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EXHIBIT 99.B (9)(B)
ACCOUNTING SERVICES AGREEMENT
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-9 Schedule "C"
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ACCOUNTING SERVICES AGREEMENT
This Agreement, dated as of the 20th day of January, 1995 made by and
between The ▇▇▇▇▇▇▇▇ Family of Funds, an Ohio Business Trust (the "Trust")
operating as an open end management investment company registered under the
Investment Company Act of 1940, as amended, duly organized and existing under
the laws of the State of Ohio, and Fund/Plan Services, Inc. ("Fund/Plan"), a
corporation duly organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Declaration of Trust ("Trust
Instrument") to issue separate series of shares representing interests in
separate investment portfolios (the "Series"), which Series are identified on
Schedule "C" attached hereto and which Schedule "C" may be amended from time to
time by mutual agreement of the Trust and Fund/Plan; and
WHEREAS, the Trust desires to appoint Fund/Plan as Accounting Services
Agent to maintain and keep current the books, accounts, records, journals or
other records of original entry relating to the business of the Trust (the
"Accounts and Records") and to perform certain other functions in connection
with such Accounts and Records; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below; and
WHEREAS, the Trust will provide certain information concerning the
Series to Fund/Plan as set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The Trust shall promptly turn over to Fund/Plan such of the
Series' accounts and records previously maintained by or for it as are requested
by Fund/Plan to perform its functions under this Agreement. The Trust authorizes
Fund/Plan to rely on such accounts and records turned over to it and hereby
indemnifies and holds Fund/Plan, its successors and assigns, harmless of and
from any and all expenses, damages, claims, suits, liabilities, actions, demands
and losses whatsoever arising out of or in connection with any error, omission,
inaccuracy or other deficiency of such accounts and records.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-10 Schedule "C"
3
Fund/Plan shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the accounts
and records delivered to Fund/Plan, to the extent such matters are disclosed to
Fund/Plan or are discovered by it and are relevant to its performance of its
functions under this Agreement; however, Fund/Plan expressly makes no warranty
or representation that any error, omission or deficiency can be satisfactorily
corrected. The Trust shall provide Fund/Plan with such assistance as it may
reasonably request in connection with its efforts to correct such matters. The
Trust agrees to pay Fund/Plan on a current and ongoing basis for its reasonable
time and costs expended on the correction of such matters at an hourly rate of
$50.00, said payment to be in addition to the fees and charges agreed to for the
normal services rendered under this Agreement.
For purposes of this Agreement:
Oral Instructions shall mean an authorization, instruction, approval,
item or set of data, or information of any kind transmitted to Fund/Plan in
person or by telephone, telegram, telecopy, or other mechanical or documentary
means lacking a signature, by a person or persons reasonably identified to
Fund/Plan to be a person or persons authorized by a resolution of the Board of
Trustees of the Trust, to give such oral instructions on behalf of the Trust.
Written Instructions shall mean an authorization, instruction,
approval, item or set of data or information of any kind transmitted to
Fund/Plan in original writing containing original signatures or a copy of such
document transmitted by telecopy including transmission of such signature
reasonably identified to Fund/Plan to be the signature of a person authorized by
a resolution of the Board of Trustees of the Trust to give written instructions
on behalf of the Trust.
The Trust shall file with Fund/Plan a certified copy of each resolution
of its Board of Trustees authorizing execution and transmittal of Written
Instructions or the transmittal of Oral Instructions as provided above.
Section 2. To the extent Fund/Plan receives the necessary information
from the Trust or its agents by Written or Oral Instructions, Fund/Plan shall
maintain and keep current the following Accounts and Records relating to the
business of the Trust in such form as may be mutually agreed upon between the
Trust and Fund/Plan:
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-11 Schedule "C"
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(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid and Payable Schedule
(d) Purchase and Sales Journals - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers - Transaction Report and Tax Lot Holdings Report
(g) Broker Ledger - Commission Report
(h) Daily Expense Accruals
(i) Daily Interest Accruals
(j) Daily Trial Balance
(k) Portfolio Interest Receivable and Income Journal
(l) Portfolio Dividend Receivable and Income Register
(m) Listing of Portfolio Holdings - showing cost, market value and
percentage of portfolio comprised of each security.
(n) Average Daily Net assets provided on monthly basis.
The necessary information to perform the above functions and the
calculation of the net asset value of each Series as provided below, is to be
furnished by Written or Oral Instructions to Fund/Plan daily (in accordance with
the time frame identified in Section 7) prior to the close of regular trading on
the New York Stock Exchange.
Section 3. Fund/Plan shall perform the ministerial calculations
necessary to calculate each of the Series' net asset value each day that the New
York Stock Exchange is open for business, in accordance with (i) each Series'
current Prospectus and Statement of Additional Information and (ii) procedures
with respect thereto approved by the Board of Trustees of the Trust and supplied
in writing to Fund/Plan's Accounting Services Unit. Portfolio items for which
market quotations are available by Fund/Plan's use of an automated financial
information service (the "Service") shall be based on the closing prices of such
Service except where the Trust has given or caused to be given specific Written
or Oral Instructions to utilize a different value. All of the other portfolio
securities shall be given such values as the Trust provides by Written or Oral
Instructions including all restricted securities and other securities requiring
valuation not readily ascertainable solely by such Service. Fund/Plan shall not
have any responsibility or liability for the accuracy of prices quoted by such
Service; for the accuracy of the information supplied by the Trust; or for any
loss, liability, damage, or cost arising out of any inaccuracy of such data.
