Exhibit (h)(iv)
SUB-TRANSFER AGENCY AGREEMENT
-----------------------------
AGREEMENT made this 31st day of March, 2000, between THE FIFTH THIRD BANK
("Fifth Third"), an Ohio state chartered bank, and BISYS FUND SERVICES OHIO,
INC. ("BISYS"), an Ohio corporation.
WHEREAS, Fifth Third has entered into a Transfer Agency and Accounting
Services Agreement, dated December 12, 1989 (the "Transfer Agency Agreement"),
with Fifth Third Funds (the "Company"), a Massachusetts business trust
concerning the provision of transfer agency services for the investment
portfolios of the Company, all as now or hereafter may be established from time
to time (individually referred to herein as a "Fund" and collectively as the
"Funds");
WHEREAS, Fifth Third desires to retain BISYS to assist it in performing
certain transfer agency services for 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 as the Sub-Transfer Agent.
-----------------------------------
BISYS shall perform the transfer agent services set forth in Schedule
A hereto. BISYS also agrees to perform 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 this Agreement, in consideration of such fees as the parties hereto
may agree.
2. Fees.
-----
Fifth Third shall pay BISYS for the services to be provided by BISYS
under this Agreement in accordance with, and in the manner set forth in,
Schedule B hereto. Fees for any additional services to be provided by BISYS
pursuant to an amendment hereto shall be subject to mutual agreement at the time
such amendment is proposed.
3. Reimbursement of Expenses.
--------------------------
In addition to paying BISYS the fees referred to in Section 2 hereof,
Fifth Third 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, Fifth Third, 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;
(e) Sales taxes paid on behalf of the Company;
(f) Expenses associated with the tracking of "as-of" trades;
(g) All systems-related expenses associated with the provision of
special reports and services pursuant to Item 8 of Schedule C
attached hereto;
(h) Expenses associated with the processing of multiple classes of
shares; provided, however, that, the amount to be reimbursed for
the second, third and fourth classes for fifty (50) Funds shall
not exceed $250,000 and, provided further, that the amount to be
reimbursed for each class beyond four (4) and each Fund beyond
fifty (50) shall not exceed $5,000; and
(i) Any expenses BISYS shall incur at the written direction of Fifth
Third or an officer of the Company thereunto duly authorized.
4. Effective Date.
---------------
This Agreement shall become effective on the date upon which the
conversion of shareholder accounts, historical records and other agreed upon
information to BISYS's transfer agency system takes place (the "Effective
Date").
5. Term.
-----
This Agreement shall continue in effect, unless earlier terminated by
either party hereto as provided hereunder, until March 31, 2002 (the "Initial
Term"). Thereafter, the Agreement
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shall continue from time to time until either party terminates the agreement,
which shall be effective upon providing at least one hundred eighty (180) days
written notice to the other party. Notwithstanding the foregoing, this Agreement
may be terminated at any time without penalty (i) by mutual agreement of the
parties or (ii) for "cause," as defined below, upon the provision of advance
written notice by the party alleging cause.
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.
After such termination, for so long as BISYS, with the written consent
of Fifth Third, 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 Fifth Third upon such termination shall
be immediately due and payable upon and notwithstanding such termination. BISYS
shall be entitled to collect from Fifth Third, 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.
If, during the Initial Term, for any reason other than mutual
agreement of the parties or "cause," BISYS is replaced as sub-transfer agent,
then Fifth Third 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 due BISYS for the lesser of (A) the next
twelve months or (B) the remainder of the then-current term of this Agreement
assuming for purposes of calculation of the payment that such balance shall be
based upon the average amount of the Company's assets for the twelve months
prior to the date BISYS is replaced.
In the event the Company 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
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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 sub-
transfer agency services consistent with this Agreement, including the level of
assets 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 BISYS is
replaced.
The parties further acknowledge and agree that, in the event BISYS is
replaced, 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.
In the event either party gives notice of termination of this
Agreement as provided in this Section, BISYS will cooperate and use all
reasonable efforts to assist with the conversion of the data and records
maintained by it hereunder to, and the assumption of the services provided by it
hereunder by, a replacement provider of transfer agency services.
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 Fifth Third 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 Fifth Third, BISYS, at
its discretion, shall be entitled to seek, receive and act upon advice of legal
counsel of its choosing and BISYS shall in no event be liable to Fifth Third,
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 Trustees or by the
shareholder or shareholder's agent, as the case may be.
