EXHIBIT 99(h)(iii)
TRANSFER AGENCY AGREEMENT
AGREEMENT made this 4th day of November, 2003, between New Covenant
Funds (the "Trust"), a Delaware trust having its principal place of business at
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxxxxxxx, Xxxxxxx 00000, and BISYS Fund
Services Ohio, Inc. (`BISYS"), an Ohio corporation having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust desires that BISYS perform transfer agency services
for the Trust and each investment portfolio of the Trust, as now in existence
and listed on Schedule A hereto, or as hereafter may be established from time to
time (individually referred to herein as the "Fund" and collectively as the
"Funds");
WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement; and
WHEREAS, BISYS and Trust wish to enter into this Agreement in order to
set forth the terms under which BISYS will perform the transfer agency services
set forth herein for the Trust.
NOW, THEREFORE, in consideration of the covenants hereinafter
contained, the Trust and BISYS hereby agree as follows:
1. Services
BISYS shall perform for the Trust the transfer agent services set forth
in Schedule B 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.
BISYS may utilize third party vendors as agents in connection with its
services, and subject to the prior approval of the Board of Trustees of the
Trust, may 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 as transfer agent under
this Agreement; provided, however, that such agents (including any such
Sub-Transfer Agent) shall be agents of BISYS and not agents of the Trust, and
that BISYS shall be fully responsible for the acts of such agents and shall not
be relieved of any of its responsibilities hereunder by their appointment.
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 C hereto. 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.
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3. Reimbursement of Expenses and Miscellaneous Service Fees
(a) In addition to paying BISYS the fees set forth in Schedule C, the
Trust agrees to reimburse BISYS for BISYS' reasonable out-of-pocket expenses
(for which no xxxx-up for BISYS overhead expenses shall be included) in
providing services hereunder, including without limitation, the following:
(i) 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;
(ii) 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;
(iii) Sales taxes paid on behalf of the Trust;
(iv) The cost of microfilm or microfiche or other electronic
retention of records or other materials;
(v) Courier (delivery expenses);
(vi) Check processing fees;
(vii) Records retention /storage fees;
(viii) Fulfillment;
(ix) XXX custody and other related fees;
(x) NSCC and related costs;
(xi) Sales taxes;
(xii) Costs of statements and confirmations;
(xiii) Costs of tax forms;
(xiv) Costs of all other shareholder correspondence;
(xv) Post office boxes; and
(xvi) Any expenses BISYS shall incur at the written direction of an
officer of the Trust thereunto duly authorized.
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The out-of pocket expenses charged by BISYS shall not exceed those
listed on the schedule of charges annexed as Schedule E, unless BISYS
is charged a greater amount by its vendor and notifies the Trust that
the increase shall be reflected on Schedule E and passed through to the
Trust.
(b) In addition, BISYS shall be entitled to receive the following fees:
(i) A fee for managing and overseeing the report, print and mail
functions performed by BISYS' third-party vendors, not to
exceed $.04 per page for statements and $.03 per page for
confirmations; fees for programming in connection with
creating or changing the forms of statements, billed at the
rate of $150 per hour; and costs for postage, couriers, stock
computer paper, computer disks, statements, labels, envelopes,
checks, reports, letters, tax forms, proxies, notices or other
forms of printed material (including the costs of preparing
and printing all printed materials) which shall be required
for the performance of the services to be provided hereunder;
(ii) System development fees, billed at the rate of $150 per hour,
as approved by the Trust, and all systems-related expenses,
agreed in advance, associated with the provision of special
reports and services pursuant to Item 8 of Schedule D attached
hereto;
(iii) Fees for development of custom interfaces, billed at a
mutually agreed upon rate;
(iv) Ad hoc reporting fees, billed at a mutually agreed upon rate;
(v) Interactive Voice Response System fees, charged according to
BISYS' standard rate schedule, and applicable to the level of
service (e.g., basic, transaction, premium) selected;
(vi) Expenses associated with the tracking of "as-of' trades,
billed at the rate of $50 per hour, as approved by the Trust;
and
(vii) Expenses associated with BISYS' anti-fraud procedures and the
performance of delegated services under the written anti-money
laundering program ("AML Program") adopted by the Trust.
4. Effective Date
This Agreement shall become effective upon the conversion of the
Trust's shareholder accounts to BISYS' systems, on or about April 1, 2004 (or
such other date as may be mutually agreed upon by the parties) (the "Effective
Date").
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5. Term
This Agreement shall continue in effect from the Effective Date until
March 31, 2007 (the "Initial Term"). Thereafter, unless otherwise terminated as
provided herein, this Agreement shall be renewed automatically for successive
one year periods ("Rollover Periods"). This Agreement may be terminated only (i)
by provision of a notice of nonrenewal in the manner set forth below, (ii) by
mutual agreement of the parties or (iii) for "cause," as defined below, upon the
provision of sixty (60) days advance written notice by the party alleging cause.
Written notice of nonrenewal must be provided at least ninety (90) days prior to
the end of the Initial Term or any Rollover Period, as the case may be.
For purposes of this Agreement, "cause" shall mean (a) a material
breach of this Agreement that has not been remedied for thirty (30) days
following written notice of such breach from the non-breaching party; (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; or (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 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. BISYS shall not terminate this Agreement pursuant to clause (a) above
based solely upon the Trust's failure to pay an amount to BISYS which is the
subject of a good faith dispute, if (i) the Trust is attempting in good faith to
resolve such dispute with as much expediency as may be possible under the
circumstances, and (ii) the Trust continues to perform its obligations hereunder
in all other material respects (including paying all fees and expenses not
subject to reasonable dispute hereunder).
