Instructions received in proper form by UPI from
Participants or Plan Representatives after the UPI Cutoff Time on any given
Business Day shall be treated as if received on the next following Business Day.
Dividends and capital gains distributions will be automatically reinvested at
net asset value in accordance with each Fund's then current prospectus.
4. ACCOUNT INFORMATION. BISYS will provide to UPI or its designee: (a)
daily confirmations of Account activity within one Business Day after each day
on which a purchase or redemption of Shares is effected for the particular
Account, (b) monthly statements detailing activity in each Account within
fifteen Business Days after the end of each month, and (c) such other reports as
may be reasonably requested by UPI.
5. MAINTENANCE OF RECORDS. Each party shall maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the Administrative Services and in making Shares available to the
Plan(s). Upon the request of BISYS, UPI shall provide copies of all the
historical records relating to transactions between the Funds and the Plan(s),
written communications regarding the Funds to or from the Plan(s) and other
materials, in each case (i) as are maintained by UPI in the ordinary course of
its business, (ii) as may reasonably be requested to enable the Fund Company,
BISYS, or Us their representatives, including without limitation their auditors
or legal counsel, to (a) monitor and review the Administrative Services, (b)
comply with any request of a governmental body or self-regulatory organization
or a Plan, (c) verify compliance by UPI with the terms of this Agreement, (d)
make required regulatory reports or (e) perform general customer supervision.
UPI agrees that it will permit the Fund Company, BISYS or such representatives
to have reasonable access to its
C-135
personnel and records in order to facilitate the monitoring of the quality of
the Administrative Services. Upon the request of UPI, BISYS and the Fund Company
shall provide copies of all the historical records relating to transactions
between the Funds and the Plans and/or Accounts, written communications
regarding the Funds to or from such Plan(s) and other materials, in each case
(i) as are maintained by BISYS and the Funds in the ordinary course of their
business and in compliance with applicable law, and (ii) as may reasonably be
requested to enable UPI, or its representatives, including, without limitation,
its auditors or legal counsel, to (a) comply with any request of a governmental
body or self-regulatory organization or a Plan, (b) verify compliance by BISYS
and the Fund Company with the terms of this Agreement, (c) make required
regulatory reports, or (d) perform general customer supervision. The parties
agree to cooperate m good faith in providing records to one another pursuant to
this Section 5.
6. COMPLIANCE WITH LAWS. At all times, UPI shall comply with all laws,
rules and regulations applicable to it by virtue of entering into this
Agreement. Whether or not required by applicable law, UPI agrees to use
reasonable efforts to arrange for the delivery of prospectuses to Plan
Representatives. The parties agree that UPI may satisfy the prospectus delivery
requirements by making an agreement with Plan Representatives. The Fund Company
shall reimburse UPI for its reasonable, documented costs of supplies incurred in
effecting such delivery. At all times, BISYS and the Fund Company shall comply
with all laws, rules and regulations applicable to them by virtue of entering
into this Agreement.
7. DISPUTES.
(a) In order to attempt to promptly resolve disputes arising under this
Agreement, the parties agree that the conciliation procedures set
forth below shall be utilized prior to either party instituting
legal proceedings against the other, except as described in Section
7(c).
(b) In the event a disagreement or dispute shall arise among the
parties, the aggrieved party shall provide the other parties with
written notice setting forth the nature of the problem. Within 15
days after receipt of that notice, each party will promptly appoint
a designated officer or other authorized representative to meet for
the purpose of endeavoring to resolve the disagreement or dispute
as promptly as possible. They shall continue to meet in accordance
with a schedule they determine until the problem shall be resolved;
provided, however, that if the problem is not resolved within 20
days after the first meeting (the "Conciliation Period"), any party
shall be free to pursue its remedies at law or in equity,
consistent with the terms of this Agreement, unless all parties
shall agree in writing to extend the Conciliation Period.
(c) Any party, before, during or following the Conciliation Period, may
(i) institute legal proceedings to the extent such institution is
necessary to preserve the timeliness of an action, or (ii) apply to
a court having jurisdiction for a temporary restraining order,
preliminary injunction or other equitable relief, where such relief
is necessary to protect its interests notwithstanding the
conciliation described in this Section 7.