Fund/Plan shall have no responsibility or duty to include information or
valuations to be provided by the Trust in any computation unless and until it is
timely supplied to Fund/Plan in usable form. Fund/Plan shall record corporate
action information as received from the Custodian, the Service, or the Trust.
Fund/Plan shall not have any duty to gather or record corporate action
information not supplied by these sources.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-12 Schedule "C"
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Fund/Plan will not assume any liability for price changes caused by:
the investment adviser(s), custodian, suppliers of security prices, corporate
action and dividend information, or any party other than Fund/Plan itself.
In the event an error is made by Fund/Plan which creates a price
change, consideration must be given to the effect of the price change as
described below. Notwithstanding the provisions of Section 11, the following
provisions govern Fund/Plan's liability for errors in calculating the net asset
value ("NAV") of the Series:
If the NAV should have been higher for a date or dates in the
past, the error would have the effect of having given more shares to
subscribers and less money to redeemers to which they were entitled.
Conversely, if the NAV should have been lower, the error would have the
effect of having given less shares to subscribers and overpaying
redeemers.
If the error affects the prior business day's NAV only, and
the prior day's work can be rerun before shareholder statements and
checks are mailed, the Trust hereby accepts this manner of correcting
the error.
If the error spans five (5) business days or less, Fund/Plan
shall reprocess shareholder purchases and redemptions where redeeming
shareholders have been underpaid. Fund/Plan shall assume liability to
the Trust for overpayments to shareholders who have fully redeemed.
If the error spans more than five (5) business days, Fund/Plan
will bear the liability to the Trust for, 1) buying in for excess
shares given to shareholders if the NAV should have been higher, or, 2)
funding overpayments to shareholders who have redeemed if the NAV
should have been lower. The cost of any reprocessing required for
shareholders who have been credited with fewer shares than appropriate,
or for redeeming shareholders who are due additional amounts of money
will also be borne by Fund/Plan.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-13 Schedule "C"
6
Section 4. For all purposes under this Agreement, Fund/Plan is
authorized to act upon receipt of the first of any Written or Oral Instruction
it receives from the Trust or its agents on behalf of the Trust. In cases where
the first instruction is an Oral Instruction that is not in the form of a
document or written record, a confirmatory Written Instruction or Oral
Instruction in the form of a document or written record shall be delivered, and
in cases where Fund/Plan receives an Instruction, whether Written or Oral, to
enter a portfolio transaction on the records, the Trust shall cause the
broker/dealer to send a written confirmation to the Custodian. Fund/Plan shall
be entitled to rely on the first Instruction received, and for any act or
omission undertaken in compliance therewith shall be free of liability and fully
indemnified and held harmless by the Trust, provided however, that in the event
a Written or Oral Instruction received by Fund/Plan is countermanded by a timely
later Written or Oral Instruction received by Fund/Plan prior to acting upon
such countermanded Instruction, Fund/Plan shall act upon such later Written or
Oral Instruction. The sole obligation of Fund/Plan with respect to any follow-up
or confirmatory Written Instruction or Oral Instruction in documentary or
written form, shall be to make reasonable efforts to detect any such discrepancy
between the original Instruction and such confirmation and to report such
discrepancy to the Trust. The Trust shall be responsible, at the Trust's
expense, for taking any action, including any reprocessing, necessary to correct
any discrepancy or error, and to the extent such action requires Fund/Plan to
act, the Trust shall give Fund/Plan specific Written Instruction as to the
action required.
Section 5. The Trust shall cause its Custodian (the "Custodian") to
forward to Fund/Plan a daily statement of cash and portfolio transactions and,
at the end of each month, the Trust shall cause the Custodian to forward to
Fund/Plan a monthly statement of portfolio positions, which Fund/Plan will
reconcile with its Accounts and Records maintained on behalf of the Trust.
Fund/Plan will report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.
Section 6. Fund/Plan shall promptly supply daily and periodic reports
to the Trust as requested by the Trust and agreed upon by Fund/Plan.
Section 7. The Trust shall provide and shall require each of its agents
(including the Custodian) to provide Fund/Plan as of the close of each business
day, or on such other schedule as the Trust determines is necessary, with
Written or Oral Instructions (to be delivered to Fund/Plan by 11:00 a.m.,
Eastern time, the next following business day) containing all data and
information necessary for Fund/Plan to maintain the Trust's Accounts and
Records, and Fund/Plan may conclusively assume that the information it receives
by Written or Oral Instructions is complete and accurate. Fund/Plan, as Transfer
Agent, accepts responsibility for providing reports of share purchases,
redemptions, and total shares outstanding, on the next business day after each
net asset valuation.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-14 Schedule "C"
7
Section 8. The Accounts and Records, in the agreed-upon format,
maintained by Fund/Plan shall be the property of the Trust and shall be made
available to the Trust promptly upon request and shall be maintained for the
periods prescribed in Rules 31a-1 and 31a-2 under the Investment Company Act of
1940, as amended. Fund/Plan 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 and audits. Upon receipt from the Trust of the
necessary information, Fund/Plan shall supply the necessary data for the Trust
or an independent auditor's completion of any necessary tax returns,
questionnaires, periodic reports to Shareholders and such other reports and
information requests as the Trust and Fund/Plan shall agree upon from time to
time.
