ACCOUNTING SERVICES AGREEMENT
This Agreement, dated as of the 1st day of August, 1995 made by and between
IAA Trust Growth Fund, Inc. (the "Growth Fund"), a corporation duly organized
and existing under the laws of the State of Maryland and operating as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, 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 Growth Fund 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
Growth Fund (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 Growth Fund will provide all necessary information concerning
the Fund to Fund/Plan so that Fund/Plan may appropriately execute its
responsibilities hereunder;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:
Section 1. 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 an original 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
Directors of the Growth Fund, to give such Oral Instructions on behalf of the
Growth Fund.
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 an original signature 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 Directors of the Growth Fund to give written
instructions on
behalf of the Growth Fund.
The Growth Fund shall file with Fund/Plan a certified copy of each
resolution of its Board of Directors authorizing execution 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 Growth Fund 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 Growth Fund in such form as may be mutually agreed upon between
the Growth Fund and Fund/Plan:
(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 the Growth Fund as provided below, is to
be furnished by Written or Oral Instructions to Fund/Plan daily (in accordance
with the time frame identified below) 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 the Growth Fund's net asset value each day that the New York Stock
Exchange is open for business, in accordance with (i) the Fund's current
prospectus and statement of additional information then in effect and (ii)
procedures with respect thereto approved by the Board of Directors of the Growth
Fund and supplied in writing to Fund/Plan. 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 Growth Fund has given or caused to be given specific
Written or Oral Instructions to utilize a different value subject to the
appropriate provisions in the Growth Fund's prospectus and statement of
additional information then in effect. All of the portfolio securities shall be
given such values as the Growth Fund provides by Written or Oral Instructions
including all restricted securities and other securities requiring valuation not
readily ascertainable solely by such Service subject to the appropriate
provisions in the Growth Fund's prospectus and statement of additional
information then in effect. Fund/Plan shall have no responsibility or liability
for the accuracy of prices quoted by such Service; for the accuracy of the
information supplied by the Growth Fund; 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 Growth Fund 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 of the Growth Fund's assets (the "Custodian"), the
Service, or the Growth Fund. Fund/Plan shall have no duty to gather or record
corporate action information not supplied by these sources.
Fund/Plan will assume no liability for price changes caused by: the
investment advisor(s), custodian of the assets of the Growth Fund (the
"Custodian") and 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 of
an amount greater than or equal to one half of one percent of the correct net
asset value ("NAV"), 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
NAV of the Growth Fund:
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 if
Fund/Plan can rerun the prior day's work before shareholder statements and
checks are mailed, the Growth Fund 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
Growth Fund for
overpayments to shareholders who have fully redeemed.
If the error spans more than five (5) business days, Fund/Plan would
bear the liability to the Growth Fund 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.
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 Growth Fund or its agents on behalf of the Growth Fund. 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 Growth Fund 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 Growth Fund, provided however, that in the
event a Written or Oral Instruction received by Fund/Plan is countermanded by a
timely received subsequent Written or Oral Instruction prior to acting upon such
countermanded Instruction, Fund/Plan shall act upon such subsequent Written or
Oral Instruction. The sole obligation of Fund/Plan with respect to any follow-up
or confirmatory Written Instruction, 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 Growth Fund. The Growth Fund shall be responsible, at the Growth Fund's
expense, for taking any action, including any reprocessing, necessary to correct
any discrepancy or error. To the extent such action requires Fund/Plan to act,
the Growth Fund shall give Fund/Plan specific Written Instruction as to the
action required.
Section 5. The Growth Fund shall cause its Custodian to forward to
Fund/Plan a daily statement of cash and portfolio transactions. At the end of
each month, the Growth Fund shall cause the Custodian to forward to Fund/Plan a
monthly statement of portfolio positions,
which will be reconciled with the Growth Fund's Accounts and Records maintained
by Fund/Plan on its behalf. Fund/Plan will report any discrepancies to the
Custodian, and report any unreconciled items to the Growth Fund.