Notwithstanding the foregoing, following any such termination, in the
event that BISYS in fact continues to perform any one or more of the services
contemplated by this Agreement (or any Schedule or exhibit hereto) with the
consent of the Trust, 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. BISYS shall be entitled to collect from the
Trust, in addition to the fees and disbursements provided by Schedule C and
Section 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.
If, for any reason other than (i) nonrenewal, (ii) mutual agreement of
the parties or (iii) "cause" for termination of BISYS hereunder, BISYS's
services are terminated hereunder, 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-
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transfer Agent appointed 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
balance that would be due BISYS for its services hereunder during (a) the next
twelve (12) months or (b) if less than twelve (12), the number of months
remaining in the then-current term of this Agreement, assuming for purposes of
the calculation of the one-time payment that the fees that would be earned by
BISYS for each month shall be based upon the average number of shareholder
accounts and fees payable to BISYS monthly during the twelve (12) months prior
to the date that services terminate, BISYS is replaced or a third party is
added.
In the event the Trust or any Fund 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 then-current 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 to provide transfer agency services consistent with this
Agreement, including the number of accounts subject to such services. The
one-time cash payment referenced above shall be due and payable on the day prior
to the first day in which services are terminated, BISYS is replaced or a third
party is added.
The parties further acknowledge and agree that, in the event services
are terminated, BISYS is replaced, or a third party is added, as set forth
above, (i) a determination of actual damages incurred by BISYS would be
extremely difficult, and (ii) the liquidated damages provision contained herein
is intended to adequately compensate BISYS for damages incurred and is not
intended to constitute any form of penalty.
6. Standard of Care; Uncontrollable Events; Limitation of Liability
BISYS shall use reasonable professional diligence 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 reckless disregard by it of its
obligations and duties. 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.
BISYS shall maintain adequate and reliable computer and other equipment
necessary or appropriate to carry. out its obligations under this Agreement.
Upon the Trust's reasonable request, BISYS shall provide supplemental
information concerning the aspects of its disaster recovery and business
continuity plan that are relevant to the services provided hereunder.
Notwithstanding the foregoing or any other provision of this Agreement, 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. Events beyond BISYS' reasonable control include, without
limitation, force majeure events. Force majeure events include natural
disasters, actions or decrees of governmental bodies, and communication lines
failures that are not the fault
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of either party. In the event of force majeure, computer or other equipment
failures or other events beyond its reasonable control, BISYS shall follow
applicable procedures in its disaster recovery and business continuity plan and
use all commercially reasonable efforts to minimize any service interruption.
BISYS shall provide the Trust, at such times as the Trust may
reasonably require, copies of reports rendered by independent public accountants
on the internal controls and procedures of BISYS relating to the services
provided by BISYS under this Agreement.
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, OR LOST PROFITS, EACH OF WHICH IS
HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES
WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
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 BISYS' responsibilities and duties
pursuant to this Agreement. 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 unless
relating to a matter involving BISYS' willful misfeasance, bad faith, negligence
or reckless disregard of 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 / Certain Procedures, etc.
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 (including electronic mail), reasonably believed by BISYS to be
genuine and to have been properly made, signed or authorized by an officer or
other authorized agent of the Trust or by the shareholder or shareholder's
agent, as the case may be, and shall be entitled to receive as conclusive proof
of any fact or matter required to be ascertained by it hereunder a certificate
signed by an officer of the Trust or any other person authorized by the Trust's
Board of Trustees (hereafter referred to as the "Board") 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
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relating to the relevant 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.
The parties hereto may amend any procedures adopted, approved or set
forth herein by written agreement as may be appropriate or practical under the
circumstances, and BISYS may conclusively assume that any special procedure
which has been approved by an executive officer of the Trust (other than an
officer or employee of BISYS) does not conflict with or violate any requirements
of the Trust's Declaration of Trust, By-Laws or then-current prospectuses, or
any rule, regulation or requirement of any regulatory body.
The Trust acknowledges receipt of a copy of BISYS' policy related to
the acceptance of trades for prior day processing (the "BISYS As-Of Trading
Policy"). BISYS may amend the BISYS As-of Trading Policy from time to time in
its sole discretion. A copy of any such amendments shall be delivered to the
Trust upon request. BISYS may apply the BISYS As-Of Trading Policy whenever
applicable, unless BISYS agrees in writing to process trades according to such
other as-of trading policy as may be adopted by the Trust and furnished to BISYS
by the Trust.
The Trust acknowledges and agrees that deviations from BISYS' written
transfer agent compliance procedures may involve a substantial risk of loss. In
the event an authorized representative of the Trust requests that an exception
be made from any written compliance or transfer agency procedures adopted by
BISYS, or any requirements of the AML Program, BISYS may in its sole discretion
determine whether to permit such exception. In the event BISYS determines to
permit such exception, the same shall become effective when set forth in a
written instrument executed by an authorized representative of the Trust (other
than an employee of BISYS) and delivered to BISYS (an "Exception"); provided
that an Exception concerning the requirements of the Trust's AML Program shall
be authorized by the Trust's AML Compliance Officer (as defined in Section 15).