Section 9. In case of any request or demand for the inspection of the
Share records of the Trust, Fund/Plan, as Accounting Services Agent, shall
endeavor to notify the Trust and to secure instructions as to permitting or
refusing such inspection. Fund/Plan may however, exhibit such records to any
person in any case where it is advised by its counsel that it may be held liable
for failure to do so after notice to the Trust.
Section 10. Fund/Plan and the Trust may from time to time adopt such
procedures as agreed upon in writing, and Fund/Plan may conclusively assume that
any procedure approved by the Trust or directed by the Trust, does not conflict
with or violate any requirements of the Trust's Registration Statements, Trust
Instrument, By-Laws, or any rule or regulation of any regulatory body or
governmental agency. The Trust shall be responsible for notifying Fund/Plan of
any changes in regulations or rules which might necessitate changes in
Fund/Plan's procedures, and for working out with Fund/Plan such changes.
Section 11.
(a) Fund/Plan, its directors, officers, employees,
shareholders, and agents shall only be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
performance of this Agreement that results from willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of Fund/Plan in the
performance of its obligations and duties under this Agreement.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-15 Schedule "C"
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(b) Any person, even though also a director, trustee, officer,
employee, shareholder or agent of Fund/Plan, who may be or become an officer,
trustee, employee or agent of the Trust shall be deemed, when rendering services
to the Trust or acting on any business of the Trust (other than services or
business in connection with Fund/Plan's duties hereunder), to be rendering such
services to or acting solely for the Trust, and not as a director, officer,
employee, shareholder or agent of, or one under the control or direction of
Fund/Plan even though receiving a salary from Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, the
Trust shall indemnify and hold harmless Fund/Plan, its directors, officers,
employees, shareholders and agents from and against any and all claims, demands,
expenses and liabilities (whether with or without basis in fact or law) of any
and every nature which Fund/Plan may sustain or incur or which may be asserted
against Fund/Plan by any person by reason of, or as a result of:
(i) any action taken or omitted to be taken by Fund/Plan
except matters resulting from willful misfeasance, bad faith, gross negligence
or reckless disregard on the part of Fund/Plan in the performance of its
obligations and duties under this Agreement; or
(ii) in reliance upon any certificate, instrument, order
or stock certificate or other document reasonably believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person, upon
the Oral Instructions or Written Instructions of an authorized person of the
Trust or upon the written opinion of legal counsel for the Trust or Fund/Plan;
or
(iii) any action taken or omitted to be taken in good
faith by Fund/Plan in connection with its appointment, in reliance upon any law,
act, regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended, or repealed. Indemnification
under this subparagraph shall not apply, however, to actions or omissions of
Fund/Plan or its directors, officers, employees, shareholders, or agents in
cases of its or their willful misfeasance, bad faith, gross negligence or
reckless disregard its or their duties hereunder.
(d) Fund/Plan shall give written notice to the Trust within thirty
(30) business days of receipt by Fund/Plan of a written assertion or claim of
any threatened or pending legal proceeding which may be subject to this
indemnification. The failure to so notify the Trust of such written assertion or
claim shall not, however, operate in any manner whatsoever to relieve the Trust
of any liability arising from this Section or otherwise, except to the extent
failure to give notice prejudices the Trust.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-16 Schedule "C"
9
(e) For any legal proceeding giving rise to this indemnification,
the Trust shall be entitled to defend or prosecute any claim in the name of
Fund/Plan at its own expense and through counsel of its own choosing if it gives
written notice to Fund/Plan within thirty (30) business days of receiving notice
of such claim. Notwithstanding the foregoing, Fund/Plan may participate in the
litigation at its own expense through counsel of its own choosing. If the Trust
chooses to defend or prosecute such claim, then the Parties shall cooperate in
the defense or prosecution thereof and shall furnish such records and other
information as are reasonably necessary.
Section 12. All financial data provided to, processed by, and reported
by Fund/Plan under this Agreement shall be stated in United States dollars.
Fund/Plan shall have no obligation to convert to, equate, or deal in foreign
currencies or values, and expressly assumes no liability for any currency
conversion or non-U.S. dollar denominated computations relating to the affairs
of the Trust.
Section 13. The Trust agrees to pay Fund/Plan compensation for its
services, and to reimburse it for expenses, at the rates and amounts as set
forth in Schedule "B" attached hereto, and as shall be set forth in any
amendments to such Schedule "B" agreed upon in writing by the Trust and
Fund/Plan. The Trust agrees and understands that Fund/Plan's compensation will
be comprised of two components, payable on a monthly basis, as follows:
(i) A fixed fee for each Series, together with an asset
based fee which the Trust hereby authorizes Fund/Plan to collect by debiting the
Trust's custody account for invoices which are rendered for the services
performed for the applicable function. The invoices for the services performed
will be sent to the Trust after such debiting with the indication that payment
has been made; and
(ii) reimbursement of any reasonable out-of-pocket
expenses paid by Fund/Plan on behalf of the Trust, which out-of-pocket expenses
will be billed to the Trust within the first ten calendar days of the month
following the month in which such out-of-pocket expenses were incurred. The
Trust agrees to reimburse Fund/Plan for such expenses within ten calendar days
of receipt of such ▇▇▇▇.
