ICM SERIES TRUST
FUND ACCOUNTING AGREEMENT
AGREEMENT made as of the 1st day of January, 2002, by and between ICM
Series Trust, a Massachusetts business trust, with its principal office and
place of business at 00 Xxxxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000 (the "Trust"), and
Forum Accounting Services, LLC, a Delaware limited liability company with its
principal office and place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
00000 ("Forum").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and may issue its shares of beneficial interest, no par value (the "Shares"), in
separate series and classes; and
WHEREAS, the Trust offers shares in various series as listed in
Appendix A hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust offers shares of various classes of each Fund as listed
in Appendix A hereto (each such class together with all other classes
subsequently established by the Trust in a Fund being herein referred to as a
"Class," and collectively as the "Classes");
WHEREAS, the Trust desires that Forum perform certain fund accounting
services for each Fund and Class thereof and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Forum, and Forum hereby agrees, to act as
fund accountant of the Trust for the period and on the terms set forth in this
Agreement.
(b) In connection therewith, the Trust has delivered to Forum copies
of: (i) the Trust's Declaration of Trust and Bylaws (collectively, as amended
from time to time, "Organizational Documents"); (ii) the Trust's Registration
Statement and all amendments thereto filed with the U.S. Securities and Exchange
Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the 1940 Act (the "Registration Statement"); (iii) the
Trust's current Prospectus and Statement of Additional Information of each Fund
(collectively, as currently in effect and as amended or supplemented, the
"Prospectus"); (iv) each plan of distribution or similar document adopted by the
Trust under Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder
service plan or similar document adopted by the Trust ("Service Plan"); and (v)
all procedures adopted by the Trust with respect to the Funds (e.g., repurchase
agreement procedures), and shall promptly furnish Forum with all amendments of
or supplements to the foregoing. The Trust shall deliver to Forum a certified
copy of the resolution of the Board of Trustees of the Trust (the "Board")
appointing Forum and authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF FORUM
(a) Forum and the Trust's administrator, Forum Administrative
Services, Inc. (the "Administrator"), may from time to time adopt such
procedures as they agree upon to implement the terms of this Section. With
respect to each Fund, Forum shall:
(i) calculate the net asset value per share ("NAV") in a manner
consistent with (x) the provisions of and with the frequency prescribed
in each Fund's then-current Prospectus; (y) the resolutions of the
Board at the time in force and applicable, as they may from time to
time be delivered to Forum; and (z) as instructed by such officers of
the Fund or other persons as are from time to time authorized by the
Board to give instructions with respect to the computation and
determination of the NAV;
(ii) calculate each item of income, deduction, credit, gain and loss,
if any, and process each Fund's stated expense ratio as required by the
Trust and in conformance with generally accepted accounting practice
("GAAP"), the SEC's Regulation S-X (or any successor regulation) and
the Internal Revenue Code of 1986, as amended (or any successor
laws)(the "Code");
(iii) maintain each Fund's general ledger and record all income, gross
expenses, capital share activity and security transactions of each
Fund;
(iv) calculate the "SEC yield" and money market fund seven day yields
for each Fund, and each Class thereof, as applicable;
(v) provide the Trust and such other persons as the Administrator may
direct with the following reports (A) Key Numbers Summary, (B) trial
balance, (C) current security position report by tax lot, (D) security
position report by security identifier, (E) stale pricing and (F) cash
position and projection report;
(vi) prepare and record once daily, as of the time when the NAV of a
Fund is calculated or at such other time as otherwise directed by the
Trust, either (A) a valuation of the assets of the Fund (unless
otherwise specified in or in accordance with this Agreement, based upon
the use of outside services normally used and contracted for this
purpose by Forum (provided that such services shall be approved by the
Board at least annually) in the case of securities for which
information and market price or yield quotations are readily available
and based upon evaluations conducted in accordance with the Trust's
instructions in the case of all other assets) or (B) a calculation
confirming that the market value of the Fund's assets does not deviate
from the amortized cost value of those assets by more than a specified
percentage;
(vii) make such adjustments over such periods as the Administrator
deems necessary to reflect over-accruals or under-accruals of estimated
expenses or income;
(viii) provide appropriate records to assist the Trust's independent
accountants and, upon approval of the Trust or the Administrator, any
regulatory body in any requested review of the Trust's books and
records maintained by Forum;
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(ix) provide information typically supplied in the investment company
industry to the Fund's transfer agent and NASDAQ;
(x) transmit the NAVs and dividend factors of all Funds to the
Administrator and to those persons designated by the Administrator in
writing either by internet e-mail or facsimile transmission as
designated by the Administrator;
(xi) provide the Trust or the Administrator with the data requested by
the Trust or the Administrator that is required to update the
Registration Statement;
(xii) provide the Trust or independent accountants the data requested
with respect to the preparation of the Trust's income, excise and other
tax returns;
(xiii) provide the Trust or independent accountants with unadjusted
Fund data directly from Forum's portfolio accounting system for any
Fund business day and other data reasonably requested for the
preparation of the Trust's semi-annual financial statements;
(xiv) process all distributions as directed in writing by the Trust or
the Administrator;
(xv) transmit to and receive from each Fund's transfer agent
appropriate data to reconcile daily Shares outstanding and other data
with the transfer agent;
(xvi) reconcile cash daily and reconcile security identifier, units,
maturities and rates at least monthly with each Fund's custodian;
(xvii) verify investment trade tickets when received from an investment
adviser and maintain individual ledgers and historical tax lots for
each security; and
(xviii) perform such other recordkeeping, reporting and other tasks as
may be specified from time to time by the Trust or the Administrator in
the procedures adopted by the Board pursuant to mutually acceptable
compensation and implementation agreements.
