TRANSFER AGENCY AGREEMENT
AGREEMENT made this 13th day of February, 1998, between VINTAGE MUTUAL
FUNDS, INC. (the "Company"), a Maryland corporation having its principal place
of business at 0000 Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000, and BISYS FUND
SERVICES, INC. ("BISYS"), a Delaware corporation having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Company desires that BISYS perform certain services for each
series of the Company identified in Schedule A hereto (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.
BISYS shall perform for the Company the transfer agent services set forth
in Schedule B hereto. BISYS also agrees to perform for the Company 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, in its discretion, appoint in writing other parties qualified to
perform transfer agency services reasonably acceptable to the Company
(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
Company 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.
The Company 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.
3. Reimbursement of Expenses.
In addition to paying BISYS the fees described in Section 2 hereof, the
Company 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 Company 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 Company, the Company'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 Company thereunto duly authorized.
4. Effective Date.
This Agreement shall become effective as of the date first written above
(the "Effective Date").
5. Term.
This Agreement shall continue in effect with respect to a Fund, unless
earlier terminated by either party hereto as provided hereunder, until February
13, 2000 (the "Initial Term"). Thereafter, unless otherwise terminated as
provided herein, this Agreement shall be renewed automatically for successive
one-year periods ("Rollover Periods"), provided however, that this Agreement may
be terminated without penalty (i) by mutual agreement of the parties, (ii)
during the Initial Term for "cause" as defined below, upon the provision of 60
days advance written notice by the party alleging cause, or (iii) during any
Rollover Period for any reason upon 60 days advance written notice by either
party.
For purposes of this Agreement, "cause" shall mean (a) a material breach of
this Agreement that has not been cured within 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.
After such termination, for so long as BISYS, with the written consent of
the Company, 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 Company upon such termination shall
be immediately due and payable upon and notwithstanding such termination. BISYS
shall be entitled to collect from the Company, 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 Company and/or
its distributor or investment adviser and/or other parties, of the Company's
property, records, instruments and documents, or any copies thereof. To the
extent that BISYS may retain in its possession copies of any Company documents
or records subsequent to such termination which copies had not been requested by
or on behalf of the Company in connection with the termination process described
above, BISYS, for a reasonable fee, will provide the Company with reasonable
access to such copies.
During the Initial Term, if without cause, 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 Company shall make
a one-time cash payment, as liquidated damages to, BISYS equal to the balance
due BISYS for the remainder of the term of this Agreement, assuming for purposes
of calculation of the payment that the number of shareholder accounts within the
Company on the date BISYS is replaced, or a third party is added, will remain
constant for the balance of the contract term.
In the event the Company is merged into another legal entity in part or in
whole or is otherwise liquidated in part or in whole pursuant to a business
reorganization prior to the expiration of the then-current term of this
Agreement, the parties acknowledge and agree that (i) 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 and
(ii) for purposes of calculating the payment amount representing liquidated
damages, the number of shareholder accounts within the Company shall be the
greater of: (i) the number of shareholder accounts at the time the Company's
Board of Directors receives notification of an intention on the part of Fund
management to effect such a business reorganization; (ii) the number of
shareholder accounts at the time the Company's Board of Directors formally
approves such a business reorganization; or (iii) the number of shareholder
accounts on the day prior to the first day during which assets are transferred
by the Company to the surviving entity pursuant to the plan of reorganization.
The one-time cash payment referenced above shall be due and payable on the day
prior to the first day during which assets are transferred to the surviving
entity pursuant to the plan of reorganization.
The parties further acknowledge and agree that, in the event 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. Uncontrollable Events.
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.
7. Legal Advice.
BISYS shall notify the Company 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 Company, 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 Company 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 liable to
the Company or any Fund or any shareholder or beneficial owner of the Company
for any action reasonably taken pursuant to such advice.
8. Instructions.
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 Company 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 Company or
any other person authorized by the Company's Board of Directors 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 Company 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 Company.
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 Company 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 Company 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 Company, 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 Company 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 Company all books and
records which the Company 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 Company and to make such
books and records available for inspection by the Company 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
Company 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 Company, the shareholder, or shareholder's agent, or the dealer
of record as to such account.
11. Reports.
BISYS will furnish to the Company and to its properly-authorized auditors,
investment advisers, examiners, distributors, dealers, underwriters, salesmen,
insurance companies and others designated by the Company 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 Company agrees to examine each such report or copy promptly and will report
or cause to be reported any errors or discrepancies therein not later than three
business days from the receipt thereof. In the event that errors or
discrepancies, except such errors and discrepancies as may not reasonably be
expected to be discovered by the recipient within three days after conducting a
diligent examination, are not so reported within the aforesaid period of time, a
report will for all purposes be accepted by and be binding upon the Company and
any other recipient, and BISYS shall have no liability for errors or
discrepancies therein and shall have no further responsibility with respect to
such report except to perform reasonable corrections of such errors and
discrepancies within a reasonable time after requested to do so by the Company.
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 Company and all such other records and data will be
furnished to the Company 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 Company's
demand, turn over to the Company 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 Company, 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
Company unless the Company authorizes in writing the destruction of such records
and documents.
14. Bank Accounts.
The Company and the Funds shall establish and maintain such bank accounts
with such bank or banks as are selected by the Company, 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 Company and Funds shall provide such bank or banks with all
instructions and authorizations necessary for BISYS to effect such
disbursements.
