EXHIBIT (13)(a)
ADMINISTRATION AGREEMENT
Administration Agreement made as of April 25, 1996, and
revised as of August 12, 1998, between certain portfolios of THE INFINITY MUTUAL
FUNDS, INC., a Maryland corporation having its principal office and place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (herein called the
"Fund"), and BISYS FUND SERVICES LIMITED PARTNERSHIP, an Ohio limited
partnership having its principal office and place of business at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (herein called "BISYS").
WHEREAS, the Fund is an open-end, management investment
company, registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), and consisting of, among others, the portfolios set forth on
Schedule 1 hereto, as such Schedule may be revised from time to time (each, a
"Series");
WHEREAS, the Fund intends from time to time to employ certain
entities (in addition to those named below), some of which may be affiliated
with BISYS, to provide services to one or more Series (each, a "Service
Provider");
WHEREAS, the Fund employs BISYS to act as distributor for each
Series' shares of common stock, par value $.001 per share (the "Shares");
WHEREAS, the Fund, in respect of the Series, previously had
employed an affiliate of BISYS as its administrator; and
WHEREAS, the Fund desires to retain BISYS as its Administrator
to provide it with administrative services with respect to each Series, 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. DELIVERY OF DOCUMENTS
The Fund has delivered to BISYS copies of each of the
following documents and will deliver to it all future amendments and supplements
thereto, if any:
(a) The Fund's Articles of Incorporation and all
amendments and supplements thereto (as presently in effect and as from time to
time amended or supplemented, herein called the "Charter");
(b) The Fund's By-laws (as presently in effect and as
from time to time amended, herein called the "By-laws");
(c) Resolutions of the Board of Directors of the Fund
authorizing the execution and delivery of this Agreement;
(d) The Fund's Registration Statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act on Form
N-1A most recently filed with the Securities and Exchange Commission (the
"Commission") relating to the Shares, and all subsequent amendments or
supplements thereto (the "Registration Statement");
(e) The Fund's Notification of Registration under the
1940 Act on Form N-8A as filed with the Commission; and
(f) The Fund's current Prospectuses and Statements of
Additional Information pertaining to the Series (as presently in effect and as
from time to time amended and supplemented, herein called the "Prospectus").
II. ADMINISTRATION
1. APPOINTMENT OF ADMINISTRATOR. The Fund hereby appoints BISYS
as its Administrator for each of the Series 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 II for the
compensation provided in this Section. The Fund understands that BISYS now acts,
and that from time to time hereafter BISYS may act, as administrator of various
investment companies or fiduciary for other managed accounts, and the Fund has
no objection to BISYS' 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
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
2. SERVICES AND DUTIES.
(a) As Administrator, and subject to the supervision and
control of the Fund's Board of Directors, BISYS will provide office facilities,
equipment, statistical and research data, clerical, accounting and bookkeeping
services, internal compliance services relating to accounting and legal matters,
and personnel to carry out all administrative services required for operation of
the business and affairs of the Series, other than those management, investment
advisory and sub-advisory functions which are to be performed by certain Service
Providers pursuant to their respective agreements with the Fund, the services
BISYS performs as distributor, those services to be performed by the Fund's
custodian and transfer agent, and those services normally performed by the
Fund's legal counsel and independent auditors. BISYS' responsibilities include
without limitation the following services:
(1) Providing a facility to receive purchase and
redemption orders via toll-free IN-▇▇▇▇▇ telephone lines;
(2) Providing for the preparing, supervision and
mailing of confirmations for all purchase and redemption
orders;
(3) Providing and supervising the operation of an
automated data processing system to process purchase and
redemption orders received by BISYS as distributor (BISYS
assumes responsibility for the accuracy of the data
transmitted for processing or storage);
(4) Overseeing the performance of the Fund's
custodian and transfer agent;
(5) Making available information concerning each
Series to its shareholders; distributing written
communications to each Series' shareholders such as periodic
listings of each Series' securities, annual and semi-annual
reports, and the Prospectus and supplements thereto; and
handling shareholder problems and calls relating to
administrative matters; and
(6) Providing and supervising the services of
employees ("relationship coordinators") whose principal
responsibility and function shall be to preserve and
strengthen each Series' relationships with its shareholders.
(b) BISYS shall assure that persons are available to
receive redemption requests to the Fund's transfer agent as promptly as
practicable.
(c) BISYS shall assure that persons are available to
receive orders accepted for the purchase of Shares to the transfer agent as
promptly as practicable.
(d) BISYS shall participate in the periodic updating of
the Prospectus and shall accumulate information for and, subject to approval by
the Fund's Treasurer and legal counsel, coordinate the preparation, filing,
printing and dissemination of reports to the Series' shareholders and 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.
(e) BISYS shall pay all costs and expenses of maintaining
the offices of the Fund, wherever located, and shall arrange for payment by the
Series of all expenses payable by the Series.
