FUND ACCOUNTING SERVICE AGREEMENT
AGREEMENT made as of the 1st day of September 2001 by and between Rochdale
Investment Trust (the "Trust"), a Delaware business trust and ICA Fund Services
Corp., a Delaware corporation ("ICA").
WHEREAS, the Trust is an open-end management series investment company
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, ICA provides certain transfer agency services to the Trust
pursuant to an agreement dated August 13, 2001, and also provides certain
administration services to the Trust pursuant to an agreement dated June 28th
1998; and
WHEREAS, the Trust desires to have ICA perform for the Trust certain
additional services appropriate to the operations of each of the investment
portfolios of the Trust, all as now or hereinafter established (each a" Fund"
and collectively, the "Funds"), and ICA is willing to furnish such services in
accordance with the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the Trust and ICA hereby agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF ICA
1.01. Subject to the terms and conditions set forth in this Agreement, the
Trust hereby employs and appoints ICA, and ICA agrees to act, as accounting
agent for the Funds.
1.02. ICA will perform the following services for the Fund:
(a) Maintenance of Books and Records. ICA will keep and maintain the
following books and records of each Fund pursuant to Rule 31 a-i
under the Investment Company Act of 1940 (the "Rule"):
(i) Journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and
disbursements of cash and all other debits and credits, as
required by subsection (b)(1) of the Rule;
(ii) General and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts,
including interest accrued and interest received, as
required by subsection (b)(2)(i) of the Rule;
(iii)Separate ledger accounts required by subsection (b)(2)(ii)
and (iii) of the Rule; and
(iv) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of
the Rule.
(b) Performance of Daily Accounting Services. In addition to the
maintenance of the books and records specified above, ICA shall
perform the following accounting services daily for each Fund:
(i) Timely calculate (in accordance with the methods specified
by the Board of Trustees) and transmit to the Trust, its
transfer agent and, if applicable, to NASDAQ or any other
market center or similar consolidator of quotation
information for which reporting may become required during
the term of this agreement by any governmental or regulatory
agency, the Fund's daily net asset value;
(ii) Verify and reconcile with the Fund's custodian all daily
trade activity;
(iii)Compute, as appropriate, each Fund's net income and capital
gains, dividend payables, dividend factors, 7-day yields,
7-day effective yields, 30-day yields, and weighted average
portfolio maturity;
(iv) Review daily the net asset value calculation and dividend
factor (if any) for each Fund prior to release to
shareholders, check and confirm the net asset values and
dividend factors for reasonableness and deviations;
(v) Report to the Trust the daily market pricing of securities
in money market funds, if any, with the comparison to the
amortized cost basis;
(vi) Determine unrealized appreciation and depreciation on
securities held in variable net asset value Funds;
(vii)Amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested by
the Trust;
(viii) Update fund accounting system to reflect rate changes, as
received from a Fund's investment adviser, on variable
interest rate instruments;
(ix) Post Fund transactions to appropriate categories;
(x) Accrue expenses of each Fund according to instructions
received from the Trust's Administrator;
(xi) Determine the outstanding receivables and payables for all
(1) security trades, (2) Fund share transactions and (3)
income and expense accounts;
(xii)Provide accounting reports in connection with the Trust's
regular annual audit and other audits and examinations by
regulatory agencies; and
(xiii) Provide such periodic reports as the parties shall agree
upon, as set forth in a separate schedule.
(c) Specia1 Resorts and Services.
(i) ICA may provide additional special reports upon the request
of the Trust or a Fund's investment adviser, which may
result in an additional charge, the amount of which shall be
agreed upon between the parties.
(ii) ICA may provide such other similar services with respect to
a Fund as may be reasonably requested by the Trust, which
may result in an additional charge, the amount of which
shall be agreed upon between the parties.
(d) Additional Accounting Services. ICA shall also perform the
following additional accounting services for each Fund:
(i) Provide accounting information for the following:
(A) federal and state income tax returns and federal excise
tax returns;
(B) the Trust's semi-annual reports with the Securities and
Exchange Commission ("SEC") on Form N-SAR;
(C) the Trust's annual, semi-annual and quarterly (if any)
shareholder reports;
(D) registration statements on Form N-I A and other filings
relating to the registration of Shares;
(E) the Administrator's monitoring of the Trust's status as
a regulated investment company under Subchapter M of
the Internal Revenue Code, as amended;
(F) annual audit by the Trust's auditors; and
(G) examinations performed by the SEC.
