EXHIBIT 23(h)(4)
AMENDED AND RESTATED FUND ACCOUNTING AGREEMENT
AGREEMENT made this 1st day of January, 2003, between ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
SERIES 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 has continued in effect through the date hereof;
WHEREAS, the Trust desires that the Fund Accountant continue to perform
such fund accounting services for the Trust and each of the Funds;
WHEREAS, the Fund Accountant is willing to continue to perform such
services on the terms and conditions set forth in this Agreement;
WHEREAS, the Fund Accountant and the Trust wish to amend and restate
the 2000 Agreement in order to set forth the terms under which the Fund
Accountant will henceforth perform the fund accounting services set forth herein
for the Trust.
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;
(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,
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Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;
(ii) Provide accounting information for the
following:
(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.
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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 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 1(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 BISYS or ▇▇▇▇▇▇ ▇▇▇▇)
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
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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 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
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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.
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.
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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.
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.
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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.
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; and
(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.
(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:
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(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.
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 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn: President; if to the Trust, to it at AXA ▇▇▇▇▇▇▇▇▇
Investment Management LLC, ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attn: ▇▇▇▇▇▇
▇. ▇▇▇▇▇, Esq., with a copy to ▇.▇. ▇▇▇▇▇▇▇▇▇, Esq., Ropes & ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, 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.
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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 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 Amended and Restated 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
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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).
25. PRIVACY.
Nonpublic personal financial information relating to consumers
or customers of 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 or (ii) permitted by the
Trust and necessary or desirable for BISYS to perform its duties hereunder (it
being assumed for purposes of this section that any disclosures that are
permitted under the Trust's privacy policy are permitted by the Trust)
(including Applicable AML Laws). 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.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SERIES TRUST
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
Title: President
BISYS FUND SERVICES OHIO, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
Title: President
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Dated: January 1, 2003
SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SERIES 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:
$30,000 per Fund for each of the following Funds:
AXA ▇▇▇▇▇▇▇▇▇ U.S. Small Capitalization Fund;
AXA ▇▇▇▇▇▇▇▇▇ International Small Capitalization Fund;
$40,000 per Fund for each additional Fund 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.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SERIES TRUST BISYS FUND SERVICES OHIO, INC.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------- -------------------------
A-1
Dated: January 1, 2003
SCHEDULE B
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SERIES 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
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SERIES 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 BISYS.
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
Additional Year-End Tax Information to shareholders and vendors
within 45 days of calendar
year-end.
B-2