Exhibit (h)(5)
CLEARWATER INVESTMENT TRUST
FUND ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT
THE NORTHERN TRUST COMPANY
January 28, 2009
TABLE OF CONTENTS
Section Page
1. APPOINTMENT ........................................................1
2. REPRESENTATIONS AND WARRANTIES..................................... 1
3. DELIVERY OF DOCUMENTS...............................................2
4. SERVICES PROVIDED...................................................3
5. FEES AND EXPENSES...................................................4
6. DUTIES, RESPONSIBILITIES AND LIMITATION OF
LIABILITY...........................................................5
7. CONFIDENTIALITY.....................................................8
8. NOTICES.............................................................8
9 WAIVER..............................................................9
10 FORCE MAJEURE.......................................................9
11. AMENDMENTS..........................................................9
12. TERM...............................................................10
13. SEVERABILITY.......................................................10
14. ASSIGNABILITY......................................................10
15. HEADINGS...........................................................10
16. GOVERNING LAW......................................................10
17. COUNTERPARTS.......................................................10
18. ENTIRE AGREEMENT...................................................11
Schedule A -- Fees and Expenses......................................A-1
Schedule B -- Fund Administration Services Description...............B-1
Schedule C -- Fund Accounting Services Description...................C-1
(i)
FUND ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT
AGREEMENT made as of January 28, 2009 by and between
Clearwater Investment Trust (the "Fund" or the "Trust", as context dictates), a
Massachusetts business trust, on behalf of its series known as Clearwater
International Fund (where context dictates, "the Fund"), and The Northern Trust
Company ("Northern"), an Illinois corporation.
WITNESSETH:
WHEREAS, the Fund is a Massachusetts business trust and is
registered as an open-end, management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain Northern to provide fund
accounting and administration services with respect to the Fund, and Northern is
willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints Northern to provide services
for the Fund, as described hereinafter, for the period and on the terms set
forth in this Agreement. Northern accepts such appointment and agrees to furnish
the services herein set forth in return for the compensation as provided in
Section 5 of and Schedule A to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) Northern represents and warrants to the Fund that:
(i) Northern is a corporation, duly organized and existing
under the laws of the State of Illinois;
(ii) Northern is duly qualified to carry on its business
in the State of Illinois;
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(iii) Northern is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this Agreement;
(iv) All requisite corporate proceedings have been taken to
authorize Northern to enter into and form this Agreement;
(v) Northern has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair Northern's ability to perform its
duties and obligations under this Agreement; and
(vii) Northern's entrance into this Agreement shall not cause
a material breach or be in material conflict with any other agreement or
obligation of Northern or any law or regulation applicable to Northern.
(b) The Fund represents and warrants to Northern that:
(i) the Fund is a business trust, duly organized and existing
and in good standing under the laws of Massachusetts;
(ii) the Fund is an investment company properly registered
under the 1940 Act;
(iii) the Fund has the power under applicable laws and by its
organizational documents to enter into and perform this Agreement;
(iv) all requisite actions have been taken by the Fund to
authorize the Fund to enter into and perform this Agreement;
(v) no legal or administrative proceedings have been
instituted or threatened which would impact the Fund's ability to perform its
duties and obligations under this Agreement; and
(vi) the Fund's execution of this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to Northern
such copies, properly certified or authenticated, of contracts, documents and
other related
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information that Northern may request or requires to properly discharge its
duties. Such documents may include but are not limited to the following:
(a) Actions of or on behalf of the Fund authorizing the
appointment of Northern to provide certain services to the Fund and approving
this Agreement;
(b) the Fund's governing documents, e.g., By-Laws, Trust
Instrument, Operating Agreement, etc.;
(c) The Fund's currently effective registration statement
under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act
and the Fund's Prospectus and Statement of Additional Information relating to
the Fund and all amendments and supplements thereto as in effect from time to
time;
(d) Opinions of counsel, if any, and auditors' reports; and
(e) Such other agreements, certificates and documents as the
Fund may enter into from time to time including securities lending agreements,
futures and commodities account agreements, brokerage agreements and options
agreements.
4. SERVICES PROVIDED.
(a) Northern will provide the following services subject to the
control, direction and supervision of the Fund or its designee and in compliance
with the procedures which may be established from time to time between the Trust
and Northern; and all reasonable resolutions and policies implemented by the
Fund:
(i) Fund Administration, and
(ii) Fund Accounting.
A general description of each of the above services is contained in Schedules B
and C, respectively, to this Agreement.