An Exception shall be deemed to remain effective until the relevant instrument
expires according to its terms (or if no expiration date is stated, until BISYS
receives written notice from the Trust that such instrument has been terminated
and the Exception is no longer in effect). Notwithstanding any provision in this
Agreement that expressly or by implication provides to the contrary, as long as
BISYS acts in good faith, BISYS shall have no liability for any loss, liability,
expenses or damages to the Trust resulting from the Exception, and the Trust
shall indemnify BISYS and hold BISYS harmless from any loss, liability, expenses
(including reasonable attorneys fees) and damages resulting to BISYS therefrom.
9. Indemnification
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, 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 omissions with respect to the performance of services under
this Agreement or based, if applicable, upon reasonable reliance on
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information, records, instructions or requests given or made to BISYS by the
Trust, the investment adviser, 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 reckless
disregard by it of its obligations and duties.
BISYS shall indemnify, defend, and hold the Trust harmless from and
against any and all claims, actions and suits and all losses, damages, costs,
charges, reasonable counsel fees and disbursements, payments, expenses and
liabilities (including reasonable investigation expenses) resulting directly and
proximately from BISYS' willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties hereunder.
The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited. In order that the indemnification provisions contained
herein shall apply, however, it is understood that if in any case a party may be
asked to indemnify or hold the other party harmless, the indemnifying party
shall be fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the indemnified party
will use all reasonable care to identify and notify the indemnifying party
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the indemnifying
party, but failure to do so in good faith shall not affect the rights hereunder
except to the extent the indemnifying party is materially prejudiced thereby. As
to any matter eligible for indemnification, an Indemnified Party shall act
reasonably and in accordance with good faith business judgment and shall not
effect any settlement or confess judgment without the consent of the
Indemnifying Party, which consent shall not be withheld or delayed unreasonably.
The indemnifying party shall be entitled to participate at its own
expense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the indemnifying
party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by it and reasonably satisfactory to the indemnified
party, whose approval shall not be unreasonably withheld. In the event that the
indemnifying party elects to assume the defense of any suit and retain counsel,
the indemnified party shall bear the fees and expenses of any additional counsel
retained by it. If the indemnifying party does not elect to assume the defense
of suit, it will reimburse the indemnified party for the reasonable fees and
expenses of any counsel retained by the indemnified party. The indemnity and
defense provisions set forth herein shall indefinitely survive the termination
of this Agreement.
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 31 a-1 and 31a-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), relating
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to the maintenance of books and records in connection with the services to be
provided hereunder. BISYS further agrees that all such books and records shall
be the property of the Trust and to make such books and records available for
inspection by the Trust or by the Securities and Exchange Commission (the
"Commission") at reasonable times. BISYS shall otherwise keep confidential all
books and records relating to the Trust and its shareholders, except when (i)
disclosure is required by law, (ii) BISYS is advised by counsel that it may
incur liability for failure to make a disclosure, (iii) BISYS is requested to
divulge such information by duly-constituted authorities or court process, or
(iv) BISYS is requested to make a disclosure 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 or the dealer of record as to such account. BISYS shall provide the Trust
with reasonable advance notice of disclosure pursuant to items (i) - (iii) of
the previous sentence, to the extent reasonably practicable. The provisions of
this Section 10 are subject to the provisions of Section 22.
11. Reports
BISYS shall 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 D attached hereto, or
as subsequently agreed upon by the parties pursuant to an amendment to Schedule
D. The Trust agrees to examine each such report promptly, and report or cause to
be reported any discrepancies. In the event that alleged discrepancies
concerning the report are not raised in connection with the next occurring Board
meeting following the Trust's receipt of the report (except such errors and
discrepancies as may not reasonably be expected to be discovered by the Trust
upon conducting a reasonable review), the cost associated with redoing or
reproducing the report or information therein at the request of the Trust shall
be borne by the Trust.
12. Rights of Ownership
All computer programs and procedures employed or developed by or on
behalf of BISYS 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 shall 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
shall be retained by BISYS for six years from the year of creation. At the end
of such six-year period, such records and documents
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shall be turned over to the Trust unless the Trust authorizes in writing the
destruction of such records and documents.
14. Bank Accounts
BISYS is hereby granted such power and authority as may be necessary to
establish one or more bank accounts for the Trust with such bank or banks as are
selected or approved by the Trust, as may be necessary or appropriate from time
to time in connection with the services required to be performed hereunder. The
Trust shall be deemed to be the customer of such Bank or Banks for all purposes
in connection with such accounts. To the extent that the performance of such
services hereunder shall require BISYS to disburse amounts from such accounts in
payment of dividends, redemption proceeds or for other purposes hereunder, the
Trust shall provide such bank or banks with all instructions and authorizations
necessary for BISYS to effect such disbursements.
15. Representations and Warranties of the Trust
The Trust represents and warrants 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, (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.
The Trust also represents and warrants that (a) the Trust has adopted
the written AML Program that has been submitted to BISYS pursuant to Section 18,
and has appointed an officer of the Trust as the Trust's anti-money laundering
compliance officer ("AML Compliance Officer"), (b) the AML Program and the
designation of the AML Officer have been approved by the Board, (c) the
delegation of certain services thereunder to BISYS, as provided in Section 22,
has been approved by the Board, and (d) the Trust will submit any material
amendments to the AML Program to BISYS for BISYS' review and consent prior to
adoption in accordance with Section 20.