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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 Fifth Third
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. Fifth Third 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 a duly authorized representative of the Company or Fifth Third;
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 Fifth Third written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of
BISYS.
BISYS agrees to indemnify and hold harmless Fifth Third, 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,
reasonable counsel fees and other expenses of every nature and character arising
out of or in any way relating to BISYS' bad faith, willful misfeasance,
negligence or reckless disregard by it of its obligations and duties with
respect to the performance of services under this Agreement; provided, that
prior to confessing any claim against it which may be the subject of this
indemnification, Fifth Third shall give BISYS written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of Fifth
Third.
10. Record Retention and Confidentiality.
-------------------------------------
BISYS shall keep and maintain on behalf of the Company all books and
records which Fifth Third has agreed to keep and maintain pursuant to Sections
1.09 and 2.03 of the Transfer Agency Agreement. 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 Fifth Third or 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 Fifth Third or the Company, the shareholder, or
shareholder's agent, or the dealer of record as to such account.
5
11. Reports.
--------
BISYS will furnish to Fifth Third and to the Company's 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 C attached
hereto, or as subsequently agreed upon by the parties pursuant to an amendment
to Schedule C. Fifth Third agrees to examine, or cause an authorized
representative of the Company to examine, each such report or copy promptly and
will report or cause to be reported any errors or discrepancies therein.
12. Rights of Ownership.
--------------------
All computer programs and procedures developed to perform services
required to be provided by BISYS under this Agreement are the property of BISYS.
All records and other data except such computer programs and procedures are the
exclusive property of the Company and all such other records and data will be
furnished to the Company in a reasonable, appropriate form that is agreed upon
by the parties 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 or Fifth Third'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, such documents and
records will be retained by BISYS (i) for six years from the year of creation or
(ii) for such period of time that is required by the federal securities laws or
the rules and regulations of the Commission, whichever is longer. At the end of
such period, such records and documents will be turned over to the Company or
Fifth Third unless the Company or Fifth Third authorizes in writing the
destruction of such records and documents.
14. Bank Accounts.
--------------
To the extent that the performance of services hereunder shall require
BISYS to authorize disbursement of amounts for payment of dividends, redemption
proceeds or other purposes, the Company and Funds shall provide the Company's
custodian with all instructions and authorizations necessary for BISYS to
authorize such disbursements.
15. Representations of Fifth Third.
-------------------------------
Fifth Third certifies to BISYS that this Agreement has been duly
authorized by Fifth Third and, when executed and delivered by Fifth Third, will
constitute a legal, valid and binding obligation of Fifth Third, enforceable
against Fifth Third in accordance with its terms, subject to
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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; (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; 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 rights and remedies of creditors and
secured parties.
17. Insurance.
----------
The Company 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. BISYS shall notify Fifth Third 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 Fifth Third 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
Fifth Third from time to time as may be appropriate of the total outstanding
claims made by BISYS under its insurance coverage.
18. Information Furnished by Fifth Third.
-------------------------------------
Fifth Third has furnished to BISYS the following:
(a) Copies of the Declaration of Trust of the Company and the
Declaration of Trust of Fifth Third and of any amendments
thereto, certified by the proper official of the state in which
each such document has been filed.
(b) Copies of the following documents:
1. The Company's and Fifth Third's Bylaws and any amendments
thereto;
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2. Certified copies of the following resolutions:
A. Resolutions of the Board of Directors/Trustees of Fifth
Third authorizing (i) a specified officer of Fifth
Third to execute and deliver this Agreement and (ii)
specified officers of Fifth Third to instruct BISYS
hereunder; and
B. Resolutions of the Board of Directors/Trustees of the
Company authorizing (i) Fifth Third to act as Transfer
Agent for the Company and (ii) specified officers of
the Company to instruct Fifth Third pursuant to the
Transfer Agency Agreement.
(c) A list of all officers of the Company and Fifth Third, 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
Fifth Third's appointment as Fifth Third's (or as of the date on
which Fifth Third's 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 Fifth Third the following:
(a) BISYS' Articles of Incorporation and any amendments thereto.
(b) BISYS' Bylaws and any amendments thereto.
(c) Certified copies of actions of BISYS covering the following
matters:
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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 Sub-Transfer Agent for the
Company.
(d) A copy of the most recent independent accountants' report
relating to BISYS' internal accounting control systems as filed
with the Commission pursuant to Rule 17Ad-13 under the Exchange
Act.
20. Amendments to Documents.
------------------------
Fifth Third 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.