(b) Forum shall prepare and maintain on behalf of the Trust the
following books and records of each Fund, and each Class thereof, pursuant to
Rule 31a-1 under the 1940 Act (the "Rule"):
(i) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of
cash and all other debits and credits, as required by subsection (b)(1)
of the Rule;
(ii) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, as required by
subsection (b)(2) of the Rule (but not including the ledgers required
by subsection (b)(2)(iv) of the Rule);
(iii) A record of each brokerage order given by or on behalf of the
Trust for, or in connection with, the purchase or sale of securities,
whether executed or not, and all other portfolio purchases or sales, as
required by subsections (b)(5) and (b)(6) of the Rule;
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(iv) A record of all options, if any, in which the Trust has any direct
or indirect interest or which the Trust has granted or guaranteed and a
record of any contractual commitments to purchase, sell, receive or
deliver any property, as required by subsection (b)(7) of the Rule;
(v) A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b)(8) of the Rule; and
(vi) Other records required by the Rule or any successor rule or
pursuant to interpretations thereof to be kept by open-end management
investment companies, but limited to those provisions of the Rule
applicable to portfolio transactions and as agreed upon between the
parties hereto.
(c) The books and records prepared and maintained pursuant to Section
2(b) shall be prepared and maintained in such form, for such periods and in such
locations as may be required by the 1940 Act. The books and records pertaining
to the Trust that are in possession of Forum shall be the property of the Trust.
The Trust, the Administrator, or the Trust's or the Administrator's authorized
representatives, shall have access to such books and records at all times during
Forum's normal business hours. Upon the reasonable request of the Trust, copies
of any such books and records shall be provided promptly by Forum to the Trust
or the Trust's authorized representatives at the Trust's expense. In the event
the Trust designates a successor that shall assume any of Forum's obligations
hereunder, Forum shall, at the expense and direction of the Trust, transfer to
such successor all relevant books, records and other data established or
maintained by Forum under this Agreement.
(d) Nothing contained herein shall be construed to require Forum to
perform any service that could cause Forum to be deemed an investment adviser
for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended,
or that could cause a Fund to act in contravention of the Fund's Prospectus or
any provision of the 1940 Act. Except as otherwise specifically provided herein,
the Trust assumes all responsibility for ensuring that the Trust complies with
all applicable requirements of the Securities Act, the 1940 Act and any laws,
rules and regulations of governmental authorities with jurisdiction over the
Trust. All references to any law in this Agreement shall be deemed to include
reference to the applicable rules and regulations promulgated under authority of
the law and all official interpretations of such law or rules or regulations.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY;
INDEMNIFICATION
(a) Forum shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Forum in
writing. Forum shall use its best judgment and efforts in rendering the services
described in this Agreement. Forum shall not be liable to the Trust or any of
the Trust's shareholders for any action or inaction of Forum relating to any
event whatsoever in the absence of bad faith, willful misfeasance or negligence
in the performance of Forum's duties or obligations under this Agreement or by
reason of Forum's reckless disregard of its duties and obligations under this
Agreement.
