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EXHIBIT 9(a)
BASIC ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of this 1st day of November,
1996 between PACIFIC HORIZON FUNDS, INC., a Maryland corporation
(the "Company"), and The BISYS GROUP, INC. ("BISYS").
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, Tax-Exempt
Money Fund, California Tax-Exempt Money Market Fund, Government
Fund and Treasury Only 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 an Amended and Restated Distribution
Agreement dated September 1, 1995 (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 BISYS as its
Administrator to provide basic administrative services for the benefit of all
classes of Shares in each of the Funds, and BISYS 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
1. Appointment of Administrator. The Company hereby appoints
BISYS as Administrator of each Fund on the terms and for the period set forth in
this Agreement, and BISYS 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 BISYS 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 BISYS's so
acting. In addition, it is understood that the persons employed by BISYS to
assist in the performance of its duties hereunder will not devote their full
time to such services, and nothing herein contained shall be deemed to limit or
restrict the right of BISYS or any affiliate of BISYS to
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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, BISYS 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 and PNC Bank, National Association ("PNC") pursuant to the
Company's Custody Agreements, those services to be performed by BISYS Fund
Services, Inc. ("Transfer Agent") pursuant to the Company's Transfer Agency
Agreement and those services normally performed by the Company's counsel and
auditors.
(b) The responsibilities of BISYS 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, BISYS 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 BISYS (BISYS assumes responsibility for the
accuracy of the data transmitted for processing or storage);
(iv) Overseeing the performance of The
Bank of New York, PNC and Transfer Agent under the Custody Agreements 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
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listings of each Fund's portfolio securities, annual and semi-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) BISYS shall oversee the maintenance by The
Bank of New York, PNC and Transfer Agent of the books and records required under
the 1940 Act in connection with performance of the Custody Agreements 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, BISYS 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. BISYS 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, BISYS 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 BISYS may from time
to time employ or associate with itself such person or persons as BISYS 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 BISYS and that BISYS 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 BISYS or a subcontractor has entered 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 at the expense of the Funds.
4. Expenses Assumed as Administrator. Except as otherwise
stated in this subsection 4, BISYS 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 BISYS 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 BISYS a fee, computed daily and payable monthly, based on the net
assets of the Prime Fund, Treasury Fund, Tax-Exempt Money Fund, California
Tax-Exempt Money Market Fund, Government Fund and Treasury Only Fund considered
separately on a per Fund basis at the following annual rates: .10% of the first
$7 billion of each Fund's net assets, plus .09% of the next $3 billion of each
Fund's net assets, plus .08% of each Fund's net assets over $10 billion. Such
fee as is attributable to each Fund shall be a separate charge to each such
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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, BISYS 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 BISYS 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 BISYS 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, BISYS 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
BISYS 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 BISYS 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
BISYS 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 BISYS, 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 BISYS 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 BISYS even though paid by BISYS.
IV. DURATION AND TERMINATION
This Agreement shall become effective November 1, 1996 and,
unless sooner terminated as provided herein, shall continue until October 31,
1997. 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 cause and 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 BISYS,
or by BISYS at any time, without the payment of any penalty, on 90 days' written
notice to the Company. This Agreement will 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
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
Notices of any kind to be given to the Company hereunder by
BISYS shall be in writing and shall be duly given if mailed or delivered to the
Company at Association of American University, Xxx Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxxx, X.X. 00000, Attention: Xx. Xxxxxxxxx J. Pings, President, or at such
other address or to such individual as shall be so specified by the Company to
BISYS. Notices of any kind to be given to BISYS hereunder by the Company shall
be in writing and shall be duly given if mailed or delivered to BISYS at 000
Xxxxx Xxxx, Xxxxxx
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Xxxxx, Xxx Xxxxxx 00000, Attention: Xxxxx X. Dell, General
Counsel, or at such other address or to such individual as shall
be so specified by BISYS to the Company.
VII. MISCELLANEOUS
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. This Agreement may be signed in
one or more counterparts, each of which shall be an original and all of which
together shall be deemed one and the same document. 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.
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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:
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President
Attest:
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Secretary
THE BISYS GROUP, INC.
By:
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Authorized Officer
Attest:
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Secretary
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