(c) Perform all other accounting functions that are usual and
customary for mutual fund accounting service agents which will
allow the Trust to comply with the various Securities Acts and
Rules thereunder, together with such other reports and services
as may be from time to time requested by the Board of Trustees
and mutually agreed upon by ICA and the Trust.
1.03. In the performance of these services, ICA agrees that it shall act in
good faith and with due diligence and prudence consistent with the highest
standards that are usual and customary for mutual fund accounting services
agents.
1.04. ICA shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund or the Trust in any way or otherwise
be deemed an agent of the Fund or the Trust.
2. COMPENSATION OF ICA
In consideration of the services to be performed by ICA as set forth
herein, ICA shall be entitled to receive, and the Trust agrees to pay, the fees
as well as all reasonable out-of-pocket expenses as set forth in the fee
schedule attached hereto as Schedule A. ICA agrees that it shall look only to
the assets of the Fund to satisfy fees earned and expenses incurred by ICA.
3. LIMITATION OF LIABILITY OF ICA AND INDEMNIFICATION
3.01. ICA may rely upon the advice of the Trust, or of counsel for the
Trust and upon statements of the Trust's independent accountants, brokers and
other persons reasonably believed by it in good faith to be expert in the
matters upon which they are consulted, and for any actions reasonably taken in
good faith reliance upon such statements and without negligence or misconduct,
ICA shall not be liable to anyone.
3.02. ICA shall be liable to the Trust for any losses arising out of any
act or omission in the course of its duties, the negligence, misfeasance, bad
faith of ICA or breach of the agreement by ICA or disregard of ICA's obligations
and duties under this agreement or the willful violation of any applicable law
or inaccurate information supplied by pricing agents selected by ICA.
3.03. ICA, the Trust and their respective shareholders, officers, director,
trustees, employees and agents (each an "Indemnified Party") and each of ICA and
the Trust (each an "Indemnifying Party") agree to the following
indemnifications:
(a) ICA shall indemnify and hold the Trust, its officers, directors,
employees, shareholders and agents harmless from and against, any liability for
and any damages, expenses or losses incurred by reason of the inaccuracy of
information furnished to the Trust by ICA, provided that this indemnification
shall not extend to inaccurate information supplied by pricing agents selected
by the Trust or in circumstances where ICA has acted in accordance with the
standard of care established in Sections 1.03 or 3.02 of this Agreement the
Trust shall not have any indemnification obligations with respect to inaccurate
information supplied by pricing agents selected by ICA and ICA shall not have
any indemnification obligations with respect to inaccurate information supplied
by pricing agents selected by the Trust or in circumstances where ICA has acted
in accordance with the standard of care established in Sections 1.03 or 3.02 of
this Agreement.
(b) Except as may otherwise be provided by applicable law, the Trust shall
hold ICA and its officers, directors, employees, shareholder and agents harmless
from and against, any liability for and any damages, expenses or losses incurred
by reason of the inaccuracy of information furnished to ICA by the Trust,
provided that this indemnification shall not extend to inaccurate information
supplied by pricing agents selected by ICA or in circumstances where ICA has
failed to act in accordance with the standard of care established in Section
1.03 or 3.02.
(c) In seeking indemnification hereunder, ICA or the Trust, as the case may
be ("Indemnified Party") shall promptly notify the party from whom
indemnification is sought ("Indemnifying Party") of the assertion of a claim for
which the Indemnifying Party may be required to indemnify the Indemnified Party
and shall keep the Indemnifying Party advised with respect to all developments
regarding such claim. The Indemnifying Party shall have the option to
participate in the defense of such claim. An Indemnified Party in no case shall
confess any claim or make any compromise in any case in which the Indemnifying
Party may be required to indemnify the Indemnified Party except with the
Indemnifying Party's prior written consent.
4. ACTIVITIES OF ICA
The services of ICA under this Agreement are not to be deemed exclusive,
and ICA shall be free to render similar services to others so long as its
services hereunder are not impaired thereby.