(b) Northern will also:
(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of Northern or a
corporate affiliate of Northern);
(ii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
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(iii) furnish equipment and other materials, which are
necessary for provision of the services contemplated herein; and
(iv) keep records relating to the services contemplated herein
in such form and manner as Northern may deem appropriate or advisable. Northern
agrees that all such records prepared or maintained by Northern relating to the
services provided hereunder are the property of the Fund and will be preserved
and maintained at the Fund's expense, and will be made available upon request of
the Fund.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Fund
pursuant to this Agreement, the Fund shall cause to be paid to Northern
quarterly fees determined as set forth in Schedule A to this Agreement. Such
fees are to be billed quarterly and shall be due and payable upon receipt of the
invoice. Upon any termination of the provision of services under this Agreement
before the end of any month, the fee for the part of the month before such
termination shall be prorated according to the proportion which such part bears
to the full monthly period and shall be payable upon the date of such
termination.
(b) For the purpose of determining fees calculated as a
function of the Fund's assets, the value of the Fund's assets and net assets
shall be computed as required by its Prospectus, generally accepted accounting
principles, and resolutions of the Fund's Board of Trustees.
(c) The Fund may request additional services, additional
processing, or special reports which are not contemplated in this Agreement, and
will provide such specifications and requirements documentation as may be
reasonably required by Northern. If Northern elects to provide such services or
arranges for such services to be provided, it shall be entitled to additional
fees and expenses as its customary rates and charges as agreed upon by the
parties.
(d) Northern will bear its own expenses in connection with the
performance of the services under this Agreement except as provided herein or as
agreed to by the parties. The Fund agrees to promptly reimburse Northern for any
services, equipment or supplies ordered by or for the Fund through Northern and
for any other expenses that Northern may incur on the Fund's behalf at the
Fund's request or as consented to by the Fund. Such other expenses to be
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incurred in the operation of the Fund and to be borne by the Fund, include, but
are not limited to: taxes, interest, brokerage fees and commissions; salaries
and fees of officers and members; processing services and related fees; postage
and mailing costs; costs of share certificates; advisory and administration
fees; charges and expenses of pricing and data services, independent public
accountants and custodians; insurance premiums including fidelity bond premiums;
legal expenses; consulting fees; customary bank charges and fees; costs of
maintenance of partnership existence; expenses of typesetting and printing of
offering documents for regulatory purposes and for distribution to current and
prospective members of the Fund; expenses of printing and production costs of
members' reports; costs and expenses of Fund stationery and forms; costs and
expenses of special telephone and data lines and devices; costs associated with
member meetings; trade association dues and expenses; reprocessing costs to
Northern caused by third party errors; and any extraordinary expenses and other
customary Fund expenses. In addition, Northern may utilize one or more
independent pricing services to obtain securities prices and to act as backup to
the primary pricing services in connection with determining the net asset values
of the Fund. The Fund will reimburse Northern for the Fund's share of the cost
of such services based upon the actual usage by the Fund of the services for the
benefit of the Fund.
(e) All fees, out-of-pocket expenses, or additional charges of
Northern shall be billed on a quarterly basis and shall be due and payable upon
receipt of the invoice.
(f) In the event that the Fund is more than sixty (60) days'
delinquent in its payments of quarterly ▇▇▇▇▇▇▇▇ in connection with this
Agreement (with the exception of specific amounts which may be contested in good
faith by the Fund), this Agreement may be terminated upon thirty (30) days'
written notice to the Fund by Northern. The Fund must notify Northern in writing
of any contested amounts within thirty (30) days of receipt of a billing for
such amounts. Disputed amounts are not due and payable while they are being
investigated.
6. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.
(a) Northern shall be responsible for the performance of only such
duties as are set forth in this Agreement. In the performance of its duties
hereunder, Northern shall be obligated, as applicable, to exercise the due care
and diligence of a professional fund administrator and fund accountant in
providing the services called for in this Agreement,
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including the services referenced in Section 4 of this Agreement, and in all
events shall act in good faith in performing the services provided for under
this Agreement.
(b) Northern shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund in connection
with the matters to which this Agreement relates, except for a loss or expense
directly caused by or resulting from willful misfeasance, bad faith or
negligence on Northern's part in the performance of or from reckless disregard
by Northern of the obligations and duties specifically set forth in this
Agreement. Northern shall not be liable for any special, indirect, incidental or
consequential damages of any kind whatsoever (including, without limitation,
attorneys' fees) under any provision of this Agreement.
