EXHIBIT (9)(r)
TRANSFER AGENCY AGREEMENT
AGREEMENT made this 22nd day of March, 1996, between EMERALD FUNDS (the
"Trust"), a Massachusetts business trust having its principal place of business
at _______________________, and BISYS FUND SERVICES, INC. ("BISYS"), a Delaware
corporation having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust desires that BISYS perform certain services for all
share classes of all series of the Trust either now or hereafter created, as
provided in Schedule A attached hereto (individually referred to herein as a
"Fund" and collectively as the "Funds"); 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 premises and mutual covenants
herein set forth, the parties agree as follows:
1. SERVICES.
BISYS shall perform for the Trust the transfer agent services set
forth in Schedule B hereto in accordance with the Prospectuses and Statements of
Additional Information of the Trust. BISYS agrees to perform such services in
accordance with the service standards set forth in Schedule C 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 B hereof, in consideration of such fees
as the parties hereto may agree in writing.
BISYS may, in its discretion and upon thirty (30) days' prior
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 Fund; provided, however,
that the Sub-transfer Agent shall be the agent of BISYS and not the agent of the
Trust or such Fund, 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 D hereto. BISYS may, subject to the Trust's prior written approval,
increase the fees it charges pursuant to the fee schedule; provided, however,
that BISYS may not increase such fees until the expiration of the Initial Term
of this Agreement (as defined below). Fees for any additional services to be
provided by BISYS pursuant to an amendment to Schedule B hereto shall be subject
to mutual agreement at the time such amendment to Schedule B 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
communications 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 form of printed material which shall
be required by BISYS for the performance of the services to be
provided hereunder;
(d) The cost of microfilm or microfiche of records or other
materials; and
(e) Any expenses BISYS shall incur at the written direction of an
officer of the Trust thereunto duly authorized.
4. EFFECTIVE DATE.
This Agreement shall become effective as of the date first written
above (the "Effective Date").
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5. TERM.
This Agreement shall continue in effect with respect to each Fund, unless
earlier terminated by either party hereto as provided hereunder, until _________
________________, 1999 (the "Initial Term"), and thereafter shall continue for
successive one-year terms; provided, however, that either party hereto may
terminate this Agreement at any time during any such renewal term for any or no
reason by the provision of 120 days' written notice to the other party, and
provided further that such continuance is specifically reviewed and approved at
least annually (a) by the vote of a majority of the Trust's Board of Trustees or
by the vote of a majority of the outstanding voting securities of such Fund and
(b) by the majority of the Trust's Trustees who are not parties to the Agreement
or interested persons (as defined in the 0000 Xxx) of any party to this
Agreement. This Agreement is also terminable at any time during the Initial
Term or any renewal term upon mutual agreement of the parties hereto or for
"cause" (as defined below) by the party alleging "cause," in either case on not
less than 30 days' notice by the Trust's Board of Trustees or by BISYS; provided
that no notice shall be required with respect to clauses (b), (c), (e) or (f) of
the definition of "cause" below.
If 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 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 under Section
2 hereof, the amount of all of BISYS' reasonable cash disbursements for services
in connection with BISYS' activities in effecting such termination, including
without limitation, the delivery to the Trust and/or its designees of the
Trust's property, records, instruments and documents, or any copies thereof.
Subsequent to such termination, for a reasonable fee, BISYS will provide the
Trust with reasonable access to all Trust documents or records, if any,
remaining in its possession.
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 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 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; (d) any circumstance 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; (e) the existence
of a performance standard deficiency, as such term is defined in Schedule C
hereto; or (f) the failure
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of BISYS to be registered pursuant to Section 17A of the 1934 Act as a transfer
agent at any time during this Agreement.
If, for any reason other than mutual agreement or "cause" as defined
above, during the Initial Term of this Agreement BISYS is replaced as transfer
agent, or if a third party is added to perform all or a part of the services
provided by BISYS under this Agreement (excluding any Sub-transfer Agent
appointed by BISYS as provided in Section 1 hereof), then the Trust shall make a
one-time cash payment, as liquidated damages, to BISYS equal to the balance due
BISYS for the remainder of the Initial Term of this Agreement, assuming for
purposes of calculation of the payment that the asset level of the Trust on the
date BISYS is replaced, or a third party is added, will remain constant for the
balance of the contract term.