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(b) The Trust agrees to indemnify and hold harmless Forum, its
employees, directors and officers and any person who controls Forum within the
meaning of section 15 of the Securities Act or section 20 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), ("Forum Indemnitees"),
against and from any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, reasonable counsel fees and other
expenses of every nature and character arising out of Forum's actions taken or
failures to act with respect to a Fund that are consistent with the standard of
care set forth in Section 3(a) or based, if applicable, on good faith reliance
upon an item described in Section 3(d) (a "Forum Claim"). The Trust shall not be
required to indemnify any Forum Indemnitee if, prior to confessing any Forum
Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not give
the Trust written notice of and reasonable opportunity to defend against the
Forum Claim in its own name or in the name of the Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless the Trust, its
employees, Trustees and officers ("Trust Indemnitees"), against and from any and
all claims, demands, actions, suits, judgments, liabilities, losses, damages,
costs, charges, reasonable counsel fees and other expenses of every nature and
character arising out of (i) Forum's actions taken or failures to act with
respect to a Fund that are not consistent with the standard of care set forth in
Section 3(a) or based, if applicable, on good faith reliance upon an item
described in Section 3(d), (ii) any breach of Forum's representation set forth
in Section 13 (a "Trust Claim"), (iii) any breach of this Agreement by Forum, or
(iv) Forum's violation of law. Forum shall not be required to indemnify any
Trust Indemnitee if, prior to confessing any Trust Claim against the Trust
Indemnitee, the Trust or the Trust Indemnitee does not give Forum written notice
of and reasonable opportunity to defend against the Trust Claim in its own name
or in the name of the Trust Indemnitee.
(d) A Forum Indemnitee shall not be liable for any action taken or
failure to act in reasonable and good faith reliance upon:
(i) the advice of the Trust, the Trust's outside counsel or the Trust's
accountants;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by a person or persons
authorized by the Board to give such oral instruction. Provided that
Forum has such reasonable belief, Forum shall have no duty or
obligation to make any inquiry or effort of certification of such oral
instruction;
(iii) any written instruction or certified copy of any resolution of
the Board, and Forum may rely upon the genuineness of any such document
or copy thereof reasonably believed in good faith by Forum to have been
validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the Trust
or other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution,
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signature, request, letter of transmittal, certificate, opinion of counsel,
instrument, report, notice, consent, order, or any other document or instrument
which Forum reasonably believes in good faith to be genuine.
(e) Forum shall not be liable for the errors of other service providers
to the Trust or their systems, including the errors of pricing services (other
than to pursue all reasonable claims against the pricing service based on the
pricing services' standard contracts entered into by Forum) and errors in
information provided by an investment adviser (including prices and pricing
formulas and the untimely transmission of trade information), custodian or
transfer agent to the Trust, except to the extent such service provider is an
affiliate of Forum.
(f) Forum shall reimburse each applicable Fund for any net losses and
any reprocessing costs to the Fund during each NAV Error Period (as defined
below in subparagraph (g)) resulting from an NAV Difference (as defined below in
subparagraph (g)) that is at least 1/10 of 1% but that is less than 1/2 of 1%.
Forum shall reimburse the Fund on its own behalf and on behalf of each Fund
shareholder for any losses experienced by the Fund or any Fund shareholder, as
applicable, during each NAV Error Period resulting from an NAV Difference that
is at least 1/2 of 1%; provided, however, that Forum shall not be responsible
for reimbursing any Fund with respect to any shareholder that experiences an
aggregate loss during any NAV Error Period of less than $10 per account.
(g) For purposes of this Agreement: (i) the NAV Difference shall mean
the difference between the NAV at which a shareholder purchase or redemption
should have been effected ("Recalculated NAV") and the NAV at which the purchase
or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period
shall mean any Fund business day or series of two or more consecutive Fund
business days during which an NAV Difference of 1/10 of 1% or more exists; (iii)
NAV Differences and any Forum liability therefrom are to be calculated each time
a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for
which Forum would otherwise be liable under this Agreement for a particular NAV
error, Fund (or Class) losses and gains shall be netted; and (v) in calculating
any amount for which Forum would otherwise be liable under this Agreement for a
particular NAV error that continues for a period covering more than one NAV
determination, Fund (or Class) losses and gains for the period shall be netted.