(c) Subject to Sections 6(a) and 6(b) above, Northern shall not be
responsible for, and the Fund shall indemnify and hold Northern harmless from
and against, any and all losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities incurred by Northern, any of its
agents, or the Fund's agents in the performance of its/their duties hereunder,
including but not limited to those arising out of or attributable to:
(i) any and all actions of Northern or its officers or agents
required to be taken pursuant to this Agreement;
(ii) the reliance on or use by Northern or its officers or
agents of information, records, or documents which are received by Northern or
its officers or agents and furnished to them by or on behalf of the Fund, and
which have been prepared or maintained by the Fund or any third party on behalf
of the Fund;
(iii) the Fund's refusal or failure to comply with the terms
of this Agreement or the Fund's lack of good faith, or its actions, or lack
thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Fund
hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with members, or
reasonable reliance by Northern on telephone or other electronic instructions of
any person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized;
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(vi) the reliance on or the carrying out by Northern or its
officers of agents of any instructions reasonably believed to be given by a duly
authorized person, or requests of or the Fund or recognition by Northern of any
certificates which representing member interests (if any) are reasonably
believed to bear the signatures of the officers of the Fund and the
countersignature of any transfer agent or registrar of the Fund;
(vii) any delays, inaccuracies, errors in or omissions from
information or data provided to Northern by data, corporate action or pricing
services or securities brokers and dealers;
(viii) the offer or sale of securities by the Fund in
violation of any requirement under the Federal securities laws or regulations or
the securities laws or regulations of any state, or in violation of any stop
order or other determination or ruling by any Federal agency or any state agency
with respect to the offer or sale of such shares in such state;
(ix) any failure of the Fund's offering documents to comply
with applicable laws, or any untrue statement of a material fact or omission of
a material fact necessary to make any statement therein not misleading;
(x) the failure of the Fund to comply with applicable
securities, tax, commodities and other laws, rules and regulations; and
(xi) all actions, inactions, omissions, or errors caused by or
resulting from the willful misfeasance, bad faith or negligence of third parties
to whom Northern or the Fund has assigned any rights and/or delegated any duties
under this Agreement at the request of or as required by the Fund, provided that
each of such third parties was chosen by the Fund.
(d) In performing its services hereunder, Northern shall be entitled
to rely on any oral or written instructions, notices or other communications,
including electronic transmissions, from the Fund and its custodian, officers
and members, agents and other service providers which Northern reasonably
believes to be genuine, valid and authorized, and shall be indemnified by the
Fund for any loss or expense caused by such reasonable reliance.
(e) Northern shall indemnify and hold the Fund harmless from and
against any and all losses, damages, costs, charges, reasonable attorneys' fees
and expenses, payments, expenses and liabilities directly arising out of or
attributable to Northern's refusal or failure to comply with the material terms
of this Agreement; Northern's breach of any material
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representation made by it herein; or Northern's lack of good faith, or acts
involving negligence, willful misfeasance or reckless disregard of the duties
specifically set forth in this Agreement.
(f) The indemnifications contained hereunder shall survive the
termination of this Agreement.
(g) In connection with the performance of its duties under this
Agreement, Northern shall cooperate with all reasonable requests of the Fund and
its representatives related to the administration and monitoring of the Fund's
compliance program pursuant to Rule 38a-1.
7. CONFIDENTIALITY.
(a) Except as otherwise required by law or in connection with any
required disclosure to a banking or other regulator, Northern agrees to treat as
confidential all records and other information relative to the Fund's prior,
present or potential members, and to not use such records and information for
any purpose other than performance of Northern's responsibilities and duties
hereunder. Northern may seek a waiver of such confidentiality provisions by
furnishing reasonable prior notice to the Fund and obtaining approval in writing
from the Fund, which approval shall not be unreasonably withheld. Waivers of
confidentiality are automatically effective without further action by Northern
where Northern may be exposed to civil or criminal fines, contempt proceedings
or other liability for failure to comply, when requested to divulge such
information by duly constituted governmental authorities with respect to
Internal Revenue Service levies, subpoenas or similar actions, or with respect
to requests by the Fund.
(b) Northern hereby acknowledges that in the normal course of its
provision of services to the Fund it will come into possession of material
nonpublic information concerning the Fund. Such information may include
portfolio holdings, trading strategies and pending transactions not generally
known to the public. Northern acknowledges and agrees that it has duties of
confidentiality and care with respect to such material nonpublic information.
