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EXHIBIT 9(c)
Sub-Administration Agreement dated as of April 1, 1996 between
ASO Services Company and BISYS Fund Services
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SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of April, 1996, between the ASO Services
Company ("ASC"), a corporation organized under the laws of the State of Delaware
and having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000, and BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services
(the "Sub-Administrator"), a limited partnership having its main office at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, ASC has entered into a Management and Administration
Agreement, dated as of April 1, 1996, (the "Management and Administration
Agreement"), with AmSouth Mutual Funds (the "Trust"), a Massachusetts business
trust having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx,
Xxxx 00000, concerning the provision of management and administrative services
for the investment portfolios of the Trust identified on Schedule A hereto, as
such Schedule shall be amended from time to time (individually referred to
herein as the "Fund" and collectively as the "Funds"); and
WHEREAS, ASC desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Fund and the
Sub-Administrator is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
17. Services as Sub-Administrator. Subject to the direction and
control of ASC, the Sub-Administrator will assist in supervising all
aspects of the operations of the Funds except those performed by the
investment adviser for the Funds under its Investment Advisory
Agreements, the custodian for the Funds under its Custodial Services
Agreement, the transfer agent for the Funds under its Transfer Agency
Agreement and the fund accountant for the Funds under its Fund
Accounting Agreement.
The Sub-Administrator will maintain office facilities (which may be in
the office of the Sub-Administrator or an affiliate but shall be in such
location as the Trust shall reasonably determine); furnish statistical and
research data, clerical and certain bookkeeping services and stationery and
office supplies; prepare the periodic reports to the Securities and Exchange
Commission (the "Commission") on Form N-SAR or any replacement forms therefor;
compile data for, assist the Trust or its designee in the preparation of, and
file all the Funds' federal and state tax returns and required tax filings other
than those required to be made by the Funds' custodian and transfer agent;
prepare compliance filings pursuant to state securities laws with the advice of
the Trust's counsel; respond to fund audits from both independent accountants
and regulatory agencies and coordinate Commission inspections; provide support
and review of certain periodic Commission and Internal Revenue Service
qualification and
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compliance measurement tests; assist to the extent requested by the Trust with
the Trust's preparation of its Annual and Semi-Annual Reports to Shareholders
and its Registration Statements (on Form N-1A or any replacement therefor);
maintain fund and director insurance as directed by the Trust; assist to the
extent requested by the Trust in the Trust's Shareholder Meeting and proxy
solicitation process; compile data for, prepare and file timely Notices to the
Commission required pursuant to Rule 24f-2 under the Investment Company Act of
1940 (the "1940 Act"); keep and maintain the financial accounts and records of
the Funds, including calculation of daily expense accruals; in the case of money
market funds, periodically review the amount of deviation, if any, of the
current net asset value per share (calculated using available market quotations
or an appropriate substitute that reflects current market conditions) from each
money market fund's amortized cost price per share; and generally assist in all
aspects of the operations of the Funds. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Sub-Administrator hereby agrees that all
records which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request. The Sub-Administrator further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act. Administrator may delegate some or
all of its responsibilities under this Agreement.
18. Compensation; Reimbursement of Expenses. ASC shall pay the Sub-
Administrator for the services to be provided by the Sub-Administrator
under this Agreement in accordance with, and in the manner set forth
in, Schedule B hereto. In addition, ASC agrees to reimburse the
Sub-Administrator for the Sub-Administrator's reasonable out-of-pocket
expenses in providing services hereunder.
19. Effective Date. This Agreement shall become effective with
respect to a Fund as of the date first written above (or, if a
particular Fund is not in existence on that date, on the date specified
in the amendment to Schedule A to this Agreement relating to such Fund
or, if no date is specified, the date on which such amendment is
executed) (the "Effective Date").
20. Term. This Agreement shall continue in effect with respect to a
Fund, unless earlier terminated by either party hereto as provided
hereunder, until December 31, 2000; and thereafter shall be renewed
automatically for successive five-year terms unless written notice not
to renew is given by the non-renewing party to the other party at least
60 days prior to the expiration of the then-current term; provided,
however, that after such termination for so long as the
Sub-Administrator, with the written consent of ASC, 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. Either party
to this Agreement may terminate such Agreement prior to the expiration
of the initial term set forth above by providing the other party with
written notice of such termination at least 60 days
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prior to the date upon which such termination shall become effective.
Compensation due the Sub-Administrator and unpaid by ASC upon such
termination shall be immediately due and payable upon and
notwithstanding such termination. The Sub- Administrator shall be
entitled to collect from ASC, in addition to the compensation described
under paragraph 2 hereof, the amount of all the Sub-Administrator's
cash disbursements for services in connection with the
Sub-Administrator's activities in effecting such termination, including
without limitation, the delivery to ASC, the Trust, and/or their
respective designees of the Trust's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination for a
reasonable fee to be paid by ASC, the Sub-Administrator will provide
ASC and/or the Trust with reasonable access to any Trust documents or
records remaining in its possession.