C-136
(d) No party may disclose the existence, proceedings or results of any
conciliation hereunder without the prior written consent of the
other parties.
8. OPERATIONS OF FUNDS. In no way shall the provisions of this
Agreement limit the authority of any Fund or BISYS to take such lawful action as
it may deem appropriate or advisable in connection with all matters relating to
the operation of such Fund and the sale of its Shares. In no way shall the
provisions of this Agreement limit the authority of UPI to take such action as
it may deem appropriate or advisable in connection with all matters relating to
the provision of Administrative Services or the shares of funds other than the
Funds offered to the Plans.
9. REPRESENTATIONS WITH RESPECT TO THE FUNDS. UPI and its agents shall
not make representations concerning a Fund or its Shares.
10. EXPENSES.
(a) Except as otherwise provided in this Agreement, each party shall
bear all expenses incidental to the performance of its obligations
under this Agreement.
(b) Each Fund shall pay the cost of registration of its shares with the
Securities and Exchange Commission and in states where required.
Each Fund shall distribute or cause to be distributed to UPI its
proxy material, periodic Fund reports to shareholders and other
material as such Fund may be required by law to be sent to
shareholders of the Fund. The cost of preparing and printing this
material shall be paid by the Fund Company. To the extent required
by applicable law, UPI shall deliver or, arrange for the delivery
of such material to Plan Representatives. The Fund Company shall
reimburse UPI for its reasonable, actual out-of-pocket expenses
incurred in effecting such delivery.
11. RELATIONSHIP OF PARTIES. Except to the extent provided in this
Agreement, it is understood and agreed that all Administrative Services
performed hereunder by UPI shall be as an independent contractor and not as an
employee or agent of BISYS or the Fund Company, and none of the parties shall
hold itself out as an agent of any other party with the authority to bind such
party.
12. USE OF NAMES. Except as otherwise expressly provided for in this
Agreement, UPI shall not use, nor shall it allow its employees or agents to use,
the name or logo of BISYS or the Fund Company, any affiliate of BISYS or the
Fund Company, or any products or services sponsored, managed, advised,
administered, or distributed by BISYS or the Fund Company or any of their
affiliates, for advertising, trade or other commercial or noncommercial purposes
without the express prior written consent of BISYS or the Fund Company, as
applicable. Except as otherwise expressly provided for in this Agreement,
neither BISYS nor the Fund Company shall allow its respective employees or
agents to use the name or logo of UPI, any affiliate of UPI, or any products or
services sponsored or offered by UPI or any of its affiliates, for advertising,
trade or other commercial or noncommercial purposes without the express prior
written consent of UPI.
C-137
13. INSURANCE AND BONDING. UPI, BISYS and the Fund Company agree to
maintain errors and omissions (or equivalent) insurance coverage with limits of
not less than two million dollars.
14. FEES.
(a) In consideration of UPI's performance of the Services, the Fund
Company agrees to pay UPI the fees described in Schedule B
("Administrative Fees").
(b) The parties agree that the Administrative Fees are for
administrative services only and do not constitute payment in any
manner for investment advisory or distribution services.
(c) The Fund Company will make payment to UPI the applicable fees due
UPI with respect to each month within 30 days after the end of such
month. Each invoice will be accompanied by a statement showing the
calculation of the Administrative Fees.
15. TERMINATION. This Agreement may be terminated by any party hereto
at any time upon at least 180 days' written notice. After termination of this
Agreement, no fee shall be due with respect to any Shares that are purchased and
held by Plans after the date of termination. Notwithstanding such termination,
however, the Fund Company will remain obligated to pay UPI the fee with respect
to each Share that was considered in the calculation of the fees as of the date
of termination for so long as such Shares are held by the Plans and UPI
continues to provide services to the Plans. This Agreement, or any provision
thereof, shall survive the termination to the extent necessary for each party to
perform its obligations with respect to Shares for which a fee continues to be
due subsequent to such termination.
