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EX-99.B9(b)
ADMINISTRATION AGREEMENT
This Administration Agreement is made as of this 1st day of July, 1996
between SBSF Funds, Inc. (d/b/a Key Mutual Funds), a Maryland corporation
(herein called the "Company"), and BISYS Fund Services Limited Partnership
(d/b/a BISYS Fund Services), an Ohio limited partnership (herein called
"BISYS").
WHEREAS, the Company is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and consisting of various investment portfolios, certain of which are
listed on Schedule I hereto, as such Schedule may be revised from time to time
(individually, a "Fund" and collectively, the "Funds"); and
WHEREAS, the Company offers for sale shares of common stock par value $.01
per share of the Funds (herein collectively called "Shares"); and
WHEREAS, pursuant to a Distribution Agreement dated as of July 1, 1996 (the
"Distribution Agreement") between the Company and BISYS, the Company has
retained BISYS as its Distributor to provide for the sale and distribution of
the Shares; and
WHEREAS, the Company desires to retain BISYS as its Administrator to
provide it with certain administrative services with respect to each of the
Funds and their respective Shares, 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 Company 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 Company's Articles of Incorporation and all amendments thereto
(such Articles of Incorporation, as presently in effect and as it
shall from time to time be amended, herein called the "Articles");
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(b) The By-Laws of the Company (such By-Laws as presently in effect and as
they shall from time to time be amended, herein called the "By-Laws");
(c) Resolutions of the Board of Directors of the Company authorizing the
execution and delivery of this Agreement;
(d) The Company's most recent Post-Effective Amendment to its Registration
Statement(s) under the Securities Act of 1933, as amended (the "1933
Act"), and under the 1940 Act, on Form N-1A as filed with the
Securities and Exchange Commission (the "Commission") relating to the
Shares and any further amendment thereto;
(e) Notification of registration of the Company under the 1940 Act on Form
N-8A as filed with the Commission; and
(f) Prospectuses and Statements of Additional Information of the Company
with respect to the Funds (such prospectuses and statements of
additional information, as presently in effect and as they shall from
time to time be amended and supplemented, herein called individually
the "Prospectus" and collectively, the "Prospectuses").
II. ADMINISTRATION
1. APPOINTMENT OF ADMINISTRATOR. The Company hereby appoints BISYS as its
Administrator for each of the Funds 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 II. The Company understands that BISYS now acts and
will continue to act as administrator of various investment companies and
fiduciary of other managed accounts, and the Company 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
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whatever kind or nature.
2. REPRESENTATIONS OF BISYS. BISYS represents and warrants that: (1) the
various procedures and systems which BISYS 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 Company and BISYS'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 BISYS and, when
executed and delivered by BISYS, will constitute a legal, valid and binding
obligation of BISYS, enforceable against BISYS 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.
3. SERVICES AND DUTIES.
(a) As Administrator, and subject to the supervision and control of
the Board of Directors of the Company, BISYS will provide facilities,
equipment, statistical and research data, clerical services, internal
compliance services relating to legal matters, and personnel to carry out
all administrative services required for operation of the business and
affairs of the Funds, other than those investment advisory functions which
are to be performed by the Funds' investment adviser(s), the services of
BISYS as Distributor pursuant to the Distribution Agreement, those services
to be performed by the Funds' custodian, transfer agent and any fund
accounting agent, and those services normally performed by the Funds'
counsel and auditors. BISYS's responsibilities include without limitation
the following services:
(1) Overseeing the performance of the Funds' custodian and
transfer agent;
(2) Making available information concerning each Fund to its
shareholders; distributing written communications to each Fund's
shareholders of record such as periodic listings of each Fund's
securities, annual and semi-annual reports, and
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Prospectuses and supplements thereto); and handling shareholder
problems and calls relating to administrative matters; and
(3) Providing and supervising the services of employees whose
principal responsibility and function shall be to preserve and
strengthen each Fund's relationships with its shareholders.
(b) BISYS shall assure that persons are available to transmit wire,
telephone or electronic redemption requests to the Funds' transfer agent as
promptly as practicable.
(c) BISYS shall assure that persons are available to transmit wire,
telephone or electronic orders accepted for the purchase or exchange of
Shares to the Funds' transfer agent as promptly as practicable.