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 Fifth Third pursuant to Sections 18 and 20 of
this Agreement and Fifth Third 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; provided, however, that
such 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. 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 Fifth Third 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,
Fifth Third represents and warrants that the Company has assumed 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. Fifth Third further 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.
BISYS shall not be responsible for the offer or sale of shares of the
Funds in violation of any requirement under the federal securities laws or
regulations or in violation of any stop order
9
or other determination or ruling by any federal agency unless the violation
results from any action or omission by BISYS or any of its agents or sub-
contractors which fails to comply with written instructions of Fifth Third or
the Company or any officer of the Company that no offers or sales be made in
general.
23. Notices.
--------
Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
following address: if to Fifth Third, at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, Attention: Chief Legal Counsel; and if to BISYS, at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: 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. 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 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 construed and enforced in accordance with the
laws of the State of Ohio and the applicable provisions of the 1940 Act. To the
extent that applicable laws of the State of Ohio, or any of the provisions
herein, conflict with applicable provisions of the 1940 Act, the latter shall
control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE FIFTH THIRD BANK
By:________________________________
Title:_____________________________
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BISYS FUND SERVICES OHIO, INC.
By:________________________________
Title:_____________________________
11
SCHEDULE A
----------
TO THE
SUB-TRANSFER AGENCY AGREEMENT
BETWEEN
THE FIFTH THIRD BANK
AND
BISYS FUND SERVICES OHIO, INC.
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.
g. Perform all processing functions to support a proprietary cash sweep
program.
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.
A-1
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 or is required to file a form of
notification.
b. Prepare and distribute appropriate Internal Revenue Service forms for
corresponding Fund and shareholder income and capital gains.
c. Issue tax withholding reports to the Internal Revenue Service.
4. Dealer/Load Processing (if applicable)
--------------------------------------
a. Provide reports for tracking rights of accumulation and purchases
made under a Letter of Intent.
b. Account for separation of shareholder investments from transaction
sale charges for purchase of Fund shares.
c. Calculate and pay 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.
e. Prepare and distribute appropriate reports, including sales reports
and reports to the Company's Board of Trustees, needed to support "B",
"C" and other share classes of the Company.
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.
A-2
SCHEDULE B
----------
TO THE
SUB-TRANSFER AGENCY AGREEMENT
BETWEEN
THE FIFTH THIRD BANK
AND
BISYS FUND SERVICES OHIO, INC.
FEES
----
Asset-Based Fees:
-----------------
Pursuant to Section 2 and subject to the fee schedule set forth below under
"Account-Based Fees," in consideration of the services rendered and expenses
assumed pursuant to this Agreement, Fifth Third will pay or cause to be paid to
BISYS on the first business day of each month, or at such time(s) as the parties
hereto shall agree, a fee computed daily at the annual rate of:
2.25 one-hundredths of one percent (.0225%)
of each Fund's average daily net assets.
Account-Based Fees:
-------------------
Notwithstanding the foregoing, and subject to the limitation set forth
below, in the event the combined net assets of all of the Funds fall below $3.5
billion at any time during the term of this Agreement, Fifth Third shall pay or
cause to be paid to BISYS the sum of (i) the asset-based fee set forth above and
(ii) an account-based fee of $20 per account; provided, however, that in no
event shall the total fee payable under this paragraph exceed the asset-based
fee amount payable on combined average daily net assets of $3.5 billion.
Out-of-pocket Expenses:
-----------------------
BISYS shall be entitled to be reimbursed for its out-of-pocket expenses, as
set forth in Section 3 of the Sub-Transfer Agency Agreement to which this
Schedule B is attached.
B-1
SCHEDULE C
----------
TO THE
SUB-TRANSFER AGENCY AGREEMENT
BETWEEN
THE FIFTH THIRD BANK
AND
BISYS FUND SERVICES OHIO, INC.
REPORTS
-------
1. Daily Shareholder Activity Journal
2. Daily Fund Activity Summary Report
a. Beginning Balance
b. Dealer Transactions
c. Shareholder Transactions
d. Reinvested Dividends
e. Exchanges
f. Adjustments
g. Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dealer Processing Reports
5. Monthly Dividend Reports
6. Sales Data Reports
7. Annual report by independent public accountants concerning BISYS'
shareholder system and internal accounting control systems to be filed with
the Securities and Exchange Commission pursuant to Rule 17Ad-13 of the
Securities Exchange Act of 1934, as amended.
8. Such special reports and additional information that the parties may
agree upon, from time to time.
C-1