1
Exhibit (h)(19)
ADDENDUM NO. 9 TO TRANSFER AGENCY AGREEMENT
This Addendum, dated as of February 12, 1999, is entered into between
THE ARCH FUND, INC. (the "Fund"), a Maryland corporation, and BISYS FUND
SERVICES OHIO, INC. ("BISYS Ohio"), an Ohio corporation formerly known as The
Winsbury Service Corporation.
WHEREAS, the Fund and BISYS Ohio have entered into a Transfer Agency
Agreement dated as of October 1, 1993 as amended March 15, 1994, March 1, 1995,
July 10, 1995, September 29, 1995 November 15, 1996, February 14, 1997, November
21, 1997 and November 2, 1998 (the "Transfer Agency Agreement"), pursuant to
which the Fund appointed BISYS Ohio to act as Transfer Agent for the Fund's ARCH
Money Market, Treasury Money Market, Growth & Income Equity, Small Cap Equity
(formerly Emerging Growth), Government & Corporate Bond, U.S. Government
Securities, Balanced, International Equity, Short-Intermediate Municipal,
Tax-Exempt Money Market, Missouri Tax-Exempt Bond, Kansas Tax-Exempt Bond,
Equity Income, National Municipal Bond, Intermediate Corporate Bond (formerly
Short-Intermediate Corporate Bond), Equity Index, Bond Index, Small Cap Equity
Index and Growth Equity Portfolios;
WHEREAS, Section 20 of the Transfer Agency Agreement provides that no
provision of the Agreement may be changed, discharged or terminated orally, but
only by an instrument in writing signed by the party against which enforcement
of the change, discharge or termination is sought; and
WHEREAS, the Fund has notified BISYS Ohio that it has established a new
portfolio, namely, the Conning Money Market Portfolio (the "New Portfolio"), and
that it desires to retain BISYS Ohio to act as the Transfer Agent therefor, and
BISYS Ohio has notified the Fund that it is willing to serve as Transfer Agent
for the New Portfolio.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. APPOINTMENT. The Fund hereby appoints BISYS Ohio to act as Transfer
Agent for the New Portfolio for the period and on the terms set forth in the
Transfer Agency Agreement. BISYS Ohio hereby accepts such appointment and agrees
to render the services set forth in the Transfer Agency Agreement, for the
compensation herein provided.
2. FEES. For the services provided and expenses assumed pursuant to the
Transfer Agency Agreement with respect to the New Portfolio, the Fund will pay
BISYS Ohio in accordance with, and in the manner set forth in, Appendix C
hereto. Fees for any additional services to be provided by the Transfer Agent
pursuant to an amendment to Appendix B hereto shall be subject to mutual
agreement at the time such amendment to Appendix B is proposed.
2
3. TERMS. From and after the date hereof, the term "Portfolios" as used
in the Transfer Agency Agreement shall be deemed to include the New Portfolio.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Transfer Agency Agreement.
4. APPENDIX A. Appendix A to the Transfer Agency Agreement is hereby
supplemented to read as set forth in Appendix A attached hereto.
5. MISCELLANEOUS. Except to the extent supplemented hereby, the
Transfer Agency Agreement shall remain unchanged and in full force and effect
and is hereby ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of
the date and year first above written.
THE ARCH FUND, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx
President
BISYS FUND SERVICES OHIO, INC.
By: /s/ J. Xxxxx Xxxxx
-------------------------
J. Xxxxx Xxxxx
President
-2-
3
APPENDIX A
TO THE
TRANSFER AGENCY AGREEMENT
BETWEEN
THE ARCH FUND, INC.