16. Representations and Warranties of BISYS
BISYS represents and warrants that: (a) BISYS has been in, and shall
continue to be in compliance in all material respects 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; (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
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adequate and that it will make such changes therein from time to time as are
reasonably required for the secure performance of its obligations hereunder; and
(c) this Agreement has been duly authorized by BISYS and, when executed and
delivered by BISYS, will constitute a legal, valid and binding obligation of
BISYS, enforceable against BISYS in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the right and remedies of creditors and secured parties.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS AND
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 OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS
AGREEMENT BY BISYS ARE COMPLETELY DISCLAIMED.
1 7. Insurance
BISYS shall maintain a fidelity bond covering larceny and embezzlement
and an insurance policy with respect to directors and officers errors and
omissions coverage in amounts that are appropriate in light of its duties and
responsibilities hereunder. Upon the request of the Trust, BISYS shall provide
evidence that coverage is in place. BISYS shall notify the Trust should its
insurance coverage with respect to professional liability or errors and
omissions coverage be canceled. Such notification shall include the date of
cancellation and the reasons therefore. 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 should the total outstanding claims made by BISYS under its insurance
coverage materially impair, or threaten to materially impair, the adequacy of
its coverage.
18. Information to be Furnished by the Trust and Funds
The Trust has furnished to BISYS the following, as amended and current
as of the Effective Date:
(a) A copy 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) A copy of the Trust's Bylaws and any amendments thereto;
(c) Certified copies of resolutions of the Board covering the following
matters:
(i) 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
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(ii) Authorization of BISYS to act as Transfer Agent for the Trust.
(d) A list of all officers of the Trust, with the Trust's AML
Compliance Officer included among the officers therein, and any other persons
(who may be associated with the Trust or its investment advisor), together with
specimen signatures of those officers and other persons who (except as otherwise
provided herein to the contrary) shall be authorized to instruct BISYS in all
matters.
(e) Two copies of the following (if such documents are employed by the
Trust):
(i) Prospectuses and Statement of Additional Information;
(ii) Distribution Agreement; and
(iii) All other forms commonly used by the Trust or its Distributor
with regard to their relationships and transactions with
shareholders of the Funds.
(f) A certificate as to shares of beneficial interest of the Trust
authorized, issued, and outstanding as of the Effective 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.
(g) A copy of the Trust's written AML Program, including related
Policies and Procedures. 19. Information Furnished by BISYS BISYS has furnished
to the Trust evidence of the following:
(a) Approval of this Agreement by BISYS, and authorization of a
specified officer of BISYS to execute and deliver this Agreement;
(b) Authorization of BISYS to act as Transfer Agent for the Trust.
(c) The current BISYS "As-of' Trading Policy.
20. Amendments to Documents
The Trust shall furnish BISYS actual notice of amendments to, or
changes in, any of the items referred to in Section 18 hereof, and arrange to
provide written copies of any such amendments 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, or the AML Program, 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
shall not be withheld unreasonably.
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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, subject to the provisions of Section 6 hereof, 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, in the event the same relate to
services provided by BISYS hereunder, BISYS shall have no liability for failure
to comply with or take any action in conformity with such amendments or changes
unless the Trust first obtains BISYS' consent to and approval of the specific
amendments or changes.
22. Compliance with Laws
Except for the obligations of BISYS set forth in Section 10 hereof, the
Trust assumes full responsibility for the preparation and contents 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 all shares of
the Trust that are offered to the public are covered by an effective
registration statement under the 1933 Act and the 1940 Act.
The Trust acknowledges that it is a financial institution subject to
the law entitled Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism ("U.S.A. Patriot") Act of
2001 and the Bank Secrecy Act (collectively, the "AML Acts") and shall comply
with the AML Acts and applicable regulations adopted thereunder (collectively,
the "Applicable AML Laws") in all relevant respects, subject to the delegation
of certain responsibilities to BISYS, as provided in the next paragraph below.
The Trust hereby delegates to BISYS the performance, on behalf of the
Trust, of the anti-money laundering services set forth under Item 6 of Schedule
B (the "AML Services") as concerns the shareholder accounts maintained by BISYS
pursuant to this Agreement (including direct accounts; accounts maintained
through FUND/SERV and Networking, to the extent provided below, and omnibus
accounts, to the extent provided below). BISYS agrees to the foregoing
delegation and agrees to perform such services in accordance with the Trust's
AML Program. In connection therewith, BISYS agrees to maintain policies and
procedures, and related internal controls, that are consistent with the Trust's
AML Program and the requirement that the Trust employ procedures reasonably
designed to achieve compliance with the Applicable AML Laws, including the
requirement to have policies and procedures that can be reasonably expected to
detect and cause the reporting of transactions under Section 5318 of the Bank
Secrecy Act.
13
BISYS' obligations under this delegation shall be subject to Sections 20 and 21,
which require that the AML Program and any material amendments thereto be
submitted to BISYS for its review and consent.
The Trust agrees and acknowledges that, notwithstanding the delegation
provided for in the foregoing paragraph, the Trust maintains full responsibility
for ensuring that its AML Program is, and shall continue to be, reasonably
designed to ensure compliance with the Applicable AML Laws, in light of the
particular business of the Trust, taking into account factors such as its size,
location, activities and risks or vulnerabilities to money laundering.
