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EX-99.B9(d)
FUND ACCOUNTING AGREEMENT
AGREEMENT made as of this 1st day of July, 1996 between SBSF Funds, Inc.
(d/b/a Key Mutual Funds) (the "Company"), a Maryland corporation, having its
principal place of business at 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
and BISYS Fund Services, Inc., a corporation organized under the laws of the
State of Delaware and having its principal place of business at 0000 Xxxxxxx
Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Company desires that BISYS perform certain fund accounting
services for each investment portfolio of the Company identified on Schedule A
hereto (individually referred to herein as a "Fund" and collectively as the
"Funds"); and
WHEREAS, BISYS 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 FUND ACCOUNTANT. BISYS will keep and maintain the following
books and records of each Fund pursuant to Rule 3la-l under the Investment
Company Act of 1940 (the "Rule"):
a. Journals containing an itemized daily record in detail of all purchases
and sales of securities, all receipts and disbursements of cash and all other
debits and credits, as required by subsection (b) (1) of the Rule;
b. General and auxiliary ledgers reflecting all asset, liability, reserve,
capital, income and expense accounts, including interest accrued and interest
received, as required by subsection (b) (2) (i) of the Rule;
c. Separate ledger accounts required by subsection (b) (2) (ii) and (iii)
of the Rule; and
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d. A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b) (8) of the Rule.
All such books and records shall be the property of the Company, and BISYS
agrees to make such books and records available for inspection by the Company or
by the Securities and Exchange Commission at reasonable times and otherwise to
keep confidential all records and other information relative to the Company;
except when requested to divulge such information by duly constituted
authorities or court process, or when requested by the Company.
In addition to the maintenance of the books and records specified above,
BISYS shall perform the following accounting services daily for each Fund;
a. Calculate the net asset value per Share;
b. Calculate the dividend and capital gain distribution, if any;
c. Calculate the yield or total return and other performance figures, as
appropriate;
d. Provide the following reports:
(i) a current security position report;
(ii) a summary report of transactions and pending maturities
(including the principal cost, and accrued interest on each
portfolio security in maturity date order); and
(iii) a current cash position report (including cash available from
portfolio sales and maturities and sales of a Fund's Shares less
cash needed for redemptions and settlement of portfolio
purchases);
e. Such other similar services with respect to a Fund as may be reasonably
requested by the Company.
2. COMPENSATION. See Schedule B attached hereto.
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3. EFFECTIVE DATE. This Agreement shall become effective with respect to a
Fund as of the date first written above (the "Effective Date").
4. TERM. This Agreement shall become effective on the Effective Date and,
unless earlier terminated as provided herein, shall continue as to a particular
Fund for one year from its Effective Date and, thereafter, if not terminated,
this Agreement shall continue automatically as to a particular Fund for
successive terms of one year. This Agreement is terminable with respect to a
Fund (a) upon notice of nonrenewal, (b) upon mutual agreement of the parties, or
(c) for "cause" (as defined below) by the party alleging cause upon the
provision of sixty days' notice. 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 Agreement, including without limitation the
provisions dealing with indemnification, shall continue in full force and
effect. Compensation due BISYS and unpaid by the 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 under Section 2 hereof, the amount of all of BISYS' cash disbursements
for services in connection with BISYS' activities in effecting such termination,
including without limitation, the delivery to the Company and/or its designees
of the property, records, instruments and documents, or any copies thereof.
Subsequent to receipt of such disbursements, BISYS will provide the Company with
reasonable access to any Company documents or records remaining in its
possession.
For purposes of this Agreement, "cause" shall mean (i) willful misfeasance,
bad faith, negligence, abandonment, or reckless disregard on the part of either
party with respect to its obligations and duties set forth herein; (ii)
regulatory, administrative, or judicial action initiated against either party
with regard to the violation of any rule, regulation, order, or law; (iii) the
dissolution or liquidation of either party or other cessation of business other
than a reorganization or recapitalization of such party as an ongoing business;
(iv) financial difficulties on the part of either party which are evidenced by
the authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under
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Title 11 of the United States Code, as from time to time in effect, or any
applicable law, other than said Title 11, of any jurisdiction relating to the
modification or alternation of the rights of creditors; (v) an assignment (as
that term is defined in the Investment Company Act of 1940) of this Agreement;
or (vi) any circumstance which substantially impairs the performance of either
party's obligations and duties as contemplated herein.
5. STANDARD OF CARE: INDEMNIFICATION. BISYS shall use its best efforts to
insure 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 misconduct or negligence. BISYS 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. A Fund 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' actions taken or non-actions with respect to the
performance of services under this Agreement with respect to such Fund or based,
if applicable, upon information, instructions or requests with respect to such
Fund given or made to BISYS by an officer of the Company thereunto duly
authorized; provided that this indemnification shall not apply to actions or
omissions of BISYS in cases of its own willful misconduct or negligence, and
further provided that prior to confessing any claim against it which may be the
subject of this 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 each Fund, 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' own bad faith, willful misconduct or negligence
with
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respect to the performance of services under this Agreement with respect to such
Fund; provided that prior to confessing any claim against it which may be the
subject of this indemnification, a Fund shall give BISYS written notice of and
reasonable opportunity to defend against said claim in its own name or in the
name of the Fund.
6. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construct or interpret this
Agreement.
7. 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. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.
8. GOVERNING LAW. This Agreement shall be governed by and provisions shall
be construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all 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
BISYS FUND SERVICES, INC.
By: /s/ J. Xxxxx Xxxxx
Name: J. Xxxxx Xxxxx
Title: Executive Vice President
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Schedule A
to the Fund Accounting Agreement
between SBSF Funds, Inc. (d/b/a Key Mutual Funds)
and BISYS Fund Services, Inc.
Dated as of July 1, 1996
NAME OF PORTFOLIO
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Key Stock Index Fund
Key International Index Fund
SBSF FUNDS, INC.
d/b/a KEY MUTUAL FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
BISYS FUND SERVICES, INC.
By: /s/ J. Xxxxx Xxxxx
Name: J. Xxxxx Xxxxx
Title: Executive Vice President
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Schedule B
to the Fund Accounting Agreement
between SBSF Funds, Inc. (d/b/a Key Mutual Funds)
and BISYS Fund Services, Inc.
Fund accounting fees will be determined based on a combination of
asset-based charges (subject to minimums), transaction charges, and
out-of-pocket expenses. Asset-based fees are accrued daily based upon average
total net assets of a Fund.
ASSET CHARGES PER FUND - ANNUALLY
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NET ASSETS AMOUNTS
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First $100 Million .03%
Next $100 Million .02%
Over $200 Million .01% for all Funds other than money market Funds; money
market Funds will have no incremental asset charge when net
assets exceed $500 million ($80,000 asset charge cap for each
money market Fund)
MINIMUM MONTHLY ASSET CHARGE
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The above charge will be subject to a minimum monthly amount of $2,500
per taxable Fund and $3,333 per international Fund.
TRANSACTION CHARGES PER FUND
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$5 per security transaction (including foreign exchanges, patents,
corporate actions, and margin payments).
MULTIPLE CLASS CHARGES
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A $833 per month charge will be assessed for each class of shares after
the first class. This is separate from and in addition to other charges
and the minimum charge.
OUT-OF-POCKET EXPENSES
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Out-of-pocket expenses incurred on behalf of the Fund will be billed
monthly and include, but not be limited to:
o Payment to pricing or corporate actions vendors
o Costs in obtaining prices for non-exchange traded securities
o Postage and communication (wires, modem fees)
o Microfilming, archiving, etc.
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