Exhibit(g)(2)
RETIREMENT SERVICES AGREEMENT
This Agreement is made and entered into this July 1, 2002 , by and
between BISYS Fund Services Ohio, Inc. ("BISYS"), 0000 Xxxxxxx Xxxx, Xxxxx 0000,
Xxxxxxxx, Xxxx 00000-0000, and Old National Bank ("Old National"), 000 Xxxx
Xxxxxx, Xxxxxxxxxx, XX 00000.
WHEREAS, Old National is custodian of record to the holders ("Account
Holders") of individual retirement accounts (the "Accounts") holding shares of
The Signal Funds (the "Fund") pursuant to a custodial plan agreement (the "Plan
Agreement");
WHEREAS, BISYS, is transfer agent for the Funds pursuant to a Transfer
Agency Agreement (the "Services Agreement");
WHEREAS, Old National wishes to delegate certain record keeping and
administrative functions relative to the Accounts and to BISYS; and
WHEREAS, BISYS is willing to perform such record keeping and
administrative functions relative to the Accounts in accordance with this
Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Old National hereby appoints BISYS as its agent, to perform such
services required under the XXX Agreement as set forth on Schedule A, hereto,
and BISYS accepts such designation pursuant to the terms of this Agreement. The
agency authority of BISYS shall be to perform for, and on behalf of, Old
National whatever is necessary to provide the services contemplated herein. Old
National will provide BISYS with its tax identification number. BISYS may, in
its discretion, appoint in writing other parties qualified to perform transfer
agency services (individually, a "Sub-transfer Agent") to carry out some or all
of its responsibilities under this Agreement with respect to the Fund; provided,
however, that the Sub-transfer Agent shall be the agent of BISYS and not the
agent of Old National or the 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. BISYS will retain all original documents on behalf of Old National.
These documents will include Internal Revenue Service Form 5303-A, Form 5305-RA,
5305-EA and 5305-SA plan agreements. BISYS shall have the right to approve the
Plan Agreement and other documentation relating to or affecting its services
hereunder, and shall have no liability for any modifications made thereto
without its express written consent. BISYS will provide quarterly report to the
Old National, which lists the Account Holders for whom Old National acts as
Custodian.
3. Pursuant to the Plan Agreement, Old National will charge $2 per
Account, per year( the "Custodial Fee"), to be paid within the month following
December 31 of each such year, for the services provided to the Account. BISYS
will collect the Custodial Fee.
4. BISYS represents and warrants to Old National that it or its agent
has the knowledge and
capabilities to carry out and perform the functions, duties and obligations
undertaken by this XXX Agreement. BISYS will indemnify, defend and hold Old
National and the Fund harmless from any and all claims, actions, damages,
liabilities, costs and expenses, including reasonable attorneys' fees, arising
out of or relating to the Accounts that result from negligence or willful
misconduct of BISYS in the performance of its obligations hereunder or out of
any default by BISYS under this Agreement; provided, however, that prior to
confessing any claim against it which may be subject to indemnification, Old
National shall give BISYS written notice of and reasonable opportunity to defend
against said claim in its own name or in the name of Old National.
5. Old National represents and warrants to BISYS that it is duly
qualified to act as custodian to the Accounts in accordance with all applicable
laws, and that it has the knowledge and capabilities to act as custodian and to
perform the services undertaken by it hereunder and under the Plan Agreement.
Old National will indemnify, defend and hold BISYS harmless from any and all
claims, actions, damages, liabilities, costs and expenses, including reasonable
attorneys' fees arising out of or relating in any way to the Accounts or the
services rendered hereunder, resulting from any negligence or willful misconduct
of Old National in the performance of its obligations hereunder or out of any
default by Old National under this Agreement.
6. This agreement may be terminated by either party upon 60 days
advance written notice of termination; provided that (i) BISYS shall be excused
from all performance hereunder in the event of any termination of the Services
Agreement (or any successor agreement) upon which BISYS no longer serves as
transfer agent or sub-transfer agent to the Fund, and (ii) the parties shall
coordinate with one another and the Fund so that any termination shall be
effected in a manner consistent with the disclosures made in the then-current
Prospectus of the Fund.
7. All records maintained by BISYS pursuant to this Agreement shall be
and remain the property of Old National. Immediately upon termination of this
Agreement, BISYS shall deliver to the successor agent designated by Old
National, all such records in the proper form for transfer. If no such successor
shall be appointed, BISYS shall in like manner deliver and transfer such records
in accordance with written instructions received from Old National.
8. This Agreement will be governed, construed and in accordance with
the laws of the State of Ohio.
9. Any notice provided hereunder shall be sufficiently given when sent
by registered or certified mail, if to BISYS at the following address: 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 and if to Old National at address set forth
at the beginning of this Agreement, or at such other address as such party may
from time to time specify in writing to the other party pursuant to this
Section.