In connection with the foregoing delegation, the Trust also
acknowledges that the performance of the AML Services involves the exercise of
discretion which in some circumstances may result in consequences to the Trust
and its shareholders (such as in the case of the reporting of suspicious
activities and the freezing of shareholder accounts). In this regard, (i) under
circumstances in which the AML Program authorizes the taking of certain actions,
BISYS is granted the discretion to take any such action as may be authorized
under the AML Program, and consultation with Trust shall not be required in
connection therewith unless specifically required under the AML Program, and
(ii) the Trust instructs BISYS that it may avail the Trust of any safe harbor
from civil liability that may be available under Applicable AML Laws for making
a disclosure or filing a report thereunder.
As concerns Networking Level III accounts and omnibus accounts, the AML
Services performed by BISYS are subject to a more limited scope, as contemplated
under the interim final rule of the Department of the Treasury, 31 CFR 103,
effective April 24, 2002 (the "Interim Final Rule") and the performance by the
Trust of the risk-based evaluation of entities holding such accounts, as
contemplated under the Interim Final Rule. The foregoing reference to the
Interim Final Rule shall be deemed to include laws and regulations adopted
subsequent to the Interim Final Rule, if and to the extent consistent therewith.
23. Notices
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address: if to the Trust, to 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx X,
Xxxxxxxxxxxxxx, Xxxxxxx 00000, Attn: President; and if to BISYS, to it at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000; Attn: President, 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. 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. In the case of BISYS, an "assignment" shall be
deemed to include a change in actual control of BISYS or a merger,
consolidation, sale or other disposition of all or a substantial part
14
of the assets of BISYS to the extent a change in actual control would result
therefrom. This Section 24 shall not limit or in any way affect BISYS' right to
use agents or appoint a Sub-Transfer Agent to the extent provided in 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.
25. Governing Law and Matters Relating to the Trust as a Delaware
Business Trust.
This Agreement shall be governed by and provisions shall be construed
in accordance with the laws of the State of Ohio and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control. 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 Board, and this Agreement has been
signed and delivered by an authorized officer of the Trust, acting as such, and
neither such authorization by the Board 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 Declaration of Trust.
26. Activities of BISYS
The services of BISYS rendered to the Trust hereunder are not to be
deemed to be exclusive. BISYS is free to render such services to others and to
have other businesses and interests. It is understood that Trustees, officers,
employees and Shareholders of the Trust are or may be or become interested in
BISYS, as officers, employees or otherwise and that partners, officers and
employees of BISYS and its counsel are or may be or become similarly interested
in the Trust, and that BISYS may be or become interested in the Trust as a
Shareholder or otherwise
27. Privacy
Nonpublic personal financial information relating to consumers or
customers of the Trust provided by, or at the direction of the Trust to BISYS,
or collected or retained by BISYS in the course of performing its duties as
transfer agent, 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 the Trust or
as required or permitted by law (including Applicable AML Laws). BISYS
represents, warrants and agrees that it has in place and will 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 the
Trust. The Trust represents to BISYS that it has adopted a Statement of its
privacy policies and practices
15
as required .by the Commission's Regulation S-P and agrees to provide BISYS with
a copy of that statement annually.
28. Miscellaneous
(a) Paragraph headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(b) This Agreement constitutes the complete agreement of the parties
hereto as to the subject matter covered by this Agreement, and supercedes all
prior negotiations, understandings and agreements bearing upon the subject
matter covered herein.
(c) This Agreement may be executed in counterparts, each of which shall
be an original but all of which, taken together, shall constitute one and the
same agreement.
(d) No amendment to this Agreement shall be valid unless made in
writing and executed by both parties hereto.
16
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
NEW COVENANT FUNDS
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name:
Title:
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
17
SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN NEW COVENANT FUNDS
AND BISYS FUND SERVICES OHIO, INC.
DATED NOVEMBER 4, 2003
FUNDS
New Covenant Growth Fund
New Covenant Income Fund
New Covenant Balanced Growth Fund
New Covenant Balanced Income Fund
In addition, BISYS will provide the same transfer agency services as
described above for the individual positions held by shareholders
in the New Covenant Premier Money Market Fund, or such other
money market fund as determined from time to time.
18
SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN NEW COVENANT FUNDS
AND BISYS FUND SERVICES OHIO, INC.
DATED NOVEMBER 4, 2003
TRANSFER AGENCY SERVICES
1. Shareholder Transactions
(a) Process shareholder purchase and redemption orders.
(b) Set up account information, including address, dividend
option, taxpayer identification numbers and wire instructions.
(c) Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.
(d) Issue periodic statements for shareholders.
(e) Process transfers and exchanges.
(f) Process dividend payments, including the purchase of new
shares, through dividend reimbursement.
2. Shareholder Information Services
(a) Make information available to shareholder servicing unit and
other remote access units regarding trade date, share price,
current holdings, yields, and dividend information.
(b) Produce detailed history of transactions through duplicate or
special order statements upon request.
(c) Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to
current shareholders.
3. Compliance Reporting
(a) Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers, Inc. 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.
19
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.
6. Anti-Money Laundering Services
(a) Verify shareholder identity upon opening new accounts.
(b) Monitor, identify and report shareholder transactions and
identify and report suspicious activities that are required to
be so identified and reported, and provide other required
reports to the Securities and Exchange Commission, the U.S.
Treasury Department, the Internal :Revenue Service or each
agency's designated agent, in each case consistent with the
Trust's AML Program.
(c) Place holds on transactions in shareholder accounts or freeze
assets in shareholder accounts, as provided in the Trust's AML
Program.
(d) Create documentation to provide a basis for law enforcement
authorities to trace illicit funds.