For the purpose of determining fees payable to Fund/Plan, the value of
the Series' net assets shall be computed at the times and in the manner
specified in Series' Prospectus(es) and Statement(s) of Additional Information
then in effect.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-17 Schedule "C"
10
During the term of this Agreement, should the Trust seek services or
functions in addition to those outlined above or in the attached Schedule "A", a
written amendment to Agreement Schedule "A" and Schedule "B", as necessary,
specifying the additional services and corresponding compensation shall be
executed by both Fund/Plan and the Trust.
Section 14. Nothing contained in this Agreement is intended to or shall
require Fund/Plan, in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance or any other day 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 succeeding business day
on which the New York Stock Exchange is open. Notwithstanding the foregoing,
Fund/Plan shall compute the net asset value of each Series on each day required
pursuant to (i) Rule 22c-1 promulgated under the Investment Company Act of 1940,
as amended, and (ii) such Series' then-current Prospectus and Statement of
Additional Information.
Section 15.
(a) The initial term of this Agreement shall be for a period
commencing on the date of this Agreement and ending on a date two (2) years
following the Exchange Date of the reorganization described in the Agreement
Fund Plan of Reorganization and Liquidation between the Trust and The Advisors'
Inner Circle Fund ("Initial Term").
(b) The fee schedule set forth in Schedule "B" attached shall
be fixed for the Initial Term of this Agreement. Thereafter, the fee schedule
will be subject to annual review and adjustment not to exceed 10% of those fees
set forth in Schedule "B."
(c) For any period after the Initial Term of this Agreement,
the Trust or Fund/Plan may give written notice to the other of the termination
of this Agreement, such termination to take effect at the time specified in the
notice, which date shall not be less than one hundred eighty (180) days after
the date of giving notice. Upon the effective termination date, the Trust shall
pay to Fund/Plan such compensation as may be due as of the date of termination
and shall likewise reimburse Fund/Plan for any out-of-pocket expenses and
disbursements reasonably incurred by Fund/Plan to such date.
(d) This Agreement also may be terminated at any time for
"cause," after the giving of not less than sixty (60) days' notice.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-18 Schedule "C"
11
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, negligence or reckless disregard on the part of the
party to be terminated with respect to its obligations and duties set forth
herein; (b) the commencement of a judicial, regulatory or administrative
proceeding by either state or federal authorities in which criminal, illegal or
unethical behavior in the conduct of its business has been alleged against the
party to be terminated; (c) financial difficulties on the part of the party to
be terminated which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a voluntary
or involuntary case under Title 11 of the United States Code, as from time to
time is in effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors; (d) any assignment (as
that term is defined in the ▇▇▇▇ ▇▇▇) of this Agreement by Fund/Plan, including
any direct or indirect transfer or hypothecation of a controlling block of
Fund/Plan's voting securities by a security holder thereof, shall permit the
Trust to terminate for cause; or (e) any circumstance which substantially
impairs the performance of the obligations and duties of the party to be
terminated, or the ability to perform those obligations and duties, as
contemplated herein.
(e) If a successor to any of Fund/Plan's duties or
responsibilities under this Agreement is designated by the Trust by written
notice to Fund/Plan in connection with the termination of this Agreement,
Fund/Plan shall promptly upon such termination and at the expense of the Trust,
transfer all records and shall cooperate in the transfer of such duties and
responsibilities.
Section 16. Except as otherwise provided in this Agreement, 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 ▇▇▇▇▇▇▇▇ Family of Funds: If to Fund/Plan:
The ▇▇▇▇▇▇▇▇ Family of Funds Fund/Plan Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
President President
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-19 Schedule "C"
12
Section 17. This Agreement may be amended from time to time by
supplemental agreement executed by the Trust and Fund/Plan and the compensation
stated in Schedule "B" attached hereto may be adjusted accordingly as mutually
agreed upon amendment of Schedule "B".
Section 18. The Trust represents and warrants to Fund/Plan that the
execution and delivery of this Agreement by the undersigned officers of the
Trust has been duly and validly authorized by resolution of the Board of
Trustees of the Trust.
Section 19. 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 20. This Agreement shall extend to and 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 Fund/Plan or by Fund/Plan without the written consent of the
Trust, authorized or approved by a resolution of its respective Boards of
Directors or Trustees.
Section 21. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania and the venue of any action arising under this
Agreement shall be ▇▇▇▇▇▇▇▇▇▇ County, Commonwealth of Pennsylvania.
Section 22. No provision of this Agreement may be amended or modified,
in any manner except by a written agreement properly authorized and executed by
Fund/Plan and the Trust.
Section 23. If any part, term or provision of this Agreement is held by
any court 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, provided that the basic agreement is not thereby
substantially impaired.
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-20 Schedule "C"
13
Section 24. The Trust is a business trust organized under Chapter 1746,
Ohio Revised Code, and under its Trust Instrument, to which reference is hereby
made and a copy of which is on file at the office of the Secretary of State of
Ohio as required by law, and to any and all mandments thereto so filed or
hereafter filed. The obligations of "The ▇▇▇▇▇▇▇▇ Family of Funds" entered into
in the name or on behalf thereof by any of the Trustees, officers, employees or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, officers, employees, agents or shareholders of the
Trust personally, but bind only the assets of the Trust, as set forth in Section
1746.13(A), Ohio Revised Code, and all persons dealing with any of the Series of
the Trust must look solely to the assets of the Trust belonging to such Series
for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting of twelve typewritten pages, together with Schedules "A", "B" and
"C", to be signed by their duly authorized officers as of the day and year first
above written.
