BLUE SKY SERVICES AGREEMENT
---------------------------
AGREEMENT made this ____ day of August, 1999, between M.S.D.&T. FUNDS,
INC. (the "Company"), a Maryland corporation having its principal place of
business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and BISYS FUND SERVICES
OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
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 wi
th 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 hereby agree as follows:
1. Services. BISYS shall provide the services described in Schedule A
--------
attached hereto.
2. Compensation. BISYS shall be entitled to receive compensation as
------------
described in Schedule B attached hereto.
3. Effective Date. This Agreement shall become effective as of the date
--------------
first written above (the "Effective Date").
4. Term. The initial term of this Agreement (the "Initial Term") shall be
----
for a period commencing on the Effective Date and ending on the date that is one
year after the Effective Date. This Agreement shall be renewed automatically for
successive periods of one year after the Initial Te
rm, unless written notice of
non-renewal is provided by either party at least 60 days prior to the end of the
then current term. 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 accuracy
---------------
of all services performed under this Agreement. Each party agrees to indemnify
and hold the other party (including its affiliates, partners, 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-inde
mnified 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
---------------------
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 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
tur
n, 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 ▇▇▇▇, logo or other
written materials without the prior written consent of the other.
8. Headings. Paragraph headings in this Agreement are included for
--------
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 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 execute
d as of the day and year first written above.
M.S.D.&T. FUNDS, INC.
By:_______________________
Title: President
BISYS FUND SERVICES OHIO, INC.
By:_______________________
Title:____________________
-2-
SCHEDULE A
TO THE BLUE SKY SERVICES AGREEMENT
BETWEEN
M.S.D.&T. FUNDS, INC.
AND
BISYS FUND SERVICES OHIO, INC.
SERVICES
--------
BISYS shall provide the following services relating to the 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;
(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 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
----
Annual Fee: BISYS shall be entitled to receive an annual fee for
---------- blue sky services equal to $75.00 per state permit.
Initial Start-Up Fee: BISYS shall be entitled to receive a one time
-------------------- 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
----------------------- 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
--------- check in connection with the payment of registration
fees to the various states.
Out of Pocket Fees: BISYS shall be entitled to be reimbursed for reasonable
------------------ out-of-pocket expenses.
B-1