TRANSFER AGENCY AGREEMENT
AGREEMENT made this 23rd day of August, 1999, between THE TUSCARORA
INVESTMENT TRUST (the "Trust"), a Massachusetts business trust having its
principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and
BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its
principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust desires that BISYS perform certain services for each
series of the Trust listed on Schedule D attached hereto and made a party of
this Agreement, as such Schedule D may be amended from time to time
(individually referred to herein as a "Portfolio" and collectively as the
"Portfolios"); and
WHEREAS, BISYS 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.
BISYS shall effect a conversion of shareholder accounts, historical
records and other agreed upon information to its transfer agency system prior to
December 1, 1999 and shall perform for the Trust the transfer agent services set
forth in Schedule A hereto. BISYS also agrees to perform for the Trust such
special services incidental to the performance of the services enumerated herein
as agreed to by the parties from time to time. BISYS shall perform such
additional services as are provided on an amendment to Schedule A hereof, in
consideration of such fees as the parties hereto may agree.
BISYS may, in its discretion and upon written notice to the Trust,
appoint in writing other parties qualified to perform transfer agency services
reasonably acceptable to the Trust (individually, a "Sub-transfer Agent") to
carry out some or all of its responsibilities under this Agreement with respect
to a Portfolio; provided, however, that the Sub-transfer Agent shall be the
agent of BISYS and not the agent of the Trust or such Portfolio, and that BISYS
shall be fully responsible for the acts of such Sub-transfer Agent and shall not
be relieved of any of its responsibilities hereunder by the appointment of such
Sub-transfer Agent.
2. FEES.
The Trust shall pay BISYS for the services to be provided by BISYS
under this Agreement in accordance with, and in the manner set forth in,
Schedule B hereto. Fees for any additional services to be provided by BISYS
pursuant to an amendment to Schedule A hereto shall be subject to mutual
agreement at the time such amendment to Schedule A is proposed.
3. REIMBURSEMENT OF EXPENSES.
In addition to paying BISYS the fees described in Section 2 hereof,
the Trust agrees to reimburse BISYS for BISYS' reasonable out-of-pocket expenses
in providing services hereunder, including without limitation, the following:
(a) All freight and other delivery and bonding charges incurred by
BISYS in delivering materials to and from the Trust and in
delivering all materials to shareholders;
(b) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by BISYS in
communication with the Trust, the Trust's investment adviser
or custodian, dealers, shareholders or others as required for
BISYS to perform the services to be provided hereunder;
(c) Costs of postage, couriers, stock computer paper, statements,
labels, envelopes, checks, reports, letters, tax forms,
proxies, notices or other forms of printed material which
shall be required by BISYS for the performance of the services
to be provided hereunder;
(d) All expenses incurred in connection with any custom
programming or systems modifications required to provide any
special reports or services agreed upon pursuant to Item 13
of Schedule C attached hereto, the amount of which shall be
agreed upon between the parties; and
(e) Any expenses BISYS shall incur at the written direction of an
officer of the Trust thereunto duly authorized (other than an
employee or other affiliated person of BISYS who may otherwise
be named as an authorized representative of the Trust for
certain purposes).
4. EFFECTIVE DATE.
This Agreement shall become effective as of the date first written
above (the "Effective Date").
5. TERM.
(a) The term of this Agreement shall commence on November 13, 1999, or
such later date as the conversion referred to in Section 1 of this Agreement
is effected (such later date to be specified in writing by the parties);
provided, however, that such later date shall be prior to December 1, 1999,
and shall continue in effect, unless earlier terminated by either party
hereto as provided hereunder, for a period of three years (the "Initial
Term"). Thereafter, unless otherwise terminated as provided herein, this
Agreement shall be renewed automatically for successive one-year periods
("Rollover Periods").
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(b) This Agreement may be terminated without penalty: (i) by provision
of a notice of nonrenewal in the matter as set forth below, (ii) by mutual
agreement of the parties, (iii) in the event of a Change of Control (as defined
herein), in accordance the procedures outlined below or (iv) for "cause" (as
defined herein) upon the provision of sixty (60) days advance written notice by
the party alleging cause. Written notice of nonrenewal must be provided within
sixty (60) days of the end of the Initial Term or any Rollover Period, as the
case may be.