The ▇▇▇▇▇▇▇▇ Family of Funds Fund/Plan Services, Inc.
-------------------------------- -------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Administration Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and Fund/Plan
Services, Inc.
C-21 Schedule "C"
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SCHEDULE "A"
FUND ACCOUNTING AND PORTFOLIO VALUATION SERVICES
FOR
THE ▇▇▇▇▇▇▇▇ FAMILY OF FUNDS
Dated: January 20, 1995
DAILY ACCOUNTING SERVICES
1) Calculate Net Asset Value Per Share:
- Update the daily market value of securities held by the Trust
using Fund/Plan Services' standard agents for pricing domestic
equity and bond securities. The standard domestic equity
pricing services is Quotron Systems, Inc. or Interactive Data
(IDC). ▇▇▇▇▇▇ Data Corporation and IDC are used for bond
prices.
- If necessary, enter limited number of manual prices supplied by Trust.
- Prepare NAV proof sheet. Review components of change in NAV for
reasonableness.
- Review variance reporting on-line and in hard copy for price
changes in individual securities using variance levels
established by Trust.
- Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement.
- Communicate required pricing information (NAV) to Trust, Transfer Agent
and, electronically, to NASDAQ.
2) Determine and Report Cash Availability to Trust by Approximately 9:30 AM
Eastern Time:
- Receive daily cash and transaction statements from the Custodian by
8:30 AM Eastern time.
- Receive daily shareholder activity reports from the Trust's
Transfer Agent by 8:30 AM Eastern time.
- Fax hard copy Cash Availability calculations with all details to Trust.
- Supply Trust with 5-day cash projection report.
- Prepare and complete daily bank cash reconciliations including
documentation of any reconciling items and notify the Custodian/Trust.
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-1 Schedule "A"; Page 1
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3) Reconcile and Record All Daily Expense Accruals:
- Accrue expenses based on Trust supplied budget either as
percentage of Trust's net assets or specific dollar amounts.
- If applicable, monitor expense limitations established by Trust.
- If applicable, accrue daily amortization of Organizational Expense.
- If applicable, complete daily accrual of 12(b)1 expenses.
4) Verify and Record All Daily Income Accruals for Debt Issues:
- Review and verify all system generated Interest and Amortization
reports.
- Establish unique security codes for bond issues to permit segregated
Trial Balance income reporting.
5) Monitor Domestic Securities Held for Cash Dividends, corporate actions and
capital changes such as splits, mergers, spinoffs, etc. and process
appropriately.
- Monitor electronically received information from ▇▇▇▇▇▇ Data
Corporation for all domestic securities.
- Review current daily security trades for dividend activity.
- Interface with custodian to monitor timely collection and postings of
corporate actions, dividends and interest.
6) Enter All Security Trades on Investment Accounting System (IAS) based on
written instructions from Trust.
- Review system verification of trade and interest calculations.
- Verify settlement through the Custodian statements.
- Maintain security ledger transaction reporting.
- Maintain tax lot holdings.
- Determine realized gains or losses on security trades.
- Provide complete broker commission reporting.
7) Enter All Trust Share Transactions on IAS:
- Process activity identified on the Transfer Agent reports.
- Verify settlement through the Custodian statements.
- Reconcile to the Fund/Plan Services' Transfer Agent report balances.
8) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance (listing
all asset, liability, equity, income and expense accounts)
- Post manual entries to the general ledger.
- Post custodian bank activity.
- Post shareholder and security transactions.
- Post and verify system generated activity, i.e., income and expense
accruals.
- Prepare general ledger net cash proof used in NAV calculation
9) Review and Reconcile With Custodian Statements:
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-2 Schedule "A"; Page 2
16
- Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. (Discrepancies will be reported to
and resolved by the Custodian.)
- Post all cash settlement activity to the Trial Balance.
- Reconcile to ending cash balance accounts.
- Clear IAS subsidiary reports with settled amounts.
- Track status of past due items and failed trades handled by the
Custodian.
10) Submission of Daily Accounting Reports to ▇▇▇▇▇▇▇▇: (Additional reports
readily available.)
- Trial Balance.
- Portfolio Valuation (listing inclusive of holdings, costs, market
values, unrealized appreciation/depreciation and percentage of
portfolio comprised of each security).
- NAV Calculation Report.
- Cash Availability and 5 day Cash Projection Report.
MONTHLY ACCOUNTING SERVICES
1) Full Financial Statement Preparation (automated Statements of Assets
and Liabilities, of Operations and of Changes in Net Assets) and
submission to Trust by 10th business day.
2) Submission of Monthly Automated IAS Reports to Trust:
- Security Purchase/Sales Journal.
- Interest and Maturity Report.
- Brokers Ledger (Commission Report).
- Security Ledger Transaction Report with Realized Gains/Losses.
- Security Ledger Tax Lot Holdings Report.
- Additional reports available upon request.
3) Reconcile Accounting Asset Listing to Custodian Asset Listing:
- Report any security balance discrepancies to the Custodian/Trust.
