Exhibit (h)(9)
BLUE SKY SERVICES AGREEMENT
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AGREEMENT made this 23rd day of August, 1999, between M.S.D. & T. FUNDS,
INC. (the "Company"), a Maryland corporation having its principal place of
business at Xxx Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 and BISYS FUND SERVICES
OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business
at 0000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Company wishes to retain BISYS to provide services in
connection with the registration and qualification of the Company's shares for
sale in the various states as more particularly described herein;
NOW THEREFORE, in consideration of the mutual premises and covenants herein
set forth, the parties agree as follows:
1. Services. BISYS shall provide the services described in Schedule A
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attached hereto.
2. Compensation. BISYS shall be entitled to receive compensation as
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described in Schedule B attached hereto.
3. Effective Date. This Agreement shall become effective as of the
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date first written above (the "Effective Date").
4. Term. The initial term of this Agreement (the "Initial Term") shall
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be for a period commencing on the Effective Date and, unless sooner
terminated as provided herein, ending on the date that is one year
after the Effective Date. Thereafter, if not terminated, this
Agreement shall be renewed automatically for successive periods of one
year; provided however, that this Agreement may be terminated by the
Company at any time, without the payment of any penalty, by vote of a
majority of the entire Board of Directors or a vote of a "majority of
the outstanding voting securities" (as defined in the 1940 Act) on 60
days' written notice to BISYS, or by BISYS at any time without the
payment of any penalty, on 60 days' written notice to the Company.
Fees incurred by BISYS but unpaid by the Company upon such termination
shall be immediately due and payable upon and notwithstanding such
termination.
5. Indemnification. BISYS shall use its best efforts to ensure the
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accuracy of all services performed under this Agreement. Each party
agrees to indemnify and hold the other party (including its
affiliates, partners, directors, officers, employees, representatives
and agents) harmless from and against any liability,
cost or other expense (including, but not limited to, the payment of
reasonable attorney's fees and costs) incurred by the indemnified
party as a result of any claim made by any third party arising out of
or relating to the terms and conditions of this Agreement insofar as
such claims are based upon or arise out of negligence or wrongful acts
or failure to act whether by omission or commission of the non-
indemnified party, its employees, agents, representatives or assigns,
in connection with the terms and conditions of this Agreement.
6. Uncontrollable Events. BISYS assumes no responsibility hereunder and
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shall not be liable for any damage, loss of data, delay or any other
loss whatsoever caused by events beyond its reasonable control.
7. Confidentiality. All information acquired pursuant to this Agreement
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by BISYS about the Company, or by the Company about BISYS, shall be
considered confidential. Except for use in performance of their
respective duties under this Agreement, neither party shall use such
confidential information for any purpose and all such records of, and
data derived from, such use, shall, in turn, be treated as
confidential information. Neither BISYS nor the Company shall give,
sell or in any way transfer such confidential information to any other
person or entity except as contemplated hereunder or as required by
law, and shall not permit any other person to obtain, use or gain
access to such confidential information without the other's consent.
In no event shall the Company or BISYS use the other's name,
trademark, service xxxx, logo or other written materials without the
prior written consent of the other.
8. Headings. Paragraph headings in this Agreement are included for
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convenience only and are not to be used to construe or interpret this
Agreement.
9. Governing Law. This Agreement shall be governed by, and its
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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
fully executed as of the effective and year first written above.
M.S.D. & T. FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: President
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BISYS FUND SERVICES OHIO, INC.
By: /s/ J. Xxxxx Xxxxx
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Title:
____________________________
-2-
SCHEDULE A
TO THE BLUE SKY SERVICES AGREEMENT
BETWEEN
M.S.D. & T. FUNDS, INC.
AND
BISYS FUND SERVICES OHIO, INC.
SERVICES
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BISYS shall provide the following services relating to the registration and
qualification of the Company's shares for sale in the various states:
(1) file initial registrations for new funds/portfolios;
(2) file renewal registrations for existing funds/portfolios;
(3) monitor blue sky fees and conduct fee analysis upon request;
(4) perform monthly random registration audits and annual renewal audits;
(5) maintain internal technical support specialist with responsibility for
maintaining the Blue 2 System and interfacing with the Company's
Transfer Agent when necessary;
(6) maintain internal 1940 Act attorney with responsibility for analyzing
legal issues related to state registration and who shall consult with
counsel to the Company with respect to any material legal issues;
(7) communicate relevant changes in state regulations and industry
proposals; and
(8) review and audit the blue sky state files and data provided by the
Company's Administrator as a one time new client audit to be completed
within 30 days of the Effective Date.
A-1
SCHEDULE B
TO THE BLUE SKY SERVICES AGREEMENT
BETWEEN
M.S.D. & T. FUNDS, INC.
AND
BISYS FUND SERVICES OHIO, INC.
FEES
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Annual Fee: BISYS shall be entitled to receive an annual fee for
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blue sky services equal to $75.00 per state permit.
Initial Start-Up Fee: BISYS shall be entitled to receive a one time
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conversion fee in the amount of $3,500 that shall be
due and payable thirty (30) days following the
Effective Date.
State Registration Fees: BISYS shall be reimbursed for actual registration fees
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paid to qualify the Company's shares for sale in each
state.
Check Fee: BISYS shall be entitled to receive the sum of $8.00 per
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check in connection with the payment to the various
states of registration fees.
Out of Pocket Fees: BISYS shall be entitled to be reimbursed for reasonable
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out-of-pocket expenses.
B-1