(c) For purposes of this Agreement, "cause" shall mean: (i) a material
reach of this Agreement that has not been remedied within thirty (30) days
following written notice of such breach from the non-breaching party, (ii) a
series of negligent acts or omissions or breaches of this Agreement which, in
the aggregate, constitute in the reasonable judgment of the Trust, a serious
failure to perform satisfactorily BISYS's obligations hereunder; (iii) 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; or (iv) financial difficulties on the part of
the party to be terminated which are evidenced by the authorization or
commencement of, or involvement by way of pleading, answer, consent or
acquiescence in, a voluntary or involuntary 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 the modification or alteration of the rights of
creditors.
(d) In the event of a change of "control" (as such term is defined in
the 0000 Xxx) with respect to BISYS (a "Change of Control"), the Trust may
conduct an interim evaluation of BISYS's performance under this Agreement (a
"Performance Evaluation"). The Performance Evaluation shall be conducted within
120 days following the later of: (i) a Change of Control, or (ii) the date the
Trust receives actual notice of a Change of Control from BISYS. If, in the
reasonable judgment of the Trust, the Performance Evaluation indicates that the
quality level of services being provided by BISYS has diminished materially
(even though such diminution does not constitute a material breach), the Trust
shall, within thirty (30) days (or such longer period of time as is agreed upon
by the parties) following the Performance Evaluation, provide written notice
Administrator specifying the areas in which the Trust believes the quality level
of service has materially diminished.
BISYS shall have a period of thirty (30) days (or such longer period
of time as is agreed upon by the parties) from the receipt of such written
notice within which to restore to the reasonable satisfaction of the Trust the
quality level of services. If, at the end of such thirty (30) day period (or
such longer period of time as is agreed upon by the parties), BISYS has not, to
the reasonable satisfaction of the Trust, restored the quality level of
services, the Trust may terminate this Agreement upon the provision of thirty
(30) days (or such longer period of time as is agreed upon by the parties)
advance written notice to BISYS.
(e) Notwithstanding the foregoing, after such termination for so long as
BISYS, with the written consent of the Trust, 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
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Agreement, including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Compensation due
BISYS and unpaid by the Trust upon such termination shall be immediately due and
payable upon and notwithstanding such termination. BISYS shall be entitled to
collect from the Trust, in addition to the compensation described in this
Schedule A, the amount of all of BISYS's cash disbursements for services in
connection with BISYS's activities in effecting such termination, including
without limitation, the delivery to the Trust an/or its designees of the Trust's
property, records, instruments and documents.
6. YEAR 2000 READINESS DISCLOSURE.
BISYS (a) has reviewed its business and operations as they relate to the
services provided hereunder, (b) has developed or is developing a program to
remediate or replace computer applications and systems, and (c) has developed a
testing plan to test the remediation or replacement of computer
applications/systems, in each case, to address on a timely basis the risk that
certain computer applications/systems used by BISYS may be unable to recognize
and perform properly date sensitive functions involving dates prior to,
including and after December 31, 1999, including dates such as February 29, 2000
(the "Year 2000 Challenge"). BISYS
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represents and warrants that to the best of its knowledge and belief, the
reasonably foreseeable consequences of the Year 2000 Challenge will not
adversely effect BISYS's ability to perform its duties and obligations under
this Agreement.
7. DISASTER RECOVERY.
BISYS shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provisions for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, BISYS shall, at no additional
expense to the Trust, take reasonable steps to minimize service interruptions.
8. UNCONTROLLABLE EVENTS.
Subject to Section 7 hereunder, 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, including
acts of civil or military authority, national emergencies, fire, flood,
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
9. LEGAL ADVICE.
BISYS shall notify the Trust at any time BISYS believes that it is in
need of the advice of counsel (other than counsel in the regular employ of BISYS
or any affiliated companies) with regard to BISYS' responsibilities and duties
pursuant to this Agreement; and after so notifying the Trust, BISYS, at its
discretion, shall be entitled to seek, receive and act upon advice of legal
counsel of its choosing, such advice to be at the expense of BISYS. BISYS shall
in no event be liable to the Trust or any Portfolio for any action reasonably
taken pursuant to such reasonable advice of counsel.