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-3 Schedule "A"; Page 3
17
4) Provide Monthly Analysis and Reconciliation of Additional Trial Balance
Accounts, such as:
- Security cost and realized gains/losses.
- Interest/dividend receivable and income.
- Payable/receivable for securities purchased and sold.
- Payable/receivable for fund shares; issued and redeemed.
- Expense payments and accruals analysis.
5) If Appropriate, Prepare and Submit to Trust:
- SEC yield reporting (non-money market funds with domestic and ADR
securities only).
- Income by state reporting.
- Standard Industry Code Valuation Report.
- Alternative Minimum Tax Income segregation schedule.
ANNUAL (AND SEMI-ANNUAL) ACCOUNTING SERVICES
1) Assist and supply auditors with schedules supporting securities and
shareholder transactions, income and expense accruals, etc. during the year
in accordance with standard audit assistance requirements.
2) Provide NSAR Reporting (Accounting Questions):
If applicable, answer the following items:
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53, 55, 62, 63,
64B, 71, 72, 73, 74, 75, 76
NOTE: Complete NSAR reporting is provided by Fund Plan's Administration
Group.
The ▇▇▇▇▇▇▇▇ Family of Funds Fund/Plan Services, Inc.
--------------------------------- --------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-4 Schedule "A"; Page 4
18
ACCOUNTING SERVICES UNIT BASIC ASSUMPTIONS FOR
THE ▇▇▇▇▇▇▇▇ FAMILY OF FUNDS
The Fund/Plan Accounting Services Unit (ASU) is pleased to offer The ▇▇▇▇▇▇▇▇
Family of Funds (the "Trust") the comprehensive level of service necessary for
proper portfolio accounting and valuation.
The Accounting Fees as proposed, are based on certain assumptions made upon
review of the February 28, 1994 Prospectus and Statement of Additional
Information, October 31, 1993 annual report, April 30, 1994 semi-annual reports
as well as trade volumes and account information and information of the Trust's
predessor received from ▇▇▇▇▇ ▇▇▇▇▇▇. To the extent these assumptions and
requirements should change, fee revisions may be necessary.
BASIC ASSUMPTIONS:
1) Fund Plan as Administrator will complete all necessary compliance
reports (Sub- Chapter "M"), as well as monitoring of the various
prospectus limitations and restrictions.
2) The Trust's security trading activity will remain comparable to the
statistics identified by ▇▇▇▇▇ ▇▇▇▇▇▇, i.e., approximately 12 trades
per month in the Midwest Growth Fund and 17 trades per month in the
Growth and Income Fund and 2 trades per month in the Government
Securities Fund (inclusive of domestic and money market transaction).
3) The number of securities and portfolio asset composition in each series
of the Trust will remain comparable to that identified in the annual
and semi-annual reports described above.
4) Each series of the Trust has a tax year-end which coincides with its fiscal
year-end. No additional accounting requirements are necessary to identify
or maintain book-tax differences.
To the extent tax accounting for certain securities differs from the
book accounting, it will be done by Fund/Plan as Administrator or the
Trust's Independent Accountant. We would recommend book/tax differences be
minimized.
5) The Trust foresees no difficulty in using Fund/Plan's standard current
pricing agents for domestic equity, bond, and ADR securities. We currently
use Quotron Systems, Inc. or Interactive Data Corporation (IDC) for
domestic equities and listed ADR's. ▇▇▇▇▇▇ Data Corporation, Telerate
Systems, Inc. and IDC are used for bonds, and money market issues.
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-5 Schedule "A"; Page 5
19
It is assumed that the Accounting Unit will work closely with Trust to
ensure the accuracy of the Trust's NAV, and to obtain the most satisfactory
pricing sources and specific methodologies prior to the actual conversion
date.
6) To the extent the Trust require daily security prices (limited in
number) from specific brokers for domestic securities, these manual prices
will be obtained by the Trusts' Investment Adviser (or brokers) and faxed
to ASU by approximately 4:00 PM Eastern time for inclusion in the NAV
calculations. Trust will supply ASU with the appropriate pricing contacts
for these manual quotes.
Based on our current clients' experience, we believe the Trust's Investment
Adviser will have better success in obtaining accurate and a timely broker
quotes on a more consistent basis than Fund/Plan Services.
7) To the extent the Trust should ever purchase/hold open-end registered
investment companies (RIC's), procedural discussions should take place
between ASU and Trust management clarifying the appropriate pricing and
dividend rate sources. Depending on the methodologies selected by the Trust
additional fees may apply.
8) ASU will supply daily Portfolio Valuation Reports to the Trust's
Investment Adviser or manager identifying current security positions,
original/amortized cost, security market values and changes in unrealized
appreciation/depreciation.
It will be the responsibility of the Trust's Investment Adviser to review
these reports and to promptly notify ASU of any possible problems, trade
discrepancies, incorrect security prices, corporate action/capital change
information that could result in a misstated Trust NAV.
9) The Trust does not expect to invest in Futures, Swaps, ▇▇▇▇▇▇,
Derivatives or Foreign (non-US dollar denominated) Securities. To the
extent these investment strategies should change, additional fees will
apply after the appropriate procedural discussions have taken place between
ASU and Trust management. (Advance notice is required should the Trust
commence trading in these investments).