15. Representations of the Company.
The Company 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 Articles of Incorporation,
shares of each Fund which are redeemed by the Company may be sold by the Company
from its treasury, and (c) this Agreement has been duly authorized by the
Company and, when executed and delivered by the Company, will constitute a
legal, valid and binding obligation of the Company, enforceable against the
Company 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
Company 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.
BISYS shall notify the Company 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 Company 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 Company 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 Company and Funds.
The Company has furnished to BISYS the following:
(a) Copies of the Articles of Incorporation of the Company 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 Company's By-Laws and any amendments thereto;
2. Certified copies of resolutions of the Board of Directors covering the
following matters:
A. Approval of this Agreement and authorization of a specified officer of the
Company to execute and deliver this Agreement and authorization for
specified officers of the Company to instruct BISYS hereunder; and
B. Authorization of BISYS to act as Transfer Agent for the Company on behalf
of the Funds.
(c) A list of all officers of the Company, 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
Company):
1. Prospectuses and Statement of Additional Information;
2. Distribution Agreement; and
3. All other forms commonly used by the Company 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 Company
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 Company for all shares outstanding, such statement to
be certified by the Treasurer of the Company.
19. Information Furnished by BISYS.
BISYS has furnished to the Company 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 Company.
(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.
20. Amendments to Documents.
The Company 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 Company agrees
that no amendments will be made to the Prospectuses or Statement of Additional
Information of the Company 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 Company
first obtains BISYS' approval of such amendments or changes.
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 Company pursuant to Sections 18 and 20 of this
Agreement and the Company 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 unless the Company first obtains BISYS'
written consent to and approval of such amendments or changes.
22. Compliance with Law.
Except for the obligations of BISYS set forth in Section 10 hereof, the
Company assumes full responsibility for the preparation, contents, and
distribution of each prospectus of the Company 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 Company's shares. The Company
represents and warrants that no shares of the Company will be offered to the
public until the Company's registration statement under the 1933 Act and the
1940 Act has been declared or becomes effective.
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: 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.
25. 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. 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
This Agreement shall be governed by and provisions shall be construed in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day
and year first above written.
VINTAGE FUNDS, INC.
By: /s/_____________________________
BISYS FUND SERVICES, INC.
By: /s/_____________________________
Dated: February 13, 1998
SCHEDULE A
TO THE
TRANSFER AGENCY AGREEMENT
BETWEEN
VINTAGE MUTUAL FUNDS, INC. AND
BISYS FUND SERVICES, INC.
Portfolios
Liquid Assets Fund ("T" Class only)
Municipal Assets Fund ("T" Class only)
Government Assets Fund ("T" Class Only)
Vintage Income Fund
Vintage Bond Fund
Vintage Municipal Bond Fund
Vintage Equity Fund
Vintage Balanced Fund
Vintage Aggressive Growth Fund
Vintage Limited Term Bond Fund
VINTAGE FUNDS, INC.
By:
Title:
BISYS FUND SERVICES, INC.
By:
Title:
Dated: February 13, 1998
SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
VINTAGE MUTUAL FUNDS, INC.
AND
BISYS FUND SERVICES, INC.
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 units 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 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 for 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 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.
Dated: February 13, 1998
SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
VINTAGE MUTUAL FUNDS, INC.
AND
BISYS FUND SERVICES, INC.
TRANSFER AGENT FEES
Annual Base Fee: Subject to the annual minimums set forth below, each Fund shall
pay the following annual base fees:
Daily Dividend Funds $16 per shareholder account
All other Funds $14 per shareholder account
Minimum Fees: Notwithstanding the fee amounts set forth above, the annual base
fee shall not be less than the following minimum fee amounts:
1. Vintage Limited Term Bond, Vintage Equity Fund ("T" Shares), Vintage Bond
Fund and Municipal Assets Fund ("T" Shares)
# of Shareholders Minimum Fee Amount
0 - 99 $6,000
100 - 199 12,000
200 - 299 18,000
300 - 499 24,000
500 + 36,000
2. All Other Funds
$18,000 for a Fund with less than 100 shareholders
$24,000 for a Fund with 100 or more shareholders but less than 500
shareholders
$36,000 for a Fund with 500 or more shareholders
Other Provisions: For Funds with more than one class of shares, this fee
schedule shall apply separately to each class.
Additional services such as processing of individual retirement accounts shall
pay additional fees as agreed in writing between the parties
Special reports or specialized processing, the programming costs or data base
management fees for such services will be agreed upon in writing by the parties
All fees are subject to an annual increases as agreed in writing between the
parties
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 this Agreement.
VINTAGE MUTUAL FUNDS, INC.
By:
Title:
BISYS FUND SERVICES, INC.
By:
Title:
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
VINTAGE MUTUAL FUNDS, INC.
AND
BISYS FUND SERVICES, INC.
REPORTS
1. Daily Account Holder Activity Journal
2. Daily Portfolio Activity Summary Report
a. Beginning Balance
b. Account Holder Transactions
c. Reinvested Dividends
d. Exchanges
e. Adjustments
f. Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dividend Reports
5. Monthly Dealer Processing 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 and Exchange Act of 1934, as amended.
