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EXHIBIT 9(A)
BASIC ADMINISTRATIVE SERVICES AGREEMENT
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This Agreement is made as of this 13th day of November, 1989
between PACIFIC HORIZON FUNDS, INC., a Maryland corporation (the "Company"),
and CONCORD HOLDING CORPORATION, a Delaware corporation ("Concord").
WHEREAS, the Company is an open-end management investment
company and is so registered under the Investment Company Act of 1940 ("1940
Act"); and
WHEREAS, the Company offers and maintains the following
investment portfolios: Prime Fund, Treasury Fund, Horizon Tax-Exempt Money
Fund, California Tax-Exempt Money Market Fund and Pacific Horizon Tax-Exempt
Money Market Fund (the "Funds"); and
WHEREAS, the Company offers for sale separate series of shares
of beneficial interest in each Fund (the "Shares"); and
WHEREAS, pursuant to a Distribution Agreement of even date
herewith (the "Distribution Agreement") between the Company and Concord
Financial Group, Inc. ("Concord Financial"), the Company has retained Concord
Financial as its Distributor to provide for the sale and distribution of the
Shares; and
WHEREAS, the Company desires to retain Concord as its
Administrator to provide basic administrative services for the benefit of all
classes of Shares in each of the Funds, and Concord 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. ADMINISTRATION
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1. APPOINTMENT OF ADMINISTRATOR. The Company hereby
appoints Concord as Administrator of each Fund on the terms and for the period
set forth in this Agreement, and Concord hereby accepts such appointment and
agrees to perform the services and duties set forth in this Section I for the
compensation provided in this Section. The Company understands that Concord
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 Concord's so acting. In addition, it is understood that the
persons employed by Concord to assist in the performance of its duties
hereunder will not devote their full time to such services, and nothing herein
contained shall be
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deemed to limit or restrict the right of Concord or any affiliate of Concord to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
2. SERVICES AND DUTIES.
(a) Subject to the supervision and control of the
Company's Board of Directors, Concord will provide facilities, equipment and
personnel to carry out those administrative services that are for the benefit
of all series of Shares in each of the Funds, provided that such services will
not include those investment advisory functions which are to be performed by
the Company's Investment Adviser, the services of Concord Financial as
Distributor pursuant to the Distribution Agreement, those services to be
performed by The Bank of New York pursuant to the Company's Custody Agreement
and Transfer Agency Agreement and those services normally performed by the
Company's counsel and auditors.
(b) Concord's responsibilities include, without
limitation, the following services:
(i) Participation in the periodic
updating of the prospectuses and statements of additional information for the
Funds (the "Prospectuses") and accumulation of information for and, subject to
approval by the Company's Treasurer and legal counsel, coordination of the
preparation, filing, printing and dissemination of reports to the Funds'
shareholders and the Securities and Exchange Commission (the "Commission"),
including but not limited to annual reports and semi-annual reports on Form
N-SAR, notices pursuant to Rule 24f-2 and proxy materials;
(ii) Computation of each Fund's net asset
value per share on each business day and determination of the variance of each
Fund's amortized cost value per share from its market value per share;
(iii) Calculation of the expenses,
dividends and capital gain distributions of each Fund;
(iv) Payment of all expenses of
maintaining the offices of the Company, wherever located, and arrangement for
payment by the Company of all expenses payable by the Funds;
(v) Determination, after consultation
with legal counsel for the Company, of the jurisdictions in which Shares for
sale to institutional investors are to be registered or qualified for sale and,
in connection therewith, responsibility for the maintenance of the registration
or
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qualification of the Shares for sale under the securities laws of such
jurisdictions;
(vi) Provision of the services of persons
who may be appointed as officers of the Company by the Company's Board of
Directors;
(vii) Preparation and filing of the
Company's federal, state and local income tax returns;
(viii) Preparation and, subject to approval
of the Company's Treasurer, dissemination of the Company's and each Fund's
quarterly financial statements and schedules of investments to the Company's
directors, and preparation of such other reports relating to the business and
affairs of the Company and each Fund as the officers and directors of the
Company may from time to time reasonably request; and
(ix) Provision of internal legal and
accounting compliance services.
