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FUND ACCOUNTING SERVICING AGREEMENT
This contract between Xxxxxx Series Trust, a Delaware Business Trust consisting
of Xxxxxx Value Fund, (hereinafter called the "Fund"), and Firstar Trust
Company, a Wisconsin corporation, hereinafter called "FTC," is entered into on
this thriteenth day of February, 1997.
WHEREAS, Xxxxxx Series 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 Funds:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date +1 basis
using security trade information communicated from the
investment manager on a timely basis.
(2) For each valuation date, obtain prices from a
pricing source 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 balances as
of each valuation date and calculate gross earnings on
investments for the accounting period.
(4) Determine gain/loss on security sales and identify
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 Fund as to methodology,
rate or dollar amount.
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(2) Record payments for Fund expenses upon receipt of written
authorization from the Fund.
(3) Account for fund expenditures and maintain expense accrual
balances at the level of accounting detail, as agreed upon by FTC
and the Fund.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for fund share purchases, sales, exchanges,
transfers, dividend reinvestments, and other fund share activity as
reported by the transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the Fund.
(3) Determine net investment income (earnings) for the Fund 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 Fund in the form as
agreed upon.
(5) For each day the Fund 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 fund operation
at such time as required by the nature and characteristics of the
Fund.
(7) Communicate, at an agreed upon time, the per share price
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 Fund 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 Fund.
(4) Provide the necessary financial information to support the
taxable components of income and capital gains 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 fund accounting
records available to the Xxxxxx Series 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 a
pricing source selected by FTC but approved by the Fund's Board and apply those
prices to the portfolio positions and to value collateral held with respect to
repurchase agreements and securities loans. For those securities where market
quotations are not readily available, the Fund's Board shall approve, in good
faith, the method for determining the fair value for such securities in
accordance with the method determined by the Fund's Board of Trustees.
If the Fund desires to provide a price which varies from the pricing
source, the Fund shall promptly notify and supply FTC with the valuation of any
such security on each valuation date. All pricing changes made by the Fund
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 are 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 Funds 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.
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6. PERFORMANCE OF SERVICE.
A. FTC shall exercise reasonable care and act in good faith 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 Fund 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 Fund 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 Fund, 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 Trustees of the Fund.
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 Fund 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
Fund may be asked to indemnify or hold FTC harmless, the Fund 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
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the Fund promptly concerning any situation which presents or
appears likely to present the probability of such a claim for
indemnification against the Fund. The Fund shall have the
option to defend FTC against any claim which may be the
subject of this indemnification. In the event that the Fund
so elects, it will so notify FTC and thereupon the Fund shall
take over complete defense of the claim, and FTC 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 Fund will be asked to indemnify FTC
except with the Fund's prior written consent.
C. FTC shall indemnify and hold the Fund 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 Fund 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.
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 Fund 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 Fund 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 Fund on and in accordance with its request.
8. CONFIDENTIALITY. FTC shall handle in confidence all information
relating to the Fund's business, which is received by FTC during the course of
rendering any service hereunder.
9. DATA NECESSARY TO PERFORM SERVICES. The Fund 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 Fund will notify FTC of any balancing or
control error caused by FTC within three (3) business days after receipt of any
reports rendered by FTC to the Fund, or within three (3) business days after
discovery of any error or omission not covered in the balancing or control
procedure, or within three (3) business days of receiving notice from any
shareholder.
11. ADDITIONAL SERIES. In the event that the Xxxxxx Series 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: Xxxxxx
Value 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 Xxxxxx Series Trust by written notice to FTC, FTC
will promptly, upon such termination and at the expense of Xxxxxx Series 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 Xxxxxx Series Trust (if such form differs from the
form in which FTC has maintained the same, Xxxxxx Series 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 Mutual Fund Services located at 000
Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, and notice to Fund shall be
sent to The Xxxxxx Series Trust located at 000 Xxxx 00xx Xxxxxx, Xxxxxx-Xxxxx
Xxxxx, Xxx Xxxx, X.X. 00000.
15. CHOICE OF LAW. This Agreement shall be construed in accordance with
the laws of the State of Wisconsin. Trustees and shareholders shall not be
personally liable for obligations of the Fund in connection with any matter
arising from or in connection with this Agreement.
16. This Servicing Agreement can not be assigned without consent of Xxxxxx
Series Trust.
IN WITNESS WHEREOF, the due execution hereof on the date first above written.
Xxxxxx Series Trust Firstar Trust Company
By: /s/ Xxxxx Xxxxxx By: /s/ Xxx X. Xxxxxxx
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Title: Chief Financial Officer/Treasurer Title: First Vice President
Date: February 13, 1997 Date: February 27, 1997
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Attest: /s/ Xxxxx X. Xxxxxxxxx Attest: /s/ Xxxx Rock
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EXHIBIT A
FUND ACCOUNTING SERVICING AGREEMENT
FUND VALUATION AND ACCOUNTING
DOMESTIC PORTFOLIOS
ANNUAL FEE SCHEDULE
Fixed Income Funds
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o Annual fee per fund based on market value of assets:
o$25,000 for the first $40,000,000
o2/100 of 1% (2 basis points) on the next $200,000,000
o1/100 or 1% (1 basis point) on the balance
o Out-of Pocket expenses, including daily pricing service
Equity/Balance Funds
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o Annual fee per fund based on market value of assets:
o$22,000 for the first $400,000,000
o1/100 of 1% (1 basis point) on the next $200,000,000
o5/100 of 1% (1/2 basis point) on the balance
o Out-of Pocket expenses, including daily pricing service
Money Market Funds
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o Annual fee per fund based on market value of assets:
o$25,000 for the first $40,000,000
o1/100 of 1% (1 basis point) on the next $200,000,000
o5/1000 of 1% (1/2 basis point) on the balance
o Out-of Pocket expenses, including daily pricing service
All fees and out-of-pocket expenses are billed monthly.
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FUND VALUATION AND ACCOUNTING
ASSET PRICING COST
CHARGE PER ITEM PER VALUATION
ASSET TYPE (DAILY, WEEKLY, ETC.)
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Domestic and Canadian Equities $0.15
Options $0.15
Corporate/Government/Agency Bonds $0.50
CMOs $0.80
International Equities and Bonds $0.50
Municipal Bonds $0.80
Money Market Instruments $0.80
Pricing costs are billed monthly.
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