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EXHIBIT 9(b)
Sub-Administration Agreement dated as of April 1, 1996 between
ASO Services Company and AmSouth Bank of Alabama
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SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of April, 1996, between ASO SERVICES
COMPANY ("ASC"), a corporation organized under the laws of the State of Delaware
and having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, and AMSOUTH BANK OF ALABAMA (the "Sub-Administrator"), a state-chartered
bank having its main office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇.
WHEREAS, ASC has entered into a Management and Administration
Agreement, dated as of April 1, 1996, (the "Management and Administration
Agreement"), with AmSouth Mutual Funds (the "Trust"), a Massachusetts business
trust having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, concerning the provision of management and administrative services
for the investment portfolios of the Trust identified on Schedule A hereto, as
such Schedule shall be amended from time to time (individually referred to
herein as the "Fund" and collectively as the "Funds"); and
WHEREAS, ASC desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Fund and the
Sub-Administrator is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Sub-Administrator. The Sub-Administrator will assist ASC in
providing mutually agreed upon administrative services with respect to
each Fund as may be reasonably requested by ASC from time to time. Such
services may include, but are in no way limited to, such clerical,
recordkeeping, accounting, stenographic, and administrative services as
will enable ASC to more efficiently perform its obligations under the
Management and Administration Agreement. Specific assignments with
which the Sub-Administrator may be asked to assist ASC include:
(i) Compliance
a. Assist in response to examination letters received from the
Securities and Exchange Commission
b. Assist in response to audit requests from the Trust's
independent accountants
c. Coordinate with legal staff for the provision of compliance
consulting and advice to portfolio managers
(ii) Operational Matters
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a. Review calendar and files of all Board and shareholder meeting
materials
b. Review and supplement annual regulatory filing calendar
c. Review prospectuses as prepared by counsel to the Trust
d. Review periodic supplements to prospectuses, as prepared by
counsel to the Trust
e. Review and supplement operating manual of the Trust
f. Communicate all income breakdowns data to Trust Department and
shareholders, and coordinate the printing and mailing of state
income letters to such shareholders
g. Review all regulatory filings
h. Distribute prospectuses to Trust Department shareholders
i. Coordinate distribution of proxy statements and tabulation of
proxies to Trust Department shareholders
j. Review Form N-SARs
k. Review 24f-2 filings
l. Review 17f-2 audits
m. Coordinate all Adviser NRSRO rating meetings
n. Review authorized signors list, and Trust compliance calendars
o. Advise on product development issues
(iii) Board Process and Meetings
a. Assist in preparation of Board meeting materials
b. Review Board agendas and administrative sections of Board
materials
c. Participate at Board meetings
d. Review all Board minutes
(iv) Legal Services
a. Assist in preparing for and complying with any regulatory
examinations of or involving the Trust
b. Respond to state securities agency comment letters
c. Respond to regulatory agency inquiries
(v) Blue Sky
a. Assist in determining appropriate states and amounts for state
blue sky authorities
b. Review and monitor the sale of shares in the Trust Department
in individual states
c. Conduct requested blue sky fee analyses
(vi) Shareholder Services
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a. Respond to inquiries from Trust or employee benefits
shareholders
b. Provide performance information/updates to Trust
c. Provide to Trust upon request: prospectuses,
annual/semi-annual reports, statements of additional
information, and marketing material
(vii) Miscellaneous
a. Assist with implementation and management of DDA Sweep
b. Provide a designated project manager for routine ongoing
projects
c. Assist with institutional trades
d. Provide assistance with asset-related conversions
e. Provide fulfillment services
2. Compensation; Reimbursement of Expenses. ASC shall pay the Sub-
Administrator for the services to be provided by the Sub-Administrator
under this Agreement in accordance with, and in the manner set forth
in, Schedule B hereto. In addition, ASC agrees to reimburse the
Sub-Administrator for the Sub-Administrator's reasonable out-of-pocket
expenses in providing services hereunder.
3. Effective Date. This Agreement shall become effective with respect to a
Fund as of the date first written above (or, if a particular Fund is
not in existence on that date, on the date specified in the amendment
to Schedule A to this Agreement relating to such Fund or, if no date is
specified, the date on which such amendment is executed) (the
"Effective Date").
