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EXHIBIT (9)(a)
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ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of February, 1996, by and
between THE RIVERFRONT FUNDS, INC., a Maryland corporation (the "Company"), and
BISYS FUND SERVICES LIMITED PARTNERSHIP, d/b/a BISYS FUND SERVICES (the
"Administrator"), an Ohio limited partnership.
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series of shares of common stock ("Shares"); and
WHEREAS, the Company desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such series of the Company as the Company and the Administrator may agree on
("Portfolios"), which are referred to in Schedule A attached hereto and made a
part of this Agreement, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Company hereby retains
the Administrator to act as the administrator of the Portfolios and to furnish
the Portfolios with the management and administrative services as set forth in
Article 2 below. The Administrator hereby accepts such employment to perform the
duties set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company in any way and shall
not be deemed an agent of the Company.
ARTICLE 2. ADMINISTRATIVE SERVICES. The Administrator shall perform or
supervise the performance by others of other administrative services in
connection with the operations of the Portfolios, and, on behalf of the Company,
will 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 Portfolios' operations. The
Administrator shall provide the Directors of the Company with such reports
regarding investment performance as they may reasonably request but shall have
no responsibility for supervising the performance by any investment adviser or
sub-adviser of its responsibilities.
The Administrator shall provide the Company with regulatory reporting,
all necessary office space, equipment, personnel,
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compensation and facilities (including facilities for Shareholders' and
Directors' meetings) for handling the affairs of the Portfolios and such other
services as the Administrator shall, from time to time, determine to be
necessary to perform its obligations under this Agreement. In addition, at the
request of the Board of Directors, the Administrator shall make reports to the
Company's Directors concerning the performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator
shall:
(a) calculate contractual Company expenses and control all
disbursements for the Company, and as appropriate compute the
Company's yields, total return, expense ratios, portfolio,
turnover rate and, if required, portfolio average
dollar-weighted maturity;
(b) assist Company counsel with the preparation of
prospectuses, statements of additional information,
registration statements and proxy materials;
(c) prepare such reports, applications and documents
(including reports regarding the sale and redemption of
Shares as may be required in order to comply with Federal
and state securities law) as may be necessary or
desirable to register the Company's Shares with state
securities authorities, monitor the sale of Company
Shares for compliance with state securities laws, and
file with the appropriate state securities authorities
the registration statements and reports for the Company
and the Company's Shares and all amendments thereto, as
may be necessary or convenient to register and keep
effective the Company and the Company's Shares with state
securities authorities to enable the Company to make a
continuous offering of its Shares;
(d) develop and prepare, with the assistance of the Company's
investment adviser, communications to Shareholders,
including the annual report to Shareholders, coordinate
the mailing of prospectuses, notices, proxy statements,
proxies and other reports to Company Shareholders, and
supervise and facilitate the proxy solicitation process
for all shareholder meetings, including the tabulation of
shareholder votes;
(e) administer contracts on behalf of the Company with, among
others, the Company's investment adviser, distributor,
custodian, transfer agent and fund accountant;
(f) supervise the Company's transfer agent with respect to
the payment of dividends and other distributions to
Shareholders;
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(g) calculate performance data of the Portfolios for
dissemination to information services covering the
investment company industry;
(h) coordinate and supervise the preparation and filing of
the Company's tax returns;
(i) examine and review the operations and performance of the
various organizations providing services to the Company
or any Portfolio of the Company, including, without
limitation, the Company's investment adviser,
distributor, custodian, fund accountant, transfer agent,
outside legal counsel and independent public accountants,
and at the request of the Board of Directors, report to
the Board on the performance of organizations;
(j) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and
printing of the Company's semi-annual and annual reports to
Shareholders;
(k) assist with the design, development, and operation of the
Portfolios, including new classes, investment objectives,
policies and structure;
(l) provide individuals reasonably acceptable to the Company's
Board of Directors to serve as officers of the Company, who
will be responsible for the management of certain of the
Company's affairs as determined by the Company's Board of
Directors;
(m) advise the Company and its Board of Directors on matters
concerning the Company and its affairs;
(n) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the
Company in accordance with the requirements of Rules 17g-1 and
17d-1(7) under the 1940 Act as such bonds and policies are
approved by the Company's Board of Directors;
(o) monitor and advise the Company and its Portfolios on
their registered investment company status under the
Internal Revenue Code of 1986, as amended;
(p) perform all administrative services and functions of the
Company and each Portfolio to the extent administrative
services and functions are not provided to the Company or such
Portfolio pursuant to the Company's or such Portfolio's
investment advisory agreement, distribution agreement,
custodian agreement, transfer agent agreement and fund
accounting agreement;
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(q) furnish advice and recommendations with respect to other
aspects of the business and affairs of the Portfolios as
the Company and the Administrator shall determine
desirable; and
(r) prepare and file with the SEC the semi-annual report for
the Company on Form N-SAR and all required notices
pursuant to Rule 24f-2.