16. INDEMNIFICATION.
(a) UPI agrees to indemnify and hold harmless BISYS, the Fund Company,
the Fund Company's investment advisors, the Fund Company's
administrators, and each of their affiliates, directors, officers,
employees, agents and each person, if any, who controls them within
the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), against any losses, claims, damages, liabilities
or expenses to which an indemnitee may become subject insofar as
those losses, claims, damages, liabilities or expenses or actions
in respect thereof, arise directly out of or are based upon (i)
UPI's negligence or willful misconduct in performing the
Administrative Services, (ii) any breach by UPI of any material
provision of this Agreement, or (iii) any breach by UPI of a
representation, warranty or covenant made in this Agreement; and
UPI will reimburse the indemnitees of any legal or other expenses
reasonably incurred, as incurred; by them in connection with
investigating or defending such loss, claim or action. This
indemnity agreement will be in addition to any liability which UPI
may otherwise have.
(b) BISYS agrees to indemnify and hold harmless UPI and each of its
affiliates, directors, officers, employees, agents and each person,
if any, who controls UPI
C-138
and who suffers a loss within the meaning of the Securities Act
against any losses, claims, damages, liabilities or expenses to
which an indemnitee may become subject insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect
thereof) arise directly out of or are based upon (i) any breach by
BISYS of any material provision of this Agreement, (ii) BISYS's
negligence or willful misconduct in carrying out its duties and
responsibilities under this Agreement, or (iii) any material breach
by BISYS of a representation, warranty or covenant made in this
Agreement; and BISYS will reimburse the indemnitees for any legal
or other expenses reasonably incurred, as incurred, by them in
connection with investigating or defending any such material loss,
claim or action. This indemnity agreement will be in addition to
any liability which BISYS may otherwise have.
(c) The Fund Company agrees to indemnify and hold harmless UPI and each
of its affiliates, directors, officers, employees, agents and each
person, if any, who controls UPI and who suffers a loss within the
meaning of the Securities Act against any losses, claims, damages,
liabilities or expenses to which an indemnitee may become subject
insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise directly out of or are based
upon (i) any intentional untrue statement or alleged undue
statement of any material fact contained in the Registration
Statement or Prospectus of a Fund, or the intentional omission or
the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading (ii) any breach by the Fund Company of any material
provision of this Agreement, (iii) the Fund Company's negligence or
willful misconduct in carrying out its duties and responsibilities
under this Agreement,, or (iv) any material breach by the Fund
Company of a representation, warranty or covenant made in this
Agreement; and the Fund Company will reimburse the indemnitees for
any legal or other expenses reasonably incurred, as incurred, by
them in connection with investigating or defending any such
material loss, claim or action. This indemnity agreement will be in
addition to any liability which the Fund Company may otherwise
have.
(d) Promptly after receipt by an indemnitee under this Section 16 of
notice of the commencement of an action, the indemnitee will, if a
claim in respect thereof is to be made against the indemnitor,
notify the indemnitor of the commencement thereof in accordance
with the provisions of Section 17 hereof within 7 days after the
summons or other first legal process shall have been served, unless
within such 7 days the indemnitor shall have been served in the
same action, in which case such notification may be given within 60
days provided that the omission so to notify the indemnitor will
not relieve it from any liability that it may have to any
indemnitee under this Section 16 except to the extent that the
indemnitor has been prejudiced in any material respect by such
failure. The omission so to notify the indemnitor will not relieve
it from any liability that it may have to any indemnitee otherwise
than under this Section 16. If any such action is brought against
any indemnitee and it notifies the indemnitor of the commencement
thereof, the indemnitor will be entitled to assume the defense
thereof with counsel
C-139
reasonably-satisfactory to the indemnitee, and the defendant or
defendants in such action entitled to indemnification hereunder
shall have the right to participate in the defense or preparation
of the defense of any such action. In the event the indemnitor does
elect to assume the defense of any such action, and to retain
counsel of good standing, the defendant or defendants in such
action shall bear the fees and expenses of any additional counsel
retained by any of them; but in case the indemnitor does not elect
to assume the defense of. any such action, the indemnitor will
reimburse the indemnitee(s) named -a defendant or defendants in
such action for the fees and expenses of one single additional
counsel agreed upon by them. If the indemnitor assumes the defense
of any such action, the indemnitor shall not, without the prior
written consent of the indemnitee(s), settle or compromise the
liability of the indemnitee(s) in such action, or permit a default
or consent to the entry of any judgment in respect thereof, unless
in connection with such settlement, compromise or consent each
indemnitee receives from such claimant an unconditional release
from all liability in respect of such claim.
