FUND ACCOUNTING SERVICING AGREEMENT
This contract between The Xxx Xxxxxxx Trust, a Delaware business trust
organized as a series company currently consisting of one series, the Growth
Fund, hereinafter called the "Trust," and Firstar Trust Company, a Wisconsin
corporation, hereinafter called "FTC," is entered into on this
1ST day of APRIL , 1996.
WHEREAS, The Xxx Xxxxxxx Trust, is an open-ended management investment
company registered under the Investment Company Act of 1940; and
WHEREAS, Firstar Trust Company ("FTC") is in the business of providing,
among other things, mutual fund accounting services to investment companies;
NOW, THEREFORE, the parties do mutually promise and agree as follows:
1. SERVICES. FTC agrees to provide the following mutual fund accounting
services to the Trust all in compliance with the requirements of the
Investment Company Act of 1940 (the "1940 Act") and rules thereunder:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date + basis
using security trade information communicated from the investment
manager on a timely basis.
(2) For each valuation date, obtain prices from pricing
sources approved by the Board of Trustees and apply those prices
to the portfolio positions. For those securities where market
quotations are not readily available, the Board of Trustees shall
approve, in good faith, the method for determining the fair value
for such securities.
(3) Identify interest and dividend accrual balance as of
each valuation date and calculate gross earnings on investments
for the accounting period.
(4) Determine gain/loss on security sales and identif
them as to short-short, short- or long-term status; account for
periodic distributions of gains or losses to shareholders and
maintain undistributed gain or loss balances as of each valuation
date.
B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense accrual
amounts as directed by the Trust as to methodology, rate or dollar
amount. (See Exhibit A)
(2) Record payments for Trust expenses upon receipt of
written authorization from the Trust.
(3) Account for trust expenditures and maintain expense
accrual balances at the level of accounting detail, as agreed upon
by FTC and the Trust.(See Exhibit A)
(4) Provide expense accrual and payment reporting.
C. Trust Valuation and Financial Reporting Services:
(1) Account for trust share purchases, sales, exchanges,
transfers, dividend reinvestments, and other trust share activity
as reported by the transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the
Trust.(See Exhibit A)
(3) Determine net investment income (earnings) for the
Trust as of each valuation date. Account for periodic
distributions of earnings to shareholders and maintain
undistributed net investment income balances as of each valuation
date.
(4) Maintain a general ledger for the Trust.
(5) For each day the Trust is open as defined in the
prospectus, determine the net asset value of the according to the
accounting policies and procedures set forth in the prospectus.
(6) Calculate per share net asset value, per share net
earnings, and other per share amounts reflective of trust operation
at such time as required by the nature and characteristics of t
Trust.
(7) Communicate, by 5:00 p.m. CST, the net asset value
for each valuation date to parties as agreed upon from time
to time.
(8) Prepare monthly reports which document the adequacy of
accounting detail to support month-end ledger balances.
D. Tax Accounting Services:
(1) Maintain accounting records for the investment
portfolio of the Trust to support the tax reporting required for
IRS-defined regulated investment companies.
(2) Maintain tax lot detail for the investment portfolio.
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(3) Calculate taxable gain/loss on security sales using
the tax lot relief method designated by the Trust.
(4) Provide the necessary financial information to support
the taxable components of income and capital gain distributions to
the transfer agent to support tax reporting to the shareholders.
E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support
financial statement preparation by making the trust accounting
records available to The Xxx Xxxxxxx Trust, the Securities and
Exchange Commission, and the outside auditors.
(2) Maintain accounting records according to the
Investment Company Act of 1940 and regulations provided thereunder.
2. PRICING OF SECURITIES. For each valuation date, obtain prices from
pricing sources selected by FTC but approved by the Trust's Board and apply
those prices to the portfolio positions. For those securities where market
quotations are not readily available, the Trust's Board shall approve, in good
faith, the method for determining the fair value for such securities.
If the Trust desires to provide a price which varies from the
pricing source, the Trust shall promptly notify and supply FTC with the
valuation of any such security on each valuation date. All pricing changes
made by the Trust will be in writing and must specifically identify the
securities to be changed by CUSIP, name of security, new price or rate to be
applied, and, if applicable, the time period for which the new prices is
effective.
3. CHANGES IN ACCOUNTING PROCEDURES. Any resolution passed by the
Board of Trustees that affects accounting practices and procedures under this
agreement shall be effective upon written receipt and acceptance by the FTC.
