EXHIBIT (5)(c)
ADMINISTRATION AGREEMENT
Administration Agreement made as of April 25, 1996, and revised as of
August 12, 1998, between certain portfolios of THE INFINITY MUTUAL FUNDS, INC.,
a Maryland corporation having its principal office and place of business at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000-0000 (herein called the "Fund"), and BISYS
FUND SERVICES LIMITED PARTNERSHIP, an Ohio limited partnership having its
principal office and place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000-0000 (herein called "BISYS").
WHEREAS, the Fund is an open-end, management investment company,
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and consisting of, among others, the portfolios set forth on Schedule 1
hereto, as such Schedule may be revised from time to time (each, a "Series");
WHEREAS, the Fund intends from time to time to employ certain entities
(in addition to those named below), some of which may be affiliated with BISYS,
to provide services to one or more Series (each, a "Service Provider");
WHEREAS, the Fund employs BISYS to act as distributor for each Series'
shares of common stock, par value $.001 per share (the "Shares");
WHEREAS, the Fund, in respect of the Series, previously had employed an
affiliate of BISYS as its administrator; and
WHEREAS, the Fund desires to retain BISYS as its Administrator to
provide it with administrative services with respect to each Series, and BISYS
is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto agree as follows:
I. DELIVERY OF DOCUMENTS
The Fund has delivered to BISYS copies of each of the following
documents and will deliver to it all future amendments and supplements thereto,
if any:
(a) The Fund's Articles of Incorporation and all amendments and
supplements thereto (as presently in effect and as from time to time amended or
supplemented, herein called the "Charter");
(b) The Fund's By-laws (as presently in effect and as from time to
time amended, herein called the "By-laws");
(c) Resolutions of the Board of Directors of the Fund authorizing
the execution and delivery of this Agreement;
(d) The Fund's Registration Statement under the Securities Act of
1933, as amended (the "1933 Act"), and the 1940 Act on Form N-1A most recently
filed with the Securities and Exchange Commission (the "Commission") relating to
the Shares, and all subsequent amendments or supplements thereto (the
"Registration Statement");
(e) The Fund's Notification of Registration under the 1940 Act on
Form N-8A as filed with the Commission; and
(f) The Fund's current Prospectuses and Statements of Additional
Information pertaining to the Series (as presently in effect and as from time to
time amended and supplemented, herein called the "Prospectus").
II. ADMINISTRATION
1. APPOINTMENT OF ADMINISTRATOR. The Fund hereby appoints BISYS as its
Administrator for each of the Series on the terms and for the period set forth
in this Agreement and BISYS hereby accepts such appointment and agrees to
perform the services and duties set forth in this Section II for the
compensation provided in this Section. The Fund understands that BISYS now acts,
and that from time to time hereafter BISYS may act, as administrator of various
investment companies or fiduciary for other managed accounts, and the Fund has
no objection to BISYS' so acting. In addition, it is understood that the persons
employed by BISYS to assist in the performance of its duties hereunder will not
devote their full time to such services and nothing herein contained shall be
deemed to limit or restrict the right of BISYS or any affiliate of BISYS to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
2. SERVICES AND DUTIES.
(a) As Administrator, and subject to the supervision and control of
the Fund's Board of Directors, BISYS will provide office facilities, equipment,
statistical and research data, clerical, accounting and bookkeeping services,
internal compliance services relating to accounting and legal matters, and
personnel to carry out all administrative services required for operation of the
business and affairs of the Series, other than those management, investment
advisory and sub-advisory functions which are to be performed by certain Service
Providers pursuant to their respective agreements with the Fund, the services
BISYS performs as distributor, those services to be performed by the Fund's
custodian and transfer agent, and those services normally performed by the
Fund's legal counsel and independent auditors. BISYS' responsibilities include
without limitation the following services:
(1) Providing a facility to receive purchase and redemption
orders via toll-free IN-XXXXX telephone lines;
(2) Providing for the preparing, supervision and mailing of
confirmations for all purchase and redemption orders;
(3) Providing and supervising the operation of an automated
data processing system to process purchase and redemption orders received
by BISYS as distributor (BISYS assumes responsibility for the accuracy of
the data transmitted for processing or storage);
(4) Overseeing the performance of the Fund's custodian and
transfer agent;
(5) Making available information concerning each Series to its
shareholders; distributing written communications to each Series'
shareholders such as periodic listings of each Series' securities, annual
and semi-annual reports, and the Prospectus and supplements thereto; and
handling shareholder problems and calls relating to administrative matters;
and
(6) Providing and supervising the services of employees
("relationship coordinators") whose principal responsibility and function
shall be to preserve and strengthen each Series' relationships with its
shareholders.
