FUND ACCOUNTING SERVICING AGREEMENT
This Agreement between IGAM Group Funds, a Delaware business trust (hereinafter
called the "Trust"), on behalf of its separate series of shares ("Series") or
classes of such Series ("Classes"), all as described herein (as such part may be
amended from time to time), and Firstar Mutual Fund Services, LLC, a limited
liability company organized under the laws of the State of Wisconsin
(hereinafter called "Firstar"), is effective as of the ___ day of ___________,
1999.
WHEREAS, the Trust, is an open-ended management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, Firstar is in the business of providing mutual fund accounting services
to investment companies.
NOW, THEREFORE, the Trust and Firstar do mutually promise and agree as follows:
1. Services. Firstar agrees to provide the following mutual fund accounting
services to the Trust on a per Series or per Class basis as appropriate:
A. Portfolio Accounting Services:
(1) Maintain portfolio trading records (purchase and sale journals for each
Series) on a trade date +1 basis using security trade information communicated
from the Series' investment manager on a timely basis.
(2) Monitor corporate action to identify and record interest and dividend
income on portfolio securities and maintain accrual balances as of each
valuation date and calculate gross earnings on investments for the accounting
period.
(3) Determine gain/loss on portfolio 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.
(4) Maintain appropriate records of brokerage activity for transactions in
portfolio securities to enable Firstar to provide monthly brokerage reports
showing brokers and commission amounts.
(5) Maintain a daily listing of portfolio holdings by Series showing cost,
market value, and the percentage of portfolio comprised of each security.
(6) Reconcile accounting asset listings against custodian's asset listings
on at least a monthly basis and report any securities balance discrepancies
promptly to the Trust and Custodian.
B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense accrual amounts as
directed by the Trust as to methodology, rate or dollar amount.
(2) Upon receipt of written authorization from the Trust, make and record
payments for Trust expenses.
(3) Account for Trust and Series expenditures and maintain expense accrual
balances at the level of accounting detail, as agreed upon by Firstar and the
Trust.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Calculate and maintain daily records of the net asset value (and
offering price if appropriate) of each Series (or class of such Series if
appropriate), at such times (each a "valuation date") as directed and authorized
by the Trust through Firstar's questionnaire and in accordance with: (i)
relevant regulatory requirements; (ii) the Trust's Declaration of Trust and
By-Laws; (iii) the Trust's registration statement or Form N-IA; and (iv) any
procedures approved by the Board of Trustees of the Trust and supplied to
Firstar in writing.
(2) In connection with the calculation of relevant net asset values,
Firstar shall obtain prices for portfolio securities from pricing services
approved by the Trust, and will apply those prices to the portfolio securities.
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. If the Trust desires to provide a price which
varies from the pricing source, the Trust shall promptly notify and supply
Firstar with the valuation of any such security on each valuation date. All
pricing changes made by the Trust 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(s) is/are effective.
(3) On trade date +1, account for and record purchases, sales, exchanges,
transfers, dividend reinvestments, and other transactions in shares of the
Trust, its Series as reported by the transfer agent on a timely basis.
(4) Apply equalization accounting as directed by the Trust.
(5) Determine net investment income (earnings) for each Series of the Trust
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.
(6) Maintain a general ledger for the Trust and each of its Series in the
form as agreed upon.
(7) Communicate, at an agreed upon time, the per share price for each
valuation date to the Trust and its investment advisers as agreed upon from time
to time.
D. Tax Accounting Services:
(1) Maintain accounting records for each Series' investment portfolio to
support the tax reporting required for IRS-defined regulated investment
companies.
(2) Maintain tax lot detail for each Series' investment portfolio.
(3) Calculate taxable gain/loss on security sales using the tax lot relief
method designated by the Trust.
(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.
(5) Maintain schedules of dividends paid and payable.
E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support financial statement
preparation by making the Trust's accounting records available to the Trust and
its investment manager, the Securities and Exchange Commission, and the outside
auditors.
(2) Maintain accounting records according to the 1940 Act and regulations
provided thereunder.
2. Changes in Accounting Procedures. Any resolution passed by the Board of
Trustees of the Trust that affects accounting practices and procedures under
this agreement shall be effective upon written receipt and acceptance by the
Firstar.
3. Changes in Equipment, Systems, Service, Etc. Firstar 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 Trust under this
Agreement.