(d) BISYS shall participate in the periodic updating of the
Prospectuses and shall coordinate (i) the filing, printing and
dissemination of reports to each Fund's shareholders and the Commission,
including but not limited to annual reports and semi-annual reports on Form
N-SAR and notices pursuant to Rule 24f-2, (ii) the preparation, filing,
printing and dissemination of proxy materials, and (iii) the preparation
and filing of post-effective amendments to the Funds' Registration
Statement on Form N-1A relating to the updating of financial information
and other routine matters.
(e) BISYS shall pay all costs and expenses of maintaining the offices
of the Funds, wherever located, and shall arrange for payment by the Funds
of all expenses payable by the Funds.
(f) BISYS, after consultation with the Funds' investment adviser(s),
shall determine the jurisdictions in which the Shares shall be registered
or qualified for sale and, in connection therewith, shall be responsible
for obtaining and maintaining the registration or qualification of the
Shares for sale under the securities laws of such jurisdictions. Payment of
Share registration fees and any fees for qualifying or continuing the
qualification of the Funds shall be made by the Funds.
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(g) BISYS shall provide the services of certain persons who may be
appointed as officers of the Company by the Company's Board of Directors.
(h) BISYS shall oversee the maintenance by the Funds' custodian and
transfer agent of the books and records required under the 1940 Act in
connection with the performance of the Company'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 Funds'
investment adviser(s) and any fund accounting agent) as may be required by
law or may be required for the proper operation of the business and affairs
of the Funds. 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 Funds are the property of the
Company and further agrees to surrender promptly to the Company any of such
books and records upon the Company'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 coordinate the preparation of the Funds' federal,
state and local income tax returns.
(j) BISYS shall prepare such other reports relating to the business
and affairs of the Company and each Fund (not otherwise appropriately
prepared by the Funds' investment adviser(s), any fund accounting agent,
BISYS or the counsel or auditors) as the officers and Directors of the
Company may from time to time reasonably request in connection with the
performance of their duties.
(k) In performing its duties as Administrator of the Company, BISYS
will act in conformity with the Articles, By-Laws and Prospectuses and with
the instructions and directions of the Board of Directors of the Company
and will conform to and comply with the requirements of the 1940 Act and
all other applicable federal or state laws and regulations.
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4. 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 persons shall be paid by BISYS and that
BISYS shall be as fully responsible to the Company for the acts and omissions of
any subcontractor as it is for its own acts and omissions.
5. EXPENSES ASSUMED AS ADMINISTRATOR. Except as otherwise stated in this
subsection 5, BISYS shall pay all expenses incurred by it in performing its
services and duties as Administrator, including the cost of providing office
facilities, equipment and personnel related to such services and duties. Other
expenses incurred in the operation of the Company (other than those borne by the
Company's investment adviser) including taxes, interest, brokerage fees and
commissions, if any, fees of directors who are not officers, directors,
partners, employees or holders of 5 percent or more of the outstanding voting
securities of the Company's investment advisers or BISYS or any of their
affiliates, Commission fees and state blue sky registration or qualification
fees, advisory fees, charges of custodians, transfer and dividend disbursing
agents' fees, fund accounting agents' fees, fidelity bond and directors' and
officers' errors and omissions insurance premiums, outside auditing and legal
expenses, costs of maintaining corporate existence, costs attributable to
shareholder services, including without limitation telephone and personnel
expenses, costs of preparing and printing Prospectuses for regulatory purposes
and for distribution to existing shareholders, costs of shareholders' reports
and Company meetings and any extraordinary expenses will be borne by the
Company.
6. COMPENSATION. For the services provided and the expenses assumed as
Administrator pursuant to this Section II, the Company will pay BISYS a fee,
computed daily and payable monthly, at the annual rate of .15% of each Fund's
average daily net assets. Such fee as is attributable to each Fund shall be a
separate (and not joint or joint and several) obligation of each such Fund. No
individual Fund shall have any responsibility for any obligation, if any, with
respect to any other Fund arising out of this Agreement.