(b) BISYS shall assure that persons are available to receive
redemption requests to the Fund's transfer agent as promptly as practicable.
(c) BISYS shall assure that persons are available to receive orders
accepted for the purchase of Shares to the transfer agent as promptly as
practicable.
(d) BISYS shall participate in the periodic updating of the
Prospectus and shall accumulate information for and, subject to approval by the
Fund's Treasurer and legal counsel, coordinate the preparation, filing, printing
and dissemination of reports to the Series' shareholders and the Commission,
including but not limited to annual reports and semi-annual reports on Form
N-SAR, notices pursuant to Rule 24f-2 and proxy materials.
(e) BISYS shall pay all costs and expenses of maintaining the
offices of the Fund, wherever located, and shall arrange for payment by the
Series of all expenses payable by the Series.
(f) BISYS, after consultation with legal counsel for the Fund,
shall determine the jurisdictions in which the Shares shall be registered or
qualified for sale and, in connection therewith, shall be responsible for the
maintenance of the registration or qualification of the Shares for sale under
the securities laws of any state. Payment of share registration fees and any
fees for qualifying or continuing the qualification of the Series shall be made
by the Series.
(g) BISYS shall provide the services of certain persons who may be
appointed as officers of the Fund by the Fund's Board of Directors.
(h) BISYS shall oversee the maintenance by the Fund's custodian and
transfer agent of the books and records of the Fund required under the 1940 Act
in connection with the performance of the Fund's agreements with such entities,
and shall maintain, or provide for the maintenance of, such other books and
records (other than those required to be maintained by the Service Providers) as
may be required by law or may be required for the proper operation of the
business and affairs of the Series. In compliance with the requirements of Rule
31a-3 under the 1940 Act, BISYS agrees that all such books and records which it
maintains, or is responsible for maintaining, for the Series are the property of
the Fund and further agrees to surrender promptly to the Fund any of such books
and records upon the Fund's request. BISYS further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act said books and records
required to be maintained by Rule 31a-1 under said Act.
(i) BISYS shall prepare the Series' federal, state and local income
tax returns.
(j) BISYS shall prepare and, subject to approval of the Fund's
Treasurer, disseminate to the Fund's Directors the Fund's and each Series'
quarterly financial statements and schedules of investments, and shall prepare
such other reports relating to the business and affairs of the Fund and each
Series (not otherwise appropriately prepared by the Service Providers, the
Fund's legal counsel or its independent auditors) as the officers and Directors
of the Fund may from time to time reasonably request in connection with the
performance of their duties.
(k) BISYS shall assist with the coordination of the provision of
investment management, advisory and sub-advisory services by the Service
Providers to the Series, and shall provide other administration assistance to
said entities as required to carry out the business and operations of the
Series.
(l) BISYS shall recommend, implement and monitor all specialized
services and programs that are necessary or appropriate in order for the Series
to serve properly the investment needs of the fiduciary accounts investing in
their Shares.
(m) In performing its duties as Administrator for the Series, BISYS
will act in conformity with the Charter, By-laws and Prospectus and with the
instructions and directions of the Board of Directors of the Fund and will
conform to and comply with the requirements of the 1940 Act and all other
applicable federal or state laws and regulations.
3. SUBCONTRACTORS. It is understood that BISYS may from time to time
employ or associate with itself such person or persons as BISYS may believe to
be particularly fitted to assist in the performance of this Agreement; provided,
however, that the compensation of such person or persons shall be paid by BISYS
and that BISYS shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and omissions.
