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Document Preview Master Services Agreement |
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Title: |
Master Services Agreement |
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Entities: |
BISYS Group, Inc.; Hibernia Funds; Dickstein Shapiro Morin & Oshinsky; Drinker Biddle & Reath LLP |
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Date: |
2006 |
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Size: |
Preview shows 7KB of 93KB total |
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Price: |
$53 |
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ID: |
#2682682 |
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MASTER SERVICES AGREEMENT
This Master Services Agreement (Agreement) is made as of October 18, 2006, (the Effective Date) between BISYS Fund Services Ohio, Inc. (BISYS), an Ohio corporation having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and Capital One Funds (the Company) a Massachusetts business trust, having a place of business at 3435 Stelzer Road, Columbus Ohio 43219. This Agreement will become effective as of the date that the Funds, as defined below, are converted to BISYS service platform, which date is expected to be November 11, 2006 unless otherwise mutually agreed by the parties.
WHEREAS, the Company desires that BISYS perform administration, fund accounting and transfer agency services for the investment portfolios of the Company listed on Schedule A hereto, as well as such additional investment portfolios as hereafter may be established from time to time (collectively, the Funds);
WHEREAS, BISYS is willing to perform such services on the terms and conditions set forth in this Master Services Agreement (this Agreement).
NOW, THEREFORE, the Company and BISYS hereby agree as follows:
| 1. | Retention of BISYS. |
The Company hereby retains BISYS to act as administrator, fund accountant and transfer agent of the Company and the Funds, and to furnish the Company and the Funds with administrative, fund accounting and transfer agency services as set forth in Sections 2(a) through (c) below. BISYS and the Company hereby agree that BISYS will perform the services upon the terms set forth in this Agreement and the Schedules hereto.
BISYS shall, for all purposes herein, be deemed to be an independent contractor and, except as otherwise expressly provided or authorized, shall have no authority to act for or represent the Company or Funds in any way, and shall not be deemed an agent of the Company or any Funds.
| 2. | Services. |
| (a) | Administration Services. BISYS shall perform the administrative services set forth in Schedule B and, on behalf of the Company, shall 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 Companys operations. BISYS shall provide the Board of Trustees of the Company (the Board) with such reports |
regarding the Funds investment performance as it may reasonably request, but shall have no responsibility for supervising the performance by any investment adviser or sub-adviser of its responsibilities. BISYS shall perform such other administration services, and furnish such reports, for the Company and each of the Funds that are mutually agreed upon by the parties from time to time, for which the Company will pay BISYS the amounts agreed upon between them as set forth on Schedule E hereto.
| (b) | Fund Accounting Services. BISYS shall perform for the Company the fund accounting services set forth in Schedule C hereto. BISYS shall also perform such special accounting services, and furnish such reports, for the Company and the Funds to the extent agreed upon by the parties from time to time, for which the Company will pay BISYS the amounts agreed upon between them as set forth on Schedule E hereto. |
| (c) | Transfer Agency Services. BISYS shall perform for the Company the transfer agency services set forth in Schedule D hereto. BISYS also agrees to perform for the Company such special transfer agency services, and furnish such reports, for the Company and the Funds to the extent agreed upon by the parties from time to time, for which the Company will pay BISYS the amounts agreed upon between them as set forth on Schedule E hereto. |
BISYS shall provide the Company with all necessary office space, equipment, personnel, compensation and facilities (including facilities for shareholders and Board meetings) for handling the affairs of the Company and Funds and such other services as BISYS shall, from time to time, reasonably determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Board, BISYS shall make reports to the Board concerning the performance of its obligations hereunder.
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