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Exhibit (g)(5)
TRANSFER AGENCY AGREEMENT
-------------------------
AGREEMENT made as of April 1, 1999, between REPUBLIC FUNDS (the
"Trust"), a Massachusetts business trust, and BISYS FUND SERVICES OHIO, INC.
("BISYS"), an Ohio corporation.
WHEREAS, the Trust desires that BISYS perform certain services for each
series of the Trust (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 mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services.
---------
Except as provided below, commencing on the Effective Date of this
Agreement, as defined in Section 4 hereof, BISYS shall perform for the Trust's
Class B and Class C Shares, the transfer agent services set forth in Schedule A
hereto. Commencing as of April 1, 1999, BISYS shall perform such services for
the Trust's Class A Shares and Class Y Shares. Notwithstanding the foregoing,
BISYS shall perform such services for all classes of the Trust's Money Market
Fund commencing on the Effective Date of this Agreement.
BISYS 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, upon the prior written approval of the
Trust, which approval shall not be unreasonably withheld, 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.
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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.
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In addition to paying BISYS the fees described in Section 2 hereof, the
Trust agrees to reimburse BISYS for BISYS' 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 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").
5. Term.
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This Agreement shall continue in effect with respect to a Fund, unless
earlier terminated by either party hereto as provided hereunder, until March 31,
2003 (the "Initial Term"). Thereafter, this Agreement shall continue in effect
unless and until it is terminated as set forth in this paragraph. This Agreement
may be terminated without penalty (i) by provision of advance written notice of
nonrenewal to the other party at least 60 days prior to the end of the Initial
Term, (ii) by mutual agreement of the parties, (iii) for "cause," as defined
below, upon the provision of 60 days advance written notice by the party
alleging cause, (iv) in accordance with the interim evaluation procedures set
forth below or (v) by provision of 60 days advance written notice to the other
party following the Initial Term.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross 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 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; (c) 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
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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; or (d) a material breach of this Agreement that has not been
remedied within forty-five (45) days following receipt of written notice of such
breach from the non-breaching party.
Following July 1, 2001, the Trust may conduct an interim
evaluation of (i) BISYS' performance under this Agreement (the "Performance
Evaluation") and (ii) the market conditions for the services provided under this
Agreement (the "Market Evaluation").
(a) If the Trust's Performance Evaluation indicates that the
quality of service provided by BISYS is significantly
less than that contemplated by this Agreement (but
otherwise not constituting a material breach), the Trust
shall, on or before October 1, 2001, provide written
notice to BISYS specifying the areas in which the
quality of service has been less than that contemplated
by this Agreement. BISYS shall have a period of 90 days
in which to restore, to the reasonable satisfaction of
the Trust, the quality of service to that contemplated
by this Agreement. If, at the end of such 90-day period,
BISYS has not restored the quality of service to that
contemplated by this Agreement, the Trust may by written
notice to BISYS terminate this Agreement without penalty
effective upon the later (i) of April 1, 2002 or (ii) 90
days after such termination notice is provided to BISYS.
(b) If the Trust's Market Evaluation indicates that the
market for the services provided pursuant to this
Agreement by established service providers, at
comparable levels of service, has changed since the date
of this Agreement such that mutual fund families of a
comparable size have secured and are then able to secure
significantly better terms for such services under
agreements having the same initial term as this
Agreement, the Trust may, on or before October 1, 2001,
provide written notice to BISYS of such evaluation. At
the Trust's request, BISYS and the Trust shall negotiate
in good faith an amendment to bring this Agreement into
conformity with then-current market terms effective not
sooner than April 1, 2002, which amendment shall also
extend the Initial Term of the Agreement until March 31,
2005.
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. Fees and out-of-pocket
expenses incurred by BISYS but unpaid by the Trust upon such termination shall
be immediately due and payable upon and notwithstanding such termination. Upon
termination BISYS shall deliver to the Trust or its designee, the Trust's
property, records, instruments and documents. BISYS shall be entitled to collect
from the Trust, in addition to the fees and disbursements provided by Sections 2
and 3 hereof, the amount of all of BISYS' cash disbursements in connection with
BISYS' activities in effecting such termination, including without limitation,
the delivery to the Trust and/or its distributor or investment adviser and/or
other parties, of the Trust's property, records, instruments and documents, or
any copies thereof. To the extent that BISYS may retain in its possession copies
of any Trust documents or records
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subsequent to such termination which copies had not been requested by or on
behalf of the Trust in connection with the termination process described above,
BISYS, for a reasonable fee, will provide the Trust with reasonable access to
such copies.
If, during the Initial Term, for any reason other than as provided in
the first paragraph of this Section 5, 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, in consideration of the fee structure and services to be provided under
this Agreement, and not as a penalty, to BISYS equal to the amount due BISYS for
the remainder of the Initial Term of this Agreement, assuming for purposes of
calculation of the payment that the amount due BISYS for the remainder of the
Initial Term shall be based upon the average number of shareholder accounts
within the Trust for the twelve months prior to the date BISYS is replaced or a
third party is added.