4. Term. This Agreement shall continue in effect with respect to a Fund,
unless earlier terminated by either party hereto as provided hereunder,
until December 31, 2000; and thereafter shall be renewed automatically
for successive five-year terms unless written notice not to renew is
given by the non-renewing party to the other party at least 60 days
prior to the expiration of the then-current term; provided, however,
that after such termination for so long as the Sub-Administrator, with
the written consent of ASC, in fact continues to perform any one or
more of the services contemplated by this Agreement or any schedule or
exhibit hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue
in full force and effect. Either party to this Agreement may terminate
such Agreement prior to the expiration of the initial term set forth
above by providing the other party with written notice of such
termination at least 60 days prior to the date upon which such
termination shall become effective. Compensation due the
Sub-Administrator and unpaid by ASC upon such termination shall be
immediately due and payable upon and notwithstanding such termination.
The Sub- Administrator shall be entitled to collect from ASC, in
addition to the compensation described under paragraph 2 hereof, the
amount of all the Sub-Administrator's cash disbursements for services
in connection with the Sub-Administrator's activities in
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effecting such termination, including without limitation, the delivery
to ASC, the Trust, and/or their respective designees of the Trust's
property, records, instruments and documents, or any copies thereof.
Subsequent to such termination for a reasonable fee to be paid by ASC,
the Sub-Administrator will provide ASC and/or the Trust with reasonable
access to any Trust documents or records remaining in its possession.
5. Standard of Care; Reliance on Records and Instructions;
Indemnification. The Sub-Administrator shall use its best efforts to
insure the accuracy of all services performed under this Agreement, but
shall not be liable to ASC or the Trust for any action taken or omitted
by the Sub-Administrator in the absence of bad faith, willful
misfeasance, negligence or from reckless disregard by it of its
obligations and duties. ASC agrees to indemnify and hold harmless the
Sub-Administrator, its employees, agents, directors, officers and
nominees from and against any and all claims, demands, actions and
suits, whether groundless or otherwise, and from and against any and
all judgments, liabilities, losses, damages, costs, charges, counsel
fees and other expenses of every nature and character arising out of or
in any way relating to the Sub- Administrator's actions taken or
nonactions with respect to the performance of services under this
Agreement with respect to a Fund or based, if applicable, upon
reasonable reliance on information, records, instructions or requests
with respect to such Fund given or made to the Sub-Administrator by a
duly authorized representative of ASC; provided that this
indemnification shall not apply to actions or omissions of the Sub-
Administrator in cases of its own bad faith, willful misfeasance,
negligence or from reckless disregard by it of its obligations and
duties, and further provided that prior to confessing any claim against
it which may be the subject of this indemnification, the
Sub-Administrator shall give ASC written notice of and reasonable
opportunity to defend against said claim in its own name or in the name
of the Sub-Administrator.
The Sub-Administrator agrees to indemnify and hold harmless the
Administrator, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to the Sub-Administrator's bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties, with respect to the performance of services under this
Agreement.
6. Record Retention and Confidentiality. The Sub-Administrator shall
keep and maintain on behalf of the Trust all books and records which
the Trust and the Sub- Administrator are, or may be, required to keep
and maintain in connection with the services to be provided hereunder
pursuant to any applicable statutes, rules and regulations, including
without limitation Rules 31a-1 and 31a-2 under the 1940 Act. The
Sub-Administrator further agrees that all such books and records shall
be the property of the Trust and to make such books and records
available for inspection by the Trust, by ASC, or by the Securities and
Exchange Commission at reasonable times
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and otherwise to keep confidential all books and records and other
information relative to the Trust and its shareholders; except when
requested to divulge such information by duly-constituted authorities
or court process.
7. Uncontrollable Events. The Sub-Administrator 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.
8. Rights of Ownership. All computer programs and procedures
developed to perform the services to be provided by the
Sub-Administrator under this Agreement are the property of the
Sub-Administrator. All records and other data except such computer
programs and procedures are the exclusive property of the Trust and all
such other records and data will be furnished to ASC and/or the Trust
in appropriate form as soon as practicable after termination of this
Agreement for any reason.
