Exhibit No. EX-99.h.3
FUND ACCOUNTING SERVICING AGREEMENT
This contract between The Rockland Funds Trust, a Delaware business trust
(hereinafter called the "Company") and Firstar Trust Company, a Wisconsin
corporation (hereinafter called "FTC") is entered into as of the 18th day of
November, 1996.
WHEREAS, the Company is an open-ended management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Company is authorized to create separate series, each with its
own separate investment portfolio;
WHEREAS, FTC is in the business of providing, among other things, mutual
fund accounting services to investment companies; and
WHEREAS, the Company desires to retain FTC to provide accounting services
to each series of the Company listed on Schedule A attached hereto (hereinafter
collectively called the "Funds"), as may be amended from time to time.
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 Company and each of 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 of the Company and apply those
prices to the portfolio positions. For those securities where market
quotations are not readily available, the Board of Trustees of the
Company 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 Company as to methodology, rate or dollar
amount.
(2) Record payments for Fund expenses upon receipt of written
authorization from the Company.
(3) Account for Fund expenditures and maintain expense accrual
balances at the level of accounting detail, as agreed upon by FTC and
the Company.
(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 Company.
(3) Determine net investment. income (earnings) for each 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 and other accounts, books and
financial records for each Fund in the form as agreed upon.
(5) Determine the net asset value of each Fund according to the
accounting policies and procedures set forth in the Funds' Prospectus.
(6) Calculate per share net asset value, per share net earnings,
and other per share amounts reflective of Fund operations at such time
as required by the nature and characteristics of each 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 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 Company.
(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 Funds' accounting records
available to the Company, the Securities and Exchange Commission, and
the outside auditors.
(2) Maintain accounting records according to the 1940 Act 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 Company's Board of Trustees
and apply those prices to the portfolio positions of each Fund. For those
securities where market quotations are not readily available, the Company's
Board of Trustees shall approve, in good faith, the method for determining the
fair value for such securities.
If the Company desires to provide a price which varies from the pricing
source, the Company shall promptly notify and supply FTC with the valuation of
any such security on each valuation date. All pricing changes made by the
Company 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 price is effective.
3. CHANGES IN ACCOUNTING PROCEDURES. Any resolution passed by the Board
of Trustees of the Company that affects accounting practices and procedures
under this Agreement shall be effective upon written receipt and acceptance by
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 Company
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
Schedule B and as mutually agreed upon and amended from time to time.
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 Company 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 Company 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 Company, 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 Company.
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 Company 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 Company may
be asked to indemnify or hold FTC harmless, the Company 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 Company promptly concerning any situation which presents
or appears likely to present the probability of such a claim for
indemnification against the Company. The Company shall have the option to
defend FTC against any claim which may be the subject of this
indemnification. In the event that the Company so elects, it will so
notify FTC and thereupon the Company 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 Company will be asked to indemnify FTC except with the
Company's prior written consent.
C. FTC shall indemnify and hold the Company 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
Company 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. NO AGENCY RELATIONSHIP. Nothing herein contained shall be deemed to
authorize or empower FTC to act as agent for the other party to this Agreement,
or to conduct business in the name of, or for the account of, the other party to
this Agreement.
8. 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 Company but not inconsistent with the rules
and regulations of appropriate government authorities, in particular, Section 31
of the 1940 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 Company and will be preserved, maintained, and
made available in accordance with such section and rules of the 1940 Act and
will be promptly surrendered to the Company on and in accordance with its
request.
9. PROPRIETARY AND CONFIDENTIAL INFORMATION. FTC agrees on behalf of
itself and its directors, officers, and employees to treat confidentiality and
as proprietary information of the Company all records and other information
relative to the Company and prior, present, or potential shareholders of the
Company (and clients of said shareholders), and not to use such records and
information for any purpose other than the performance of its responsibilities
and duties hereunder, except after prior notification to and approval in writing
by the Company, which approval shall not be unreasonably withheld and may not be
withheld where FTC may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Company.
10. DATA NECESSARY TO PERFORM SERVICES. The Company or its agent, which
may be FTC, shall furnish to FTC the data necessary to perform the services
described herein at such times and in such form as mutually agreed upon.
11. NOTIFICATION OF ERROR. The Company 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 Company, 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.
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 Company by written notice to FTC, FTC will
promptly, upon such termination and at the expense of the Company, 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 Company (if such form differs from the form in which FTC has
maintained the same, the Company 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 ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ and notice to the Company shall be sent toThe Rockland Funds Trust, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
15. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held invalid by a court or regulatory
agency decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be governed by Wisconsin
law, provided, however, that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation promulgated by the SEC
thereunder. This Agreement constitutes the entire Agreement of the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first written above.
The Rockland Funds Trust: Firstar Trust Company:
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Attest: /s/▇▇▇▇ Severem Attest: /s/▇▇▇▇ ▇. ▇▇▇▇
--------------------------- ------------------------
Schedule A
SEPARATE SERIES OF THE ROCKLAND FUNDS TRUST
-------------------------------------------
Name of Series Date Added
-------------- ----------
The Rockland Growth Fund November 18, 1996
- Retail Class
- Institutional Class
FUND ACCOUNTING SERVICES
ANNUAL FEE SCHEDULE
SCHEDULE B
ROCKLAND SMALL CAP GROWTH FUND
Domestic Equity Funds
$30,000 for the first $100 million
1.25 basis point on the next $200 million
.75 basis points on the balance
Domestic Balanced Funds
$33,000 for the first $100 million
1.5 basis point on the next $200 million
1 basis points on the balance
Domestic Fixed Income Fund, Funds of Funds, International Equity Funds,
Tax-Exempt Money Market Funds
$39,000 for the first $100 million
2 basis point on the next $200 million
1 basis points on the balance
Taxable Money Market Funds
$39,000 for the first $100 million
1 basis point on the next $200 million
1/2 basis point on the balance
International Income Funds
$42,000 for the first $100 million
3 basis point on the next $200 million
1.5 basis points on the balance
All fees are billed monthly plus out-of-pocket expenses, including
pricing service:
Domestic and Canadian Equities $.15
Options $.15
Corp/Gov/Agency Bonds $.50
CMO's $.80
International Equities and Bonds $.50
Municipal Bonds $.80
Money Market Instruments $.80
Multiple Classes - Each class is an additional 25% of the charge of the initial
class.
Extraordinary services - quoted separately
NOTE - All schedules subject to change depending upon the use of derivatives -
options, futures, short sales, etc.