(c) In addition, Concord shall provide the
following services with respect to all shareholders in the Funds (regardless of
the class of Shares held) who have made a minimum initial purchase of at least
$500,000:
(i) Providing and supervising a facility
to receive purchase and redemption orders via toll-free IN-WATS telephone
lines;
(ii) Providing for the preparing,
supervising and mailing of confirmations for all purchase and redemption
orders;
(iii) Providing and supervising the
operation of an automated data processing system to process purchase and
redemption orders received by Concord (Concord assumes responsibility for the
accuracy of the data transmitted for processing or storage);
(iv) Overseeing the performance of The
Bank of New York under the Custody Agreement and Transfer Agency Agreement
including a review of all correspondence from the transfer agent to
shareholders for accuracy and timeliness in handling inquiries and review of
dividend checks, statements and purchase and redemption orders for proper
turn-around;
(v) Making available information
concerning each Fund to shareholders; distributing written communications to
each Fund's shareholders such as periodic listings of each Fund's portfolio
securities, annual and semi-
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annual reports, and Prospectuses and supplements thereto; and handling
shareholder problems and calls relating to administrative matters;
(vi) Providing and supervising the
services of employees ("relationship coordinators") whose principal
responsibility and function will be to preserve and strengthen each Fund's
relationships with its shareholders;
(vii) Assuring that persons are available
to transmit redemption requests to the Company's transfer agent as promptly as
practicable;
(viii) Assuring that persons are available
to transmit orders accepted for the purchase of Shares to the transfer agent of
the Company as promptly as practicable;
(ix) Preparing regular reports for
internal use and for distribution to the Company's Board of Directors
concerning shareholder activity; and
(x) Responding to shareholder inquiries
sent to the Company.
(d) Concord shall oversee the maintenance by The
Bank of New York of the books and records required under the 1940 Act in
connection with performance of the Custody Agreement and Transfer Agency
Agreement, and shall maintain (or oversee the maintenance by such other persons
as may from time to time be approved by the Company's Board of Directors) such
other books and records (other than those required to be maintained by the
Funds' investment adviser) 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, Concord agrees that all such
books and records which it maintains, or is responsible for maintaining, for
the Company and 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. Concord 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.
(e) In performing its services and duties
hereunder as Administrator for the Funds, Concord will act in conformity with
the Company's Charter, Bylaws 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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3. SUBCONTRACTORS. It is understood that Concord may
from time to time employ or associate with itself such person or persons as
Concord may believe to be particularly fitted to assist in the performance of
this Agreement; provided, however, that the compensation of such person or
persons shall be paid by Concord and that Concord 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. Without limiting the generality of the foregoing, it
is understood that Concord intends to enter into an agreement with The Bank of
New York under which said institution will provide certain accounting,
bookkeeping, pricing and dividend and distribution calculation services with
respect to the Funds.
4. EXPENSES ASSUMED AS ADMINISTRATOR. Except as
otherwise stated in this subsection 4, Concord shall pay all expenses incurred
by it in performing its services and duties hereunder as Administrator
including the cost of any independent pricing service used in connection with
the Funds. Other expenses to be incurred in the operation of the Funds (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 adviser or Concord or
any of their affiliates, Securities and Exchange Commission fees and state blue
sky registration and qualification fees, advisory fees, fees payable to
shareholder organizations, fees for special management services, charges of
custodians, transfer and dividend disbursing agents' fees, certain 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, or any supplement or amendment thereto, necessary for the
continued effective registration of the Shares under the 1933 Act or state
securities laws, costs of printing and distributing any Prospectus, supplement
or amendment thereto for existing shareholders of the Fund described therein,
costs of shareholder reports and corporate meetings and any extraordinary
expenses will be borne by the Funds.
