EXHIBIT (h)(4)
TRANSFER AGENCY AGREEMENT
TRANSFER AGENCY AGREEMENT (the "Agreement") dated as of December 16, 2005
between The Coventry Group (the "Company") and BISYS Fund Services Ohio, Inc.
("BISYS").
WHEREAS, the Company is registered with the Securities and Exchange
Commission (the "Commission") as an open-end management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company desires that BISYS perform transfer agency services
for the Company and each investment portfolio of the Company as now in existence
and listed on Schedule A to this Agreement and as hereafter may be established
from time to time (individually referred to herein as the "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 covenants hereinafter contained,
the Company and BISYS hereby agree as follows:
1. Services
(a) BISYS shall perform for the Company the transfer agent services set
forth in Schedule B to this Agreement. 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
of this Agreement, in consideration of such fees as the parties to this
Agreement may agree.
(b) BISYS may utilize agents in its performance of its services and, with
prior notice to the Company, may appoint in writing other parties qualified to
perform transfer agency services reasonably acceptable to the Company
(individually, a "Sub-Agent") to carry out some or all of its responsibilities
under this Agreement; provided, however, that any Sub-Agent retained by BISYS
shall be the agent of BISYS and not the agent of the Company, and that BISYS
shall be fully responsible for the acts of such Sub-Agent and BISYS shall not be
relieved of any of its responsibilities under this Agreement by the appointment
of a Sub-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 to
this Agreement. Fees for any additional services to be provided by BISYS
pursuant to an amendment to Schedule B to this Agreement 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
Company shall reimburse BISYS for BISYS' reasonable out-of-pocket expenses
incurred in providing services under this Agreement, including without
limitation, the following:
(i) 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;
(ii) All printing, production (including graphics support, copying,
and binding) and distribution expenses incurred in relation to
materials for meetings of the Company's Board of Trustees (the
"Board");
(iii) 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
under this Agreement;
(iv) Sales taxes paid on behalf of the Company;
(v) The cost of microfilm or microfiche or other electronic
retention of records or other materials;
(vi) Courier (delivery expenses);
(vii) Check processing fees;
(viii) Records retention / storage fees;
(ix) Fulfillment;
(x) ▇▇▇ custody and other related fees;
(xi) NSCC and related costs;
(xii) Sales taxes;
(xiii) Costs of statements and confirmations;
(xiv) Costs of tax forms;
(xv) Costs of all other shareholder correspondence;
(xvi) Post office boxes; and
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(xvii)Any expenses BISYS shall incur at the written direction of
an officer of the Company thereunto duly authorized.
(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 BISYS'
then-current rate; 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 under this
Agreement;
(ii) System development fees, billed at BISYS' then-current rate,
and all systems-related expenses, billed at BISYS'
then-current rate, associated with the provision of special
reports and services pursuant to Item 8 of Schedule D attached
to this Agreement;
(iii) Fees for development of custom interfaces, billed at BISYS'
then-current rate;
(iv) Ad hoc reporting fees;
(v) Interactive Voice Response System fees;
(vi) Expenses associated with the tracking of "as-of" trades; 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 Company.
4. Effective Date
This Agreement shall become effective as of the date first written above
(the "Effective Date").
5. Term
(a) This Agreement shall continue in effect for an initial term of three
years from the Effective Date (the "Initial Term"). Thereafter, unless otherwise
terminated pursuant to this Agreement, this Agreement shall be renewed
automatically for successive one year periods ("Rollover Periods"). This
Agreement may be terminated only (i) by provision of a written notice of
non-renewal provided at least 90 days before the end of the Initial Term or any
Rollover Period (which notice of non-renewal will
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cause this Agreement to terminate as of the end of the Initial Term or such
Rollover Period, as applicable), or (ii) for "cause," as defined below, upon the
provision of at least 90 days advance written notice by the party alleging
cause.
(b) For purposes of this Section 5, "cause" shall mean (i) a material
breach of this Agreement that has not been remedied within 30 days following
written notice of such breach from the non-breaching party; (ii) 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 (iii) 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.
(c) Notwithstanding the foregoing termination provisions, 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 to this Agreement) with the consent of the Company, the provisions of
this Agreement, including without limitation the provisions dealing with
compensation and 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. The Company shall pay to BISYS, in addition to the fees and
expenses provided in Sections 3 and 4 of this Agreement, the amount of all of
BISYS' reasonable cash disbursements in connection with BISYS' activities in
effecting such termination, including without limitation, the delivery to the
Company, its investment adviser and/or other parties of the Company's property,
records, instruments and documents, such amount to be paid on or before the date
of such termination.