10. INSTRUCTIONS.
Whenever BISYS is requested or authorized to take action hereunder
pursuant to instructions from a shareholder, or a properly authorized agent of a
shareholder ("shareholder's agent"), concerning an account in a Portfolio, BISYS
shall be entitled to rely upon any certificate, letter or other instrument or
communication reasonably believed by BISYS to be genuine and to have been
properly made, signed or authorized by an officer or other authorized agent of
the Trust or by the shareholder or shareholder's agent, as the case may be, and
shall be entitled to receive as conclusive proof of any fact or matter required
to be ascertained by it hereunder a certificate signed by an officer of the
Trust or any other person authorized by the Trust's Board of Trustees (hereafter
referred to as the "Trustees") or by the shareholder or shareholder's agent, as
the case may be.
As to the services to be provided hereunder, BISYS may rely
conclusively upon the terms of the then-current Prospectus(es) and Statement of
Additional Information of the Trust
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relating to the Portfolios to the extent that such services are described
therein unless BISYS receives written instructions to the contrary in a timely
manner from the Trust.
11. STANDARD OF CARE; INDEMNIFICATION.
BISYS shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in performing the
services provided for under this Agreement. BISYS shall be liable for any
damages arising directly or indirectly out of the BISYS's failure to perform its
duties under this Agreement to the extent such damages arise directly or
indirectly out of BISYS's willful misfeasance, bad faith, negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder. (As used in this section 11, the term "BISYS" shall include
directors, officers, employees and other agents of BISYS as well as BISYS
itself.)
Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) BISYS shall not be liable for losses beyond its
reasonable control, provided that BISYS has acted in accordance with the
standard of care set forth above; and (ii) BISYS shall not be liable for the
validity or invalidity or authority or lack thereof of any instruction, notice
or other instrument that BISYS reasonably believes to be genuine and to have
been signed or presented by a duly authorized representative of the Trust (other
than an employee or other affiliated person of BISYS who may otherwise be named
as an authorized representative of the Trust for certain purposes).
(collectively "Losses")
The Trust agrees to indemnify and hold harmless BISYS from and
against any and all actions, suits, claims, losses, damages, costs, charges,
reasonable counsel fees and disbursements, payments, expenses and liabilities
(including reasonable investigation expenses) (collectively "Losses") arising
directly or indirectly out of any action or omission to act which BISYS takes
(i) at the request or on the direction of or in reliance on the reasonable
advice of the Trust or (ii) upon any instruction, notice or other instrument
that BISYS reasonably believes to be genuine and to have been signed or
presented by a duly authorized representative of the Trust (other than an
employee or other affiliated person of BISYS who may otherwise be named as an
authorized representative of the Trust for certain purposes) or (iii) on its own
initiative, in good faith and in accordance with the standard of care set forth
herein, in connection with the performance of its duties or obligations
hereunder; provided, however, that the Trust shall have no obligation to
indemnify or reimburse BISYS under this Section 11 to the extent that BISYS is
entitled to reimbursement or indemnification for such Losses under any liability
insurance policy described in this Agreement or otherwise.
BISYS shall not be indemnified against or held harmless from any
Losses arising directly or indirectly out of BISYS's own willful misfeasance,
bad faith, negligence in the performance of its duties, or reckless disregard of
its obligations and duties hereunder.
12. RECORD RETENTION AND CONFIDENTIALITY.
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BISYS shall keep and maintain on behalf of the Trust all books and
records which the Trust or BISYS is, or may be, required to keep and maintain
pursuant to any applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the Investment Trust Act of 1940, as
amended (the "1940 Act"), relating to the maintenance of books and records in
connection with the services to be provided hereunder. BISYS 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 or by the
Securities and Exchange Commission (the "Commission") at reasonable times 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, or requested
by a shareholder or shareholder's agent with respect to information concerning
an account as to which such shareholder has either a legal or beneficial
interest or when requested by the Trust, the shareholder, or shareholder's
agent, or the dealer of record as to such account.