(f) BISYS, after consultation with legal counsel for the
Fund, shall determine the jurisdictions in which the Shares shall be registered
or qualified for sale and, in connection therewith, shall be responsible for the
maintenance of the registration or qualification of the Shares for sale under
the securities laws of any state. Payment of share registration fees and any
fees for qualifying or continuing the qualification of the Series shall be made
by the Series.
(g) BISYS shall provide the services of certain persons
who may be appointed as officers of the Fund by the Fund's Board of Directors.
(h) BISYS shall oversee the maintenance by the Fund's
custodian and transfer agent of the books and records of the Fund required under
the 1940 Act in connection with the performance of the Fund's agreements with
such entities, and shall maintain, or provide for the maintenance of, such other
books and records (other than those required to be maintained by the Service
Providers) as may be required by law or may be required for the proper operation
of the business and affairs of the Series. 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 Series are the
property of the Fund and further agrees to surrender promptly to the Fund any of
such books and records upon the Fund'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.
(i) BISYS shall prepare the Series' federal, state and
local income tax returns.
(j) BISYS shall prepare and, subject to approval of the
Fund's Treasurer, disseminate to the Fund's Directors the Fund's and each
Series' quarterly financial statements and schedules of investments, and shall
prepare such other reports relating to the business and affairs of the Fund and
each Series (not otherwise appropriately prepared by the Service Providers, the
Fund's legal counsel or its independent auditors) as the officers and Directors
of the Fund may from time to time reasonably request in connection with the
performance of their duties.
(k) BISYS shall assist with the coordination of the
provision of investment management, advisory and sub-advisory services by the
Service Providers to the Series, and shall provide other administration
assistance to said entities as required to carry out the business and operations
of the Series.
(l) BISYS shall recommend, implement and monitor all
specialized services and programs that are necessary or appropriate in order for
the Series to serve properly the investment needs of the fiduciary accounts
investing in their Shares.
(m) In performing its duties as Administrator for the
Series, BISYS will act in conformity with the Charter, By-laws and Prospectus
and with the instructions and directions of the Board of Directors of the Fund
and will conform to and comply with the requirements of the 1940 Act and all
other applicable federal or state laws and regulations.
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 Fund for the acts and omissions of any subcontractor as it is for its own
acts and omissions.
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 as Administrator. All other expenses
incurred in the operation of the Fund will be borne by the
Fund, except to the extent specifically assumed by others. The expenses to be
borne by the Fund include, without limitation, the following: organizational
costs, taxes, interest, brokerage fees and commissions, if any, fees of
Directors who are not officers, directors, employees or holders of 5% or more of
the outstanding voting securities of any Service Provider or BISYS, or any of
their affiliates, Commission fees, state Blue Sky qualification fees,
management, advisory, sub-advisory, administration and other shareholder
services fees, charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry association fees, auditing and legal
expenses, costs of maintaining corporate existence, costs of independent pricing
services, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of calculating the net
asset value of the Series' shares, costs of shareholders' reports and corporate
meetings, costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
shareholders (unless otherwise provided pursuant to a plan adopted in accordance
with Rule 12b-1 under the 1940 Act), and any extraordinary expenses.
5. COMPENSATION. In consideration of services rendered
pursuant to this Agreement, the Fund will pay BISYS on the first business day of
each month the fee at the annual rate set forth opposite each Series' name on
Schedule 1 hereto, based upon the value of each Series' average daily net assets
for the previous month. Net asset value shall be computed on such days and at
such time or times as described in the Prospectus. The fee for the period from
the date of the commencement of the initial public sale of each Series' shares
to the end of the month during which such sale shall have been commenced shall
be pro-rated according to the proportion which such period bears to the full
monthly period, and upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to BISYS, the
value of each Series' net assets shall be computed in the manner specified in
the Charter for the computation of the value of each Series' net assets.
Notwithstanding anything to the contrary herein, if in any
fiscal year the aggregate expenses of any Series, exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of the necessary
state securities commissions) extraordinary expenses, but including the
management, investment advisory, sub-advisory and administration fees, exceed
the expense limitation of any such state having jurisdiction over the Series,
the Fund may deduct from the fees to be paid hereunder, or BISYS will bear, to
the extent required by state law, that portion of such excess which bears the
same relation to the total of such excess as BISYS' fee hereunder bears to the
total fee otherwise payable for the fiscal year by the Series pursuant to this
Agreement and the Fund's management, investment advisory and sub-advisory or
similar agreements. BISYS' obligation is limited to the amount of its fees
hereunder. Such deduction or payment, if any, will be estimated daily, and
reconciled and effected or paid, as the case may be, on a monthly basis.
6. CONFIDENTIALITY. BISYS will treat confidentially and as
proprietary information of the Fund all records and other information relative
to the Fund and each Series' prior or present shareholders or those persons or
entities who respond to inquiries concerning investment in a Series and, except
as provided below, will not use such records or information for any other
purpose other than for the performance of its responsibilities and duties with
regard to the Series which now exist or which may be added in the future. Any
other use by BISYS of the records and information referred to above may be made
only after prior notification to and approval in writing by the Fund. Such
approval shall not be unreasonably withheld and may not be withheld where (i)
BISYS may be exposed to civil or criminal contempt proceedings for failure to
divulge such information; (ii) BISYS is requested to divulge such information by
duly constituted authorities; or (iii) BISYS is so requested by the Fund.