(e) Maintain all records or other documentation, related to
shareholder accounts and transactions therein that are
required to be prepared and maintained pursuant to the Trust's
AML Program, and make the same available for inspection by (i)
the Trust's AML Compliance Officer, (ii) any auditor of the
Trust's AML Program or related procedures, policies or
controls that has been designated by the Trust in writing, or
(iii) regulatory or law enforcement authorities, and otherwise
make said records or other documents available at the
direction of the Trust's AML Compliance Officer.
20
SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN NEW COVENANT FUNDS
AND BISYS FUND SERVICES OHIO, INC.
DATED NOVEMBER 4, 2003
TRANSFER AGENT FEES
BISYS shall be entitled to receive transfer agency fees in accordance with the
following schedule:
Annual Per Account Fee:
Open Accounts $20.00
Closed Accounts $ 5.00
For these purposes, the following categories constitute an open account
on the BISYS system in any one month: open account with balance, open
account with zero balance, open account with negative balance and
closed account with activity. Closed accounts with no activity in the
month are considered a closed account for billing purposes.
Annual Class Fees:
$15,000 per class
AML Fees and Expenses
Annual program servicing: $2,000.00
(to be billed in equal monthly amounts of $166.67)
Systems costs:
Early Warning annual fee $575.00
Early Warning per record cost $ 0.17
for new account* registration review-- does not apply to
Network Level III accounts
Equifax-- per request cost $5.00
*CHANGES TO ACCOUNT REGISTRATION INFORMATION OR OTHER ACCOUNT-RELATED
INFORMATION MAY RESULT IN CHARACTERIZING THE ACCOUNT AS A "NEW ACCOUNT" FOR
THESE PURPOSES.
21
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN NEW COVENANT FUNDS
AND BISYS FUND SERVICES OHIO, INC.
DATED NOVEMBER 4, 2003
REPORTS
1. Daily Shareholder Activity Journal
2. Daily Fund Activity Summary Report
(a) Beginning Balance
(b) 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. A copy of the most recent report by independent public accountants
describing control structure policies and procedures relating to
transfer agency operations pursuant to AICPA Statement on Auditing
Standards Number 70.
8. Such special reports and additional information that the parties may
agree upon, from time to time.
In addition to the forgoing, following each quarterly period, BISYS will provide
a report to the following effect pertaining to the AML Services rendered by
BISYS hereunder during such quarterly period:
- performed good order review for all new and reregistered accounts;
- performed acceptance review for all monetary instruments received;
- administered signature guarantee policy in accordance with prospectus
requirements;
22
- administered escrow hold policy in accordance with prospectus
requirements;
- verified customer address changes;
- verified customer identification for all new accounts and all name
changes on existing accounts;
- monitored all purchase transactions made with cash equivalents totaling
in excess of $10,000 resulting in the filing of [x] Form 8300 reports
during the period. The Fund does not accept cash or currency;
- monitored all accounts for suspicious activity resulting in the filing
of [x] Form SAR reports during the period;
- reviewed shareholder names against lists of suspected terrorist and
terrorist organizations supplied by various governmental organizations,
such as the Office of Foreign Asset Control resulting in the freezing
and reporting of [x] accounts during the period;
- reviewed shareholder names in compliance with FinCEN 314(a) requests,
resulting in the reporting of accounts during the period;
- created the documentation necessary to provide a basis for law
enforcement authorities to trace illicit funds; and
- maintained all records and other documentation related to shareholder
accounts and transactions required to e prepared and maintained
pursuant to the Fund's anti-money laundering program for all BISYS
transfer agent services.
The following will be provided in such report if the Trust falls under the
related USA PATRIOT Act provisions:
- performed the required due diligence to help prevent the opening of any
accounts for foreign shell banks during the period either directly or
through correspondent accounts; and
- performed required due diligence on any new correspondent accounts
opened during the period.
23
SCHEDULE E
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN NEW COVENANT FUNDS
AND BISYS FUND SERVICES OHIO, INC.