5. ACCOUNTS AND RECORDS
ICA shall keep and maintain on behalf of the Trust all books and records
which the Trust and ICA are, or may be, required to keep and maintain pursuant
to any applicable statutes, rules and regulations, including without limitation
Rule 31a-1 under the 1940 Act relating to the maintenance of books and records
in connection with the services to be provided hereunder. The accounts and
records maintained by ICA shall be the property of the Trust, and shall be
surrendered to the Trust promptly upon request by the Trust in the form in which
such accounts and records have been maintained or preserved (including the
electronic or computerized format in which such accounts and records have been
maintained). ICA shall assist the Trust's independent auditors, or, upon
approval of the Trust, any regulatory body, in any requested review of the
Trust's accounts and records. ICA shall preserve the accounts and records as
they are required to be maintained and preserved by Rule 31a-2 under the 1940
Act. In case of any request or demand for the inspection of such records by
another party, ICA will notify the Trust and secure instructions from an
authorized officer of the Trust as to such inspection. ICA reserves the right,
however, to exhibit such records to any person whenever it is advised by its
counsel that it may be held liable for the failure to do so unless (in cases
involving potential exposure only to civil liability) the Trust has agreed to
indemnify ICA against such liability and shall promptly notify the Trust of any
unusual request to inspect or copy the shareholder records of the Fund or the
receipt of any other unusual request to inspect, copy or produce the records of
the Trust.
6. CONFIDENTIALITY
ICA agrees that it will, on behalf of itself and its officers and
employees, treat all information obtained pursuant to, and all transactions
contemplated by this Agreement, and all other information germane thereto, as
confidential and not to be disclosed to any person except as may be authorized
by the Trust.
7. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date hereof and shall
remain in force for an indefinite period, provided that both parties to this
Agreement have the option to terminate the Agreement, without penalty, upon
thirty (30) days prior written notice.
Should the Trust exercise its right to terminate, all expenses incurred by
ICA associated with the movement of records and material will be borne by the
Trust. Such expenses will include all out-of-pocket expenses and the reasonable
cost of all time incurred to train or consult with the successor fund accounting
agent with regard to the transfer of fund accounting responsibilities unless
such termination results because of the breach of the standards set forth in
paragraphs 1.03 or 3.02.
8. AMENDMENTS TO THIS AGREEMENT
This Agreement may be amended by the parties hereto only if such amendment
is in writing and signed by both parties.
9. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
10. NOTICES
All notices and other communications hereunder shall be in writing, shall
be deemed to have been given when received or when sent by telex or facsimile,
and shall be given to the following addresses (or such other addresses as to
which notice is given):
To the Trust: To ICA:
Rochdale Investment Trust ICA Fund Services Corp.
000 Xxxxxxxxx Xxxxxx 0000 X. Xxxxxxxxx Xxxx, Xxxxx 00xX
Xxx Xxxx, XX 00000-0000 Xxxxxxx, XX 00000
11. SYSTEMS AND INSURANCE.
ICA represents and warrants that: it maintains adequate and reliable
computer and other equipment necessary or appropriate to carry out its
obligations under this Agreement. In the event of computer or other equipment
failures beyond its reasonable control, ICA shall use its best efforts to
minimize service interruptions. ICA represents and warrants that the various
procedures and systems which it has implemented with regard to safekeeping from
loss or damage attributable to fire, theft or any other cause of the records,
data, equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are required for the secure performance of its obligations
hereunder. ICA further represents the various procedures and systems which ICA
has implemented with regard to safeguarding from loss or damage attributable to
fire, theft, or any other cause the records, and other data of the Trust and
ICA's records, data, equipment facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make such
changes therein from time to time as are required for the secure performance of
its obligations hereunder. ICA will provide to the Trust on request certified
copies of documents evidencing insurance coverage information and backup systems
procedures and shall, in any event, notify the Trust should any of its insurance
coverage be canceled or reduced. Such notification shall include the date of
change and the reasons therefor. ICA shall notify the Trust 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 Trust from
time to time as may be appropriate of the total outstanding claims made by ICA
under its insurance coverage.
12. MISCELLANEOUS.
(a) Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(b) This Agreement and the rights and duties hereunder shall not be
assignable with respect to a Fund by either of the parties hereto except by the
specific written consent of the other party. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.
(c) This Agreement shall be governed by, and its provisions shall be
construed in accordance with, the laws of the State of Delaware. It is expressly
agreed that the obligations of the Trust hereunder shall not be binding upon any
of the Trustees, shareholders, nominees, officers, agents or employees of the
Trust personally, but shall bind only the trust property of the Trust. The
execution and delivery of this Agreement have been authorized by the Trustees,
and this Agreement has been signed and delivered by an authorized officer of the
Trust, acting as such, and neither such authorization by the Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust as provided in the Trust's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ROCHDALE INVESTMENT TRUST ICA FUND SERVICES CORP.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxx Name: Xxxx Xxxxxxx
Title:Chairman and Trustee Title: Vice President
