ACCOUNTING SERVICES AGREEMENT
Between
The Growth Mutual Fund Portfolio
and
Mutual Funds Service Co.
AGREEMENT, dated as of February 28, 2000, between THE GROWTH MUTUAL FUND
PORTFOLIO, a New York trust (the "Trust"), and MUTUAL FUNDS SERVICE CO., an Ohio
corporation (the "Agent");
WHEREAS, the Trust desires to appoint the Agent as its Accounting Services
Agent to perform certain accounting and record keeping functions required of a
duly registered investment company; to file certain financial reports; to
maintain and preserve certain books, accounts, and records as the basis for such
reports; and to perform certain daily functions in connection with such accounts
and records;
WHEREAS, the Agent is willing to perform such functions upon the terms and
conditions herein set forth; and
WHEREAS, pursuant to a separate Agreement, the Agent will perform the
duties of administrator, transfer agent, and dividend disbursing agent for the
Trust,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
Section 1. Upon receipt of necessary information and appropriate
instructions from the Trust, the Agent shall maintain and keep current the
following books, accounts, records, journals, or other records of original
entry, relating to the business of the Trust, and necessary or advisable for
compliance with applicable regulations, including Rules 31(a)-1 and 31(a)-2, of
the Investment Company Act of 1940, as amended, and as may be mutually agreed to
between the Trust and the Agent:
(a) Cash Receipts
(b) Cash Disbursements
(c) Dividend Record
(d) Purchase and Sales of Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledger
(g) Broker Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and collateral
therefor
(l) Trial Balances
Unless appropriate information necessary to perform the above functions is
furnished to the Agent in a timely manner, the Agent shall incur no liability to
the Trust or any other person.
It shall be the responsibility of the Trust to furnish the Agent with the
declaration, record, and payment dates and amounts of any dividends or income
and any other special actions required concerning each of the Trust's
Securities.
The Agent shall maintain all accounts and records above mentioned as
required by regulation and as agreed upon between the Trust and the Agent.
Section 2. The Agent shall make proper accounting entries in accordance
with instructions received from the Trust therewith. The Trust shall direct that
each broker-dealer, or other person through whom a transaction has occurred,
shall send a confirmation thereof to the Agent. The Agent shall verify this
confirmation against the instructions received from the Trust and forward the
confirmation to the Custodian. The Agent shall promptly notify the Trust of any
discrepancy between the confirmation and the Trust's instructions when received
from the Trust but shall incur no responsibility or liability for such
discrepancy. The Trust shall cause any necessary corrections to be made and
shall advise the Agent and the Custodian accordingly.
Section 3. The Agent shall calculate the Trust's net asset value in
accordance with the Trust's registration statement.
The Agent shall prepare and maintain a daily evaluation of portfolio
securities for which market quotations are available by the Agent's use of
Quotron Financial Information Services; all other Securities shall be evaluated
in accordance with the Trust's instructions, and the Agent shall have no
responsibility or liability for the accuracy of the information supplied by the
Trust.
The Trust assumes all responsibility for computation of "amortized cost",
valuation of securities, and all valuations not ascertainable solely by
mechanical procedures.
Section 4. At the end of each month, the Agent shall obtain from the
Custodian a monthly statement of cash and portfolio transactions, which shall be
reconciled with the Agent's accounts and records maintained for the Trust. The
Agent shall report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.
Section 5. The Agent shall supply daily and periodic reports to the Trust,
as required by law or regulation, and as requested by the Trust and agreed upon
by the Agent.
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Section 6. The Trust shall report and confirm to the Transfer Agent all
Share transactions of which it is aware. The Agent shall obtain from the
Transfer Agent daily reports of Share transactions.
The Agent shall reconcile outstanding Shares with the Transfer Agent
periodically and certify at least monthly to the Trust the reconciled Share
balance outstanding.
Section 7. The accounts and records of the Trust maintained by the Agent
shall be the property of the Trust, and shall be made available to the Trust,
within a reasonable period of time, upon demand. The Agent shall assist the
Trust's independent auditors, or upon approval of the Trust, or upon demand, any
regulatory body, in any requested review of the Trust's accounts and records but
shall be reimbursed for all expenses and employee time invested in any such
review outside of routine and normal periodic review. Upon receipt from the
Trust of the necessary information, the Agent shall supply the necessary data
for the Trust's completion of any necessary tax returns, questionnaires,
periodic reports to investors in the Trust, and such other reports and
information requests as the Trust and the Agent shall agree upon from time to
time.