Section 6. Fund/Plan shall promptly supply daily and periodic reports to
the Growth Fund as requested by the Growth Fund and agreed upon by Fund/Plan.
Section 7. The Growth Fund 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 Growth Fund 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 Growth Fund'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 to the Fund/Plan
Accounting Unit of share purchases, redemptions, and total shares outstanding,
on the next business day after each net asset valuation.
Section 8. The Accounts and Records, in the agreed-upon format, maintained
by Fund/Plan shall be the property of the Growth Fund and shall be made
available to the Growth Fund 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 Fund's independent auditors, or
upon approval of the Fund, or upon demand, any regulatory body, in any requested
review of the Fund's Accounts and Records but shall be reimbursed for all
reasonable expenses (expenses generally such as shipping, photocopying, faxing,
special reports, etc.) and reasonable employee time for complying with extra
services, (currently a rate of $50.00 per hour) invested in any such review of
the Fund's Accounts and Records outside of routine and normal periodic review
and audits. Upon receipt from the Growth Fund of the necessary information,
Fund/Plan shall supply the necessary data for the Growth Fund 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
Growth Fund and Fund/Plan shall agree upon from time to time.
Section 9. In case of any request or demand for the inspection of the
records of the Growth Fund, Fund/Plan shall endeavor to notify the Growth Fund
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 Growth Fund.
Section 10. Fund/Plan and the Growth Fund 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 Growth Fund or directed by the Growth Fund, does
not conflict with or violate any requirements of the Growth Fund's Prospectus,
Articles of Incorporation, By-Laws, or any rule or regulation of any regulatory
body or governmental agency. The Growth Fund 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 not be liable for any error of judgment or mistake of law or for
any loss suffered by the Growth Fund in connection with the performance of this
Agreement, except losses resulting from willful misfeasance, bad faith or
negligence on the part of Fund/Plan in the performance of its obligations and
duties under this Agreement.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer, trustee,
employee or agent of the Growth Fund shall be deemed, when rendering services to
the Growth Fund or acting on any business of the Growth Fund (other than
services or business in connection with Fund/Plan's duties hereunder), to be
rendering such services to or acting solely for the Growth Fund, 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 Growth
Fund 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, 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 Growth Fund
or upon the written opinion of legal counsel for the Growth Fund 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 own negligence, willful misconduct, bad faith, or reckless disregard of
its or their own duties hereunder.
(d) Fund/Plan shall give written notice to the Growth Fund within ten
(10) 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 Growth Fund of such written
assertion or claim shall not, however, operate in any manner whatsoever to
relieve the Growth Fund of any liability arising from this Section or otherwise,
except to the extent failure to give notice prejudices the Growth Fund.
(e) For any legal proceeding giving rise to this indemnification, the
Growth Fund 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 ten (10) 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 Growth
Fund 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.
(f) The Fund shall not settle any claim without the Company's express
written consent which shall not be unreasonably withheld. The Company shall not
settle any claim without the Fund's express written consent which shall not be
unreasonably withheld.
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 Growth Fund.
Section 13. The Growth Fund 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" approved by the Growth Fund and Fund/Plan. The Growth Fund
agrees and understands that Fund/Plan's compensation be comprised of two
components and payable on a monthly basis as follows:
(i) An asset based fee subject to a stated minimum fee, will be
billed to the Growth Fund within the first ten (10) calendar days of the month
following the month in which the fee was incurred. The Growth Fund agrees to pay
this fee to Fund/Plan within ten (10) calendar days of receipt of such xxxx.
(ii) Reimbursement of any reasonable out-of-pocket expenses paid
by Fund/Plan on behalf of the Growth Fund, which out-of-pocket expenses will be
billed to the Growth Fund within the first ten calendar days of the month
following the month in which such out-of-pocket expenses were incurred. The
Growth Fund agrees to reimburse Fund/Plan for such expenses within ten calendar
days of receipt of such xxxx.