13. REPORTS.
BISYS will furnish to the Trust and to its properly-authorized
auditors, investment advisers, examiners, distributors, dealers, underwriters,
salesmen, insurance companies and others designated by the Trust in writing,
such reports at such times as are prescribed in Schedule C attached hereto, or
as subsequently agreed upon by the parties pursuant to an amendment to
Schedule C. The Trust agrees to examine each such report or copy promptly and
will report or cause to be reported any errors or discrepancies therein.
14. RIGHTS OF OWNERSHIP.
All computer programs and procedures developed to perform services
required to be provided by BISYS under this Agreement are the property of BISYS.
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 the Trust in appropriate form as soon as practicable after
termination of this Agreement for any reason.
15. RETURN OF RECORDS.
BISYS may at its option at any time, and shall promptly upon the
Trust's demand, turn over to the Trust and cease to retain BISYS' files, records
and documents created and maintained by BISYS pursuant to this Agreement which
are no longer needed by BISYS in the performance of its services or for its
legal protection. If not so turned over to the Trust, such documents and
records will be retained by BISYS 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 the Trust unless the Trust authorizes in writing the destruction of such
records and documents.
16. BANK ACCOUNTS.
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The Trust and the Portfolios shall establish and maintain such bank
accounts with such bank or banks as are selected by the Trust, as are necessary
in order that BISYS may perform the services required to be performed hereunder.
To the extent that the performance of such services shall require BISYS directly
to disburse amounts for payment of dividends, redemption proceeds or other
purposes, the Trust and Portfolios shall provide such bank or banks with all
instructions and authorizations necessary for BISYS to effect such
disbursements.
17. REPRESENTATIONS OF THE TRUST.
The Trust certifies to BISYS that: (a) as of the close of business
on the Effective Date, each Portfolio which is in existence as of the Effective
Date has authorized unlimited shares, and (b) by virtue of its Declaration of
Trust or Articles of Incorporation, shares of each Portfolio which are redeemed
by the Trust may be sold by the Trust from its treasury, and (c) this Agreement
has been duly authorized by the Trust and, when executed and delivered by the
Trust, will constitute a legal, valid and binding obligation of the Trust,
enforceable against the Trust 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.
18. REPRESENTATIONS OF BISYS.
BISYS represents and warrants that: (a) BISYS has been in, and shall
continue to be in, substantial compliance with all provisions of law, including
Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), required in connection with the performance of its duties under this
Agreement; and (b) the various procedures and systems which BISYS has
implemented with regard to safekeeping from loss or damage attributable to fire,
theft or any other cause of the blank checks, records, and other data of the
Trust and BISYS' 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 its obligations hereunder.
19. INSURANCE.
BISYS shall furnish the Trust with pertinent information concerning
the fidelity bond and professional liability insurance coverage that it
maintains. Such information shall include the identity of the insurance
carrier(s), coverage levels and deductible amounts. BISYS shall notify the Trust
should its insurance coverage with respect to professional liability or errors
and omissions coverage be canceled or reduced. Such notification shall include
the date of change and the reasons therefor. BISYS shall notify the Trust 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 the
Trust from time to time as may be appropriate of the total outstanding claims
made by BISYS under its insurance coverage.
20. INFORMATION TO BE FURNISHED BY THE TRUST AND PORTFOLIOS.
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The Trust has furnished to BISYS the following:
(a) Copies of the Declaration of Trust or Articles of
Incorporation of the Trust and of any amendments thereto,
certified by the proper official of the state in which such
Declaration or Articles has been filed.
(b) Copies of the following documents:
1. The Trust's Bylaws and any amendments thereto;
2. Certified copies of resolutions of the Trustees covering
the following matters:
A. Approval of this Agreement and authorization of a
specified officer of the Trust to execute and
deliver this Agreement and authorization for
specified officers of the Trust to instruct BISYS
hereunder; and
B. Authorization of BISYS to act as Transfer Agent
for the Trust on behalf of the Portfolios.
(c) A list of all officers of the Trust, together with specimen
signatures of those officers, who are authorized to instruct
BISYS in all matters.