4. EXPENSES ASSUMED AS ADMINISTRATOR. Except as otherwise stated in
this subsection 4, BISYS shall pay all expenses incurred by it in performing its
services and duties as Administrator. All other expenses incurred in the
operation of the Fund will be borne by the Fund, except to the extent
specifically assumed by others. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding voting
securities of any Service Provider or BISYS, or any of their affiliates,
Commission fees, state Blue Sky qualification fees, management, advisory,
sub-advisory, administration and other shareholder services fees, charges of
custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, auditing and legal expenses, costs of
maintaining corporate existence, costs of independent pricing services, costs
attributable to investor services (including, without limitation, telephone and
personnel expenses), costs of calculating the net asset value of the Series'
shares, costs of shareholders' reports and corporate meetings, costs of
preparing and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders (unless
otherwise provided pursuant to a plan adopted in accordance with Rule 12b-1
under the 1940 Act), and any extraordinary expenses.
5. COMPENSATION. In consideration of services rendered pursuant to
this Agreement, the Fund will pay BISYS on the first business day of each month
the fee at the annual rate set forth opposite each Series' name on Schedule 1
hereto, based upon the value of each Series' average daily net assets for the
previous month. Net asset value shall be computed on such days and at such time
or times as described in the Prospectus. The fee for the period from the date of
the commencement of the initial public sale of each Series' shares to the end of
the month during which such sale shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full monthly period,
and upon any termination of this Agreement before the end of any month, the fee
for such part of a month shall be pro-rated 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 the purpose of determining fees payable to BISYS, the value of
each Series' net assets shall be computed in the manner specified in the Charter
for the computation of the value of each Series' net assets.
Notwithstanding anything to the contrary herein, if in any fiscal year
the aggregate expenses of any Series, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the management, investment
advisory, sub-advisory and administration fees, exceed the expense limitation of
any such state having jurisdiction over the Series, the Fund may deduct from the
fees to be paid hereunder, or BISYS will bear, to the extent required by state
law, that portion of such excess which bears the same relation to the total of
such excess as BISYS' fee hereunder bears to the total fee otherwise payable for
the fiscal year by the Series pursuant to this Agreement and the Fund's
management, investment advisory and sub-advisory or similar agreements. BISYS'
obligation is limited to the amount of its fees hereunder. Such deduction or
payment, if any, will be estimated daily, and reconciled and effected or paid,
as the case may be, on a monthly basis.
6. CONFIDENTIALITY. BISYS will treat confidentially and as proprietary
information of the Fund all records and other information relative to the Fund
and each Series' prior or present shareholders or those persons or entities who
respond to inquiries concerning investment in a Series and, except as provided
below, will not use such records or information for any other purpose other than
for the performance of its responsibilities and duties with regard to the Series
which now exist or which may be added in the future. Any other use by BISYS of
the records and information referred to above may be made only after prior
notification to and approval in writing by the Fund. Such approval shall not be
unreasonably withheld and may not be withheld where (i) BISYS may be exposed to
civil or criminal contempt proceedings for failure to divulge such information;
(ii) BISYS is requested to divulge such information by duly constituted
authorities; or (iii) BISYS is so requested by the Fund.
III. LIMITATION OF LIABILITY
BISYS shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of BISYS' duties or
from its reckless disregard of its obligations and duties under this Agreement.
Any person, even though also an officer, director, partner, employee or agent of
BISYS, who may be or become an officer, Director, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or to any Series, or acting
on any business of the Fund or of any Series (other than services or business in
connection with BISYS' duties as Administrator hereunder) to be rendering such
services to or acting solely for the Fund or Series and not as an officer,
director, partner, employee or agent or one under the control or direction of
BISYS even though paid by BISYS.