The Administrator shall perform such other services for the Company
that are mutually agreed upon by the parties from time to time. Such services
may include performing internal audit examinations; mailing the annual reports
of the Portfolios; preparing an annual list of Shareholders; and mailing notices
of Shareholders' meetings, proxies and proxy statements, for all of which the
Company will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. Allocation of Charges and Expenses.
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(A) The ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Company as well as all Directors of the
Company who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Company retained by the Directors of the
Company to perform services on behalf of the Company.
(B) THE COMPANY. The Company assumes and shall pay or cause to be paid
all other expenses of the Company not otherwise allocated herein, including,
without limitation, organization costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing Shareholders, all expenses
incurred in connection with issuing and redeeming Shares, the costs of custodial
services, the cost of initial and ongoing registration of the Shares under
Federal and state securities laws, fees and out-of-pocket expenses of Directors,
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisers to the
Company.
ARTICLE 4. Compensation of the Administrator.
----------------------------------
(A) ADMINISTRATION FEE. For the services to be rendered, the
facilities furnished and the expenses assumed by the Administrator
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pursuant to this Agreement, the Company shall pay to the Administrator
compensation at an annual rate specified in Schedule A attached hereto. Such
compensation shall be calculated and accrued daily, and paid to the
Administrator monthly. The Company shall also reimburse the Administrator for
its reasonable out-of-pocket expenses, including the travel and lodging expenses
incurred by officers and employees of the Administrator in connection with
attendance at Board meetings.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Administrator's
compensation for that part of the month in which this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made promptly.
(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable law which cannot be waived or modified
hereby. (As used in this Article 5, the term "Administrator" shall include
partners, officers, employees and other agents of the Administrator as well as
the Administrator itself.)
So long as the Administrator acts in good faith and with due diligence
and without negligence, the Company assumes full responsibility and, except for
direct, non-derivative actions by the Company, shall indemnify the Administrator
and hold it harmless from and against any and all actions, suits and claims,
whether groundless or otherwise, and from and against any and all losses,
damages, costs, charges, reasonable counsel fees and disbursements, payments,
expenses and liabilities (including reasonable investigation expenses) arising
directly or indirectly out of Administrator's actions taken or nonactions with
respect to the performance of services hereunder. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination of this
Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or
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threatened litigation with respect to which indemnification hereunder may
ultimately be merited. In order that the indemnification provision contained
herein shall apply, however, it is understood that if in any case the Company
may be asked to indemnify or hold the Administrator harmless, the Company shall
be fully and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the Administrator will use all
reasonable care to identify and notify the Company promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the Company, but failure to do so in good
faith shall not affect the rights hereunder.
The Company shall be entitled to participate at its own expense or, if
it so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Company elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the
Company and satisfactory to the Administrator, whose approval shall not be
unreasonably withheld. In the event that the Company elects to assume the
defense of any suit and retain counsel, the Administrator shall bear the fees
and expenses of any additional counsel retained by it. If the Company does not
elect to assume the defense of a suit, it will reimburse the Administrator for
the reasonable fees and expenses of any counsel retained by the Administrator.
The Administrator may apply to the Company at any time for instructions
and may consult counsel for the Company or its own counsel and with accountants
and other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employee or agent of the
Company until receipt of written notice thereof from the Company.
ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Company are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that directors, officers, employees
and Shareholders of the Company are or may be or become interested in the
Administrator, as officers, employees or otherwise and that partners, officers
and employees of the Administrator and its counsel are or may be or become
similarly interested in the
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Company, and that the Administrator may be or become interested in the Company
as a Shareholder or otherwise.
ARTICLE 7. DURATION OF THIS AGREEMENT. The Term of this Agreement shall
be as specified in Schedule A hereto.