10. BISYS shall not be liable for any action taken or omitted by BISYS
in the absence of bad faith, willful misfeasance, negligence or reckless
disregard by it of its obligations and duties., or breach of this agreement. The
duties of BISYS shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against BISYS hereunder.
Whenever BISYS is requested or authorized to take action hereunder
pursuant to instructions from an Account Holder, or a properly authorized agent
of an Account Holder ("shareholder's agent"), concerning an Account in the Fund,
BISYS shall be entitled to rely upon any certificate, letter or other instrument
or communication, including, without limitation, electronic communications,
reasonably believed by BISYS to be genuine and to have been properly made,
signed or authorized by an officer or other authorized agent of Old National,
the Fund or by the Account Holder 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
Old National, the Fund or any other person authorized by Old National or the
Fund's Board of Trustees/Directors, as the case may be (hereafter referred to as
the "Directors") or by the Account Holder 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 Statement of Additional
Information of the Fund relating to the Fund to the extent that such services
are described therein unless BISYS receives written instructions to the contrary
in a timely manner from the Fund.
11. All computer programs and procedures developed to perform services
required to be provided by BISYS under this Agreement are the property of BISYS.
All electronic records and other data except such computer programs and
procedures are the exclusive property of the Fund and all such other electronic
records and data will be furnished to Old National or the Fund in appropriate
form as soon as practicable after termination of this Agreement for any reason.
12. BISYS may at its option at any time, and shall promptly upon the
Old National's demand, turn over to Old National or to the Fund and cease to
retain BISYS' electronic 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 Old National or to the Fund, such electronic 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 Old National
or the Fund unless Old National or the Fund authorizes in writing the
destruction of such records and documents.
13. Old National and BISYS hereby acknowledge that a copy of this
Agreement has been sent to the Fund.
14. 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 14 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.
15. Nonpublic personal financial information relating to consumers or
customers of Old National or the Fund provided by, or at the direction of Old
National or the Fund to BISYS, or collected or retained by BISYS in the course
of performing its duties as hereunder shall be
considered confidential information. BISYS shall not give, sell or in any way
transfer such confidential information to any person or entity, other than
affiliates of BISYS except at the direction of Old National or the Fund or as
required or permitted by law. BISYS and Old National shall have in place and
shall maintain physical, electronic and procedural safeguards reasonably
designed to protect the security, confidentiality and integrity of, and to
prevent unauthorized access to or use of records and information relating to
consumers or customers of Old National or the Fund. Old National represents to
BISYS that it has adopted a Statement of its privacy policies and practices and
agrees to provide BISYS with a copy of that statement annually.
16. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL BISYS, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EACH OF
WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORSEEABLE OR WHETHER EITHER PARTY OR ANY ENTITIY HAS BEEN
ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES.
17. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS
OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY,
SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE
(IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) CONCERNING THE
SERVICES PROVIDED UNDER THIS AGREEMENT BY BISYS ARE COMPLETELY DISCLAIMED.
IN WITNESS WHEREOF, the undersigned, by their respective duly
authorized officers, hereby execute this Agreement, effective on the day and
year first above written.
BISYS FUND SERVICES OHIO, INC. OLD NATIONAL BANK
By: By:
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Its: Its:
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Date: Date:
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SCHEDULE A
SERVICES TO BE PERFORMED BY BISYS
FOR INDIVIDUAL RETIREMENT PLAN ACCOUNTS
HOLDING THE SIGNAL FUNDS
Account Processing
1. Opening new XXX accounts.
2. Processing purchases and redemptions of shares for Account Holders
3. Regular and legal transfer of Accounts for Account Holders,
including the acceptance of checks on behalf of Old National
4. Processing dividends and capital gain distributions
5. Notification of distribution requirements related to age 70 1/2
6. Maintaining beneficiary information on system
7. Calculating distributions, withdrawals, required withholding and
other payment to Account Holders
Account Maintenance
1. Maintaining Account Holder records
2. Changing addresses for Account Holders
3. Addressing and tabulating proxy cards for any shareholder meetings
of the Funds
4. Preparing periodic reports on accounts, number of shares, etc.
5. Supplying an annual shareholder list
6. Preparation and filing of federal tax forms (1099-R, 5498)
7. Replying to shareholder correspondence and inquiries
8. Responding to all telephone inquiries about Accounts and
maintaining a log of all such inquiries and the response given.
9. Distributing all updates to Account documentation
SERVICES TO BE PERFORMED BY OLD NATIONAL
FOR INDIVIDUAL RETIREMENT PLAN ACCOUNTS
HOLDING THE SIGNAL FUNDS
1. To maintain a database of Account Holder information
2. To verify quarterly, upon receipt of a report from BISYS, that Old
National's records are complete and accurate.