(d) Two copies of the following (if such documents are employed by
the Trust):
1. Prospectuses and Statement of Additional Information;
2. Distribution Agreement; and
3. All other forms commonly used by the Trust or its
Distributor with regard to their relationships and
transactions with shareholders of the Portfolios.
(e) A certificate as to shares of beneficial interest or common
stock of the Trust authorized, issued, and outstanding as of
the Effective Date of BISYS' appointment as Transfer Agent (or
as of the date on which BISYS' services are commenced,
whichever is the later date) and as to receipt of full
consideration by the Trust for all shares outstanding, such
statement to be certified by the Treasurer of the Trust.
21. INFORMATION FURNISHED BY BISYS.
BISYS has furnished to the Trust the following:
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(a) BISYS' Articles of Incorporation.
(b) BISYS' Bylaws and any amendments thereto.
(c) Certified copies of actions of BISYS covering the following
matters:
1. Approval of this Agreement, and authorization of a
specified officer of BISYS to execute and deliver this
Agreement;
2. Authorization of BISYS to act as Transfer Agent for the
Trust.
(d) A copy of the most recent independent accountants' report
relating to internal accounting control systems as filed with
the Commission pursuant to Rule 17Ad-13 under the Exchange
Act.
22. AMENDMENTS TO DOCUMENTS; AMENDMENTS TO AGREEMENT.
The Trust shall furnish BISYS written copies of any amendments to,
or changes in, any of the items referred to in Section 20 hereof forthwith upon
such amendments or changes becoming effective. In addition, the Trust agrees
that no amendments will be made to the Prospectuses or Statement of Additional
Information of the Trust which might have the effect of changing the procedures
employed by BISYS in providing the services agreed to hereunder or which
amendment might affect the duties of BISYS hereunder unless the Trust first
provides BISYS with notice of such amendments or changes.
This Agreement, or any term thereof, may be changed or waived only
by written amendment, signed by the party against whom enforcement of such
change or waiver is sought.
23. RELIANCE ON AMENDMENTS.
BISYS may rely on any amendments to or changes in any of the
documents and other items to be provided by the Trust pursuant to Sections 20
and 22 of this Agreement and the Trust hereby agrees to indemnify and hold BISYS
harmless from and against any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees
and other expenses arising directly or indirectly out of actions or omissions on
the part of BISYS in reasonable reliance upon such amendments and/or changes.
Although BISYS is authorized to rely on the above-mentioned amendments to and
changes in the documents and other items to be provided pursuant to Sections 20
and 22 hereof, BISYS shall be under no duty to comply with or take any action as
a result of any of such amendments or changes unless the Trust first provides
BISYS with notice of such amendments or changes.
24. COMPLIANCE WITH LAW.
Except for the obligations of BISYS set forth in Section 12 hereof,
the Trust assumes full responsibility for the preparation, contents, and
distribution of each prospectus of
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the Trust as to compliance with all applicable requirements of the Securities
Act of 1933, as amended (the "1933 Act"), the 1940 Act, and any other laws,
rules and regulations of governmental authorities having jurisdiction. The
Trust represents and warrants that no shares of the Trust will be offered to the
public until the Trust's registration statement under the 1933 Act and the 1940
Act has been declared or becomes effective.
25. NOTICES.
Any notice provided hereunder shall be sufficiently given when sent
by registered or certified mail to the party required to be served with such
notice at the following address: if to the Trust, at 0000 Xxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxx, Xxxxx Xxxxxxxx 00000 attn: Xxxxxx X. Xxxxxxx; and if to BISYS,
at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, Attn: Xxxxxxx X. Xxxxx, or at such
other address as such party may from time to time specify in writing to the
other party pursuant to this Section.
26. HEADINGS.
Paragraph headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
27. ASSIGNMENT.
This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party. This Section 27 shall not limit or in any way
affect BISYS' right to appoint a Sub-transfer Agent pursuant to Section 1
hereof. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and permitted assigns.
28. GOVERNING LAW.
This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Ohio.