In the event the Trust is merged into another legal entity in part or in
whole pursuant to any form of business reorganization or is liquidated in part
or in whole prior to the expiration of the Initial Term of this Agreement, the
parties acknowledge and agree that the liquidated damages provision set forth
above shall be applicable in those instances in which BISYS is not retained by
the surviving entity to provide transfer agency services consistent with this
Agreement. The one-time cash payment referenced above shall be due and payable
on the day prior to the first day in which BISYS is replaced or a third party is
added.
6. Uncontrollable Events; Maintenance of Systems and Equipment.
------------------------------------------------------------
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. BISYS agrees to perform comprehensive date
testing on the systems it utilizes to provide the services hereunder to simulate
the actual turning of the century and leap year. These tests shall be intended
to identify any operational issues regarding the accurate processing of
date/time data from, into and between the Twentieth and Twenty-First Century,
including leap year calculations. BISYS agrees to use all commercially
reasonable efforts to implement all necessary updates and changes for its
mission critical systems, if any, to accommodate the turn of the century and
leap year and shall have substantially tested such upgrades and changes by March
31, 1999. BISYS agrees to provide the Trust quarterly updates on the status of
its Year 2000 readiness project and to make its personnel reasonably available
to address any questions or concerns.
7. Legal Advice.
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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 the Trust or Funds
unless relating to a matter involving BISYS' willful misfeasance, bad faith,
gross negligence or reckless disregard with respect to BISYS' responsibilities
and duties hereunder and BISYS shall in no event be
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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.
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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, 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 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 Statement 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; and further provided that prior to confessing any claim
against it which may be the subject of this indemnification, BISYS shall give
the Trust written notice of and reasonable opportunity to defend against said
claim in its own name or in the name of BISYS.
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
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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.
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 C attached hereto, or as
subsequently agreed upon by the parties pursuant to an amendment to Schedule C.
The Trust agrees to cause the Trust's investment adviser(s) to examine each such
report or copy promptly and will report or cause to be reported any errors or
discrepancies therein.
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. 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.
14. 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.
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15. 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.
16. 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.
17. Insurance.
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BISYS represents that its insurance coverage is adequate given its
existing and planned business volumes. 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.
18. Information to be Furnished by the Trust and Funds.
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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 By-Laws and any amendments thereto;
2. Certified copies of resolutions of the Board of Trustees
covering the following matters:
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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;
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.
19. 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.
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20. Amendments to Documents.
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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 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
obtains BISYS' approval of such amendments or changes which approval will not be
unreasonably withheld, or unless such amendments are required by regulatory
action, including, but not limited to, requirements imposed by the SEC or the
NASD.
21. 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 18 and 20 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. 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 18 and 20 hereof,
BISYS shall be under no duty to comply with or take any action as a result of
any of such amendments or changes which approval will not be unreasonably
withheld, or unless such amendments are required by regulatory actions,
including but not limited to, requirements imposed by the SEC or the NASD.
22. Compliance with Law.
--------------------
Except for the obligations of BISYS set forth in Section 10 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.
23. Notices.
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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: 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, or at such
other address as such party may from time to time specify in writing to the
other party pursuant to this Section.
24. 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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25. Assignment.
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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 25 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.
26. Governing Law and Matters Relating to the Trust as a Massachusetts
------------------------------------------------------------------
Business Trust.
---------------
This Agreement shall be governed by and provisions shall be construed in
accordance with the laws of the State of Ohio. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Trust
personally, but shall bind only the trust property of the Trust. The execution
and delivery of this Agreement have been authorized by the Trustees, and this
Agreement has been signed and delivered by an authorized officer of the Trust,
acting as such, and neither such authorization by the Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust as provided in the Trust's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
REPUBLIC FUNDS
By:
----------------------------
Title:
-------------------------
BISYS FUND SERVICES OHIO, INC.
By:
----------------------------
Title:
-------------------------
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Dated: April 1, 1999
SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
REPUBLIC FUNDS
AND
BISYS FUND SERVICES OHIO, INC.
SERVICES
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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.
g. Track shareholder investments for Class B and Class C Shares by lot and
calculate and assess contingent deferred sales changes upon
redemption.
h. Track shareholder investments for Class B and Class C Shares by lot and
automatically exchange Class B Shares for Class A Shares upon the
expiration of the maximum holding period for Class B Shares, as
summarized in the Fund's prospectus.
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.
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c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
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 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 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.
d. Maintain account documentation files for each shareholder.
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Dated: April 1, 1999
SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
REPUBLIC FUNDS
AND
BISYS FUND SERVICES OHIO, INC.
FEES
----
BISYS shall be entitled to receive fees from each Fund in accordance with the
following schedule:
Annual Per Fund Fee: $ 22,000
--------------------
Annual Per Account Fee: $ 12.00 for each shareholder account over 350
----------------------- shareholder accounts per Fund
Multiple Classes of Shares: $10,000 annual fee for each additional class per
--------------------------- Fund
Additional Services: Additional services such as XXX processing,
-------------------- development of interface capabilities, servicing
of 403(b) and 408(c) accounts, management of cash
sweeps between DDAs and mutual fund accounts and
coordination of the printing and distribution of
prospectuses, annual reports and semi-annual
reports 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 B is attached.
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Dated: April 1, 1999
SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
REPUBLIC FUNDS
AND
BISYS FUND SERVICES OHIO, INC.
REPORTS
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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. 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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