4. CHANGES IN EQUIPMENT, SYSTEMS, SERVICE, ETC. FTC reserves the
right to make changes from time to time, as it deems advisable, relating to
its services, systems, programs, rules, operating schedules and equipment, so
long as such changes do not adversely affect the service provided to the Trust
under this Agreement.
5. COMPENSATION. FTC shall be compensated for providing the services
set forth in this Agreement in accordance with the Fee Schedule attached
hereto as Exhibit A and as mutually agreed upon and amended from time to time.
Notwithstanding the foregoing, if the Trust terminates this Agreement prior to
the second anniversary of this Agreement, the Trust agrees to reimburse FTC
for the difference between the standard fee schedule and the discounted fee
schedule agreed to between the parties.
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6. PERFORMANCE OF SERVICE: INDEMNIFICATION.
A. FTC shall exercise reasonable care in the performance of
its duties under this Agreement. FTC shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the
Trust in connection with matters to which this Agreement relates,
including losses resulting from mechanical breakdowns or the failure
of communication or power supplies beyond FTC's control, except a
loss resulting from FTC's refusal or failure to comply with the terms
of this Agreement or from bad faith, negligence, or willful
misconduct on its part in the performance of its duties under this
Agreement. Notwithstanding any other provision of this Agreement, the
Trust shall indemnify and hold harmless FTC from and against any and
all claims, demands, losses, expenses, and liabilities (whether with
or without basis in fact or law) of any and every nature (including
reasonable attorneys' fees) which FTC may sustain or incur or which
may be asserted against FTC by any person arising out of any action
taken or omitted to be taken by it in performing the services
hereunder (i) in accordance with the foregoing standards, or (ii) in
reliance upon any written or oral instruction provided to FTC by any
duly authorized officer of the Trust, such duly authorized officer to
be included in a list of authorized officers furnished to FTC and as
amended from time to time in writing by resolution of the Board of
Directors of the Trust.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FTC shall take
all reasonable steps to minimize service interruptions for any period
that such interruption continues beyond FTC's control. FTC will make
every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of
FTC. FTC agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable
provision for emergency use of electrical data processing equipment
to the extent appropriate equipment is available. Representatives of
the Trust shall be entitled to inspect FTC's premises and operating
capabilities at any time during regular business hours of FTC, upon
reasonable notice to FTC.
Regardless of the above, FTC reserves the right to reprocess
and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in
this section shall apply, it is understood that if in any case the
Trust may be asked to indemnify or hold FTC harmless, the Trust shall
be fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FTC will use
all reasonable care to notify the Trust promptly concerning any
situation which presents or appears likely to present the probability
of such a claim for indemnification against the Trust. The Trust
shall have the option to defend FTC against any claim which may be
the subject of this indemnification. In the event that the Trust so
elects, it will so notify FTC and thereupon the Trust shall take over
complete defense of the claim, and FTC
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shall in such situation initiate no further legal or other expenses
for which it shall seek indemnification under this section. FTC shall
in no case confess any claim or make any compromise in any case in
which the Trust will be asked to indemnify FTC except with the
Trust's prior written consent.
C. FTC shall indemnify and hold the Trust harmless from and
against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of any and
every nature (including reasonable attorneys' fees) which may be
asserted against the Trust by any person arising out of any action
taken or omitted to be taken by FTC as a result of FTC's refusal or
failure to comply with the terms of this Agreement, its bad faith,
negligence, or willful misconduct
D. These indemnification provisions shall survive the
termination of this Agreement.
7. RECORDS. FTC shall keep records relating to the services to be
performed hereunder, in the form and manner, and for such period as it may
deem advisable and is agreeable to the Trust but not inconsistent with the
rules and regulations of appropriate government authorities, in particular,
Section 31 of The Investment Company Act of 1940 as amended (the "Investment
Company Act"), and the rules thereunder. FTC agrees that all such records
prepared or maintained by FTC relating to the services to be performed by FTC
hereunder are the property of the Trust and will be preserved, maintained, and
made available with such section and rules of the Investment Company Act and
will be promptly surrendered to the Trust on and in accordance with its
request.
8. CONFIDENTIALITY. FTC shall handle in confidence all information
relating to the Trust's business, which is received by FTC during the course
of rendering any service hereunder.
9. DATA NECESSARY TO PERFORM SERVICES. The Trust or its agent, which
may be FTC, shall furnish to FTC the data necessary to perform the services
described herein at times and in such form as mutually agreed upon.
