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Exhibit 9(ii)
MANAGEMENT AND ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of April, 1997, between Fountain Square
Funds (the "Trust"), having its principal place of business at 00 Xxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000 and BISYS Fund Services Limited Partnership
d/b/a BISYS Fund Services ("Administrator"), having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust is an open-end management investment company,
organized as a Massachusetts business trust and registered with the Securities
and Exchange Commission (the "Commission") under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, the Trust desires to retain Administrator to furnish
management and administration services to certain investment portfolios of the
Trust and may retain Administrator to serve in such capacity with respect to
additional investment portfolios of the Trust, all as now or hereafter may be
identified in Schedule A hereto as such Schedule may be amended from time to
time (individually referred to herein as a "Fund" and collectively referred to
herein as the "Funds").
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Manager and Administrator
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Subject to the direction and control of the Board of Trustees of the
Trust, Administrator will assist in supervising all aspects of the operations of
the Funds except those performed by the investment adviser for the Funds under
its Investment Advisory Agreement, and the custodian for the Funds under its
Custodian Agreement, the transfer agent and dividend disbursing agent and fund
accountant for the Funds under the Transfer Agency Agreement and Accounting
Services Agreement.
Administrator will maintain office facilities (which may be in the
offices of Administrator or an affiliate but shall be in such location as the
Trust shall reasonably determine); furnish statistical and research data,
clerical and certain bookkeeping services and stationery and office supplies;
prepare the periodic reports to the Commission of Form N-SAR or any replacement
forms therefor; compile data for, assist the Trust or its designee in the
preparation of, and file, all the Funds' federal and state tax returns and
required tax filings other than those required to be made by the Funds'
custodian and transfer agent; examine and review operations of the Funds'
custodian and transfer agent; prepare compliance filings pursuant to state
securities laws with the advice of the Trust's counsel; prepare with the
assistance of the Trust's counsel, investment adviser and independent auditor
the Trust's Annual and Semi-Annual Reports to Shareholders and its Registration
Statements (on Form N-1A or any replacement therefor); compile data for, prepare
and file timely Notices to the Commission required pursuant to Rule 24f-2 under
the 1940 Act; keep and maintain the financial accounts and records of the Funds,
including calculation of daily expense accruals; in the case of money market
funds, periodic review of the amount of the deviation, if any, of the current
net asset value per share (calculated using available market quotations or an
appropriate substitute that reflects current market
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conditions) from each money market fund's amortized cost price per share; and
generally assist in all aspects of the operations of the Funds. In compliance
with the requirements of Rule 31a-3 under the 1940 Act, Administrator hereby
agrees that all records which it maintains for the Trust are the property of the
Trust and further agrees to surrender promptly to the Trust any of such records
upon the Trust's request. Administrator further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act. Administrator may delegate some or
all of its responsibilities under this Agreement.
Administrator will also prepare minutes for each meeting of the Board
of Trustees; oversee and coordinate the activities of other service providers to
the Trust; make certain of its employees available to serve as officers of the
Trust, subject to Section 4 of this Agreement and the approval of the Board of
Trustees; and conduct periodic reviews of its operations for purposes of
ensuring compliance with all applicable laws, regulations and guidelines.
Administrator shall provide certain distribution support services to
the Trust including, but not limited to, the following:
- Interact with distribution channels;
- Present shareholder seminars;
- Coordinate Investment Advisor shareholder seminars;
- Develop annual strategic plan for the Funds;
- Monitor and update strategic plan throughout the year;
- Compile monthly Fund return sheets for distribution to salespeople
and shareholders;
- Compile quarterly Fund Fact sheets for distribution to salespeople
and shareholders;
- Develop and distribute Fund news and information to salespeople;
- Interact with the Funds' Advisor to develop and communicate
portfolio updates;
- Interact with the Funds' Advisor to maintain "Weekly Investment
Line" for salespeople;
- Coordinate distribution of Fund collateral materials;
- Identify and develop new distribution channels;
- Identify new products for existing and new distribution channels;
- Assist the Funds' Advisor and Distributor with Trust Fund
Conversions; and
- Identify and monitor strategic alliances.
The services described above are not intended to duplicate or replace any
services provided to the Trust or the Funds by any other service provider, but
are in addition and supplemental to other services rendered to the Trust or the
Funds.
Administrator may, at its expense, subcontract with any entity or
person concerning the provision of the services contemplated hereunder;
provided, however, that Administrator shall not be relieved of any of its
obligations under this Agreement by the appointment of such subcontractor, and
such subcontractor shall be mutually agreeable to the investment adviser, and if
material in terms of the services subject hereto, agreeable to the Board of
Trustees, and provided further, that Administrator shall be responsible, to the
extent provided in Section 4 hereof, for all acts of such subcontractor as if
such acts were its own.
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2. Fees; Expenses; Expense Reimbursement
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In consideration of services rendered and expenses assumed pursuant to
this Agreement, each of the Funds will pay Administrator on the first business
day of each month, or at such time(s) as Administrator shall request and the
parties hereto shall agree, a fee computed daily and paid as specified below
calculated at the applicable annual rate set forth on Schedule A hereto. The fee
for the period from the day of the month this Agreement is entered into until
the end of that month shall be prorated according to the proportion which such
period bears to the full monthly period. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be prorated
according to the proportion which such period bears to the full monthly period
and shall be payable upon the termination of this Agreement.