Northern represents that it has implemented policies and procedures designed to
safeguard such information so that no employee or other representative trades on
such information, communicates it to others, except as contemplated by this
Agreement, or otherwise misuses it.
8. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed effective on the date of personal delivery (by
private messenger, courier service
8
or otherwise) or upon confirmed receipt of telex or facsimile, whichever occurs
first, or upon receipt if by mail to the parties at the following address (or
such other address as a party may specify by notice to the other):
If to the Fund:
Clearwater Investment Trust
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chief Executive Officer & Treasurer
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to Northern:
The Northern Trust Company
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Global Funds Services-
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Re: Clearwater
International Fund
Fax: ▇▇▇-▇▇▇-▇▇▇▇
9. WAIVER. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to the term of any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
10. FORCE MAJEURE. Northern shall not be responsible or liable for any
harm, loss or damage suffered by the Fund, its members, or other third parties
or for any failure or delay in performance of Northern's obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond Northern's control. In the event of a force majeure, any resulting harm,
loss, damage, failure or delay by Northern will not give the Fund the right to
terminate this Agreement.
11. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
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12. TERM. This Agreement shall become effective on the date indicated
above. Except as set forth in Section 5(f), this Agreement shall continue in
effect unless terminated by either party on three months' prior written notice.
Upon termination of this Agreement, the Fund shall pay Northern such
compensation and any out-of-pocket or other reimbursable expenses which may
become due or payable under the terms hereof as of the date of termination or
after the date that the provision of services ceases, whichever is later.
13. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
14. ASSIGNABILITY. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party, except
that Northern may assign this Agreement to a successor of all or a substantial
portion of its business, or to a party controlling, controlled by or under
common control with Northern.
15. HEADINGS. All section headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement and shall
not affect in any way the meaning or interpretation of this Agreement.
16. GOVERNING LAW. This Agreement shall be construed and the
substantive provisions hereof interpreted under and in accordance with the laws
of the State of Illinois.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and understanding between the
parties relating to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly thereunto authorized representatives as of the date
written above.
CLEARWATER INVESTMENT TRUST
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
-------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------
Title: Chairman
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The undersigned, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ , does hereby certify that
he/she is the duly elected, qualified and acting Secretary of Clearwater
Investment Trust (the "Fund") and further certifies that the person whose
signature appears above is a duly elected, qualified and acting officer of the
Fund with full power and authority to execute this Agreement on behalf of the
Fund and to take such other actions and execute such other documents as may be
necessary to effectuate this Agreement.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
-----------------------------
Secretary
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------
Title: Vice President
--------------
With respect to the payment obligation set forth in Section 5 and Schedule A:
CLEARWATER MANAGEMENT COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------
Title: Chairman
--------
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SCHEDULE A FEES AND EXPENSES
Fund Administration, and Accounting
A. For the services rendered under this Agreement, Northern shall be paid
the fees defined on the attached Fee Schedule. Said fees shall be in
effect for a minimum of three years. Pursuant to the Management
Contract between the Trust and its investment adviser, the adviser is
responsible for reimbursing these fees if paid by the Fund or paying
them directly to Northern.
B. For the purpose of determining fees calculated as a function of the
Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its Prospectus, generally accepted accounting
principles, and resolutions of the Fund's Board of Trustees.
C. Out-of-pocket expenses, including but not limited to those in Section
5(d), will be computed and billed by Northern and payable quarterly on
behalf of the Fund.
FEE SCHEDULE
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FUND ACCOUNTING SERVIES FEES
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Asset-based Fees
To be charged at the fund level 1.0 basis point on the first $500 million
.95 basis point on the next $500 million
.85 basis point on over $1 billion
Fund-based Fees
Annual base fee per multi-manager fund $ 12,000
Annual multi-class fee per additional share class $ 3,000
Annual multi-manager fee per additional manager $ 5,000
Fair Valuation Fees
$5,000 per fund per annum
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FUND ADMINISTRATION SERVICES PROPOSAL
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Asset-based Fees
To be charged at the fund level 2.25 basis point on the first $500 million
2.0 basis point on the next $500 million
1.75 basis point on over $1 billion
Other Costs
A charge may apply for:
o Additional pricing feeds - if Northern Trust was to be directed by the
Funds to obtain a pricing feed not already utilized by Northern Trust.
o Special performance or financial reporting, if applicable.
o Other customary out-of -pocket expenses - see below.