For the purpose of determining fees payable to Fund/Plan, the value of the
Growth Fund's net assets shall be computed at the times and in the manner
specified in the Growth Fund's Prospectus and Statement of Additional
Information then in effect.
During the term of this Agreement, should the Growth Fund seek services or
functions in addition to those outlined above or in Schedule "A" attached, a
written amendment to this Agreement specifying the additional services and
corresponding compensation shall be executed by both Fund/Plan and the Growth
Fund.
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 for the Fund on each day required
pursuant to (i) Rule 22c-1 promulgated under the Investment Company Act of 1940,
as amended, and (ii) the Growth Fund's Prospectus and Statement of Additional
Information then in effect.
Section 15.
(a) The term of this Agreement shall be for a period of three (3)
years, commencing on the date hereinabove first written ("Effective Date") and
shall continue thereafter on a year to year term subject to termination by
either Party as set forth in (c) below.
(b) The fee schedule set forth in Schedule "B" attached shall be fixed
for three (3) years commencing on the Effective Date of this Agreement and shall
continue thereafter subject to review and adjustment of the fee schedule and
termination notice as set forth in section (c) below.
(c) After the initial term of this Agreement, the Growth Fund 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 twenty (120) days after the date
of receipt of such notice. Upon the effective termination date, the Growth Fund
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) If a successor to any of Fund/Plan's duties or responsibilities
under this Agreement is designated by the Growth Fund 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 Growth Fund, transfer
all Required 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 IAA Trust Growth Fund, Inc. If to Fund/Plan:
IAA Trust Growth Fund, Inc. Fund/Plan Services, Inc.
000 XXX Xxxxx 0 Xxxx Xxx Xxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx Attention: Xxxxxxx X. Xxxxx,
Vice President President
Section 17. This Agreement may be amended from time to time by supplemental
agreement executed by the Growth Fund and Fund/Plan and the compensation stated
in Schedule "B" attached hereto may be adjusted accordingly as mutually agreed
upon.
Section 18. The Growth Fund represents and warrants to Fund/Plan that the
execution and delivery of this Agreement by the undersigned officers of the
Growth Fund has been duly and validly authorized by resolution of the Board of
Directors of the Growth Fund.
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 Growth Fund without the
written consent of Fund/Plan or by Fund/Plan without the written consent of the
Growth Fund, authorized or approved by a resolution of its respective Boards of
Directors.
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 Xxxxxxxxxx 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 Growth Fund.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting of eleven typewritten pages, together with Schedules "A" and "B", to
be signed by their duly authorized officers as of the day and year first above
written.
IAA Trust Growth Fund, Inc.
------------------------------------
By: Xxxx X. Xxxx, Vice President
Fund/Plan Services, Inc.
------------------------------------
By: Xxxxxxx X. Xxxxx, President
Schedule "A"
Fund Accounting and Portfolio Valuation Services
for
The Growth Fund, Inc.
Daily Accounting Services
1) Calculate Net Asset Value ("NAV") and Offering Price Per Share:
o Update the daily market value of securities held by the Growth Fund
using Fund/Plan's standard agents for pricing domestic equity and bond
securities. The standard domestic equity pricing services are
Quotron/Reuters, Inc., Xxxxxx Data Corporation, or Interactive Data
Corporation (IDC). Xxxxxx Data Corporation, Telerate Systems, Inc and
IDC are used for bond and money market issues.
o Enter limited number (not to exceed ten per day) of manual prices
supplied by the Growth Fund.
o Prepare NAV proof sheet. Review components of change in NAV for
reasonableness.
o Review variance reporting on-line and in hard copy for price changes
in individual securities using variance levels established by the
Growth Fund. Verify US dollar security prices exceeding variance
levels by notifying the Growth Fund and pricing sources of noted
variances.
o Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement.
o Communicate required pricing information, NAV, to the Growth Fund's
transfer agent (the "Transfer Agent") and, electronically, to NASDAQ.