10. NOTIFICATION OF ERROR. The Trust will notify FTC of any balancing
or control error caused by FTC within three (3) business days after receipt of
daily share balance and transaction journals rendered by FTC to the Trust, or
within three (3) business days after discovery of any error or omission not
covered in the balancing of daily cash and shares or control procedure, or
within three (3) business days of receiving notice from any shareholder
11. ADDITIONAL SERIES. In the event that The Xxx Xxxxxxx Trust
establishes one or more series of shares with respect to which it desires to
have FTC render accounting services, under the terms hereof, it shall so notify
FTC in writing, and if FTC agrees in writing to
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provide such services, such series will be subject to the terms and conditions
of this Agreement, and shall be maintained and accounted for by FTC on a
discrete basis. The portfolios currently covered by this Agreement are: the
Growth Fund
12. TERM OF AGREEMENT. This Agreement may be terminated by either
party upon giving ninety (90) days prior written notice to the other party or
such shorter period as is mutually agreed upon by the parties. However, this
Agreement may be replaced or modified by a subsequent agreement between the
parties.
13. DUTIES IN THE EVENT OF TERMINATION. In the event that in
connection with termination a Successor to any of FTC's duties or
responsibilities hereunder is designated by The Xxx Xxxxxxx Trust by written
notice to FTC, FTC will promptly, upon such termination and at the expense of
The Xxx Xxxxxxx Trust, transfer to such Successor all relevant books, records,
correspondence and other data established or maintained by FTC under this
Agreement in a form reasonably acceptable to The Xxx Xxxxxxx Trust (if such
form differs from the form in which FTC has maintained the same, The Xxx
Xxxxxxx Trust shall pay any expenses associated with transferring the same to
such form), and will cooperate in the transfer of such duties and
responsibilities, including provision for assistance from FTC's personnel in
the establishment of books, records and other data by such successor.
14. NOTICES. Notices of any kind to be given by either party to the
other party shall be in writing and shall be duly given if mailed or delivered
as follows: Notice to FTC shall be sent to ________________, and notice to
Trust shall be sent to ___________________________.
15. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule, or otherwise, the remainder
of this Agreement shall not be affected thereby.
16. CHOICE OF LAW. This Agreement shall be construed in accordance
with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the due execution hereof on the date first above
written.
ATTEST: Firstar Trust Company
/S/ XXXXXX XXXXX By: /S/ XXXXXX X. XXXX
ATTEST: The Xxx Xxxxxxx Trust
/S/ XXXXXX X. XXXXXX By: /S/ XXXXX X. XXXXXXX
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FIRSTAR TRUST COMPANY
MUTUAL FUND ACCOUNTING
NEW FUND QUESTIONNAIRE
Fund Name: THE XXX XXXXXXX GROWTH FUND
Ticker Symbol: N/A
Contact Person: XXXXXX XXXXXX AT HOLLAND / XXXX XXXXXXXXXX AT FIRSTAR TRUST CO.
Telephone Number: (000) 000-0000 / (000) 000-0000
Address:35 X. XXXXXX XXXXX XXX 0000, XXXXXXX, XX 60601/FUND ADMINISTRATION LC-2
Fiscal Year-End: 12/31
Tax Method: Tax Lot Relief
If no specific
identification,
default to:
Fifo Low Cost
High Cost X Minimum Gain
Maximum Gain Last In, First Out
Income Dividend Distribution Frequency: ANNUALLY
Equalization Account: Yes No X
Pricing:
Stocks (Close not available): Bid X Mean
---------
Bonds: Bid X Mean
---------
60-Day Rule: LT ST X
--------- -----
Amortization/Accretion
Book Same as Tax: Yes X No
---------
Amortize Morgage-Backed: Yes X No
---------
Begin on: Trade Plus One X Settle
---------
Long Term
Premium (Check one): Straight Line to Call
Straight Line to Maturity
Yield to Call X
Yield to Maturity
O.I.D. Discount (Check one): Straight Line to Maturity
Yield to Maturity X
Short Term
Premium (Check one): Straight Line to Call
Straight Line to Maturity
Yield to Call X
Yield to Maturity
Discount (Check one): Straight Line to Maturity X Accretion
of market
discount @
disposition
Weekend Accrual Performed On:
Monday
Friday X
Interest Income Accrual:
30/360 Spread Yes No X
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