29. LIMITATION OF LIABILITY.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Board of Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees, officers or shareholders individually but
are binding only upon the assets and property of the Trust (or if the matter
relates only to a particular Portfolio, that Portfolio), and BISYS shall look
only to the assets of the Trust, or the particular Portfolio, for the
satisfaction of such obligations.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
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THE TUSCARORA INVESTMENT
TRUST
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Title:
-------------------------------
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxxx X. Xxxxx
----------------------------------
Title: Executive Vice President
-------------------------------
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SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE TUSCARORA INVESTMENT TRUST
AND
BISYS FUND SERVICES OHIO, INC.
TRANSFER AGENCY SERVICES
1. SHAREHOLDER TRANSACTIONS
a. Process shareholder purchase and redemption orders.
b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.
c. Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.
d. Issue periodic statements for shareholders.
e. Process transfers and exchanges.
f. Process dividend payments, including the purchase of new shares,
through dividend reimbursement.
2. SHAREHOLDER INFORMATION SERVICES
a. Make information available to shareholder servicing unit and other
remote access units regarding trade date, share price, current
holdings, yields, and dividend information.
b. Produce detailed history of transactions through duplicate or
special order statements upon request.
c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
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3. COMPLIANCE REPORTING
a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the States in which
the Portfolio is registered.
b. Prepare and distribute appropriate Internal Revenue Service forms
for corresponding Portfolio and shareholder income and capital
gains.
c. Issue tax withholding reports to the Internal Revenue Service.
4. DEALER/LOAD PROCESSING (IF APPLICABLE)
a. Provide reports for tracking rights of accumulation and purchases
made under a Letter of Intent.
b. Account for separation of shareholder investments from transaction
sale charges for purchase of Portfolio shares.
c. Calculate fees due under 12b-1 plans for distribution and marketing
expenses.
d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load
Portfolio.
5. SHAREHOLDER ACCOUNT MAINTENANCE
a. Maintain all shareholder records for each account in the Trust.
b. Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.
c. Record shareholder account information changes.
d. Maintain account documentation files for each shareholder.
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SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE TUSCARORA INVESTMENT TRUST
AND
BISYS FUND SERVICES OHIO, INC.
TRANSFER AGENT FEES
ANNUAL PER ACCOUNT FEE: $16.00 for each shareholder account.
ADDITIONAL FEE FOR NEW PORTFOLIOS:
BISYS shall be entitled to receive an additional annual fee for each new
Portfolio that is added following the effective date of this Agreement. Such
fee shall be equal to the greater of (i) the applicable annual per account
fee, which shall be calculated by multiplying the annual per account fee set
forth above by the number of shareholder accounts holding shares of each such
new Portfolio, or (ii) $11,766.
OUT-OF-POCKET EXPENSES:
BISYS shall be entitled to be reimbursed for the out-of-pocket expenses set
forth in Section 3 of this Agreement.
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SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE TUSCARORA INVESTMENT TRUST
AND
BISYS FUND SERVICES OHIO, INC.
REPORTS
1. Daily Shareholder Activity Journal
2. Daily Portfolio Activity Summary Report
a. Beginning Balance
b. Dealer Transactions
c. Shareholder Transactions
d. Reinvested Dividends
e. Exchanges
f. Adjustments
g. Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dealer Processing Reports
5. Monthly Dividend Reports
6. Sales Data Reports for Blue Sky Registration
7. Annual report by independent public accountants concerning BISYS'
shareholder system and internal accounting control systems to be filed
with the Securities and Exchange Commission pursuant to Rule 17Ad-13 of
the Securities Exchange Act of 1934, as amended.
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8. Shareholder new account information in downloadable format on a monthly
basis, including, name, address, phone number, account number, dollar
amount of initial transaction (in comma-delimited or Excel format).
9. List of closed accounts.
10. Furnish performance information for the Portfolios and comparisons to S&P
500 and Lipper Equity Growth Fund Index, YTD, 1,3,5 yr and inception, on
a monthly basis.
11. Furnish documents in .pdf format (applications, prospectus, annual
report, etc.) for website purposes.
12. Provide ability to download full list of shareholder accounts with
current share balance.
13. Such special reports and additional information that the parties may
agree upon, from time to time.
17
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT BETWEEN
THE TUSCARORA INVESTMENT TRUST
AND
BISYS FUND SERVICES OHIO, INC.
FUND PORTFOLIOS
The Xxx Xxxxx Fund
18
