FUND ACCOUNTING SERVICING AGREEMENT
This contract between ICON Funds, a Massachusetts business trust, hereinafter
called the "Funds," and Firstar Trust Company, a Wisconsin corporation,
hereinafter called "FTC," is entered into on this 9th day of October, 1996.
WHEREAS, ICON Funds, 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 Fund 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. 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
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 are open as defined in the
prospectuses, determine the net asset value of the
according to the accounting policies and procedures
set forth in the prospectuses.
(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
portfolios of the Funds to support the tax reporting
required for IRS-defined regulated investment
companies.
(2) Maintain tax lot detail for the investment portfolio.
(3) Calculate taxable gain/loss on security sales using
the tax lot relief method 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 ICON Funds, 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 portfolio 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 desire 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 first
anniversary of this Agreement, the Fund agrees to reimburse Agent for the
difference between the standard fee schedule and the discounted fee schedule
agreed to between the parties.
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 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 Directors 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 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 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 , 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 ICON Funds
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 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:
U.S. EQUITY FUNDS FOREIGN EQUITY FUNDS
Basic Materials Fund North Asia Region Fund
Capital Goods Fund South Asia Region Fund
Consumer Cyclicals Fund North Europe Region Fund
Consumer Staples Fund South Europe Region Fund
Energy Fund Western Hemisphere Region Fund
Financial Services Fund
Healthcare Fund
Leisure Fund FIXED INCOME FUNDS
Technology Fund
Telecommunication & Utilities Fund Short-Term Fixed Income Portfolio
Transportation 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 ICON Funds by written notice to FTC,
FTC will promptly, upon such termination and at the expense of ICON Funds,
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 ICON Funds (if such form differs from the form in which FTC has
maintained the same, ICON Funds 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 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, and notice to
Funds shall be sent to:
Xx. Xxxx X. Xxxxxx, CPA
Vice President and Chief Financial Officer
ICON Funds
c/o Meridian Management & Research Corp.
00000 X. Xxxxxxxx Xxxx, Xxxxx XX
Xxxxxxxxx, XX 00000
Xx. Xxxxxxx X. Xxxxxxxxxxxx
Vice President and Secretary
ICON Funds
c/o AmeriPrime Financial
0000 Xxxxxxxxx Xxxxx, XXX 000
Xxxxxxxxx, XX 00000
Xx. Xxxxxxx X. Xxxxxx, Xx.
Independent Legal Counsel
ICON Funds
000 Xxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
15. CHOICE OF LAW. This Agreement shall be construed in
accordance with the laws of the State of Wisconsin.
16. MISCELLANEOUS. Every contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officers or officer shall
give notice (a) that the ICON Funds Master Trust agreement is on file with the
Secretary of the Commonwealth of Massachusetts, (b) that the document was
executed or made on behalf of the Trust or by them as Trustees or as officers
and not by them individually, and (c) that the obligations of such instrument
are not binding upon any of them or the Shareholders individually, but are
binding only upon the assets and property of the Trust, or the particular
Sub-Trust in question, as the case may be. Omission of such notice shall not
operate to bind any Trustee, officer or Shareholder individually.
IN WITNESS WHEREOF, the due execution hereof on the date first
above written.
ATTEST: FIRSTAR TRUST COMPANY
/s/ Xxxx X. Klubunde By /s/ Xxxxx X. Xxxxx
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Assistant Secretary President
ATTEST: ICON FUNDS
/s/ Xxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxx
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Chief Financial Officer President