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III. CONFIDENTIALITY
BISYS will treat confidentially and as proprietary information of the
Company all records and information relative to the Company and the Funds and
their prior or present shareholders or those persons or entities who respond to
BISYS inquiries concerning investment in the Company, and except as provided
below, will not use such records and information for any purpose other than
performance of its responsibilities and duties with regard to any other
investment portfolio which may be added to the Company in the future. Any other
use by BISYS of the information and records referred to above may be made only
after prior notification to and approval in writing by the Company. 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 Company.
IV. STANDARD OF CARE; INDEMNIFICATION; LIMITATION OF LIABILITY
BISYS shall use its best efforts to ensure the accuracy of all services
performed under this Agreement, but shall not be liable to the Company for any
action taken or omitted by BISYS in the absence of bad faith, willful
misfeasance, negligence or reckless disregard by it of its obligations and
duties. The Company agrees to indemnify and hold harmless BISYS, 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 BISYS'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 the Funds given or made to BISYS by a duly authorized representative
of the Company; provided that this indemnification shall not apply to actions or
omissions of BISYS in cases of its own bad faith, willful misfeasance,
negligence or 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
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indemnification, BISYS shall give the Company written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of
BISYS.
BISYS agrees to indemnify and hold harmless the Company, 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 BISYS'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.
Any person, even though also an officer, director, employee or agent of
BISYS, who may be or become an officer, director, employee or agent of the
Company, shall be deemed, when rendering services to the Company, or acting on
any business of the Company (other than services or business in connection with
BISYS's duties hereunder) to be rendering such services to or acting solely for
the Company and not as an officer, director, employee or agent or one under the
control or direction of BISYS even though paid by BISYS.
V. DURATION AND TERMINATION
The term of this Agreement shall commence on the date first set forth above
and shall remain in effect through June 30, 1997 ("Initial Term"). This
Agreement shall be renewed automatically for successive periods of one year
after the Initial Term, unless terminated by either party on not less than 90
days prior written notice to the other party. 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
breaching party shall have 45 days to remedy the breach or the non-breaching
party may immediately terminate this Agreement.
Notwithstanding the foregoing, after such termination for so long as BISYS,
with the written consent of the Company, 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
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Agreement, including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Compensation due BISYS
and unpaid by the Company upon such termination shall be immediately due and
payable upon and notwithstanding such termination. BISYS shall be entitled to
collect from the Company, in addition to the compensation described in Section
II, paragraph 6, the amount of all of BISYS's cash disbursements for services in
connection with BISYS's activities in effecting such termination, including
without limitation, the delivery to the Company and/or its designees of the
Company's property, records, instruments and documents, or any copies thereof.
Subsequent to such termination, for a reasonable fee, BISYS will provide the
Company with reasonable access to any Company documents or records remaining in
its possession.
VI. AMENDMENT OF THIS AGREEMENT
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.
VII. NOTICES
Notices of any kind to be given to the Company hereunder by BISYS shall be
in writing and shall be duly given if mailed or delivered to the Company c/o
Xxxxx X. Xxxxxxxxx, Assistant Secretary, SBSF Funds, Inc., c/o BISYS Investment
Services Group, 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, with copies to Xxxxxxxx
X. Xxxxxx, Senior Vice President, KeyCorp Mutual Funds Group, 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxxxx, Xxxx 00000-0000 and Xxxxxxx X. Xxxxxx, Vice President and
General Counsel, Spears, Benzak, Salomon & Xxxxxxx, Inc., 00 Xxxxxxxxxxx Xxxxx,
Xxx Xxxx, XX 00000, or at such other address or to such individual as shall be
so specified by the Company to BISYS. Notices of any kind to be given to BISYS
hereunder by the Company shall be in writing and shall be duly given if mailed
or delivered to BISYS at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, Attention:
Xxxxxxx X. Xxxxxx, Executive Vice President, or at such other address or to such
other individual as BISYS shall specify to the Company.
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VIII. MISCELLANEOUS
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 Section V 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
SBSF FUNDS, INC.
d/b/a KEY MUTUAL FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Attest: Xxxxxx X. Xxxx
Assistant Secretary
BISYS FUND SERVICES LIMITED
PARTNERSHIP
d/b/a BISYS FUND SERVICES
By: /s/ J. Xxxxx Xxxxx
Name: J. Xxxxx Xxxxx
Title: Executive Vice President
Attest: /s/
Vice President
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SCHEDULE I
Funds
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1. Key Stock Index Fund
2. Key International Index Fund
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