(d) If, for any reason other than (i) non-renewal, (ii) mutual agreement
of the parties or (iii) "cause", the Company terminates this Agreement, or the
Company terminates BISYS' services, or BISYS is replaced as service provider to
the Company or some or all of the Funds, then the Company shall make a one-time
cash payment to BISYS, in consideration of the fee structure and services to be
provided under this Agreement, equal to the balance that would be due BISYS for
its services under this Agreement during the lesser of (x) the balance of the
Initial Term or any applicable Rollover Period, as the case may be, or (y )12
months, assuming for purposes of the calculation of the one-time payment that
the fees that would be earned by BISYS for each month would be based upon the
average fees payable to BISYS monthly during the 12 months before the date of
the event that triggers such payment.
(e) In the event that the Company or any Fund is, in part or in whole,
liquidated, dissolved, merged into a third party, acquired by a third party, or
involved in any other transaction that materially reduces the assets and/or
accounts serviced by BISYS pursuant to this Agreement, the liquidated damages
provision set forth above shall be applicable.
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(f) If one of the events described above is partial (e.g., a termination
of BISYS as provider of some but not all of the services set forth in this
Agreement, or a liquidation of some but not all of the Funds), the liquidated
damages amount payable by the Company shall be appropriately adjusted on a pro
rata basis.
(g) Any liquidated damages amount payable to BISYS shall be paid by the
Company on or before the date of the event that triggers the payment obligation.
(h) The parties further acknowledge and agree that, upon the occurrence of
any of the events described above: (i) a determination of actual damages
incurred by BISYS would be extremely difficult, and (ii) the liquidated damages
payment described above is intended to adequately compensate BISYS for damages
incurred and is not intended to constitute any form of penalty.
6. Standard of Care; Force Majeure; Limitation of Liability
(a) BISYS shall use reasonable professional diligence in the performance
of services 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 reckless disregard by it of its obligations and
duties. The duties of BISYS shall be confined to those expressly set forth in
this Agreement, and no implied duties are assumed by or may be asserted against
BISYS under this Agreement.
(b) Notwithstanding 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 BISYS' control.
Events beyond BISYS' control include, without limitation, force majeure events,
such as natural disasters, actions or decrees of governmental bodies, and
communication lines failures that are not the fault of either party. In the
event of force majeure, computer or other equipment failures or other events
beyond its 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.
(c) BISYS shall provide the Company, at such times as the Company may
reasonably request, copies of reports rendered by independent auditors on the
internal controls and procedures of BISYS relating to the services provided by
BISYS under this Agreement.
(d) 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.
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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. 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 unless
relating to a matter involving BISYS' willful misfeasance, bad faith, gross
negligence or reckless disregard of BISYS' responsibilities and duties under
this Agreement, 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 / Certain Procedures, etc.
(a) Whenever BISYS is requested or authorized to take action under this
Agreement 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 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 under this Agreement a
certificate signed by an officer of the Company or any other person authorized
by the Board or by the shareholder or shareholder's agent, as the case may be.
(b) As to the services to be provided under this Agreement, BISYS may rely
conclusively upon the terms of the Prospectuses and Statement of Additional
Information of the Company 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 Company.
(c) The parties to this Agreement 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 Company
(other than an officer or employee of BISYS) does not conflict with or violate
any requirements of the Company's Charter, By-Laws or then-current prospectuses,
or any rule, regulation or requirement of any regulatory body.
(d) The Company 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
Company upon request. BISYS may apply the BISYS As-Of Trading Policy whenever
applicable, unless
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BISYS agrees in writing to process trades according to such other as-of trading
policy as may be adopted by the Company and furnished to BISYS by the Company.
(e) The Company 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 Company 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
Company (other than an employee of BISYS) and delivered to BISYS (an
"Exception"); provided that an Exception concerning the requirements of the
Company's AML Program shall be authorized by the Company's AML Compliance
Officer (as defined in Section 15 of this Agreement). 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 Company 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 Company resulting from the Exception, and the Company
shall indemnify BISYS and hold BISYS harmless from any loss, liability, expenses
(including reasonable attorneys fees) and damages resulting to BISYS therefrom.