2) Complete Money Market (Daily Dividend) Fund Requirements: (If applicable)
o Calculate net investment income available for distribution daily.
o Calculate daily rate, and 1, 7, 30-day yields.
o Provide system calculated average weighted maturity.
o Supply Transfer Agent and client with distribution rates.
o Provide money market original and amortized cost schedules in
accordance with valuing the Fund based on amortized cost, inclusive of
all debt issues income accruals.
o Communicate required information electronically to NASDAQ, if
applicable.
3) Determine and Report Cash Availability to Fund by approximately 9:30 AM
Eastern Time:
o Receive daily cash and transaction statements from the Growth Fund's
custodian by 8:30 AM Eastern time.
o Receive previous day shareholder activity reports from the transfer
agent by 8:30 AM Eastern time.
o Fax hard copy cash availability calculations with all details to the
Growth Fund.
o Supply the Growth Fund with 5-day cash projection report.
o Prepare and complete daily bank cash reconciliations including
documentation of any reconciling items and notify the Custodian and
the Growth Fund.
o For Money Market Funds, the Fund's transfer agent will also support
the client in receipt of timely cash information.
4) Reconcile and Record All Daily Expense Accruals:
o Accrue expenses based on budget supplied by the Growth Fund either as
percentage of net assets or specific dollar amounts.
o If applicable, monitor expense limitations established by the Growth
Fund.
o If applicable, accrue daily amortization of Organizational expense.
o If applicable, complete daily accrual of 12b-1 expenses.
5) Verify and Record All Daily Income Accruals for Debt Issues:
o Review and verify all system generated Interest and Amortization
reports.
o Establish unique security codes for bond issues to permit segregated
Trial Balance income reporting.
6) Monitor Domestic Securities Held for cash dividends, corporate actions and
capital changes such as splits, mergers, spinoffs, etc. and process
appropriately.
o Monitor electronically received information from Xxxxxx Data
Corporation for all domestic securities.
o Review current daily security trades for dividend activity.
o Interface with custodian to monitor timely collection and postings of
corporate actions, dividends and interest.
7) Enter All Security Trades on Investment Accounting System (IAS) based on
written instructions from the Growth Fund.
o Review system verification of trade and interest calculations.
o Verify settlement through the statements supplied by the custodian.
o Maintain security ledger transaction reporting.
o Maintain tax lot holdings.
o Provide complete broker commission reporting.
o Determine realized gains or losses on security trades.
8) Enter All Fund Share Transactions on IAS:
o Process activity identified on reports supplied by the Fund/Plan
transfer agent.
o Verify settlement through the statements supplied by the Custodian.
o Reconcile to Fund/Plan's transfer agent report balances.
9) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance (listing
all asset, liability, equity, income and expense accounts)
o Post manual entries to the general ledger.
o Post custodian bank activity.
o Post shareholder and security transactions.
o Post and verify system generated activity, i.e., income and expense
accruals.
o Prepare general ledger net cash proof used in NAV calculation.
10) Review and Reconcile With Custodian Statements:
o Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. (Discrepancies will be reported to
and resolved by the custodian.)
o Post all cash settlement activity to the Trial Balance.
o Reconcile to ending cash balance accounts.
o Clear IAS subsidiary reports with settled amounts.
o Track status of past due items and failed trades handled by the
custodian.
11) Submission of Daily Accounting Reports to the Growth Fund: (Additional
reports readily available.)
o Non-Money Market Fund
- Trial Balance.
- Portfolio Valuation (listing inclusive of holdings, costs, market
values, unrealized appreciation/depreciation and percentage of
portfolio comprised of each security).
- Cash Availability and 5-day Cash Projection Report - NAV calculation
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
the Growth Fund by 10th business day.