For the purpose of determining fees payable to Administrator, the value
of the net assets of a particular Fund shall be computed in the manner,
described in the Trust's Declaration of Trust or in the Prospectus or Statement
of Additional Information respecting that Fund as from time to time is in effect
for the computation of the value of such net assets in connection with the
determination of the liquidating value of the shares of such Fund.
Administrator will from time to time employ or associate with itself
such person or persons and provide such facilities and equipment as particularly
fitted to assist the Administrator in its performance of this Agreement. Such
person or persons may be partners, officers, or employees who are employed by
both Administrator and the Trust. The compensation of such person or persons
shall be paid by Administrator and no obligation may be incurred on behalf of
the Funds in such respect. Other expenses to be incurred in the operation of the
Funds including taxes, interest, brokerage fees and commissions, if any, fees of
Trustees who are not partners, officers, directors, shareholders or employees of
Administrator or the investment adviser or distributor for the Funds, Commission
fees and state Blue Sky qualification and renewal fees and expenses, investment
advisory fees, custodian fees, transfer and dividend disbursing agents' fees,
fund accounting fees including pricing of portfolio securities, service
organization fees, certain insurance premiums, outside and, to the extent
authorized by the Trust, inside auditing and legal fees and expenses, costs of
maintenance of corporate existence, typesetting and printing prospectuses for
regulatory purposes and for distribution to current shareholders of the Funds,
costs of shareholders' and Trustees' reports and meetings and any extraordinary
expenses will be borne by the Funds; provided, however, that the Funds will not
bear directly or indirectly, the cost of any activity which is primarily
intended to result in the distribution of shares of the Funds, except for such
costs incurred in connection with activities described in the Trust's
Distribution Agreement adopted pursuant to Rule 12b-1 under the 1940 Act.
If in any fiscal year the aggregate expenses of a particular Fund (as
defined under the securities regulations of any state having jurisdiction over
the Trust) exceed the expense limitations of any such state. Administrator will
reimburse such Fund for a portion of such excess expenses equal to such excess
times the ratio of the fees respecting such Fund otherwise payable to
Administrator hereunder and to Fifth Third Bank under the Investment Advisory
Agreements between Fifth Third Bank and the trust. The expense reimbursement
obligation of Administrator is limited to the amount of its fees hereunder for
such fiscal year, provided, however, that notwithstanding the foregoing,
Administrator shall reimburse a particular Fund
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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 Trust so require. Such expense
reimbursement, if any, will be estimated daily and reconciled and paid on a
monthly basis.
3. Proprietary and Confidential Information
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Administrator agrees on behalf of itself and its partners and employees
to treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust and prior, present, or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Trust, which approval shall
not be unreasonably withheld and may not be withheld where Administrator 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 Trust.
4. Limitation of Liability
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Administrator shall not be liable for any loss suffered by the Funds in
connection with the matters to which this Agreement relates, except for 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 a partner,
employee, or agent of Administrator, who may be or become an officer or Trustee
of the Trust shall be deemed, when rendering services to the Trust in the
capacity of an officer or Trustees, to be acting as an officer or Trustee, as
the case may be, and not as a partner, employee, or agent of Administrator or
one under the control or direction of Administrator even though paid by it.
5. Term
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This Agreement shall become effective as of the date first written
above and shall continue until November 30, 1997. Thereafter, the Agreement
shall continue from time to time 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. If a particular Fund is not in existence on
the date that this Agreement begins, then such Fund shall become subject to this
Agreement upon the amendment of Schedule A to include such Fund under this
Agreement, and the term for such Fund shall continue under the then-existing
term of this Agreement. 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
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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 circumstances 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.
6. Governing Law and Matters Relating to the Trust as a
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Massachusetts Business Trust
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This Agreement shall be governed by the laws of the State of Ohio. The
names "Fountain Square Funds" and "Trustees of Fountain Square Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under the Declaration of
Trust dated as of September 15, 1988, to which reference is hereby made and a
copy of which is on file at the office of the Secretary of the State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of "Fountain
Square Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.
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
written above.
FOUNTAIN SQUARE FUNDS BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ J. Xxxxx Xxxxx
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Print Name: Xxxxxx X. Xxxxxxxx Print Name: J. Xxxxx Xxxxx
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Title: Vice President Title: President
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Dated: April 1, 1997
SCHEDULE A
TO THE
MANAGEMENT AND ADMINISTRATION AGREEMENT
BETWEEN FOUNTAIN SQUARE FUNDS AND
BISYS FUND SERVICES LIMITED PARTNERSHIP
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
Fountain Square Equity Income Fund
Fountain Square Bond Fund For Income
Fountain Square Municipal Bond Fund
COMPENSATION*xx
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Annual Rate of:
Twenty one-hundredths of one percent (.20%) of all
Funds' average daily net assets up to $1 billion
Eighteen one-hundredths of one percent (.18%) of all Funds' average daily net
assets in excess of $1 billion up to $2 billion
Seventeen one-hundredths of one percent (.17%) of
all Funds' average daily net assets in excess of $2
billion
FOUNTAIN SQUARE FUNDS BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxxx By: BISYS Fund Services, Inc.
----------------------------------- General Partner
Print Name: Xxxxxx X. Xxxxxxxx
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By: /s/ J. Xxxxx Xxxxx
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Title: Vice President
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Print Name: J. Xxxxx Xxxxx
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Title: President
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* All fees are computed daily and paid periodically.
xx The rate of compensation includes up to four classes of shares per
portfolio. An additional minimum fee of $10,000 per portfolio for each
additional class will be assessed.
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