9. Indemnification
(a) The Company shall indemnify and hold harmless BISYS and its employees,
agents, directors, officers and nominees from and against any claims, demands,
actions, suits, judgments, liabilities, losses, damages, costs, charges, counsel
fees and other expenses including reasonable investigation expenses
(collectively, "Losses") resulting directly and proximately from BISYS'
performance of services under this Agreement or based, if applicable, upon
BISYS' reasonable reliance on information, records, instructions or requests
pertaining to services hereunder, that are given or made to BISYS by the
Company, the investment adviser, or other authorized agents of the Company;
provided that this indemnification shall not apply to actions or omissions of
BISYS involving bad faith, willful misfeasance, negligence or reckless disregard
by BISYS of its obligations and duties under this Agreement.
(b) BISYS shall indemnify, defend, and hold the Company, and its trustees,
officers, agents and nominees harmless from and against Losses resulting
directly and proximately from BISYS' willful misfeasance, bad faith or
negligence in the performance of, or the reckless disregard of, its duties or
obligations hereunder; provided that this indemnification shall not apply to
actions or omissions of the Company involving bad faith, willful misfeasance,
negligence or reckless disregard by the Company of its obligations and duties.
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(c) In order that the indemnification provisions contained herein shall
apply, if in any case a party may be asked to indemnify or hold the other party
harmless, the other party shall fully and promptly advise the indemnifying party
in writing of all pertinent facts concerning the situation in question. The
party seeking indemnification will use all reasonable care to identify and
notify the indemnifying party in writing 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.
(d) The indemnifying party shall be entitled to participate in at its own
expense or, if it so elects, to assume the defense of any claim or suit 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. 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. An indemnifying party shall not effect any settlement without
the consent of the indemnified party (which shall not be withheld or delayed
unreasonably by the indemnified party) unless such settlement imposes no
liability, responsibility or other obligation upon the indemnified party and
relieves it of all fault. 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 counsel retained by the indemnified party and reasonably
satisfactory to the indemnifying party. The indemnity and defense provisions set
forth herein shall survive the termination of this Agreement.
(e) This Section 9 is subject to the provisions of Section 6 of this
Agreement.
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 1940 Act, relating to the maintenance
of books and records in connection with the services to be provided under this
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 the Company or by the Commission at reasonable times. BISYS shall
otherwise keep confidential all books and records relating to the Company 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
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shareholder has either a legal or beneficial interest or when requested by the
Company or the dealer of record as to such account. BISYS shall provide the
Company 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 of
this Agreement.
11. Reports
BISYS shall 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 to this Agreement, 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 within 20 days and
will report or cause to be reported any errors or discrepancies therein. 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 20 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
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 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 Company and
all such other records and data shall 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
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 shall be turned over to the
Company unless the Company 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 Company with such bank or banks as
are selected or approved by the Company, as may be necessary or appropriate from
time to
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time in connection with the services required to be performed under this
Agreement. The Company 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 under this Agreement shall require BISYS to
disburse amounts from such accounts in payment of dividends, redemption proceeds
or for other purposes under this Agreement, the Company shall provide such bank
or banks with all instructions and authorizations necessary for BISYS to effect
such disbursements.
15. Representations and Warranties of the Company
(a) The Company represents and warrants to BISYS that: (i) the Company
is registered with the Commission as an open-end management investment company
under the 1940 Act; (ii) 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; (iii) by virtue of its Charter, shares of each Fund which are redeemed
by the Company may be sold by the Company from its treasury; (iv) 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;
(v) it has all necessary authorizations, licenses and permits to carry out its
business as currently conducted; and (vi) it is in compliance in all material
respects with all laws and regulations applicable to its business and
operations.
(b) The Company also represents and warrants to BISYS that: (i) the
Company has adopted the written AML Program that has been submitted to BISYS
pursuant to Section 18 of this Agreement, and has appointed an officer of the
Company as the Company's anti-money laundering compliance officer ("AML
Compliance Officer"); (ii) the AML Program and the designation of the AML
Officer have been approved by the Board; (iii) the delegation of certain
services under this Agreement to BISYS, as provided in Section 22 of this
Agreement, has been approved by the Board; and (iv) the Company will submit any
material amendments to the AML Program to BISYS for BISYS' review and consent
before adoption in accordance with Section 20 of this Agreement.