4. Compensation. Firstar 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.
5. Performance of Service.
A. Firstar shall exercise reasonable care in the performance of its duties
under this Agreement. Firstar shall not be liable 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 Firstar's control, except a loss resulting from Firstar'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 Firstar 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 Firstar may sustain or incur or which may be asserted against
Firstar 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
Firstar by any duly authorized officer of the Fund, such duly authorized officer
to be included in a list of authorized officers furnished to Firstar 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, Firstar shall take all reasonable steps to minimize
service interruptions for any period that such interruption continues beyond
Firstar's control. Firstar 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 Firstar. Firstar 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
Firstar's premises and operating capabilities at any time during regular
business hours of Firstar, upon reasonable notice to Firstar.
Regardless of the above, Firstar 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 Trust may be asked to
indemnify or hold Firstar harmless, the Trust shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it is
further understood that Firstar will use all reasonable care to notify the Trust
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Trust. The Trust
shall have the option to defend Firstar against any claim which may be the
subject of this indemnification. In the event that the Fund so elects, it will
so notify Firstar and thereupon the Trust shall take over complete defense of
the claim, and Firstar shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this section.
Firstar shall in no case confess any claim or make any compromise in any case in
which the Trust will be asked to indemnify Firstar except with the Trust's prior
written consent.
C. Firstar shall indemnify and hold the Trust 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 Trust by any person arising
out of any action taken or omitted to be taken by Firstar as a result of
Firstar's refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
6. Records.
Firstar 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 Trust and as required by the rules and regulations of
appropriate government authorities, in particular, Section 31 of the 1940 Act
and the rules thereunder. Firstar agrees that all such records prepared or
maintained by Firstar relating to the services to be performed by Firstar
hereunder are the property of the Trust and will be preserved, maintained, and
made available with such section and rules of the 1940 Act and will be promptly
surrendered to the Trust on and in accordance with its request.
7. Confidentiality.
Firstar shall handle in confidence all information relating to the Trust's
or its investment manager's business, which is received by Firstar during the
course of rendering any service hereunder.
8. Data Necessary to Perform Services.
The Trust or its agent, which may be Firstar, shall furnish to Firstar the
data necessary to perform the services described herein at times and in such
form as mutually agreed upon.
9. Notification of Error.
The Trust will notify Firstar of any balancing or control error caused by
Firstar within three (3) business days after receipt of any reports rendered by
Firstar to the Trust, 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.
10. Additional Series.
In the event that the Trust establishes one or more Series or Classes of
shares with respect to which it desires to have Firstar render accounting
services, under the terms hereof, it shall so notify Firstar in writing, and if
Firstar 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 Firstar on a discrete basis. The series and classes currently
covered by this Agreement are: "The Internet Index Fund."
11. Term of Agreement.
This Agreement shall become effective on December 18, 1998 and, unless
sooner terminated as provided herein, shall continue automatically in effect for
successive annual periods, provided that the continuance of the Agreement is
approved by a majority of the Trustees of the Trust. The Agreement may also 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
and will terminate automatically upon its assignment unless the parties offer
consent in writing. However, this Agreement may be replaced or modified by a
subsequent agreement between the parties.
12. Duties in the Event of Termination.
In the event that in connection with termination a Successor to any of
Firstar's duties or responsibilities hereunder is designated by Trust by written
notice to Firstar, Firstar will promptly, upon such termination and at the
expense of Trust, transfer to such Successor all relevant books, records,
correspondence and other data established or maintained by Firstar under this
Agreement in a form reasonably acceptable to Trust (if such form differs from
the form in which Firstar has maintained the same, Trust 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 Firstar's personnel in the establishment of books, records and other data
by such successor.
13. 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
Firstar shall be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Trust shall be sent to:
IGAM Group Funds
000 Xxx Xxxxx Xxxx Xxxx
Xxxxx 0
Xxxxxxxxx, XX 00000
14. Choice of Law.
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin.
IN WITNESS WHEREOF, the due execution hereof on the date first above written.
IGAM GROUP FUNDS FIRSTAR MUTUAL FUND SERVICES, LLC
By: By:
Title: Title:
Attest: Attest:
Schedule A
Fund Valuation and Accounting
Domestic Portfolios
Annual Fee Schedule
Schedule B
Fund Valuation and Accounting Asset Pricing Cost
Charge per Item per Valuation
Asset Type (daily, weekly, etc.)
Domestic and Canadian Equities $___
Options $___
Corporate/Government/Agency Bonds $___
CMOs $___
International Equities and Bonds $___
Municipal Bonds $___
Money Market Instruments $___
Pricing costs are billed monthly.