DATED NOVEMBER 4, 2003
Schedule of Out of Pocket Expenses
BISYS FUND SERVICES
OUT-OF-POCKET CHARGES - MONTHLY
CATEGORY PRICING UNIT
------------------------------------------------------------------------------------------------------------------------
Media
PRINT MEDIA INITIAL PROGRAMMING SET-UP **ONE TIME CHARGE**
hour (average 10
Mainframe Programming $ 150.00 hours)
Document Programming $ 150.00 hour (average 5 hours)
Scan and Cleanse Logos $ 150.00 hour (average 2 hours)
PRINT MEDIA CUSTOM PROGRAMMING ** ONE TIME CHARGE**
Mainframe Programming $ 150.00 hour
Document Programming $ 150.00 hour
PRINT MEDIA PRODUCTION
DAILY CONFIRMS
Laser Printing (black), Folding, Automated
Inserting and Mailing $ 0.15 page
Handwork Inserting $ 25.00 employee/hour
Set-up Fees for Custom Dailies $ 25.00 each day
Presort Fee $ 0.06 package
NEW ACCOUNT LETTER
Laser Printing, Folding and Inserting $ 0.15 page
Handwork Inserting $ 25.00 employee/hour
Presort Fee $ 0.06 package
MAINTENANCE LETTER
Laser Printing, Folding and Inserting $ 0.15 page
Handwork Inserting $ 25.00 employee/hour
Presort Fee $ 0.06 package
PERIODIC STATEMENTS
Laser Printing (black), Folding, Automated
Inserting and Mailing
Standard Level $ 0.18 page
Preferred Level $ 0.18 page
Premier Level $ 0.18 page
Handwork Inserting $ 25.00 employee/hour
Set-up Fees $ 25.00 job
Presort Fee $ 0.06 package
24
Minimum Fee for Each Group per Production Cycle $ 750.00
average rate per
POSTAGE - DAILY OUTPUT $ 0.270 package
average rate per
POSTAGE - PERIODIC STATEMENTS $ 0.260 package
MISCELLANEOUS
Storage Fee for Preprinted Materials
$ 10.00 bin (average 4 bins)
----------------------------------------------------------------------------------------------------------------------------
Tax Form Production
PROGRAMMING
SET-UP COST
Mainframe
Programming $ 150.00 hour (average 8 hours)
Document
Programming $ 150.00 hour (average 2 hours)
Image
Programming $ 125.00 hour (average 2 hours)
PRODUCTION
Printing and
Inserting of All
Tax Forms $ 0.24 page
Presort Fee $ 0.06 piece
Handwork
Inserting $ 25.00 employee/hour
ENHANCEMENTS
Logo on Tax
Forms
$ 150.00 hour (average 4 hours)
------------------------------------------------------------------------------------------------------------------------------
Average Cost Statement Production
------------------------------------------------------------------------------------------------------------------------------
PROGRAMMING
SET-UP COST
Mainframe
Programming $ 150.00 hour (average 5 hours)
Document
Programming $ 150.00 hour (average 2 hours)
PRODUCTION
Printing and
Inserting $ 0.24 page
Presort Fee $ 0.06 piece
Handwork
Inserting $ 25.00 employee/hour
------------------------------------------------------------------------------------------------------------------------------
Infodisc - Online Statements and Tax Forms
------------------------------------------------------------------------------------------------------------------------------
Original CD Images $ 0.035 Image
Duplicate CD - Minimum $ 250.00
Dealer CD Images $ 0.035 Image
Dealer CD Cost $ 100.00 each
Licensing Software for Multiple
Access Ability
Purchase License
- 5 users $ 500.00
Purchase License
-10 users $ 750.00
Purchase License
- 25 users $ 1,625.00
25
Purchase License
- 50 users $ 2,750.00
Annual
Maintenance Fee
- 5 users $ 350.00
Annual
Maintenance Fee
- 10 users $ 525.00
Annual
Maintenance Fee
- 25 users $ 1,155.00
Annual
Maintenance Fee
- 50 users $ 1,925.00
*Cost of CD
Tower not
included
------------------------------------------------------------------------------------------------------------------------------
UBOC - NSCC Settlement Fees
------------------------------------------------------------------------------------------------------------------------------
Monthly Admin Fee $ 100.00 month
Transfer Fee per Wire $ 15.00 wire
------------------------------------------------------------------------------------------------------------------------------
FUND/SERV
per month per
Membership Fee $ 50.00 participant number
per side per inputted
Transaction Fee $ 0.175 transaction
NETWORKING
per month per
Membership Fee $ 200.00 participant number
Funds Paying
Dividends per side per
Monthly $ 0.02 subaccount
Funds Paying
Divs Less
Frequently per side per
than Monthly $ 0.01 subaccount
Position File
Fee - in Excess
of 2x the
Sub-accounts $ 1.50 per 1000 records
COMMISSION SETTLEMENT
per month per
Membership Fee $ 50.00 participant number
Processing Fee -
1- 500,000
records $ 0.30 per 100 per month
Processing Fee -
500,001 -
1,000,000
records $ 0.20 per 100 per month
Processing Fee -
> 1,000,000
records $ 0.10 per 100 per month
*Note: For the combination of Fund/SERV and
Networking only there is a cap of $200/month.
------------------------------------------------------------------------------------------------------------------------------
Banking Services Fees Huntington National Bank)
------------------------------------------------------------------------------------------------------------------------------
Negative
Collected
Balance
- Interest Prime
Negative Ledger
Balance Fee (per $ 29.50 each
26
account per day
OD)
Checks Paid -
Regular $ 0.14 each
Deposit Tickets
Processed $ 0.40 each
Check Retrieval -
Photo Copy $ 6.00 each
Account Analysis $ 5.00 each
Wholesale
Lockbox
Maintenance $65.00 each
Wholesale
Lockbox
Remittance
Processing $ 0.44 each
Wholesale
Lockbox Data