SECTION 4. REPRESENTATIONS AND WARRANTIES
(a) Forum represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing and
in good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State of
Maine;
(iii) It is empowered under applicable laws and by its Operating
Agreement to enter into this Agreement and perform its duties under
this Agreement;
(iv) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement and perform its duties under this
Agreement;
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(v) It has access to the necessary facilities, equipment, and
personnel to perform its duties and obligations under this Agreement;
and
(vi) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of Forum, enforceable against
Forum in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
(b) The Trust represents and warrants to Forum that:
(i) It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(ii) It is empowered under applicable laws and by its Organizational
Documents to enter into this Agreement and perform its duties under
this Agreement;
(iii) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement and perform its duties under this
Agreement;
(iv) It is an open-end management investment company registered under
the 1940 Act;
(v) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of the Trust, enforceable against
the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured
parties; and
(vi) A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate State securities
law filings have been made and will continue to be made, with respect
to all Shares of the Funds and Classes of the Trust being offered for
sale.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Forum pursuant to this
Agreement, the Trust shall pay Forum, with respect to each Fund, the fees set
forth in Clause (i) of Appendix B hereto. In consideration of additional
services provided by Forum to perform certain functions, the Trust shall pay
Forum, with respect to each Fund the fees set forth in clause (ii) of Appendix B
hereto.
All fees payable hereunder shall be accrued daily by the Trust. The
fees payable for the services listed in clause (i) of Appendix B hereto shall be
payable monthly on the first day of each calendar month for services to be
performed during the following calendar month. The fees payable for the services
listed in clause (ii) and for all reimbursements as described in Section 5(b)
shall be payable monthly in arrears on the first day of each calendar month for
services performed during the prior calendar month. If fees payable for the
services listed in clause (i) begin to accrue in the middle of a month or if
this Agreement terminates before the end of any month, all fees for the period
from that date to the end of that month or from the beginning of
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that month to the date of termination, as the case may be, shall be prorated
according to the proportion that the period bears to the full month in which the
effectiveness or termination occurs. Upon the termination of this Agreement with
respect to a Fund, the Trust shall pay to Forum such compensation as shall be
payable prior to the effective date of termination.
(b) In connection with the services provided by Forum pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse Forum for the
expenses set forth in Clause (iii) of Appendix B hereto. Reimbursements shall be
payable as incurred. In addition, the Trust, on behalf of the applicable Fund,
shall reimburse Forum for all reasonably incurred expenses and employee time (at
150% of salary) attributable to any review of the Trust's accounts and records
by the Trust's independent accountants or any regulatory body outside of routine
and normal periodic reviews. Should the Trust exercise its right to terminate
this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse
Forum for all reasonably incurred out-of-pocket expenses and employee time (at
150% of salary) associated with the copying and movement of records and material
to any successor person and providing assistance to any successor person in the
establishment of the accounts and records necessary to carry out the successor's
responsibilities. Such expenses and charges shall be documented fully in the
invoice submitted to the Trust for payment.
(c) Forum may, with respect to questions of law relating to its
services hereunder, apply to and obtain the advice and opinion of outside
counsel to the Trust or counsel to Forum; provided, however, that Forum shall in
all cases first reasonably attempt to apply to and obtain the advice and opinion
of in-house counsel to the Administrator. The costs of any such advice or
opinion of outside counsel to the Trust shall be borne by the Trust.
SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund or
Class on the date first written above. Upon effectiveness of this Agreement, it
shall supersede all previous agreements between the parties hereto covering the
subject matter hereof insofar as such Agreement may have been deemed to relate
to the Funds.
(b) This Agreement shall continue in effect with respect to a Fund
until terminated.
(c) This Agreement may be terminated with respect to a Fund at any
time, without the payment of any penalty (i) by the Board on sixty (60) days'
written notice to Forum or (ii) by Forum on sixty (60) days' written notice to
the Trust.
(d) The provisions of Sections 2(c), 3, 5(b), 6(d), 6(e), 8, 9, 12,
13(a) and 13(i) shall survive any termination of this Agreement.
(e) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either Forum or the Trust except by the
specific written consent of the other party. If the parties to this Agreement
consent to assignment of all or any part of this Agreement, all terms and
provisions of this Agreement shall be binding upon, inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto.
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SECTION 7. ADDITIONAL FUNDS AND CLASSES
In the event that the Trust establishes one or more series of Shares or
one or more classes of Shares after the effectiveness of this Agreement, such
series of Shares or classes of Shares, as the case may be, shall become Funds
and Classes under this Agreement. Forum or the Trust may elect not to make any
such series or classes subject to this Agreement.
