FORM OF FUND ACCOUNTING SERVICING AGREEMENT
This contract between THE XXXXXXX TRUST, a Delaware Business Trust consisting of
three funds, The Ramirez Cash Management Money Market Fund, The Xxxxxxx New York
Tax Free Money Market Fund and The Xxxxxxx U.S. Treasury Money Market Fund
hereinafter called the "Funds," and Firstar Trust Company, a Wisconsin
corporation, hereinafter called "FTC," is entered into on this fifteenth day of
September, 1998.
WHEREAS, The 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 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 Funds as to methodology, rate or
dollar amount.
(2) Record payments for Funds expenses upon receipt of
written authorization
from the Funds.
(3) Account for fund expenditures and maintain expense
accrual balances at the level of accounting detail, as agreed
upon by FTC and the Funds.
(4) Provide expense accrual and payment reporting.
C. Funds Valuation and Financial Reporting Services:
(1) Account for Funds share purchases, sales, exchanges,
transfers, dividend reinvestments, and other Funds share activity
as reported by the transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the Funds.
(3) Determine net investment income (earnings) for the Funds
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 Funds in the form as
agreed upon.
(5) For each day the Funds is open as defined in the
prospectus, determine the net asset value 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 Funds.
(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 Funds to support the tax reporting required for
IRS-defined regulated investment companies.
(2) Maintain tax lot detail for the investment portfolios.
(3) Calculate taxable gain/loss on security sales using the
tax lot relief method
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designated by the Funds.
(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 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 a
pricing source selected by FTC but approved by the Funds' Board and apply those
prices to the portfolios positions. For those securities where market quotations
are not readily available, the Funds' Board shall approve, in good faith, the
method for determining the fair value for such securities.
If the Funds desires to provide a price which varies from the
pricing source, the Funds shall promptly notify and supply FTC with the
valuation of any such security on each valuation date. All pricing changes made
by the Funds 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. If the Fund
elects to terminate this Agreement prior to the anniversay of this Agreement,
the Fund agrees to reimburse Agent for the differrence between the standard fee
schedule and the discounted fee schedule agreed to between the parties.
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6. PERFORMANCE OF SERVICE.
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 Funds 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 Funds 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 Funds, 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 Funds.
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 Funds 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 Funds may be asked to indemnify or hold FTC harmless, the
Funds 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
Funds promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification against the Funds. The Funds shall have the
option to defend FTC
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against any claim which may be the subject of this
indemnification. In the event that the Funds so elects, it will
so notify FTC and thereupon the Funds 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 Funds
will be asked to indemnify FTC except with the Funds' prior
written consent.
C. FTC shall indemnify and hold the Funds 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 Funds 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 Funds 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 Funds 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 Funds on and in accordance with its request.
8. CONFIDENTIALITY. FTC shall handle in confidence all information
relating to the Funds' business, which is received by FTC during the course of
rendering any service hereunder.
9. DATA NECESSARY TO PERFORM SERVICES. The Funds 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 Funds 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 Funds, 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.
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11. ADDITIONAL SERIES. In the event that The Xxxxxxx Trust establishes
additional 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 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 portfolio currently covered by
this Agreement is: The Ramirez Cash Management Money Market Fund, The Xxxxxxx
New York Tax-Free Money Market Fund and The Xxxxxxx U.S. Treasury Money Market
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 Xxxxxxx Trust by written notice to FTC, FTC will
promptly, upon such termination and at the expense of The 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 Xxxxxxx Trust (if such form differs from the form in which FTC
has maintained the same, The 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 Mutual Funds Services located at 000
Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 and notice to the Funds shall
be sent to The Xxxxxxx Trust located at 00 Xxxxxxxx, Xxx Xxxx, X.X. 00000.
15. CHOICE OF LAW. This Agreement shall be construed in accordance with
the laws of the State of Wisconsin.
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IN WITNESS WHEREOF, the due execution hereof on the date first above
written.
THE XXXXXXX TRUST FIRSTAR TRUST COMPANY
By__________________________________ By_________________________________
Print: ______________________________ Print: ____________________________
Title: ______________________________ Title: ____________________________
Date: ______________________________ Date: _____________________________
Attest: ______________________________ Attest:____________________________
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EXHIBIT A
FUND VALUATION AND ACCOUNTING
ASSET PRICING COST
ASSET TYPE CHARGE PER ITEM PER VALUATION
(DAILY, WEEKLY, ETC.)
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
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EXHIBIT B
FUND VALUATION AND ACCOUNTING
DOMESTIC PORTFOLIOS
ANNUAL FEE SCHEDULE
Fixed Income Funds
o Annual fee per fund based on market value of assets:
- $25,000 for the first $40,000,000
- 2/100 of 1% (2 basis points) on the next $200,000,000
- 1/100 or 1% (1 basis point) on the balance
o Out-of-pocket expenses, including daily pricing service
Equity Funds
o Annual fee per fund based on market value of assets:
- $24,000 for the first $40,000,000
- 1/100 of 1% (1 basis point) on the next $200,000,000
- 5/1000 of 1% (1/2 basis point) on the balance
o Out-of-pocket expenses, including daily pricing service
Money Market Funds
o Annual fee per fund based on market value of assets:
- $25,000 for the first $40,000,000
- 1/100 of 1% (1/2 basis point) on the next $200,000,000
- 5/1000 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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