(e) Neither party shall be liable for any special, indirect, incidental
or consequential damages of any nature or kind, or losses of third
parties of any nature or kind.
17. NOTICE. Each notice required by this Agreement shall be given
in writing and delivered personally or mailed by certified mail or courier
service to the other party at the following address or such other address as
each party may give notice to the other:
If to UPI, to:
Universal Pensions, Inc.
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to BISYS, to:
BISYS Fund Services
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
ATTN: President
If to the Fund Company, to:
BB&T Mutual Funds
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ Floor
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Trip ▇▇▇▇▇▇▇, Sr. Vice President
C-140
A notice given pursuant to this Section 17 shall be deemed given immediately
when delivered personally, three days after the date of certified mailing, and
one day after delivery by courier service.
18. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota applicable to
agreements fully executed and to be performed therein. .
19. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Each party
represents that it is free to enter into this Agreement and that by doing so it
will not breach or otherwise impair any other agreement or understanding with
any other person, corporation or other entity. UPI further represents, warrants,
and covenants that:
(i) it has full power and authority under applicable law, and has
taken all action necessary to enter into and perform this
Agreement;
(ii) the arrangements provided for in this Agreement will be disclosed
to the Plans upon the request of their Plan Representatives.
(iii) it will not be a "fiduciary" of the Plan(s) with respect to .the
provision of the Administrative Services or with respect to the
Plans purchase of shares, as such term is defined in Section
3(21) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code");
(iv) it is not required to be registered as a broker-dealer under the
1934 Act and any applicable state securities laws, including as a
result of entering into and performing the Services set forth in
this Agreement; and.
(v) in no event will any of the services provided hereunder be
intended to result in the sale of Fund shares.
BISYS further represents, warrants; and covenants that:
(i) it has full power and authority under applicable law, and has
taken all action necessary, to enter into and perform this
Agreement; and
(ii) it is registered as a transfer agent under the Securities
Exchange Act of 1934.
The Fund Company further represents, warrants, and covenants that:
(i) it has full power and authority under applicable law, and has
taken all action necessary, to enter into and perform this
Agreement; and
(ii) it is a registered an investment company under the Investment
Company Act of 1940 and Fund Shares are registered under the
Securities Act of 1933.
C-141
20. COMPLETE AGREEMENT. This Agreement contains the full and complete
understanding of the parties and supersedes all prior representatives, promises,
statements, arrangements, agreements, warranties and understandings between the
parties with respect to the subject matter hereof, whether oral or written,
express or implied.
21. MODIFICATION. This Agreement may be modified or amended, and the
terms of this Agreement may be waived, only by a writing signed by each of the
parties.
22. FORCE MAJEURE. Neither party shall be liable to the other for any
delay or failure in performance caused by acts beyond the nonperforming party's
reasonable control, including without limitation, acts of God or public enemy,
act of any military, civil or regulatory authority, change in any law or
regulation, fire, flood, tornado, earthquake or storm, or other like event,
disruption or outage of communications, power or other utility, labor strikes,
or any other cause, whether similar or dissimilar to any of the foregoing, which
could not have been prevented by the nonperforming party with reasonable care.
23. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
24. ASSIGNMENT. This Agreement shall not be assigned by a party hereto,
without the prior written consent of the other parties hereto, except that a
party may assign this Agreement to an affiliate having the same ultimate
ownership as the assigning party without such consent.
25. SURVIVAL. The provisions of Sections 5, 12, 13 and 16 shall survive
termination of this Agreement.
26. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees that
this Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
27. BINDING EFFECT. This Agreement has been executed on behalf of the
Funds by the undersigned officer of the Fund Company in his or her capacity as
an officer of the Fund Company. It is expressly agreed that the obligations of
the Fund Company hereunder. shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Fund Company
personally, but shall bind only the property of the Fund Company. 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 Fund
Company; acting as such, and neither such authorization by the Fund Company 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 Fund Company as provided in the Fund
Company's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of this _____ day of ______, 2001.