Section 8. The Agent and the Trust may from time to time adopt uniform or
standing procedures, and the Agent may conclusively assume that any procedure
approved by the Trust, or directed by the Trust, does not conflict with or
violate any requirements of its registration statement, Declaration of Trust,
By-Laws, or any rule or regulation of any regulatory body or governmental
agency. The Trust shall be responsible to notify the Agent of any changes in
regulations or rules which might necessitate changes in the Agent's procedures.
Section 9. The Agent may rely upon the advice of the Trust and upon
statements of the Trust's accountants and other persons believed by it in good
faith to be expert in matters upon which they are consulted, and the Agent shall
not be liable for any actions taken in good faith upon such statements.
Section 10. The Agent shall not be liable for any action taken in good
faith reliance upon any authorized oral or written instructions, any certified
copy of any resolution of the Trustees of the Trust or any other document
reasonably believed by the Agent to be genuine and to have been executed or
signed by the proper person or persons. The Trust will send written instructions
to cover oral instructions, and the Agent will compare the information against
the oral instructions previously furnished. The Agent will inform the Trust
immediately of any noted discrepancy or will request, if no written instruction
is received in a reasonable time, that the Trust forward same to Agent.
The Agent shall not be held to have notice of any change of authority of
any officer, employee, or agent of the Trust until receipt of notification
thereof by the Trust.
In addition to indemnification expressly provided elsewhere in this
Agreement, the Trust shall indemnify and hold harmless the Agent from all claims
and liabilities (including reasonable expenses for legal counsel) incurred by or
assessed against the Agent in connection with the performance of this Agreement,
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except such as may arise from the Agent's own negligent action, omission, or
willful misconduct; provided, however, that before confessing any claim against
it, the Agent shall give the Trust reasonable opportunity to defend against such
claim in the name of the Trust, the Fund or the Agent or any of them.
Section 11. The Shareholders, Trustees, officers, employees and agents of
the Trust shall not be personally bound by or liable hereunder, nor shall resort
be had to their private property for the satisfaction of any obligation or claim
hereunder.
Section 12. The Trust agrees to pay the Agent compensation for its services
and to reimburse it for expenses, as set forth in a Schedule attached hereto, or
as shall be set forth in amendments to such Schedule approved by the Trust and
the Agent.
Section 13. Nothing contained in this Agreement is intended to or shall
require the Agent, in any capacity hereunder, to perform any functions or duties
on any holiday or other day of special observance on which the New York Stock
Exchange is closed. Functions or duties normally scheduled to be performed on
such days shall be performed on, and as of, the next business day on which both
the New York Stock Exchange and the Agent are open.
Section 14. This Agreement may be terminated by either party upon 60 days'
prior written notice.
Section 15. Any notice or other communication required by or permitted to
be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Trust:
----------------
The Growth Mutual Fund Portfolio
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
c/o ▇. ▇▇▇▇▇▇ & Associates, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Agent:
----------------
Mutual Funds Service Co.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Section 16. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 17. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Trust without the written consent of the Agent,
or by the Agent without the written consent of the Trust, authorized or approved
by a resolution of its Trustees.
Section 18. This Agreement shall be governed by the laws of the State of
Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
THE GROWTH MUTUAL FUND PORTFOLIO
By_________________________
MUTUAL FUNDS SERVICE CO.
By__________________________
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MUTUAL FUNDS SERVICE COMPANY
FEE SCHEDULE FOR ACCOUNTING SERVICES
CURRENT FEE SCHEDULE
THE GROWTH MUTUAL FUND PORTFOLIO
A. MINIMUM ANNUAL FEE - The Growth Mutual Fund Portfolio, $30,000 (Based on the
Portfolio's average net assets - payable monthly).
BASIS POINT FEE
15 Basis Points on first $10 million of assets
10 Basis Points on next $20 million of assets
2 Basis Points on next $50 million of assets
1 Basis Point on assets over $80 million.
B. In addition, all out-of-pocket expenses shall be separately charged.
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