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OUT-OF-POCKET EXPENSES
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Customary out-of-pocket expenses, to be passed through if applicable, may apply
and include but are not limited to:
o Postage/express carrier charges
o Blue sky registration fees and related check fees
o Reporting: Statements, confirmations, tax forms, and e-documents
o Fulfillment costs - production and mailing
o Proxy costs - production and mailing
o Retention of records charges
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ANNUAL MINIMUM FEES
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The Trust has also entered into a Custody Agreement with Northern Trust. Fees
for all services provided by Northern Trust pursuant to the Custody Agreement
and this Agreement will be subject to a combined annual relationship minimum of
$150,000.
SCHEDULE B
FUND ADMINISTRATON SERVICES
Northern shall provide the following services, in each case, subject to the
control, supervision and direction of the Fund and the Board of Trustees to the
Fund and the review and comment by the Fund auditors and legal counsel and in
accordance with procedures which may be established from time to time between
the Fund and Northern:
Description of Administration Services on a Continuous Basis:
o Provide information to the Fund to assist in the preparation for filing
with the SEC the following documents: Form N-SAR, Form N-CSR, Form N-Q,
Form N-PX and all amendments to the Registration Statement, including
annual updates of the Prospectus(es) and SAI(s) for the Fund(s) and any
sticker supplements thereto;
o Provide information to the Fund to assist in the filing of Rule 24f-2
notices, including coordination of payment;
o Advise and consult with Advisor on matters pertaining to new fund
launches;
o As requested, assist in the handling of routine regulatory examinations of
the Fund and work closely with the Trust's legal counsel in response to
any non-routine regulatory matters;
o Provide periodic testing of the Fund(s) requirements under the 1940 Act
and limitations contained in the Registration Statements as may be
mutually agreed upon, including compliance reporting to the designated
Officer(s) of the Fund;
o Prepare the Fund's federal and state tax returns and extension requests
for review by the Fund's independent accountants and execution and filing
by the Fund's Treasurer, including Form 1120-RIC, Form 8613 and Form
1099-MISC (for Trustees and vendors);
o Arrange and pay for a tax preparer to sign the Fund's federal and state
tax returns
o Compute tax basis provisions for both excise and income tax purposes;
o Assist with the preparation of the annual and semi-annual shareholder
reports;
o Maintain certain books and records of the Fund as required under Rule
31a-1 of the 1940 Act, as may be mutually agreed upon;
o Prepare and furnish total return performance information for the Fund(s),
including such information on an after-tax basis, calculate in accordance
with applicable U.S. securities laws and regulations, as may be reasonably
requested by Fund management; and
o Provide sub-certifications in connection with the requirements of the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to services provided by the
Administrator.
SCHEDULE C
FUND ACCOUNTING SERVICES
Northern shall provide the following services, in each case, subject to the
control, supervision and direction of the Fund and the Fund's Board of Trustees
and the review and comment by the Fund's auditors and legal counsel and in
accordance with procedures which may be established from time to time between
the Fund and Northern :
Description of Accounting Services on a Continuous Basis:
o Consult with the Fund's officers, independent accountants, legal counsel,
custodian, fund accountant, distributor and transfer agent in establishing
the accounting policies of the Fund;
o Maintain the books and records for the Fund's assets including records of
all securities transactions;
o Calculation of the Fund's Net Asset Value per share utilizing prices
obtained from mutually agreeable sources and transmitting valuation as
required by the Fund's investment adviser;
o Execute Security Pricing in accordance with Fund's pricing policy;
o Reconcile positions, entitlements, accruals and cash with custody records
and provide advisor with the beginning cash balance available for
investment purposes;
o Calculate monthly SEC yield and transmit information as required by the
Fund's investment adviser;
o Verify investment buy/sell trade tickets when received from the investment
adviser for the Fund;
o Compute, as appropriate, and in consultation with the Fund's auditors and
tax advisors, the net income and capital gains and losses, dividend
payables, dividend factors, yields and weighted average maturity;
o Determine unrealized appreciation and depreciation on securities held by
the Fund;
o Amortize premiums and accrete discounts on securities purchased at a price
other than face value, if requested by the Fund's investment advisor;
o Post Fund transactions to appropriate categories;
o Accrue expenses as established in the expense budget of the Fund;
o Determine the outstanding receivables and payables for all security
trades, portfolio share transactions and income and expense accounts in
accordance with the budgets provided by the Fund or its investment
adviser;
o Coordinate with the Fund's independent auditors and provide accounting
reports in connection with the Fund's regular annual audit and other
routine audits and examinations by regulatory agencies; and
o Maintain historical tax lots for each security.