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; provided that in the event of equipment
failures beyond BISYS' control, BISYS shall, at no additional expense to the
Trust, take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto. BISYS shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.
7. 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 any legal question involving
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 the Trust or Funds unless relating to a matter involving
BISYS' willful misfeasance, bad faith, negligence or reckless disregard with
respect to BISYS' responsibilities and duties hereunder and BISYS shall in no
event be liable to the Trust or any Fund or any shareholder or beneficial owner
of the Trust for any action reasonably taken pursuant to such advice.
8. 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 Fund, 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
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certificate signed by an officer of the Trust or any other person authorized by
the Trust's Board of 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 Prospectuses and Statements of Additional
Information of the Trust relating to the Funds to the extent that such services
are described therein unless BISYS receives written instructions to the contrary
in a timely manner from the Trust.
9. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION.
BISYS shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the Trust
for any action taken or omitted by BISYS in the absence of bad faith, willful
misfeasance, negligence or from reckless disregard by it of its obligations and
duties. The Trust agrees to indemnify and hold harmless BISYS, 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 BISYS' actions taken or nonactions with respect to the
performance of services under this Agreement or based, if applicable, upon
reasonable reliance on information, records, instructions or requests given or
made to BISYS by the Trust, the investment adviser and on any records provided
by any fund accountant or custodian thereof; provided that this indemnification
shall not apply to actions or omissions of BISYS in cases of its own bad faith,
willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties. BISYS shall not settle or make any compromise of any
claim, demand, action or suit to which it may seek indemnity pursuant to this
Section (each, an "Indemnifiable Claim") without the express written consent of
the Trust. BISYS shall notify the Trust within 15 days of receipt of
notification of an Indemnifiable Claim, provided that the failure by BISYS to
furnish such notification shall not impair its right to seek indemnification
from the Trust unless the Trust's ability to adequately defend the Indemnifiable
Claim is impaired as a result of such failure, and further provided, that if as
a result of BISYS' failure to provide the Trust with timely notice of the
institution of litigation a judgment by default is entered, prior to seeking
indemnification from the Trust BISYS, at its own cost and expense, shall open
such judgment. The Trust shall have the right to defend any Indemnifiable Claim
at its own expense, provided that such defense shall be conducted by counsel
selected by the Trust and reasonably acceptable to BISYS. BISYS may join in
such defense at its own expense, but to the extent that it shall so desire the
Trust shall direct such defense. If the Trust shall fail or refuse to defend an
Indemnifiable Claim, BISYS may provide its own defense at the cost and expense
of the Trust. BISYS shall indemnify and exonerate, save and hold the Trust
harmless from and against any and all claims (whether with or without basis in
fact or law), losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to any action or failure or
omission to act by BISYS as a result of BISYS' bad faith, negligence, willful
misfeasance or reckless disregard of its obligations and duties under this
Agreement.
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10. RECORD RETENTION AND CONFIDENTIALITY.
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 Company 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, the Trust's
authorized representatives and the Securities and Exchange Commission (the
"Commission") at reasonable times.
BISYS agrees to surrender promptly, upon the Trust's demand, all
books, records and files maintained pursuant to this Agreement (or copies of any
such books, records and files needed by BISYS in the performance of its duties
or for its legal protection).
11. 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 E attached hereto, or
as subsequently agreed upon by the parties pursuant to an amendment to Schedule
E.
12. 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.
13. COOPERATION OF AUDITORS.
The Transfer Agent shall cooperate with the Trust's independent
auditors and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their opinion as such
may be required from time to time by the Trust.
14. CONFIDENTIALITY.
BISYS agrees on behalf of itself and its employees to treat
confidentially and as the proprietary information of the Trust all records and
other information relative to the Trust and its 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; PROVIDED,
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HOWEVER, that upon notification to and written approval from the Trust, which
approval shall not be unreasonably withheld, BISYS may divulge such information
in those instances where BISYS 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.
15. RETURN OF RECORDS.
If not turned over to the Trust sooner at the Trust's request,
files, records and documents created and maintained by BISYS pursuant to this
Agreement 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.
The Trust and the Funds 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 Funds 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 Fund which is in existence as of the Effective Date
has authorized unlimited shares, and (b) by virtue of its Declaration of Trust,
shares of each Fund 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) all requisite corporate
proceedings have been taken to authorize BISYS to enter into and to perform this
Agreement, (b) 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 (c) 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
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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 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
requested by the Trust of the amount of its insurance coverage and of the total
outstanding claims made by BISYS under such coverage.
20. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS.
The Trust has furnished to BISYS the following:
(a) Copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of the
state in which such Declaration has been filed.
(b) Copies of the following documents:
1. The Trust's Code of Regulations and any amendments
thereto;
2. Certified copies of resolutions of the Board of 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 Funds.
(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;
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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 Funds.
(e) A certificate as to shares of beneficial interest 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:
(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.
The Trust shall furnish BISYS written copies of any amendments to,
or changes in, any of the items referred to in Section 18 hereof forthwith upon
such amendments or changes becoming effective. In addition, the Trust agrees
that no amendments will be made to the Prospectuses or Statements 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
obtains BISYS' approval of such amendments or changes.
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BISYS shall promptly furnish a copy of each independent accountants'
report relating to internal accounting control systems filed with the Commission
pursuant to Rule 17A-13 under the Exchange Act after the date hereof.
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 indemnifies and holds harmless
BISYS from and against any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character which may result from actions or omissions on the
part of BISYS in reasonable reliance upon such amendments and/or changes.
24. COMPLIANCE WITH LAW.
Except for the obligations of BISYS set forth in Section 9 hereof,
the Trust assumes full responsibility for the preparation, contents, and
distribution of each prospectus of 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. BISYS shall have no obligation to take
cognizance of any laws relating to the sale of the Trust's shares. 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.
Notices of any kind to be given to the Trust hereunder by BISYS
shall be in writing and shall be duly given if mailed or delivered to the Trust
at 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxx 000000, Attention:
Xxxx X. Xxxxxxxx, Esq., President, with a copy to Drinker Xxxxxx & Xxxxx,
Philadelphia Xxxxxxxx Xxxx Xxxxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000, Attention: Xxxxxxx X. Xxxxx, or at such other address or to such
individual as shall be so specified by the Trust to BISYS. Notices of any kind
to be given to BISYS hereunder by the Trust shall be in writing and shall be
duly given if mailed or delivered to BISYS at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000, Attention: Xxxxxxx X. Xxxxxx, or at such other address or to such
individual as BISYS shall specify to the Trust.
26. HEADINGS.
Paragraph headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
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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.
28. AMENDMENT OF THIS AGREEMENT.
No provision of this Agreement may be changed, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought.
29. GOVERNING LAW AND MATTERS RELATING TO THE TRUST AS A MASSACHUSETTS
BUSINESS TRUST.
This Agreement shall be governed by and its provisions shall be
continued in accordance with the laws of the State of Ohio. It is understood
that the names "Emerald Funds" and "Trustees of Emerald Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated March 15, 1988, which is hereby referred to and a
copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and the principal office of the Trust. The
obligations of "Emerald Funds" entered into in the name or on behalf thereof by
any of the Trustees, representatives or agents are made 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 Trust Property, and
all persons dealing with any Class or Series of Shares of the Trust must look
solely to the Trust Property belonging to such Class or Series for the
enforcement of any claims against the Trust.
30. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
31. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
32. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in on 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,
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statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall insure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
EMERALD FUNDS
By:________________________________
BISYS FUND SERVICES, INC.
By:________________________________
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SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
EMERALD FUNDS
AND
BISYS FUND SERVICES, INC.
This Agreement shall apply to all share classes of all Funds of Emerald Funds,
either now or hereafter created. The current share classes and Funds are set
forth below.
Emerald Equity Fund - Retail Shares and Institutional Shares
Emerald Small Capitalization Fund - Retail Shares and Institutional Shares
Emerald Balanced Fund - Retail Shares and Institutional Shares
Emerald Short-Term Fixed Income
Fund - Retail Shares and Institutional Shares
Emerald U.S. Government Securities
Fund - Retail Shares and Institutional Shares
Emerald Managed Bond Fund - Retail Shares and Institutional Shares
Emerald Florida Tax-Exempt Fund - Retail Shares and Institutional Shares
Emerald Prime Fund - Retail Shares, Emerald Shares and Emerald Service Shares
Emerald Treasury Fund - Retail Shares, Emerald Shares and Emerald Service Shares
Emerald Tax-Exempt Fund - Retail Shares, Emerald Shares and Emerald Service
Shares
Emerald Treasury Trust Fund - Emerald Shares
Emerald Prime Trust Fund - Emerald Shares
Emerald International Equity Fund - Retail Shares and Institutional Shares
Emerald Equity Value Fund - Retail Shares and Institutional Shares
SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
EMERALD FUNDS
AND
BISYS FUND SERVICES, INC.
