ACCOUNTING SERVICES AGREEMENT
AGREEMENT made as of the _____ day of __________, 1997 by and between
Xxxxx Xxxxxxxx & Company, a [Delaware corporation] ("BFK"), and LEVCO Series
Trust, a Delaware business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain BFK to render certain accounting
services to those series of the Trust described in Schedule A hereto, (each a
"Fund" and, collectively, the "Funds"), and BFK is willing to render such
services;
W I T N E S S E T H:
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NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints BFK to act as accounting
agent for the Trust on the terms set forth in this Agreement. BFK accepts such
appointment and agrees to render the services herein set forth for the
compensation provided for in Schedule B, annexed hereto and incorporated herein.
In the event that the Trust establishes additional series with respect
to which the Trust decides to retain BFK to act as accounting agent, the Trust
shall so notify BFK in writing. If BFK is willing to render such services, BFK
shall notify the Trust in writing whereupon such portfolio shall be deemed to be
a Fund hereunder and shall be subject to the provisions of this Agreement except
to the extent that said provisions (including those relating to the compensation
payable by the Funds to BFK) are modified with respect to such Fund in writing
by the Trust and BFK at the time. Without limiting the foregoing, it is
understood that the Trust will from time to time issue separate series or
classes of shares and may classify and reclassify shares of any such series or
class. BFK shall identify to each such series or class property belonging to
such series or class and in such reports, confirmations and notices to the Trust
called for under this Agreement shall identify the series or class to which such
report, confirmation or notice pertains.
2. Delivery of Documents. The Trust will provide BFK with any
documents that BFK may reasonably request and will notify BFK as soon as
possible of any matter materially affecting the performance by BFK of its
services under this Agreement.
3. Duties. Subject to the supervision and direction of the Board of
Trustees of the Trust, BFK, as accounting agent, will provide accounting related
services to the Trust and assist in supervising various other services and
undertakes to perform the following specific services (including the maintenance
of such accounts, books and records relating to such services as may be required
by Section 31(a) of the 1940 Act and the rules thereunder):
(a) Internal fund accounting and auditing services;
(b) Valuing the Trust's assets and calculating the net asset
value of the shares of the Fund on each business day as set forth in the Trust's
Prospectuses in accordance with such procedures as may be adopted by the Board
of Trustees of the Trust;
(c) Accumulating information for and, subject to approval by the
Trust's Treasurer, preparing all required financial statements for the Trust and
preparing reports to the Trust's shareholders of record and the Securities and
Exchange Commission including, but not necessarily limited to, Annual and Semi-
Annual Reports to shareholders, Semi-Annual Reports on Form N-SAR and Notices
pursuant to Rule 24f-2; and
(d) Assisting in the preparation and filing of the Trust's tax
returns.
In performing its duties as accounting agent for the Trust, BFK will
act in accordance with the Declaration of Trust, By-Laws, and Prospectuses of
the Trust and with the instructions and directions of the Board of Trustees of
the Trust and will conform to and comply with the requirements of the 1940 Act
and the rules thereunder and all other applicable federal or state laws and
regulations.
4. Allocation of Expenses. BFK shall bear all expenses in connection
with the performance of its services under this Agreement, except as noted
below.
(a) BFK shall not be required to pay any of the following
expenses incurred by the Trust: costs of printing and mailing prospectuses,
reports and notices; taxes and fees payable to federal, state and other
governmental agencies; outside auditing expenses; outside legal expenses; or
other expenses not specified in this Section 4 which may be properly payable by
the Trust.
(b) For the services to be rendered, the facilities to be
furnished and the payments to be made to BFK, as provided for in this Agreement,
the Trust shall compensate BFK for its services rendered pursuant to this
Agreement in accordance with the fees set forth in Schedule B, annexed hereto
and incorporated herein. Such fees do not include out-of-pocket disbursements of
BFK for which BFK will be entitled to xxxx
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separately. Out-of-pocket disbursements shall include the items specified in
Schedule C, annexed hereto and incorporated herein.
(c) BFK will xxxx the Trust as soon as practicable after the
end of each calendar quarter, and said xxxxxxxx will be detailed in accordance
with the out-of-pocket schedule. The Trust will promptly pay to BFK the
amount of such billing.
5. Limitation of Liability.
(a) BFK shall not be liable to the Trust for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the performance of its obligations and duties under this Agreement, except
a loss resulting from BFK's willful misfeasance, bad faith or negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof. The Trust will indemnify BFK against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit not resulting from the willful misfeasance, bad faith or negligence of
BFK in the performance of such obligations and duties or by reason of its
reckless disregard thereof. The Trust and BFK agree that the obligations of the
Trust under this Agreement shall not be binding upon any of the members of the
Trust's Board of Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust, as provided in the
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Board of Trustees and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such members of the
Board of 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 assets and property of the
Trust as provided in the Declaration of Trust.
(b) In no event and under no circumstances shall either party to
this Agreement be liable to the other party for consequential or indirect loss
of profits, reputation or business or any other special damages under any
provision of this Agreement or for any act or failure to act hereunder.
6. Term and Termination.
(a) This Agreement shall remain in effect for an initial term of
two years from the date hereof and from year to year thereafter provided such
continuance is approved at least annually by the Board of Trustees of the Trust,
and such continuance is also approved annually by the vote of a majority of the
trustees of the Trust who are not parties to this agreement or "interested
persons" (as defined in the 0000 Xxx) of any such party; and provided, however,
that: (a) the Trust may, at any time and without the payment of any penalty,
terminate this Agreement upon sixty days' written notice to BFK; (b) this
agreement shall immediately terminate in the event of its assignment (as such
term is used by the 1940 Act and the rules thereunder); and (c) BFK may
terminate this agreement without payment of any penalty on sixty day's written
notice to the Trust.
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(b) In the event a termination notice is given by the Trust, all
reasonable out-of-pocket expenses associated with movement of records and
materials and conversion thereof will be borne by the Trust.
7. Amendment to this Agreement. No provision of this Agreement may
be changed, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is sought.
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Trust or BFK shall be sufficiently
given if addressed to the party and received by it at its office set forth below
or at such other place as it may from time to time designate in writing.
To the Trust:
LEVCO Series Trust
Xxx Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
To BFK:
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and permitted assigns.
(c) This Agreement shall be construed in accordance with the laws
of the State of New York.
(d) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
(f) This Agreement and the schedules hereto constitute the entire
agreement between the parties hereto with respect to the matters described
herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
XXXXX XXXXXXXX & COMPANY
By:
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LEVCO SERIES TRUST
By:
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SCHEDULE A
SERIES OF THE TRUST
The series of LEVCO Series Trust currently subject to this Agreement are as
follows:
LEVCO Equity Value Fund
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SCHEDULE B
FEE SCHEDULE
In consideration of the services provided under this Agreement, BKF shall be
entitled to receive a monthly fee, equal to the following:
Average Monthly Net Assets Monthly Fee
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$ 0 - 50,000,000 $2,000
50 - 100,000,000 $2,500
100 - 200,000,000 $3,000
200 - 300,000,000 $4,000
over 300,000,000 $5,000 plus
0.001%
Monthly fees shall be pro-rated for any month as to which this Agreement is not
in effect for the entire month.
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SCHEDULE C
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses are limited to the following items:
- Postage (including overnight or other courier services)
- Telephone
- Telecommunications charges (including FAX)
- Duplicating charges
- Pricing services
- Forms and supplies
- Such other expenses as are agreed to by BFK and the Trust
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