9. Return of Records. The Sub-Administrator may at its option at
any time, and shall promptly upon the demand of ASC and/or the Trust,
turn over to ASC and/or the Trust and cease to retain the
Sub-Administrator's files, records and documents created and maintained
by the Sub-Administrator pursuant to this Agreement which are no longer
needed by the Sub-Administrator in the performance of its services or
for its legal protection. If not so turned over to ASC and/or the
Trust, such documents and records will be retained by the
Sub-Administrator for six years from the year of creation. At the end
of such six-year period, such records and documents will be turned over
to ASC and/or the Trust unless the Trust authorizes in writing the
destruction of such records and documents.
10. Representations of ASC. ASC certifies to the Sub-Administrator
that this Agreement has been duly authorized by ASC and, when executed
and delivered by ASC, will constitute a legal, valid and binding
obligation of ASC, enforceable against ASC in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies
of creditors and secured parties.
11. Representations of the Sub-Administrator. The Sub-Administrator
represents and warrants that: (1) the various procedures and systems
which the Sub-Administrator has implemented with regard to safeguarding
from loss or damage attributable to fire, theft, or any other cause of
the records and other data of the Trust and the Sub- Administrator's
records, data, equipment facilities and other property used in the
performance of its obligations hereunder are adequate and that it will
make such changes therein from time to time as are required for the
secure performance of it obligations hereunder, and (2) this Agreement
has been duly authorized by the Sub- Administrator and, when executed
and delivered by the Sub-Administrator, will constitute a legal, valid
and binding obligation of the Sub-Administrator, enforceable
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against the Sub-Administrator in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and
secured parties.
12. Insurance. The Sub-Administrator shall notify ASC should any of
its insurance coverage with respect to services performed under this
Agreement be cancelled or reduced. Such notification shall include the
date of change and the reasons therefor. The Sub-Administrator shall
notify ASC of any material claims against it with respect to services
performed under this Agreement, whether or not they may be covered by
insurance, and shall notify ASC from time to time as may be appropriate
of the total outstanding claims made by the Sub-Administrator under its
insurance coverage.
13. Notices. Any notice provided hereunder shall be sufficiently
given when sent by registered or certified mail to ASC at the following
address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and to the
Sub-Administrator at the following address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other address as either party may
from time to time specify in writing to the other party pursuant to
this Section.
14. Headings. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this
Agreement.
15. Assignment. This Agreement and the rights and duties hereunder
shall not be assignable with respect to a Fund by either of the parties
hereto except by the specific written consent of the other party and
with the specific written consent of the Trust.
16. Governing Law. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
[SEAL] ASO SERVICES COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President
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AMSOUTH BANK OF ALABAMA
By: /s/
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Title: Sr. Executive Vice President
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Dated: April 1, 1996
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
ASO SERVICES COMPANY
AND
AMSOUTH BANK OF ALABAMA
NAME OF FUND
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AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Balanced Fund
AmSouth Bond Fund
AmSouth Municipal Bond Fund
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Alabama Tax-Free Fund
AmSouth Florida Tax-Free Fund
ASO SERVICES COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title: Executive Vice President
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AMSOUTH BANK OF ALABAMA
By: /s/
--------------------------------
Title: Sr. Executive Vice President
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Dated: April 1, 1996
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
ASO SERVICES COMPANY
AND
AMSOUTH BANK OF ALABAMA
Name of Fund Compensation*
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AmSouth Prime Obligations Fund Such percentage of ASC's compensation
AmSouth U.S. Treasury Fund received pursuant to the Management
AmSouth Tax Exempt Fund and Administration Agreement with the Trust
AmSouth Equity Fund as shall be agreed upon from time to time
AmSouth Regional Equity Fund between the parties, but in no event to
AmSouth Balanced Fund exceed an annual rate of ten one-hundredths
AmSouth Bond Fund of one percent (.10%) of each such Fund's
AmSouth Municipal Bond Fund average daily net assets.
AmSouth Limited Maturity Fund
AmSouth Government Income Fund
AmSouth Alabama Tax-Free Fund
AmSouth Florida Tax-Free Fund
ASO SERVICES COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President
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AMSOUTH BANK OF ALABAMA
By: /s/
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Title: Sr. Executive Vice President
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*All fees are computed daily and paid periodically
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