SECTION 8. CONFIDENTIALITY
Forum agrees to treat all records and other information related to the
Trust as proprietary information of the Trust and, on behalf of itself and its
employees, to keep confidential all such information, except that Forum may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved by the Trust, which
approval shall not be withheld where Forum is advised by counsel that it may be
exposed to civil or criminal contempt proceedings for failure to release the
information (provided, however, that Forum shall seek the approval of the Trust
as promptly as possible so as to enable the Trust to pursue such legal or other
action as it may desire to prevent the release of such information) or when so
requested by the Trust; and
(d) Forum shall abide by the Trust's privacy policy pursuant to
Regulation S-P promulgated under Section 504 of the Xxxxx-Xxxxx-Xxxxxx Act.
SECTION 9. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
SECTION 10. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a Trustee, officer or employee of the Trust, or persons who are otherwise
affiliated persons of the Trust, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
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(b) Subject to the prior consent of the Trust, Forum may subcontract
any or all of its functions or responsibilities pursuant to this Agreement to
one or more persons, which may be affiliated persons of Forum, who agree to
comply with the terms of this Agreement; provided, that any such subcontracting
shall not relieve Forum of its responsibilities hereunder. Forum may pay those
persons for their services, but no such payment will increase Forum's
compensation or reimbursement of expenses from the Trust.
SECTION 11. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent
public accountants and shall take reasonable action to make all necessary
information available to the accountants for the performance of the accountants'
duties.
SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and Forum agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
Forum's rights or claims relate in settlement of such rights or claims, and not
to the Trustees of the Trust or the shareholders of the Funds.
SECTION 13. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance
with Section 7, no provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized and executed by
both parties hereto.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid. This Agreement shall be construed as if drafted jointly by both Forum
and Trust and no presumptions shall arise favoring any party by virtue of
authorship of any provision of this Agreement.
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(g) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business set forth above, or at
such other address as a party may have designated in writing, shall be deemed to
have been properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(j) Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity hereunder, to perform any functions or duties on any day
other than a Fund business day. Functions or duties normally scheduled to be
performed on any day which is not a Fund business day shall be performed on, and
as of, the next Fund business day, unless otherwise required by law.
(k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
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(m) The terms and "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the 1940 Act.
(n) For purposes of this Agreement only, the term "employee," with
respect to Forum shall mean an employee of any parent, subsidiary or affiliated
company of Forum.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ICM SERIES TRUST
By: /S/ XXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxx X. Xxxxxxxx
President
FORUM ACCOUNTING SERVICES, LLC
By: /S/ XXXXXX X. XXXX
-------------------------------------
Xxxxxx X. Xxxx
Director
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ICM SERIES TRUST
FUND ACCOUNTING AGREEMENT
APPENDIX A -- DATED JANUARY 1, 2002
FUNDS OF THE TRUST:
o ICM/Isabelle Small-Cap Value Fund
CLASSES OF THE TRUST:
o Investment Shares
o Institutional Shares
ICM SERIES TRUST
By: /S/ XXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxx X. Xxxxxxxx
President
FORUM ACCOUNTING SERVICES, LLC
By: /S/ XXXXXX X. XXXX
-------------------------------------
Xxxxxx X. Xxxx
Director
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ICM SERIES TRUST
FUND ACCOUNTING AGREEMENT
APPENDIX B -- DATED JANUARY 1, 2002
FEES AND EXPENSES
(I) BASE FEE
Standard Fee
Fee per Fund (up to $25 million in assets)..................................... $2,333/month
Fee per Fund ($25 million to $50 million in assets)............................ $4,000/month
Fee per Fund (in excess of $50 million in assets).............................. $4,666/month
Fee for each additional Class of the Fund above one............................ $500/month
Plus additional surcharge for Fund with more than 200 security positions................ $1,000/month
(II) OUT-OF-POCKET AND RELATED EXPENSES:
The Trust, on behalf of the applicable Fund, shall reimburse Forum for
all out-of-pocket and ancillary expenses in providing the services described in
this Agreement, including but not limited to the cost of (or appropriate share
of the cost of): (i) pricing, paydown, corporate action, credit and other
reporting services, (ii) taxes, (iii) postage and delivery services, (iv)
telephone services, (v) electronic or facsimile transmission services, (vi)
reproduction, (vii) printing and distributing financial statements, (viii)
microfilm and microfiche and (ix) Trust record storage and retention fees. In
addition, any other expenses incurred by Forum at the request or with the
consent of the Trust, will be reimbursed by the Trust on behalf of the
applicable Fund.
-B1-