III. LIMITATION OF LIABILITY
BISYS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of BISYS' duties or
from its reckless disregard 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 Fund,
shall be deemed, when rendering services to the Fund or to any Series, or acting
on any business of the Fund or of any Series (other than services or business in
connection with BISYS' duties as Administrator hereunder) to be rendering such
services to or acting solely for the Fund or Series 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. TERM
As to each Series, this Agreement shall continue until the
date set forth opposite such Series' name on Schedule 1 hereto (the "Reapproval
Date"), and thereafter shall continue automatically for successive annual
periods ending on the day of each year set forth opposite the Series' name on
Schedule 1 hereto (the "Reapproval Day"), provided such continuance is
specifically approved as to the Series at least annually by (a) the Fund's Board
of Directors or (b) vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of such
Series' outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Directors who are not
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. As to each Series, this Agreement is terminable without
penalty, at any time if for "cause," by the Fund's Directors or by vote of
holders of a majority of such Series' shares or, upon not less than 90 days'
written notice to the Fund, by BISYS. This Agreement also will terminate
automatically, as to the relevant Series, in the event of its assignment (as
defined in the 1940 Act). "Cause" shall mean a material breach by BISYS of its
obligations under this Agreement which shall not have been cured within 30 days
after the date on which BISYS shall have received written notice setting forth
in detail the facts alleged to give rise to the breach.
V. MISCELLANEOUS
1. AMENDMENTS. No provision of this Agreement may be changed,
waived, discharged or terminated, except by an instrument in writing signed by
the party against whom an enforcement of the change, waiver, discharge or
termination is sought.
2. CONSTRUCTION. 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 Article 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.
3. NOTICE. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or delivered to it at its
office at the address first above written, or at such other place as the Fund
may from time to time designate in writing. Any notice or other instrument in
writing, authorized or required by this Agreement to be given to BISYS shall be
sufficiently given if addressed to BISYS and mailed or delivered to it at its
office at the address first above written, or at such other place as BISYS may
from time to time designate in writing.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below as of the day and
year first above written.
THE INFINITY MUTUAL FUNDS, INC.
By:______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President and Chairman of
the Board
Attest:________________________
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By:___________________________
Attest: ________________________
SCHEDULE 1
NAME OF SERIES ANNUAL FEE AS REAPPROVAL DATE REAPPROVAL DAY
A PERCENTAGE OF
AVERAGE DAILY
NET ASSETS
ISG Aggressive .15 of 1% April 25, 2001 April 25
Growth Portfolio
ISG Capital .15 of 1% April 25, 2001 April 25
Growth Portfolio
ISG Core Income
Portfolio .15 of 1% April 25, 2001 April 25
ISG Current .15 of 1% April 25, 2001 April 25
Income Portfolio
ISG Equity
Value Portfolio .15 of 1% April 25, 2001 April 25
ISG Government
Income Portfolio .15 of 1% April 25, 2001 April 25
ISG Government
Money Market
Portfolio .10 of 1% April 25, 2001 April 25
ISG Growth .15 of 1% April 25, 2001 April 25
Portfolio
ISG Growth and .15 of 1% April 25, 2001 April 25
Income Portfolio
ISG Inter-
national Equity
Portfolio .15 of 1% April 25, 2001 April 25
ISG Large Cap .15 of 1% April 25, 2001 April 25
Equity Portfolio
ISG Limited
Duration Income
Portfolio .15 of 1% April 25, 2001 April 25
ISG Limited
Duration
Tennessee
Tax Free
Portfolio .15 of 1% April 25, 2001 April 25
ISG Limited
Duration U.S.
Government
Portfolio .15 of 1% April 25, 2001 April 25
ISG Mid Cap
Portfolio .15 of 1% April 25, 2001 April 25
ISG Moderate Growth
and Income .15 of 1% April 25, 2001
Portfolio April 25
ISG Municipal
Income Portfolio .15 of 1% April 25, 2001 April 25
ISG Prime
Money Market
Portfolio .10 of 1% April 25, 2001 April 25
ISG Small Cap
Opportunity
Portfolio .15 of 1% April 25, 2001 April 25
ISG Tax Free
Money Market
Portfolio .10 of 1% April 25, 2001 April 25
ISG Tennessee
Tax Exempt Bond
Portfolio .15 of 1% April 25, 2001 April 25
ISG U.S. Treasury
Money Market
Portfolio .10 of 1% April 25, 2001 April 25
Correspondent Cash
Reserves Money
Market Portfolio .10 of 1% December 31, 1999 December 31
Correspondent Cash
Reserves Tax Free
Money Market
Portfolio .10 of 1% December 31, 1999 December 31
As Revised: August 12, 1998