10) It is assumed for all debt issues that the Adviser will supply the
Accounting Unit with critical income information such as accrual methods,
interest payment frequency details, coupon payment dates, floating rate
reset dates, and complete security descriptions with issue types and cusip
numbers. If applicable, for proper income accrual accounting, ASU will look
to the Trust's Adviser to supply PSA, Y.T.M., and related cash flow models
for any mortgage asset-backed securities and IO/PO positions held in the
Trust.
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-6 Schedule "A"; Page 6
20
11) It is assumed that the Custodian will provide the Accounting Unit with
daily Custodian statements and on-line access to the custody system
reflecting all prior day cash activity on behalf of each portfolio by 8:30
AM Eastern time. Complete and clear descriptions of any postings, inclusive
of CUSIP numbers, interest/dividend payment dates, capital stock details,
expense authorizations, beginning/ending balances, etc. will be provided by
the Custodian's reports or system.
12) It is assumed that the Custodian will handle and report on all
settlement problems, failed trades and resolve unsettled
dividends/interest/paydowns and capital changes. Additionally, the
Custodian will process all applicable capital change paperwork based upon
advice from Trust. ASU will supply segregated Trial Balance reporting and
supplemental reports to assist in this process.
13) With respect to Mortgage/Asset-Backed securities such as GNMA's,
FHLMC's, FNMA's, CMO's, ARM's, IO's, PO's etc., the Custodian (or a Trust
supplied source) will provide ASU with current principal repayment factors
on a timely basis in accordance with the appropriate securities' schedule.
Income accrual adjustments (to the extent necessary) based upon initial
estimates will be completed by ASU when actual principal/income payments
are collected by the Custodian.
14) To the extent applicable, Accounting will maintain US dollar
denominated qualified covered call options and index options reporting on
the daily Trial Balance and value the respective options and underlying
positions daily. To the extent tax classifications are required, they will
be done by Fund/Plan as Administrator or the Funds' Independent Accountant.
The Trust does not currently expect to invest in domestic options or
designated ▇▇▇▇▇▇. (Advance notice is requested should the Trust commence
trading in the above investments to clarify operational procedures between
ASU and the advisor.)
15) To the extent the Trust should establish a Line of Credit in segregated
accounts with the custodian for temporary administrative purposes, and/or
leveraging/hedging the portfolio, the investment adviser will complete the
appropriate paperwork/monitoring for segregation of assets and adequacy of
collateral. Accounting will reflect appropriate Trial Balance account
entries and interest expense accrual charges on the daily Trial Balance
adjusting as necessary at month-end.
16) The Trust does not currently expect to participate in Security Lending,
Leveraging, or Short Sales within their portfolio securities. To the extent
they do so in the future, additional fees will apply. (Advance notice is
required should the Trust desire to participate in the above.)
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-7 Schedule "A"; Page 7
21
17) Trust management or Fund/Plan as Administrator will supply ASU with
portfolio specific expense accrual procedures and monitor the expense
accrual balances for adequacy based on outstanding liabilities monthly.
Fund/Plan as Administrator will promptly communicate to the Accounting
Unit any adjustments needed.
18) Specific deadlines and complete Trust supplied information will be
identified for all security trades in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.
Trade Authorization Forms, with the appropriate officer's signature,
should be supplied to the ASU on all security trades placed by the
Trust no later than settlement/value date by 12:30 PM Eastern time for
money market securities (it is assumed trade date equals settlement
date for money market issues), and by 11:00 AM Eastern time on trade
date plus one for non-money market securities. Receipt of trade
information within these identified deadlines may be via telex, fax, or
on-line system access. To the extent applicable, the Investment Adviser
will also communicate all trade information directly to the Fund/Plan
Custody Administrator. The Fund/Plan Custody Administrator will then
supply ASU with the trade details in accordance with the above stated
deadlines.
CUSIP numbers and/or ticker symbols for all US dollar denominated
trades will be supplied by the Investment Adviser via the Trade
Authorization, telex or on-line support. If appropriate, Accounting
will supply the Investment Adviser with recommended trade ticket
documents to minimize receipt of incomplete information. We would find
it difficult to be responsible for NAV changes that resulted from
incomplete information about a trade.
19) To the extent Trust utilizes Purchases In-Kind (U.S. dollar denominated
securities) as a method for shareholder subscriptions, ASU will provide
Trust with recommended procedures to properly handle and process
security in-kinds. Should Trust prefer procedures other than those
provided by Fund/Plan Services, additional fees may apply. (Discussions
must take place in advance between Fund/Plan Services and Trust to
clarify the appropriate In-Kind operational procedures to be followed.)
20) It is assumed that the Trust's Investment Adviser or Fund/Plan as
Administrator will complete the applicable performance and rate of
return calculations as required by the SEC for the Trust.
21) With respect to amortization and accretion requirements for the debt
issues in the Trust, the ASU Investment Accounting System (IAS) offers
a very comprehensive and fully automated level of support. Market
discounts and acquisition premiums are calculated either utilizing the
straight-line or yield-to-maturity (scientific) method.
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-8 Schedule "A"; Page 8
22
It is extremely important that the Trust's requirements and proper
amortization procedures be clarified prior to conversion. ASU, Trust
management, and the Trust's independent accountant should review
pre-conversion system reports to ensure that IAS calculated
amortization amounts are in agreement with any tax schedules prepared
by the auditors for all appropriately held debt issues as of the date
last calculated.