AND
BISYS FUND SERVICES OHIO, INC. (FORMERLY
KNOWN AS THE WINSBURY SERVICE CORPORATION)
--------------------------------------------------------------------------------
Money Market Portfolio (Trust shares, Investor A shares, Institutional shares,
Investor B shares and S shares)
Treasury Money Market Portfolio (Trust shares, Investor A shares, Institutional
shares and S shares)
Growth & Income Equity Portfolio (Trust shares, Investor A shares, Institutional
shares and Investor B shares)
Small Cap Equity Portfolio (Trust shares, Investor A shares, Institutional
shares and Investor B shares)
Government & Corporate Bond Portfolio (Trust shares, Investor A shares,
Institutional shares and Investor B shares)
U.S. Government Securities Portfolio (Trust shares, Investor A shares,
Institutional shares and Investor B shares)
Balanced Portfolio (Trust shares, Investor A shares, Institutional shares and
Investor B shares)
International Equity Portfolio (Trust shares, Investor A shares, Institutional
shares and Investor B shares)
Short-Intermediate Municipal Portfolio (Trust Shares and Investor A shares)
Tax-Exempt Money Market Portfolio (Trust shares, Investor A shares and S shares)
Missouri Tax-Exempt Bond Portfolio (Trust shares, Investor A shares and
Investor B shares)
Kansas Tax-Exempt Bond Portfolio (Trust shares, Investor A shares and Investor B
shares)
A-1
4
Equity Income Portfolio (Trust shares, Investor A shares, Institutional shares
and Investor B shares)
National Municipal Bond Portfolio (Trust shares, Investor A shares and Investor
B shares)
Intermediate Corporate Bond Portfolio (Trust shares, Investor A shares and
Institutional shares)
Equity Index Portfolio (Trust shares, Investor A shares and Institutional
shares)
Bond Index Portfolio (Trust shares, Investor A shares and Institutional shares)
Small Cap Equity Index Portfolio (Trust shares, Investor A shares and
Institutional shares)
Growth Equity Portfolio (Trust shares, Investor A shares, Institutional shares
and Investor B shares)
Conning Money Market Portfolio (shares)
X-0
0
XXXXXXXX X
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE ARCH FUND, INC. AND BISYS FUND SERVICES OHIO, INC.
(FORMERLY KNOWN AS THE WINSBURY SERVICE CORPORATION)
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 10 under the Securities
Exchange Act of 1934, as amended, and in accordance with Section 8-408 of
the Maryland Commercial Law Article, 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 reinvestment.
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 and the States in which the Fund is
registered.
b. Prepare and distribute appropriate Internal Revenue Service forms for
corresponding Portfolio and shareholder income and capital gains.
c. Issue tax withholding reports to the Internal Revenue Service.
B-1
6
4. DEALER/LOAD PROCESSING
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 in connection with purchases and redemptions of Portfolio 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 Portfolio.
5. SHAREHOLDER ACCOUNT MAINTENANCE
a. Maintain all shareholder records for each account in the Company.
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.
e. Provide sub-accounting services for a record holder upon request of such
record holder.
X-0
0
XXXXXXXX X
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE ARCH FUND, INC. AND BISYS FUND SERVICES OHIO, INC.
(FORMERLY KNOWN AS THE WINSBURY SERVICE CORPORATION)
FEE SCHEDULE
A. ANNUAL BASE FEE
1. Portfolios which have Investor A Shares shall pay an Annual Base Fee of
$10,000 plus $19 per shareholder per Portfolio.
2. Portfolios which have Investor B Shares shall pay an Annual Base Fee of
$10,000 plus $19 per shareholder per Portfolio.
3. Portfolios which have Trust Shares shall pay an Annual Base Fee of $8,000
plus $15 per shareholder per Portfolio.
4. Portfolios which have Institutional Shares shall pay an Annual Base Fee of
$8,000 plus $15 per shareholder per Portfolio.
5. Portfolios which have Shares shall pay an Annual Base Fee of $10,000 plus
$19 per shareholder per Portfolio.
B. ANNUAL ADDITIONAL FEES. THESE FEES ARE IN ADDITION TO THE ANNUAL BASE FEES.
1. Portfolios participating in the Asset Advisor (asset allocation) program
shall pay an annual fee of $3,000 per Portfolio
2. Out of pocket costs, including postage, Tymnet charges, statement/confirm
paper, forms, and microfiche will be added to the Transfer Agency Fees.
C. ALLOCATION OF FEES. Transfer Agency fees paid under this Agreement shall be
treated as an expense of the Company and shall be accrued and allocated
pro rata each month to the Portfolios on the basis of their respective net
assets at the end of the preceding month and paid monthly.
X-0
0
XXXXXXXX X
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE ARCH FUND, INC. AND BISYS FUND SERVICES OHIO, INC.
(FORMERLY KNOWN AS THE WINSBURY SERVICE CORPORATION)
REPORTS
I. Daily Shareholder Activity Journal
II. Daily Portfolio Activity Summary Report
A. Beginning Balance
B. Dealer Transactions
C. Shareholder Transactions
D. Reinvested Dividends
E. Exchanges
F. Adjustments
G. Ending Balance
III. Daily Wire and Check Registers
IV. Monthly Dealer Processing Reports
V. Monthly Dividend Reports
VI. Sales Data Reports for Blue Sky Registration
VII. Annual report by independent auditors concerning the Transfer Agent's
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.