ARTICLE 8. ASSIGNMENT. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
the Administrator may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder. The
Administrator shall not, however, be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that the Administrator shall be responsible, to the extent provided in Article 5
hereof, for all acts of such subcontractor as if such acts were its own. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
ARTICLE 9. AMENDMENTS. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Directors of the Company, and (ii) by the vote of a majority of
the Directors of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Directors meeting called
for the purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Company does not conflict with or violate any requirements of
its Articles of Incorporation or then current prospectuses, or any rule,
regulation or requirement of any regulatory body.
ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Company shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Company and will be made
available to or surrendered promptly to the Company on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Company and follow the
Company's instructions as to permitting or refusing such inspection; provided
that the Administrator may exhibit such records to any person in any case where
it is advised by its counsel that it may be held liable for failure to do so,
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unless (in cases involving potential exposure only to civil liability) the
Company has agreed to indemnify the Administrator against such liability.
ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 12. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Company, at Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000;
and if to the Administrator at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
ARTICLE 13. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
ARTICLE 14. MULTIPLE ORIGINALS. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
THE RIVERFRONT FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Executive Vice President
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Dated: January 1, 1997
SCHEDULE A, AS AMENDED,
TO THE ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 1, 1996
BETWEEN THE RIVERFRONT FUNDS, INC.
AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
Portfolios: This Agreement shall apply to all series of The
Riverfront Funds, Inc., either now or hereafter
created (collectively, the "Portfolios"). The
current Portfolios of The Riverfront Funds, Inc.,
are set forth below: Riverfront Stock Appreciation
Fund, Riverfront Balanced Fund, Riverfront U.S.
Government Securities Money Market Fund, Riverfront
U.S. Government Income Fund, Riverfront Income
Equity Fund, Riverfront Ohio Tax-Free Bond Fund and
Riverfront Large Company Select Fund.
Fees: Pursuant to Article 4, in consideration of services
rendered and expenses assumed pursuant to this
Agreement, the Company will pay the Administrator
on the first business day of each month, or at such
time(s) as the Administrator shall request and the
parties hereto shall agree, a fee computed daily
and paid as specified below at the annual rate
equal to .20% of each Portfolio's average daily net
assets. The fee for the period from the day of the
month this Agreement is entered into until the end
of that month shall be prorated according to the
proportion which such period bears to the full
monthly period. Upon any termination of this
Agreement before the end of any month, the fee for
such part of a month shall be prorated 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 purposes of determining the fees payable to the
Administrator, the value of the net assets of a
particular Portfolio shall be computed in the manner
described in the Company's Articles of Incorporation
or in the Prospectus or Statement of Additional
Information respecting that Portfolio as from time to
time is in effect for the computation of the value of
such net assets in connection with the determination
of the liquidating value of the shares of such
Portfolio.
The parties hereby confirm that the fees payable
hereunder shall be applied to each Portfolio as a
whole, and not to separate classes of shares within
the portfolios.
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Xxxx: Pursuant to Article 7, the term of this Agreement
shall commence on February 1, 1996 and shall remain
in effect through January 31, 1999 ("Initial
Term"). This Agreement shall be renewed
automatically for successive periods of three years
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 nonbreaching party may
immediately terminate this Agreement.
Notwithstanding the foregoing, after such termination
for so long as the Administrator, 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 Agreement, including without
limitation the provisions dealing with
indemnification, shall continue in full force and
effect. Compensation due the Administrator and unpaid
by the Company upon such termination shall be
immediately due and payable upon and notwithstanding
such termination. The Administrator shall be entitled
to collect from the Company, in addition to the
compensation described in this Schedule A, the amount
of all of the Administrator's cash disbursements for
services in connection with the Administrator'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, the Administrator will provide the
Company with reasonable access to any Company
documents or records remaining in its possession.
If, for any reason, the Administrator is replaced as
fund manager and administrator, or if a third party
is added to perform all or a part of the services
provided by the Administrator under this Agreement
(excluding any subadministrator appointed by the
Administrator as provided in Article 7 hereof), then
the Company shall make a one-time cash payment, as
liquidated damages, to the Administrator equal to the
balance due the Administrator for the remainder of
the term of this Agreement, assuming for purposes of
calculation of the payment that the asset level of
the Company on the date the Administrator is
replaced, or a third
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party is added, will remain constant for the
balance of the contract term.
THE RIVERFRONT FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Executive Vice President
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