5. COMPENSATION. For the services provided and the
expenses assumed as Administrator pursuant to Section I of this Agreement, the
Company will pay Concord a fee, computed daily and payable monthly, based on
the net assets of the Prime Fund, Treasury Fund, Horizon Tax-Exempt Money Fund,
California Tax-Exempt Money Market Fund and Pacific Horizon Tax-Exempt Money
Market Fund considered separately on a per Fund basis at the following annual
rates: .10% of the first $3 billion of each Fund's net assets, plus .09% of the
next $2 billion of each Fund's net assets, plus .08% of each Fund's net assets
over $5 billion. Such fee as is attributable to each Fund shall be a
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separate charge to each such Fund and shall be the several (and not joint and
several) obligation of each such Fund. Notwithstanding anything to the
contrary herein, if in any fiscal year the aggregate expenses of any Fund (as
defined under the securities regulations of any state having jurisdiction over
such Fund) exceed the expense limitations of any such state, Concord will
reimburse the Fund for one-half of such excess expenses unless the Fund's
investment adviser reimburses the Fund for more than one-half of such excess
expenses, in which case Concord will reimburse the Fund for the difference
between the amount of such excess expenses less the amount of the investment
adviser's reimbursement to the Fund. The obligations of Concord to reimburse
any Fund hereunder is limited in any fiscal year to the amount of its fee
hereunder for such fiscal year with respect to such Fund; PROVIDED, HOWEVER,
that notwithstanding the foregoing, Concord shall reimburse any Fund for such
proportion of such excess expenses regardless of the amount of fees paid to it
during such fiscal year to the extent that the securities regulations of any
state having jurisdiction over the Fund so require. Such expense
reimbursement, if any, will be estimated and accrued daily and paid on a
monthly basis.
II. CONFIDENTIALITY
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Concord will treat confidentially and as proprietary
information of the Company all records and other information relative to the
Company and the Funds and prior or present shareholders or those persons or
entities who respond to Concord Financial's inquiries concerning investment in
the Company, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder or under
any other agreement with the Company, except after prior notification to and
approval in writing by the Company, which approval shall not be unreasonably
withheld and may not be withheld where Concord may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Company.
III. LIMITATIONS OF LIABILITY
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Concord shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company or by any Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Any person, even though also an officer,
director, partner, employee or agent of Concord, who may be or become an
officer, director, employee or agent of the Company, shall be deemed, when
rendering services to the Company or to any Fund or acting on any business of
the Company or of any Fund
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(other than services or business in connection with Concord's duties as
Administrator hereunder or under any other agreement with the Company) to be
rendering such services to or acting solely for the Company or Fund and not as
an officer, director, partner, employee or agent or one under the control or
direction of Concord even though paid by Concord.
IV. DURATION AND TERMINATION
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This Agreement shall become effective with respect to a Fund
on the date it is approved by the shareholders of the Fund and, unless sooner
terminated as provided herein, shall continue until October 31, 1991.
Thereafter, if not terminated, this Agreement shall continue automatically as
to a particular Fund for successive terms of one year, provided that such
continuance is specifically approved at least annually (a) by a vote of a
majority of those members of the Board of Directors of the Company who are not
parties to this Agreement or "interested persons" of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Directors of the Company or by vote of a "majority of the
outstanding voting securities" of such Fund; PROVIDED, HOWEVER, that this
Agreement may be terminated by the Company at any time with respect to any
Fund, without the payment of any penalty, by vote of a majority of the entire
Board of Directors of the Company or by a vote of a "majority of the
outstanding voting securities" of such Fund on 60 days' written notice to
Concord, or by Concord at any time, without the payment of any penalty, on 90
days' written notice to the Company. This Agreement will automatically and
immediately terminate in the event of its "assignment." (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
V. AMENDMENT OF THIS AGREEMENT
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No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which an enforcement of the change, waiver, discharge or
termination is sought.
VI. NOTICES
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Notices of any kind to be given to the Company hereunder by
Concord shall be in writing and shall be duly given if mailed or delivered to
the Company at one Wilshire Boulevard, Suite 2000, Xxx Xxxxxxx, Xxxxxxxxxx
00000, Attention: Xxxxxx X. Xxxxxxx, or at such other address or to such
individual as shall be so specified by the Company to Concord. Notices of any
kind to be given to Concord hereunder by the Company shall be in writing and
shall be duly given if mailed or delivered to Concord
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at 000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 Attention:
Xxxxxxx X. Xxxxxxx, President, or at such other address or to such individual
as shall be so specified by Concord to the Company.
VII. MISCELLANEOUS
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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 IV 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.
PACIFIC HORIZON FUNDS, INC.
By:/s/ Xxxxxx X. Xxxxxxx
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President
Attest:/s/ W. Xxxxx XxXxxxxx, III
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Secretary
CONCORD HOLDING CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
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President
Attest:/s/ [signature illegible]
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Secretary
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