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EXHIBIT 9(iii)
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of December, 1995, between BISYS FUND
SERVICES LIMITED PARTNERSHIP d/b/a BISYS Fund Services (the "Administrator"),
having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000 and FIFTH THIRD BANK (the "Sub-Administrator"), an Ohio corporation having
its main office at 00 Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000.
WHEREAS, the Administrator has entered into a Management and
Administration Agreement, dated December 1, 1995 (the "Management and
Administration Agreement"), with Fountain Square Funds (the "Trust"), a
Massachusetts business trust having its principal place of business at 00
Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, 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 a "Fund" and collectively as
the "Funds"); and
WHEREAS, the Administrator 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:
1. SERVICES AS SUB-ADMINISTRATOR. The Sub-Administrator will assist the
Administrator in providing administrative services with respect to each Fund as
may be reasonably requested by the Administrator from time to time. Such
services may include, but are in no way limited to, such clerical, bookkeeping,
accounting, stenographic, and administrative services which enable the
Administrator to more efficiently perform its obligations under the Management
and Administration Agreement. Specific assignments may include:
(i) With regard to the Trust, and at the direction of
the Administrator to:
(a) assist in the preparation of Trustees'
compliance reports;
(b) assist in the resolution of other technical
issues of a non-compliance nature; and
(c) serve as on-site liaison.
(ii) Gathering of information deemed necessary by the
administrator to support (a) required state
regulatory filings (including filings required to be
made with California tax, blue sky and bank agencies)
and (b) required federal regulatory filings;
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(iii) Preparation of statistical and research data;
(iv) Assistance in the preparation of the Trust's Annual
and Semi-Annual Reports to Shareholders.
The Sub-Administrator will keep and maintain all books and records
relating to its services in accordance with Rule 31a-1 under the Investment
Company Act of 1940 (the "1940 Act").
2. COMPENSATION; REIMBURSEMENT OF EXPENSES. The Administrator will pay
the Sub-Administrator for the services provided under this Agreement a fee
determined by mutual agreement of the parties hereto in writing from time to
time. The parties shall set such fee in a manner that approximates the
percentage of the duties of the Administrator under the Management and
Administration Agreement that are performed by the Sub-Administrator under this
Agreement. In addition, the Administrator agrees to reimburse the
Sub-Administrator for the Sub-Administrator's reasonable out-of-pocket expenses
in providing services hereunder.
3. 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").
4. TERM. This Agreement shall continue in effect with respect to a
Fund, for a period of two years from the Effective Date. Thereafter, the
Agreement shall continue until either party terminates the Agreement, which
shall be effective upon providing at least one hundred eighty (180) days'
written notice to the other party. This Agreement is terminable with respect to
a particular Fund for "cause," which shall be set forth by the party alleging
cause in writing with reasonable notice to the other party. For purposes of this
Agreement, "cause" shall mean (a) willful misfeasance, bad faith, negligence or
reckless disregard on the part of the party to be terminated with respect to its
obligations and duties set forth herein; (b) a final, unappealable judicial,
regulatory or administrative ruling or order in which the party to be terminated
has been found guilty of criminal or unethical behavior in the conduct of its
business; (c) financial difficulties on the part of the party to be terminated
which is evidenced by the authorization or commencement of, or involvement by
way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary
case under Title 11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of debtors or to the modification
or alteration of the rights of creditors; or (d) any circumstance which
substantially impairs the performance of the obligations and duties of the party
to be terminated, or the ability to perform those obligations and duties, as
contemplated herein. Notwithstanding the foregoing, the absence of either or
both an annual review or ratification of this Agreement by the Board of Trustees
shall not, in and of itself, constitute "cause" as used herein.
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5. 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 the Administrator 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. The
Administrator 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 the Administrator;
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 the
Administrator written notice of and reasonable opportunity to defend against
said claim in its own name or in the name of the Sub-Administrator.
6. RECORD RETENTION AND CONFIDENTIALITY. The Sub-Administrator shall
keep and maintain on behalf of the Trust all books and records that the Trust
and the Sub-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 the Administrator, 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.
7. 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.
8. 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 the Administrator
and/or the Trust in appropriate form as soon as practicable after termination of
this Agreement for any reason.
9. RETURN OF RECORDS. The Sub-Administrator may at its option at any
time, and shall promptly upon the demand of the Administrator and/or the Trust,
turn over to the
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Administrator 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 the Administrator 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 the Administrator and/or the Trust unless the
Trust authorizes in writing the destruction of such records and documents.
10. REPRESENTATIONS OF THE ADMINISTRATOR. The Administrator certifies
to the SubAdministrator that this Agreement has been duly authorized by the
Administrator and, when executed and delivered by the Administrator, will
constitute a legal, valid and binding obligation of the Administrator,
enforceable against the 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.
11. REPRESENTATION OF THE SUB-ADMINISTRATOR. The Sub-Administrator
represents and warrants that (a) the various procedures and systems which the
Sub-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 its obligations hereunder, and (2) this
Agreement has been duly authorized by the Sub-Administrator and, when executed
and delivered by the SubAdministrator, 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.
12. INSURANCE. The Sub-Administrator shall notify the Administrator
should any of its insurance coverage be canceled or reduced. Such notification
shall include the date of change and the reasons therefore. The
Sub-Administrator shall notify the Administrator 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 the Administrator from time to
time as may be appropriate of the total outstanding claims made by the
Sub-Administrator under its insurance coverage.
13. NOTICES. Any notice provided hereunder shall be sufficiently given
when sent by registered or certified mail to the Administrator at the following
address: 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and to the Sub-Administrator
at the following address: 00 Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, 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.
14. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
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15. 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.
16. GOVERNING LAW. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
BISYS FUND SERVICES LIMITED
PARTNERSHIP,
By: BISYS Fund Services, Inc.,
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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Print Name: Xxxxxxx X. Xxxxxx
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Its: Executive Vice President
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FIFTH THIRD BANK,
By: /s/ Xxxxx X. Xxxxxxxxx
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Print Name: Xxxxx X. Xxxxxxxxx
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Its: Vice President
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SCHEDULE A
TO THE
SUB-ADMINISTRATION AGREEMENT
BETWEEN
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
FIFTH THIRD BANK
NAME OF FUND
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Fountain Square Government Cash Reserves Fund
Fountain Square Commercial Paper Fund
Fountain Square U.S. Treasury Obligations Fund
Fountain Square U.S. Government Securities Fund
Fountain Square Quality Bond Fund
Fountain Square Ohio Tax Free Bond Fund
Fountain Square Quality Growth Fund
Fountain Square Mid Cap Fund
Fountain Square Balanced Fund
Fountain Square International Equity Fund
COMPENSATION
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Annual Rate of up to two and one-half one-hundredths of one percent (.025%) of
all Funds' average daily net assets.
FIFTH THIRD BANK BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Print Name: Xxxxx X. Xxxxxxxxx Print Name: Xxxxxxx X. Xxxxxx
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Its: Vice President Its: Executive Vice President
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