16. Representations and Warranties of BISYS
(a) BISYS represents and warrants to the Company that: (i) 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; (ii) 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 under
this Agreement are adequate and that it will make such changes therein from time
to time as are reasonably required for the secure performance of its obligations
under this
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Agreement; and (iii) 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.
(b) 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.
17. 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 under this Agreement. Upon the request of the Company, BISYS
shall provide evidence that coverage is in place. BISYS shall notify the Company
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 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 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 Company and Funds
The Company has furnished to BISYS, or will furnish upon request, the
following, as amended and current as of the effective date of this Agreement:
(a) A copy of the Charter of the Company 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 Company'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 Company to execute and deliver this Agreement and
authorization for specified officers of the Company to instruct
BISYS under this Agreement; and
(ii) Authorization of BISYS to act as Transfer Agent for the
Company.
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(d) A list of all officers of the Company, with the Company's AML Compliance
Officer included among the officers therein, and any other persons (who may be
associated with the Company 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
Company):
(i) Prospectuses and Statement of Additional Information;
(ii) Distribution Agreement; and
(iii) All other forms commonly used by the Company 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 Company
authorized, issued, and outstanding as of the Effective 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.
(g) A copy of the Company's written AML Program, including related
Policies and Procedures.
19. Information Furnished by BISYS
BISYS has furnished to the Company, or will furnish upon request, 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 Company.
(c) The current BISYS "As-of" Trading Policy.
(d) The written program concerning anti-money laundering services rendered
by BISYS to its various clients.
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 of this Agreement
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, or the AML Program, which might have
the effect of changing the procedures employed by BISYS in providing the
services agreed to under this Agreement
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or which amendment might affect the duties of BISYS under this Agreement unless
the Company first obtains BISYS' approval of such amendments or changes, which
approval shall not be withheld unreasonably.
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, subject to the provisions of Section 6 of this Agreement, 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 of this Agreement, in the event the same
relate to services provided by BISYS under this Agreement, BISYS shall have no
liability for failure to comply with or take any action in conformity with such
amendments or changes unless the Company first obtains BISYS' written consent to
and approval of such amendments or changes.
22. Compliance with Laws
(a) Except for the obligations of BISYS set forth in Section 10 of this
Agreement, 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 all shares of the Company that are offered
to the public are covered by an effective registration statement under the 1933
Act and the ▇▇▇▇ ▇▇▇.
(b) The Company 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 under this Agreement (
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.
(c) The Company hereby delegates to BISYS the performance, on behalf of
the Company, 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 Company's
AML Program. In connection
13
therewith, BISYS agrees to maintain policies and procedures, and related
internal controls, that are consistent with the Company's AML Program and the
requirement that the Company 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. BISYS'
obligations under this delegation shall be subject to Sections 20 and 21 of this
Agreement, which require that the AML Program and any material amendments
thereto be submitted to BISYS for its review and consent.
(d) The Company agrees and acknowledges that, notwithstanding the
delegation provided for in the foregoing paragraph, the Company 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 Company, taking into account factors such as
its size, location, activities and risks or vulnerabilities to money laundering.
(e) In connection with the foregoing delegation, the Company also
acknowledges that the performance of the AML Services involves the exercise of
discretion which in some circumstances may result in consequences to the Company
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 Company shall not be required in
connection therewith unless specifically required under the AML Program, and
(ii) the Company instructs BISYS that it may avail the Company of any safe
harbor from civil liability that may be available under Applicable AML Laws for
making a disclosure or filing a report under this Agreement.
(f) As concerns Networking Level III accounts and omnibus accounts, the
AML Services performed by BISYS are subject to a more limited scope, as
discussed in the Release concerning the final rule of the Department of the
Treasury, 31 CFR 103 and of the Commission, 17 CFR 270, entitled Customer
Identification Programs for Mutual Funds issued on May 9, 2003 and subsequent
guidance issued jointly by such agencies entitled Question and Answer Regarding
the Mutual Fund Customer Identification Program Rule (31 CFR 103.131) issued on
August 11, 2003.
23. Notices
Any notice provided under this Agreement 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, or at such other address as such party may
from time to time specify in writing to the other party pursuant to this Section
23:
If to the Company:
[Company to insert address and attention party]
If to BISYS:
14
BISYS Fund Services Ohio, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
with a copy to:
The BISYS Group, Inc.
▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
24. Assignment.
This Agreement and the rights and duties under this Agreement shall not be
assignable by either of the parties to this Agreement except with the written
consent of the other party, which consent shall not be unreasonably withheld or
delayed. This Section 24 shall not limit or in any way affect BISYS' right to
appoint a Sub-Agent pursuant to Section 1 of this Agreement. This Agreement
shall be binding upon, and shall inure to the benefit of, the parties to this
Agreement and their respective successors and permitted assigns.
25. Governing Law.
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.
26. Activities of BISYS
The services of BISYS rendered to the Company under this Agreement 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,
directors, officers, employees and Shareholders of the Company 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 Company, and that BISYS may be or become
interested in the Company as a Shareholder or otherwise
27. Privacy
Nonpublic personal financial information relating to consumers or
customers of the Company provided by, or at the direction of the Company 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
15
except at the direction of the Company 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 Company. The Company represents to BISYS that
it has adopted a Statement of its privacy policies and practices as required by
the Commission's Regulation S-P and agrees to provide BISYS with a copy of that
statement annually.
28. Access to be Provided
BISYS shall grant reasonable access to each of the Company, the AML
Compliance Officer, and regulators having jurisdiction over the Company, to the
books and records maintained by BISYS as the same relates to the services
performed under this Agreement on behalf of the Company. Records may be edited
or redacted to maintain confidentiality of materials related to other clients of
BISYS. BISYS shall make its relevant personnel available to meet with the Board
concerning the AML Services at least annually or at such other intervals as may
be reasonably necessary or appropriate.
29. Miscellaneous
(a) Section 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 to
this Agreement as to the subject matter covered by this Agreement, and
supersedes 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 to this Agreement.
* * * * *
16
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be duly executed all as of the day and year first above written.
THE COVENTRY GROUP
By:________________________________
Name:
Title:
BISYS FUND SERVICES OHIO, INC.
By:________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
17
SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN THE COVENTRY GROUP
AND BISYS FUND SERVICES OHIO, INC.
DATED AS OF DECEMBER 16, 2005
FUNDS
Boston Trust Small Cap Fund
18
SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN THE COVENTRY GROUP
AND BISYS FUND SERVICES OHIO, INC.
DATED AS OF DECEMBER 16, 2005
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.
4. Dealer/Load Processing (if applicable)
(a) Provide reports for tracking rights of accumulation and
purchases made under a Letter of Intent.
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(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.
(e) Calculate redemption fees, if any.
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.
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
Company's AML Program.
(c) Place holds on transactions in shareholder accounts or freeze
assets in shareholder accounts, as provided in the Company'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
Company's AML Program, and make the same available for
inspection by (i) the Company's AML Compliance Officer, (ii)
any auditor of the Company's AML Program or related
procedures, policies or controls that has been designated by
the Company in writing, or (iii) regulatory or law enforcement
authorities, and otherwise make said records or other
documents available at the direction of the Company's AML
Compliance Officer.
20
SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN THE COVENTRY GROUP
AND BISYS FUND SERVICES OHIO, INC.
DATED AS OF DECEMBER 16, 2005
FEES
ANNUAL BASE FEES:
Annual Fee Per Cusip $17,000
ANNUAL ACCOUNT-BASED FEES:
Annual Fee per Direct Account $20
Annual Fee per NSCC Account $15
Annual Fee per closed account $2
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.
AML FEES AND COSTS:
Annual Fee: $4,500 for the first 50,000 accounts, plus
$7,000 for accounts in excess of 50,000
(to be billed in equal monthly installments)
Costs
Early Warning annual fee $575.00
Early Warning per record cost $0.22
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.
ANNUAL FEE ADJUSTMENT
Commencing on the one-year anniversary of the Effective Date, BISYS may annually
increase the fixed fees and other fees expressed as stated dollar amounts in
this
21
Agreement by up to an amount equal to the greater of: (a) the most recent annual
percentage increase in consumer prices for services as measured by the United
States Consumer Price Index entitled "All Services Less Rent of Shelter" or a
similar index should such index no longer be published, and (b) 10%.
22
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN THE COVENTRY GROUP
AND BISYS FUND SERVICES OHIO, INC.
DATED AS OF DECEMBER 16, 2005
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 under this Agreement 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;
23
- 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 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
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 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 Company 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.
24