TRANSFER AGENCY SERVICES
1. SHAREHOLDER TRANSACTIONS
a. Process shareholder purchase and redemption orders.
b. Set up and maintain account information, including address, dividend
option, taxpayer identification numbers and wire instructions.
c. Issue confirmations in compliance with Rule 10 under the Securities
Exchange Act of 1934, as amended.
d. Issue periodic statements for shareholders.
e. Process transfers and exchanges.
f. Process dividend and distribution payments, including the purchase
of new shares, through dividend reimbursement.
g. Provide timely notification of shareholder activity, and such other
information as may be agreed upon from time between BISYS and the
Custodian to the Trust.
h. Issue and cancel stock certificates, and maintain stock certificate
books as requested by the Trust.
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, or if so requested by
the Trust arrange for the mailing of, financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
d. Tabulate returned proxies and supply related reports. Prepare
certified list of shareholders for shareholder meetings.
3. COMPLIANCE REPORTING
a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the States in which
the Fund is registered.
b. Prepare and distribute appropriate Internal Revenue Service forms
for corresponding Fund and shareholder income, capital gains and
other distributions.
c. Issue tax withholding reports to the Internal Revenue Service and,
if applicable, to any states.
d. Provide toll-free lines for direct shareholder use, plus customer
liaison staff with on-line inquiry capacity.
e. Provide voice response unit.
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 Fund 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
Fund.
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.
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d. Maintain account documentation files for each shareholder.
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SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
EMERALD FUNDS
AND
BISYS FUND SERVICES, INC.
TRANSFER AGENCY
SERVICE STANDARDS
Pursuant to Section 1 of this Agreement, BISYS has agreed to perform the
services described in this Agreement in accordance with the service standards
set forth in this Schedule C. Such standards are contained on the pages
attached hereto. The parties agree that such performance standards may be
revised, from time to time, by mutual agreement. The parties further agree that
BISYS shall provide a report (the "Report") to the Trust's Board of Trustees at
each Regular Meeting of such Board and, if requested, at any Special Meeting of
such Board, which shall describe BISYS' performance and shall indicate whether
the standards attached hereto have been met for the relevant reporting period.
It is further agreed that any failure to meet a performance standard shall
require BISYS to (1) take appropriate corrective action or (2) provide an
explanation satisfactory to the Board which states why such standard cannot be
met. In the former case, except for those instances in which BISYS' failure to
meet a performance standard was due to circumstances beyond its control, BISYS
agrees that the failure to raise, for a period of at least ___ consecutive days
within 90 days following the last day of the period covered by the relevant
Report, its performance to the level set forth in the standards attached hereto
or such lower level that is deemed satisfactory by the Board shall constitute a
performance standard deficiency for purposes of the "cause" definition contained
in Section 5 of the Agreement.
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
EMERALD FUNDS
AND
BISYS FUND SERVICES, INC.
TRANSFER AGENT FEES
BISYS shall be entitled to receive an annual fee of two one-hundredths of one
percent (.02%) of the average daily net assets of each Fund; provided, however,
that, to the extent the total number of shareholder accounts exceeds 25,000,
BISYS shall be entitled to receive a per account charge of $12 for all accounts
in excess of 25,000. Such per account charge shall be payable by the Trust in
addition to the annual fee set forth above.
ADDITIONAL SERVICES:
Additional services such as XXX processing are subject to additional fees which
will be quoted upon request. Programming costs or database management fees for
special reports or specialized processing will be quoted upon request.
OUT-OF-POCKET EXPENSES:
BISYS shall be entitled to be reimbursed for all reasonable out-of-pocket
expenses including, but not limited to, the expenses set forth in Section 3 of
the Transfer Agency Agreement to which this Schedule C is attached.
SCHEDULE E
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
EMERALD FUNDS
AND
BISYS FUND SERVICES, INC.
REPORTS
1. Daily Shareholder Activity Journal
2. Daily Fund 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. Monthly Reports Relating to:
a. Number of new accounts by Portfolio
b. Number of closed accounts by Portfolio
c. Number of new customers
d. Number of lost customers
e. Number of 800 calls
8. 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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