Capture - Monthly
Maintenance $50.00 month
Wholesale
Lockbox Mail
Forwarding $ 0.25 each
Wholesale
Lockbox
Information
Delivery - Courier $ 2.50 each
Wholesale
Lockbox Data
Entry $0.010 keystroke
Account
Maintenance Fee $10.00 month
Deposit
Adjustment
Processing $ 4.00 each
Deposited Items $ 0.10 each
Encoded Items $0.550 each
Clearing
Surcharge - Fee Cost
Returned Item
Processing -
Regular $ 8.00 each
Returned Item
Processing -
Reclear Item $ 4.50 each
Returned Item
Special Handling
Maintenance $12.00 each
Controlled
Disbursement -
Maintenance $85.00 each
Controlled
Disbursement -
Checks Paid $ 0.16 each
NSF - Check
Handling Fee $28.00 account/day
Stop Payment
- Manual $28.00 each
General ACH
Maintenance $40.00 month
ACH Originated
Debit/Credit $ 0.05 each
ACH Originated
Prenotification $ 0.12 each
ACH Originated
Night Cycle $ 0.02 each
27
Surcharge
ACH Received -
Debit $ 0.15 each
ACH Received -
Credit $ 0.15 each
ACH Return Item
- Debit/Credit $ 8.00 each
ACH Exception
Processing
Bundles $25.00 each
ACH Input-Auto-
Tape-
Transmission $10.00 each
ACH Service-
Debit Credit
Authorization $25.00 each
ACH Notification
of Change (NOC) $ 5.00 each
Wire Confirmation
- Statement $ 3.00 each
Outgoing
Fedwire-Auto-
Freeform $ 6.50 each
Outgoing
Fedwire-Manual-
Repetitive $14.00 each
Outgoing
Fedwire-Manual-
Freeform $16.00 each
Outgoing
Fedwire-Manual-
Freeform-Indirect $21.00 each
Outgoing
Fedwire-Manual-
Freeform-Paper $27.00 each
Outgoing Book
Transfer-Auto-
Freeform $ 1.50 each
Outgoing Book
Transfer-Manual-
Freeform-Paper $17.00 each
Outgoing Book
Transfer-Manual-
Repetitive $ 5.00 each
Outgoing Book
Transfer-Manual-
Freeform $7.00 each
Outgoing
International
Wire-Manual-
Freeform $40.00 each
Outgoing
International
Wire-Manual-
Repetitive $35.00 each
Incoming Book
Transfer $ 1.00 each
Incoming Fedwire
Transfer $ 6.00 each
Recall Fedwire /
Book Transfer $20.00 each
Tracer Fedwire /
Book Transfer $ 5.00 each
Drawdown
Request-Fedwire
Transfer $16.00 each
28
Information Rep
Terminal / File /
Previous Day
Summary $ 0.20 each
Information Rep
Terminal / File /
Previous Day
Detail $ 0.05 each
Information Rep
Terminal Intra /
Summary $ 0.25 each
Information Rep
Terminal Intra /
Detail $ 0.10 each
Information Rep /
Previous Day
Summary - Web $ 0.20 each
Information Rep /
Previous Day
Detail - Web $ 0.05 each
Information Rep /
Current Day
Summary - Web $ 0.25 each
Information Rep /
Current Day
Detail - Web $ 0.10 each
ACH Return Item
Notification
(Huntingtonview) $ 0.55 each
Auto Investment
Maintenance $ 150.00 each
Check Fine Sort
Processing $ 0.35 each
Check Fine Sort
Maintenance $ 55.00 each
Check Retrieval $ 20.00 month
Visual Archive -
Image $ 0.02 each
Visual Archive -
CD Rom $ 25.00 per CD
BISYS Network
Telecom - Monthly Lease (InvestarONE, PowerImage Access) $2,700.00 per T1 per month***
ISDN Backup for T1 $ 50.00 per month
Telecom - Install (Network Routers) $8,000.00 one-time
Router Maintenance and Support $ 58.00 per router per month
per workstation per
Remote Access - InvestarONE (Workstation/Production Support) $1,500.00 year
per workstation per
Remote Access - PowerImage (Workstation/Production Support) $1,000.00 year
SunGard
CPU Consumption (for custom jobs) $ 0.35 per second
Programming and Development Resources $ 150.00 per hour
per eligible account per
Maintenance of Average Cost History Tables $ 0.01 month
Price/Rate Plugs (for bad prices/rates) $ 150.00 each plug
NSCC Price Profiles $ 10.00 per cusip per month
Blue Zone Access Fee (for dial-up to Investar) $ 125.00 per ID per month
per second (subject to
$ 0.05 a minimum)
Expediter
00
XXX Dial-up $ 100.00 per remote per month
Tapes $ 15.00 per tape
----------------------------------------------------------------------------------------------------------------------------
FanMail - DST Charges
----------------------------------------------------------------------------------------------------------------------------
Dealer Daily Reports $ 0.018
Branch/Rep/Tax ID Daily Reports $ 0.027
Usage Charge - Price File $ 1.75
Price Records $ 0.002
CPU $ 0.350 per second
----------------------------------------------------------------------------------------------------------------------------
Other
----------------------------------------------------------------------------------------------------------------------------
AT&T Telecom (1-800 Lines) $ 0.05 minute
IKON Copies (photocopies) $ 0.06 each
Fed Ex/ Mail average per package -
$ 4.00 actual cost is billed
Storage/ Fireproof - Original Records Storage $ 0.18 per box
Storage/ Fireproof - Original Records Retrieval $ 1.00 per box/retrieval
Storage/ Fireproof - Original Records Refile $ 1.00 per box/refile
Envelopes - Shareholder Correspondence $ 242.00 1000 pieces
Letterhead - Shareholder Correspondence $ 156.00 1000 pieces
per book (up to $5.00
Deluxe Checkbook Orders $ 2.37 for specialty)
XXX Booklets
Customized Forms
Typesetting fees $ 80.00 per hour
Custom form
language drafting $ 295.00 per hour
Custom form
maintenance 750 annually/62.50
service $ 62.50 monthly
Rights to Reproduce (electronic) $ 7,000.00 annually
XXX QuickstartTM (Web) $ 9,500.00 annually
Web hosting
services $ 500.00 monthly
Ad Hoc Reports - One-Time Request $ 150.00 report
monthly - regardless of
Ad Hoc Reports - Scheduled Job $ 250.00 frequency
Prospective Shareholder Fulfillment Services separate fee schedule
for selected vendors
Blue Sky Check Fees $ 8.00 check
30