IV. TERM
As to each Series, this Agreement shall continue until the date set
forth opposite such Series' name on Schedule 1 hereto (the "Reapproval Date"),
and thereafter shall continue automatically for successive annual periods ending
on the day of each year set forth opposite the Series' name on Schedule 1 hereto
(the "Reapproval Day"), provided such continuance is specifically approved as to
the Series at least annually by (a) the Fund's Board of Directors or (b) vote of
a majority (as defined in the 0000 Xxx) of such Series' outstanding voting
securities, provided that in either event its continuance also is approved by a
majority of the Fund's Directors who are not "interested persons" (as defined in
the 0000 Xxx) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. As to each Series,
this Agreement is terminable without penalty, at any time if for "cause," by the
Fund's Directors or by vote of holders of a majority of such Series' shares or,
upon not less than 90 days' written notice to the Fund, by BISYS. This Agreement
also will terminate automatically, as to the relevant Series, in the event of
its assignment (as defined in the 1940 Act). "Cause" shall mean a material
breach by BISYS of its obligations under this Agreement which shall not have
been cured within 30 days after the date on which BISYS shall have received
written notice setting forth in detail the facts alleged to give rise to the
breach.
V. MISCELLANEOUS
1. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated, except by an instrument in writing signed by the party
against whom an enforcement of the change, waiver, discharge or termination is
sought.
2. CONSTRUCTION. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Article IV hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by New York law; PROVIDED,
HOWEVER, that nothing herein shall be construed in a manner inconsistent with
the 1940 Act or any rule or regulation of the Commission thereunder.
3. NOTICE. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund shall be sufficiently given
if addressed to the Fund and mailed or delivered to it at its office at the
address first above written, or at such other place as the Fund may from time to
time designate in writing. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to BISYS shall be sufficiently given
if addressed to BISYS and mailed or delivered to it at its office at the address
first above written, or at such other place as BISYS may from time to time
designate in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.
THE INFINITY MUTUAL FUNDS, INC.
By:______________________________
Xxxxxxx X. Xxxxxxx,
President and Chairman of the Board
Attest:________________________
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By:___________________________
Attest: ________________________
SCHEDULE 1
Annual Fee as
a Percentage of
Average Daily
Name of Series Net Assets Repproval Date Reapproval Day
ISG Aggressive Growth Portfolio .15 of 1% April 25, 2001 April 25
ISG Capital Growth Portfolio .15 of 1% April 25, 2001 April 25
ISG Core Income Portfolio .15 of 1% April 25, 2001 April 25
ISG Current Income Portfolio .15 of 1% April 25, 2001 April 25
ISG Equity Value Portfolio .15 of 1% April 25, 2001 April 25
ISG Government Income Portfolio .15 of 1% April 25, 2001 April 25
ISG Government Money Market Portfolio .10 of 1% April 25, 2001 April 25
ISG Growth Portfolio .15 of 1% April 25, 2001 April 25
ISG Growth and Income Portfolio .15 of 1% April 25, 2001 April 25
ISG International Equity Portfolio .15 of 1% April 25, 2001 April 25
ISG Large Cap Equity Portfolio .15 of 1% April 25, 2001 April 25
ISG Limited Duration Income Portfolio .15 of 1% April 25, 2001 April 25
ISG Limited Duration Tennessee Tax Free Portfolio .15 of 1% April 25, 2001 April 25
ISG Limited Duration U.S. Government Portfolio .15 of 1% April 25, 2001 April 25
ISG Mid Cap Portfolio .15 of 1% April 25, 2001 April 25
ISG Moderate Growth and Income Portfolio .15 of 1% April 25, 2001 April 25
ISG Municipal Income Portfolio .15 of 1% April 25, 2001 April 25
ISG Prime Money Market Portfolio .10 of 1% April 25, 2001 April 25
ISG Small Cap Opportunity Portfolio .15 of 1% April 25, 2001 April 25
ISG Tax Free Money Market Portfolio .10 of 1% April 25, 2001 April 25
ISG Tennessee Tax Exempt Bond Portfolio .15 of 1% April 25, 2001 April 25
ISG U.S. Treasury Money Market Portfolio .10 of 1% April 25, 2001 April 25
Correspondent Cash Reserves Money Market Portfolio .10 of 1% December 31, 1999 December 31
Correspondent Cash Reserves Tax Free Money Market Portfolio .10 of 1% December 31, 1999 December 31
As Revised: August 12, 1998