21. Standard of Care; Reliance on Records and Instructions;
Indemnification. The Sub-Administrator shall use its best efforts to
insure the accuracy of all services performed under this Agreement, but
shall not be liable to ASC or the Trust for any action taken or omitted
by the Sub-Administrator in the absence of bad faith, willful
misfeasance, negligence or from reckless disregard by it of its
obligations and duties. ASC agrees to indemnify and hold harmless the
Sub-Administrator, 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, counsel
fees and other expenses of every nature and character arising out of or
in any way relating to the Sub- Administrator's actions taken or
nonactions with respect to the performance of services under this
Agreement with respect to a Fund or based, if applicable, upon
reasonable reliance on information, records, instructions or requests
with respect to such Fund given or made to the Sub-Administrator by a
duly authorized representative of ASC; provided that this
indemnification shall not apply to actions or omissions of the Sub-
Administrator in cases of its own bad faith, willful misfeasance,
negligence or from reckless disregard by it of its obligations and
duties, and further provided that prior to confessing any claim against
it which may be the subject of this indemnification, the
Sub-Administrator shall give ASC written notice of and reasonable
opportunity to defend against said claim in its own name or in the name
of the Sub-Administrator.
The Sub-Administrator agrees to indemnify and hold harmless the
Administrator, 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, 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 from reckless disregard by it of its
obligations and duties, with respect to the performance of services under this
Agreement.
22. Record Retention and Confidentiality. The Sub-Administrator shall
keep and maintain on behalf of the Trust all books and records which
the Trust and the Sub-
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Administrator are, or may be, required to keep and maintain in
connection with the services to be provided hereunder pursuant to any
applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the 1940 Act. The
Sub-Administrator 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, by ASC, or by the Securities and
Exchange Commission 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.
23. Uncontrollable Events. The Sub-Administrator 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.
24. Rights of Ownership. All computer programs and procedures
developed to perform the services to be provided by the
Sub-Administrator under this Agreement are the property of the
Sub-Administrator. 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 ASC and/or the Trust
in appropriate form as soon as practicable after termination of this
Agreement for any reason.
25. Return of Records. The Sub-Administrator may at its option at any
time, and shall promptly upon the demand of ASC and/or the Trust, turn
over to ASC and/or the Trust and cease to retain the
Sub-Administrator's files, records and documents created and maintained
by the Sub-Administrator pursuant to this Agreement which are no longer
needed by the Sub-Administrator in the performance of its services or
for its legal protection. If not so turned over to ASC and/or the
Trust, such documents and records will be retained by the
Sub-Administrator 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 ASC and/or the Trust unless the Trust authorizes in writing the
destruction of such records and documents.
26. Representations of ASC. ASC certifies to the Sub-Administrator
that this Agreement has been duly authorized by ASC and, when executed
and delivered by ASC, will constitute a legal, valid and binding
obligation of ASC, enforceable against ASC 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.
27. Representations of the Sub-Administrator. The Sub-Administrator
represents and warrants that: (1) the various procedures and systems
which the Sub-
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Administrator has implemented with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause of the records
and other data of the Trust and the Sub- Administrator'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
it obligations hereunder, and (2) this Agreement has been duly
authorized by the Sub- Administrator and, when executed and delivered
by the Sub-Administrator, will constitute a legal, valid and binding
obligation of the Sub-Administrator, enforceable against the
Sub-Administrator 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.
28. Insurance. The Sub-Administrator shall notify ASC should any of
its insurance coverage be cancelled or reduced. Such notification shall
include the date of change and the reasons therefor. The
Sub-Administrator shall notify ASC 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 ASC from time to
time as may be appropriate of the total outstanding claims made by the
Sub-Administrator under its insurance coverage.
29. Notices. Any notice provided hereunder shall be sufficiently
given when sent by registered or certified mail to ASC at the following
address: 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and to the
Sub-Administrator at the following address: 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000 or at such other address as either party may from
time to time specify in writing to the other party pursuant to this
Section.
30. Headings. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this
Agreement.
31. 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 and
with the specific written consent of the Trust.
32. Governing Law. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
[SEAL] ASO SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Title: President
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BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc., General Partner
By: /s/ J. Xxxxx Xxxxx
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Title: Executive Vice President
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Dated: April 1, 1996
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
ASO SERVICES COMPANY
AND
BISYS FUND SERVICES
NAME OF FUND
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AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Bond Fund
AmSouth Municipal Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Alabama Tax-Free Fund
AmSouth Florida Tax-Free Fund
ASO SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Title: President
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BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc., General Partner
By: /s/ J. Xxxxx Xxxxx
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Title: Executive Vice President
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Dated: April 1, 1996
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
ASO SERVICES COMPANY
AND
BISYS FUND SERVICES
Name of Fund Compensation*
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AmSouth Prime Obligations Fund Such percentage of ASC's compensation
AmSouth U.S. Treasury Fund received pursuant to the Management and
AmSouth Tax Exempt Fund Administration Agreement with the Trust
AmSouth Equity Fund as shall be agreed upon from time to time
AmSouth Regional Equity Fund between the parties.
AmSouth Balanced Fund
AmSouth Bond Fund
AmSouth Municipal Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Alabama Tax-Free Fund
AmSouth Florida Tax-Free Fund
ASO SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Title: President
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BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc., General Partner
By: /s/ J. Xxxxx Xxxxx
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Title: Executive Vice President
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*All fees are computed daily and paid periodically
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