Exhibit (h)(3)(ii)
FORM OF
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
This amendment, made as of August ______, 2004 (the "Amendment"),
amends the Transfer Agency Agreement dated as of 1st day of June, 2000 and
amended July 24, 2002, between BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio
corporation having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000; and BB&T FUNDS (the "Trust") a Massachusetts business
trust, having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx,
Xxxx 00000 (as amended to date, the "Agreement").
WHEREAS, pursuant to the Agreement, BISYS provides transfer agency
services to the Trust; and
WHEREAS, the Trust wishes to give dealers and financial advisors
associated with the Trust (collectively, "Users") internet-based access to
certain information stored on BISYS' mutual fund shareholder recordkeeping
system (the "Information").
NOW THEREFORE, the Trust and BISYS agree as follows:
l. BISYS' RESPONSIBILITIES
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BISYS will provide access to Information through the services set forth
on Schedule 1 to this Amendment (the "Portal Services"). The Portal Services are
deemed to constitute additional services agreed upon in writing in accordance
with the Agreement.
Upon receipt of the Trust's authorization, BISYS will begin supplying
Information through the Portal Services within 120 days. BISYS will reasonably
assist the Trust in the service installation and acceptance testing.
BISYS will provide to Users, during BISYS' normal business hours,
telephone support regarding a User's proper and authorized use of the
then-current Portal Services, provided that support with respect to Portal
Services other than Broker Browser shall be limited to issues regarding BISYS'
provision of Information through such Portal Service. For any
non-support-related assistance or consulting, the Trust may contract with BISYS
for additional Professional Services at an agreed upon rate.
2. TRUST'S RESPONSIBILITIES
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With the exception of the Broker Browser Portal Service (if
applicable), the Trust is responsible for entering into an agreement with any
provider of a Portal Service it wishes to make available to Users, and for
ensuring that such Portal Service provides appropriate security measures. The
Trust will provide, or cause the relevant Portal Service to provide, to BISYS
such information as BISYS requires to make Information available through the
Portal Service.
The Trust will pay, to BISYS the fees set forth on Schedule 2 to this
Amendment (the "Portal Fees"). The Portal Fees shall be payable, until such time
as the Portal Services are terminated as provided herein.
Information furnished to a User as part of any Service is furnished at
the express direction of the Trust, including for purposes of the privacy
safeguarding provisions of the Transfer Agent Agreement. The Trust is solely
responsible for ensuring that the release of Information complies with
applicable privacy and other laws and regulations.
3. REPRESENTATIONS AND WARRANTIES
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Each of the Trust and BISYS represents and warrants to the other that
this Amendment has been duly authorized by it and, when executed and delivered
by it, will constitute its legal, valid and binding obligation, enforceable
against it in accordance with this Amendment's terms.
The Trust further represents and warrants that it has all necessary
authority and consents to enter into this Amendment and to authorize the
provision of Information in accordance with the terms of this Amendment.
4. TERMINATION
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BISYS may terminate one or more Portal Services at any time by giving
the Trust at least 30 days' written notice. The Trust may terminate one or more
Portal Services at any time without penalty by written notice to BISYS.
5. MISCELLANEOUS
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(a) Capitalized terms used in this Amendment without definition have
the meanings given to those terms in the Agreement.
(b) Except as specifically modified or amended by this Amendment, the
rights and obligations of the parties with regard to the Portal Services are
governed by the Agreement. Therefore, unless specifically provided to the
contrary, all provisions of the Agreement, including its indemnification
provisions, apply to the Portal Services.
(c) Schedules 1 and/or 2 may be amended at any time by substitution of
an executed amended schedule without affecting the balance of this Amendment.
* * * * *
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IN WITNESS WHEREOF, a duly authorized officer of each party has signed
this Amendment as of the date set forth above.
BISYS FUND SERVICES OHIO, INC.
By:__________________________
Name:
Title:
BB&T FUNDS
By:__________________________
Name:
Title:
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SCHEDULE 1
PORTAL SERVICES
1. DST VISION
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BISYS will coordinate access to the Trust's investment portfolios such that
Users will have access to mutual fund and shareholder account data, including
consolidated account views, total market value, comprehensive account detail,
transaction history, and tax summaries. Specific User IDs will be tagged for
access to some or all of the above information for one or more shareholders
and/or dealers.
BISYS will facilitate obtaining User IDs for Trust and BISYS personnel, as well
as resolution of any system interference with data access. BISYS will provide
appropriate personnel to accept phone calls, during regular business hours,
regarding problems with data access to Information.
BISYS is not affiliated with DST Vision or any provider thereof, and is not
responsible for errors or problems with the DST Vision system, but will
coordinate on behalf of the Trust with DST Vision to assist in resolving any
such problems.
2. DST FAN MAIL
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BISYS will release Information regarding the Trust's investment portfolios such
that Users will have access to mutual fund and shareholder account data,
including confirmation of purchases, redemptions, exchanges, and distributions,
as well as access to information on new account activity, positions, and daily
prices, as permitted by the system. DST FAN Mail will be responsible for
restricting access to information provided by BISYS to appropriate Users.
BISYS will facilitate the addition of intermediary shareholder account
Information to the DST FAN Mail website at the request of the Trust. BISYS will
provide appropriate personnel to accept phone calls, during regular business
hours, regarding problems with uploading of any released Information.
BISYS is not affiliated with DST FAN Mail or any provider thereof, and is not
responsible for errors or problems with the DST FAN Mail system, but will
coordinate on behalf of the Trust with DST FAN Mail to assist in resolving any
such problems.
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SCHEDULE 2
FEES
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1. ADVISOR CENTRAL, DST VISION AND DST FAN MAIL
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The Trust will be invoiced for BISYS' out-of-pocket expenses, including fees
charged by SunGard.
2. GENERAL
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I. PROFESSIONAL SERVICES
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At Trust's reasonable request and subject to the availability of BISYS'
personnel, BISYS will provide consulting services, custom modification
programming, and general support services relating to Portal Service at an
agreed upon rate. Professional Service Rates in effect as of the date of this
Amendment are $150 per hour.
II. INVOICING
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The Trust will be invoiced monthly for Portal Services. Portal Service Fees may
be invoiced together with or separately from other Agreement fees and Portal
Services.
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