It is assumed that the Trust will not hold any issues with Original
Issue Discounts (OID). It is our position that OID is a tax requirement
and, as such, not necessarily reflected on the books of the Trust.
ASU's current clients have not required any OID support. To the extent
the Trust should, in the future, own securities with OID, it is
expected that the Trust's auditors will complete the necessary OID
adjustments for financial statements and/or tax reporting.
22) The Trust is not currently expected to issue separate classes of shares.
To the extent it does so, additional fees will be negotiated.
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-9 Schedule "A"; Page 9
23
SCHEDULE "B"
FUND ACCOUNTING AND PORTFOLIO VALUATION SERVICES FEE SCHEDULE
FOR
THE ▇▇▇▇▇▇▇▇ FAMILY OF FUNDS
Dated: January 20, 1995
This Fee Schedule is fixed for the Initial Term as that term is defined in
the Agreement.
The Accounting Fees as set forth below are based on the "Basic Assumptions"
as set forth in Schedule "A." To the extent that those assumptions are
inaccurate or requirements change, fee revisions may be necessary.
FUND ACCOUNTING AND PORTFOLIO VALUATION SERVICES
I. Annual Fee Schedule Per Domestic Portfolio: (1/12th payable monthly)
(U.S. dollar denominated securities only)
$24,000 Minimum to $ 20 Million of Average Net Assets
.0004 On the Next $ 30 Million of Average Net Assets
.0003 On the Next $ 50 Million of Average Net Assets
.0001 Over $100 Million of Average Net Assets
II. Pricing Services Quotation Fees: (based on individual cusip or security
identification numbers.)
Respective Fees will be billed monthly. Specific costs will be identified
based upon options selected by the client.
A) ▇▇▇▇▇▇ DATA CORPORATION* (if applicable)
*Based on current vendor costs, subject to change
Government//Mortgage Backed/Corporate
Short & Long Term Quotes $ .50 per Quote per Issue
Tax-Exempt Short & Long Term Quotes $ .55 per Quote per Issue
CMOs/ARMs/ABS $1.00 per Quote per Issue
Mortgage Backed Factors $1.00 per Issue per Month
Minimum Weekly File Transmission is Assumed
There are currently no charges for the domestic dividend and
capital change information transmitted daily to Fund/Plan
services from ▇▇▇▇▇▇ Data Corporation.*
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-1 Schedule "B"; Page 1
24
B) FUTURES $2.00 per Issue per Day
C) TELERATE SYSTEMS, INC.* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon options
selected by Trust and will be billed monthly.
D) QUOTRON SYSTEMS, INC.*
*Based on current vendor costs, subject to change.
There are currently no charges for the domestic security prices
supplied by Quotron Systems, Inc.
E) INTERACTIVE DATA CORP.* (if applicable)
*Based on current vendor costs, subject to change.
Domestic Equities and Options $ .15 per Quote per Issue
Corporate/Government/Agency Bonds
including Mortgage-Backed
Securities (evaluated, seasoned,
and/or closing) $ .50 per Quote per Issue
US Municipal Bonds and Collateralized
Mortgage Obligations $ .80 per Quote per Issue
Domestic Dividends and Capitalization
Changes $3.50 per Month per Holding
Interactive Data also charges monthly transmission costs and
disk storage charges.
III. Out-Of-Pocket Expenses
The Trust will reimburse Fund/Plan Services, Inc. monthly for all
out-of-pocket expenses, including telephone, postage,
telecommunications, special reports, record retention, special
transportation, and copying and sending materials to auditors for
audits.
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-2 Schedule "B"; Page 2
25
IV. Other Services Not Covered By This Agreement
To the extent the Trust commences the use of investment techniques such
as Security Lending, Short Sales, Derivatives, Swaps, Futures,
Leveraging, Precious Metals or non-US dollar denominated
securities/currency, additional fees will apply.
Activities of a non-recurring nature such as fund consolidations,
mergers, or reorganizations will be subject to negotiation. Any
additional enhanced services, programming requests or reports will be
quoted upon request.
To the extent the Trust should decide to issue separate/multiple
classes of shares, additional fees shall apply.
V. Interim Fee Arrangement
Notwithstanding the foregoing, during the period from the date hereof
until the Exchange Date of the Reorganization described in the
Agreement and Plan of Reorganization and Liquidation between the Trust
and The Advisors' Inner Circle Fund, Fund/Plan will be compensated at a
rate not to exceed 25% of that to which it would otherwise be entitled
on a monthly basis hereunder.
The ▇▇▇▇▇▇▇▇ Family of Funds Fund/Plan Services, Inc.
--------------------------------- --------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-3 Schedule "B"; Page 3
26
SCHEDULE "C"
Identification of Series
Dated: January 20, 1995
As Amended March 1, 1996
Below are listed the "Series" to which services under this Agreement are to be
performed as of the execution date of this Agreement:
"FAIRPORT FUNDS"
1. FAIRPORT MIDWEST GROWTH FUND
2. FAIRPORT GROWTH AND INCOME FUND
3. FAIRPORT GOVERNMENT SECURITIES FUND
This Schedule "C" may be amended from time to time by agreement of the Parties.
FAIRPORT FUNDS FUND/PLAN SERVICES, INC.
-------------------------------- --------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Accounting Services Agreement between The ▇▇▇▇▇▇▇▇ Family of Funds and
Fund/Plan Services, Inc.
C-4 Schedule "C"
