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Exhibit (h)(iii)(A)
AMENDMENT TO
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SUB-ADMINISTRATION AGREEMENT
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This Amendment is made as of January 1, 2000, between BISYS Fund Services
Limited Partnership d/b/a BISYS Fund Services (the "Administrator") and Fifth
Third Bank (the "Sub-Administrator"). The parties hereby amend the Sub-
Administration Agreement (the "Agreement") between the Administrator and the
Sub-Administrator, dated as of December 1, 1995, as set forth below.
WHEREAS, the parties wish to modify certain terms of the Agreement, as more
particularly described herein.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. Section 1 of the Agreement shall be restated in its entirety as
follows:
1. Services as Sub-Administrator. The Sub-
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Administrator will assist the Administrator in
providing administrative services with respect to
each Fund as may be reasonably requested by the
Administrator from time to time. Such services may
include, but are in no way limited to, such
clerical, bookkeeping, accounting, stenographic,
and administrative services which enable the
Administrator to more efficiently perform its
obligations under the Management and
Administration Agreement.
Without limiting the generality of the foregoing,
the Sub-Administrator shall perform the services
set forth below beginning January 1, 2000.
1. Prepare semi-annual and annual financial
statements.
2. Review Form N-SAR prior to filing.
3. Prepare annual Fund expense budget, review
expense ratios and prepare monthly accrual
analyses.
4. Validate and approve Fund expenses prior to
payment.
5. Register Funds with NASDAQ.
6. Prepare financial reports for Board review.
7. Perform dividend and capital gain
distribution review and analysis.
8. Provide appropriate assistance with respect to
audits conducted by the Trust's independent
accountants including (i) compiling data and
other information and (ii) communicating with
independent accountants if necessary.
Beginning January 1, 2001, the Sub-Administrator shall, in
addition to the
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services enumerated above, perform the following additional
services.
1. Maintain Board meeting calendar.
2. Assist Fund counsel in the development of meeting agendas
3. Prepare appropriate materials for the Board meetings.
4. Provide appropriate personnel to attend Board meetings.
5. Assist Administrator in updating and filing registration
statements
6. Assist Administrator in preparing and filing supplements to
registration statements.
7. Review proxy materials prepared by Fund counsel.
8. Assist Administrator in preparations for shareholder
meetings.
9. Assist Fund Auditors in the 17f-2 audit.
10. Review and file form N-SAR, and review other regulatory
filings to be made on behalf of the Funds
4. Section 2 of the Agreement shall be restated in its entirely as
follows:
2. Compensation; Reimbursement of Expenses. In
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consideration of the services rendered and expenses
assumed pursuant to this Agreement, the Administrator
will pay or cause to be paid to the Sub-Administrator
on the first business day of each month, or at such
time(s) as the parties hereto shall agree, fees
computed daily at the annual rate set forth below:
January 1, 2000 to December 31, 2000
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3.5 one-hundredths of one percent (.035%) of each
Fund's average daily net assets.
January 1, 2001 to the termination of this Agreement as provided
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in Section 4
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4 one-hundredths of one percent (.04%) of each
Fund's average daily net assets.
In addition, the Administrator agrees to reimburse the Sub-
Administrator for its reasonable out-of-pocket expenses in providing
services hereunder.
5. Section 4 of the Agreement shall be restated in its entirety as
follows:
4. Term. This Agreement shall continue in effect
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unless earlier terminated by either party hereto
as provided hereunder, until March 31, 2000.
Thereafter, this Agreement shall continue until
either party terminates the Agreement, which shall
be effective upon providing at least one hundred
eighty (180) days' notice to the other party. This
Agreement is terminable with respect to a
particular Fund for "cause,
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which shall be set forth by the party alleging
cause in writing with reasonable notice to the
other party. For purposes of this Agreement,
"cause" shall mean (a) a material breach of this
Agreement that has not been remedied for thirty
(30) days following written notice of such breach
by the non-breaching party; (b) a final,
unappealable judicial, regulatory or
administrative ruling or order in which the party
to be terminated has been found guilty of criminal
or unethical behavior in the conduct of its
business; (c) financial difficulties on the part
of the party to be terminated which are evidenced
by the authorization or commencement of, or
involvement by way of pleading, answer, consent or
acquiescence in, a voluntary or involuntary case
under Title 11 of the United States Code, as from
time to time is in effect, or any applicable law,
other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of
debtors or to the modification or alteration of
the rights of creditors; or (d) any circumstance
which substantially impairs the performance of the
obligations and duties of the party to be
terminated, or the ability to perform those
obligations and duties, as contemplated herein.
Notwithstanding the foregoing, the absence of
either or both an annual review or ratification of
this Agreement by the Board of Trustees shall not,
in and of itself, constitute "cause" as used
herein.
6. Section 5 of the Agreement shall be amended by adding the following
language at the end of such section:
The Sub-Administrator agrees to indemnify and hold
harmless the Administrator, its employees, agents,
directors, 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 Sub-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.
7. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
8. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
FIFTH THIRD BANK
By: /s/ James D. Berghausen
Title: Sr. Vice President
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Mark A. Dillon
Title: Executive Vice President
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