C-142
UNIVERSAL PENSIONS, INC.
By:
--------------------------------------
Its:
-------------------------------------
BISYS FUND SERVICES OHIO, INC.
By:
--------------------------------------
Its:
-------------------------------------
BB&T FUNDS
By:
--------------------------------------
Its:
-------------------------------------
C-143
SCHEDULE A List of Funds
CLASS A SHARES OF THE FOLLOWING FUNDS:
BB & T Large Company Value Fund
BB & T Balanced Fund
BB & T Large Company Growth Fund
BB &. T Small Company Growth Fund
BB & T International Equity Fund
BB & T Equity Index Fund
*BB & T CAPITAL APPRECIATION FUND
*BB & T MID CAP VALUE FUND
BB & T Intermediate U.S. Government Bond Fund
BB & T Intermediate Corporate Bond Fund
BB & T Prime Money Market Fund
BB & T U.S. Treasury Money Market Fund
BB & T Capital Manager Conservative Growth Fund
BB & T Capital Manager Moderate Growth Fund
BB & T Capital Manager Growth Fund
*BB & T Capital Manager Aggressive Fund.
* THE SHARES IN THESE FUNDS MAY BE INCLUDED UNDER THIS AGREEMENT UPON
CONFIRMATION BY UPI (INCLUDING RECEIPT OF THE CUSIP NUMBER) THAT THE SHARES ARE
ELIGIBLE TO BE TRADED THROUGH THE NSCC. IN ADDITION, CLASS C SHARES OF THE
FORGOING FUNDS MAY BE INCLUDED UNDER THIS AGREEMENT, WHEN AVAILABLE AND UPON
CONFIRMATION BY UPI (INCLUDING RECEIPT OF THE CUSIP NUMBER) THAT THE SHARES ARE
ELIGIBLE TO BE TRADED THROUGH THE NSCC AND VERIFICATION BY UPI THAT THERE ARE NO
RESTRICTIONS OR OTHER LIMITATIONS RELATING TO THE CLASS C SHARES THAT WOULD
EFFECT UPI'S ABILITY TO PROCESS INSTRUCTIONS RELATING TO THE SHARES PURSUANT TO
THIS AGREEMENT.
C-144
SCHEDULE B
FEE SCHEDULE
BB & T agrees to pay UPI the following Administrative Fees:
[ ] ____% per annum of the average daily aggregate net asset value of
shares of the Funds designated in Schedule A held by P]an during each
month.
The Administrative Fee payable each month with respect to a Fund shall
be an amount equal to the average daily net assets invested in such
Fund during the month MULTIPLIED by the applicable per annum rate
described above MULTIPLIED by a fraction the numerator of which is the
number of days in the month and the denominator of which is 365.
[X] $13.00 per annum multiplied by the number of Plan participant accounts
(i.e., the number of Funds in which a Plan participant has elected to
invest) and prorated based on the period of time amounts are invested
in a particular Fund or Funds.
C-145
SCHEDULE C
DUTIES OF UPI
1. RECORDKEEPING, REPORTING AND PROCESSING. UPI shall provide Administrative
Services including, but not limited to, recordkeeping, reporting,
processing and transfer arrangements for the purchase and redemption of
Shares for Plan Accounts. UPI shall maintain a record of the number of
Shares held by the Plan Accounts and maintain subaccounting records, which
include each Participant's name, address, taxpayer identification number
and interest in Fund Shares.
2. PARTICIPANT SERVICES. UPI shall respond to all inquiries and other
communications from the Participants and Plan Representatives, assist
Participants with the establishment and maintenance of shareholder
accounts and records, and such other services as BISYS may reasonably
request relating to the Funds or Plan Accounts in the Funds, and any other
matters relating to UPI's duties hereunder.
3. MAILING COMMUNICATIONS. UPI shall comply with the laws applicable to
mailing communications to Plan Representatives in accordance with Section
6 and Section 10(b) of this Agreement.
C-146