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Exhibit 6(ii) Under Form N-1A
FOUNTAIN SQUARE FUNDS
ADMINISTRATIVE SERVICE AGREEMENT
THIS ADMINISTRATIVE SERVICE AGREEMENT (the "Agreement") is made as of
December 1, 1995, by and between of FOUNTAIN SQUARE FUNDS (the "Trust"), a
Massachusetts business trust, with respect to certain classes of shares
("Classes") of the portfolios of the Trust (the "Funds") set forth in Exhibit A,
as amended from time to time, and FIFTH THIRD BANK (the "Bank"), an Ohio
corporation.
1. ANNUAL FEES.
Administrative Services Fee. Each Fund (or Class thereof, as the case
may be) may pay to the Bank an administrative services fee under the Agreement
at an annual rate not to exceed 0.25% of the average daily net assets of the
Fund or Class, as applicable (the "Services Fee"), to compensate the Bank for
providing services to the Trust's shareholders and for maintaining shareholder
accounts.
Payment of Fees. The Services Fees will be calculated daily and paid
monthly by each Fund at the annual rates indicated above.
2. EXPENSES COVERED BY THE AGREEMENT. Administrative services fees are
paid by the respective Funds or Classes of the Trust to the Bank for
administrative and support services provided to shareholders of the Trust, which
may include (i) establishing and maintaining accounts and records relating to
shareholders; (ii) processing dividend and distribution payments from the Fund
on behalf of shareholders; (iii) providing information periodically to
shareholders showing their positions in shares and integrating such statements
with those of other transactions and balances in shareholders' other accounts
serviced by the Bank; (iv) arranging for bank wires;
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(v) responding to shareholder inquiries relating to the services performed; (vi)
responding to routine inquiries from shareholders concerning their investments;
(vii) providing subaccounting with respect to shares beneficially owned by
shareholders, or the information to the Fund necessary for subaccounting; (viii)
if required by law, forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to shareholders; (ix) assisting in
processing purchase, exchange and redemption requests from shareholders and in
placing such orders with service contractors; (x) assisting shareholders in
changing dividend options, account designations and addresses; (xi) providing
shareholders with a service that invests the assets of their accounts in shares
pursuant to specific or pre-authorized instructions; and (xii) providing such
other similar services as a Fund or its shareholders may reasonably request to
the extent the Bank is permitted to do so under applicable statutes, rules and
regulations.
3. APPOINTMENT OF SUB-ADMINISTRATORS. The Bank may select one or more
sub-administrators to perform any or all of the services described in Section 2
above on behalf of any group or all of the shareholders of the Trust. The fees
paid to such sub-administrator(s) shall be paid by the Bank to the
Sub-administrator from the Services Fee described in Section 1. The appointment
of a sub-administrator shall not relieve the Bank of its responsibility to
provide the services to the Trust's shareholders as contemplated by this
Agreement.
4. APPROVAL OF TRUSTEES. The Agreement will not take effect until
approved by a majority of both (a) the full Board of Trustees and (b) those
Trustees who are not interested persons and who have no direct or indirect
financial interest in the operation of the Agreement
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or in any agreements related to it (the "Qualified Trustees"), cast in person at
a meeting called for the purpose of voting on the Agreement.
5. CONTINUANCE OF THE AGREEMENT. The Agreement will continue in effect
until December 1, 1996, and thereafter for successive twelve-month periods;
provided, however, that such continuance is specifically approved at least
annually by the Trustees and by a majority of the Qualified Trustees.
6. TERMINATION. The Agreement may be terminated at any time with
respect to a Fund (i) by the Trust without the payment of any penalty, by the
vote of a majority of the outstanding voting securities of the Fund (or, the
shareholders of a particular Class, if applicable) or (ii) by a vote of the
Qualified Trustees. The Agreement may remain in effect with respect to a Fund
even if the Agreement has been terminated in accordance with this Section with
respect to any other Fund.
7. AMENDMENTS. No material amendments to the Agreement may be made
unless approved by the Board of Trustees in the manner described in Section
above.
8. SELECTION OF CERTAIN TRUSTEES. While the Agreement is in effect, the
selection and nomination of the Trustees who are not interested persons of the
Fund will be committed to the discretion of the Trustees then in office who are
not interested persons of the Trust.
9. WRITTEN REPORTS. In each year during which the Agreement remains in
effect, a person authorized to direct the disposition of monies paid or payable
by a Fund pursuant to the Agreement or any related agreement will prepare and
furnish to the Board of Trustees, and the Board will review, at least quarterly,
written reports complying with the requirements of the
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Rule which set out the amounts expended under the Agreement and the purposes for
which those expenditures were made.
10. PRESERVATION OF MATERIALS. The Trust will preserve copies of the
Agreement, any related agreement, including any agreement with
sub-administrators, and any report made pursuant to Section above, for a period
of not less than six years (the first two years in an easily accessible place)
from the date of the Agreement, related agreement or report.
11. LIMIT OF LIABILITY. The limitation of shareholder liability set
forth in the Trust's Declaration of Trust is hereby acknowledged. The
obligations of the Trust under this Agreement, if any, shall not be binding upon
the Trustees individually or upon holders of shares of the Trust individually
but shall be binding only upon the assets and property of the separate Funds of
the Trust subject to this Agreement, and upon the Trustees insofar as they hold
title thereto.
12. MEANINGS OF CERTAIN TERMS. As used in the Agreement, the terms
"interested person" and "majority of the outstanding voting securities" will be
deemed to have the same meaning that those terms have under the 1940 Act by the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the Trust and the Bank executed this Agreement as
of December 1, 1995.
Fountain Square Funds
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
Fifth Third Bank
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
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EXHIBIT A
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FOUNTAIN SQUARE FUNDS
ADMINISTRATIVE SERVICE AGREEMENT
INVESTMENT C SHARES
This Agreement is adopted by Fountain Square Funds with respect to the
Investment C Shares of the following Funds of the Trust:
U.S. Government Securities Fund
Quality Bond Fund
Quality Growth Fund
Mid Cap Fund
Balanced Fund
Ohio Tax Free Bond Fund
International Equity Fund
In compensation for the services provided pursuant to this Agreement,
FIFTH THIRD BANK will be paid a monthly fee computed at the annual rate of up to
0.25% of the average aggregate net asset value of the Investment C Shares of
each applicable Fund held during the month.
FOUNTAIN SQUARE FUNDS FIFTH THIRD BANK
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxx, President
Title: Vice President
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Date: December 1, 1995 Dated: December 1, 1995
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