2) Submission of Monthly Automated IAS Reports to the Growth Fund:
o Security Purchase/Sales Journal
o Interest and Maturity Report
o Brokers Ledger (Commission Report)
o Security Ledger Transaction Report with Realized Gains/Losses
o Security Ledger Tax Lot Holdings Report
o Additional reports available upon request
3) Reconcile Accounting Asset Listing to Custodian Asset Listing:
o Report any security balance discrepancies to the custodian/the Growth
Fund.
4) Provide Monthly Analysis and Reconciliation of Additional Trial Balance
Accounts, such as:
o Security cost and realized gains/losses
o Interest/dividend receivable and income
o Payable/receivable for securities purchased and sold
o Payable/receivable for fund shares; issued and redeemed
o Expense payments and accruals analysis
5) If Appropriate, Prepare and Submit to the Growth Fund:
o SEC yield reporting (non-money market funds with domestic and ADR
securities only).
o Income by state reporting.
o Standard Industry Code Valuation Report.
o 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, and 76.
Accounting Services Unit (ASU) Basic Assumptions for the IAA Trust
Growth Fund, Inc.
The Accounting Fees as set forth in Schedule "B" are based on the following
assumptions. To the extent these assumptions are inaccurate or requirements
change, fee revisions may be necessary.
Basic Assumptions:
1) The Growth Fund's asset composition and trading activity levels will remain
comparable to the current portfolio.
2) The Growth Fund 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. ASU will supply segregated Trial Balance
account details to assist the Growth Fund in proper identification by
category of all appropriate realized and unrealized gains/losses.
Security tax accounting which differs from book accounting will be provided
by the Growth Fund or the Fund's independent auditor.
3) The Growth Fund foresees no difficulty in using Fund/Plan's standard
current pricing agents for domestic equity, bond, and ADR securities.
Fund/Plan currently uses Quotron/Reuters, Inc., Xxxxxx Data Corporation or
Interactive Data Corporation (IDC) for domestic equities and listed ADR's.
Xxxxxx Data Corporation, Telerate Systems, Inc. or IDC are used for bonds
and money market instruments.
4) To the extent the Growth Fund requires daily security prices (limited to
ten per day) from specific brokers for domestic securities, these manual
prices will be obtained by the Growth Fund's investment advisor and faxed
to ASU by approximately 4:00 PM Eastern time for inclusion in the NAV
calculations. The Growth Fund will also supply ASU with the appropriate
pricing contacts for the manual quotes.
5) To the extent the Growth Fund should ever purchase/hold open-end registered
investment companies (RIC's), procedural discussions shall take place
between ASU and the Advisor to establish the appropriate pricing and
dividend rate sources. Depending on the methodologies selected by the
Growth Fund, additional fees may apply.
6) ASU will supply daily Portfolio Valuation Reports to the Growth Fund'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 Fund'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 Fund NAV.
7) The Growth Fund does not currently expect to invest in Futures, Swaps,
Derivatives or Foreign (non-US dollar denominated) currency or securities.
To the extent these investment strategies should change, additional fees
will apply after the appropriate procedural discussions have taken place
between ASU and the Growth Fund. (At least two weeks advance notice is
required should the Growth Fund commence trading in these investments).
8) The Growth Fund shall direct the investment advisor to supply the ASU 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
investment advisor to supply the yield to maturity and related cash flow
models for any mortgage/asset-backed securities held by the Growth Fund.
9) The Growth Fund shall direct the Custodian to provide ASU with daily
custodian statements reflecting all prior day cash activity by 8:30 AM
Eastern time. Complete descriptions of any postings, inclusive of CUSIP
numbers, interest/dividend payment dates, capital stock details, expense
authorizations, beginning/ending cash balances, etc. will be provided by
the Custodian's reports or system.
10) The Growth Fund shall direct the custodian to supply capital change
information and interest rate changes to ASU in a timely manner. The
investment advisor will supplement and supply as appropriate.
11) The Growth Fund shall direct the Custodian to handle and report upon all
settlement problems, failed trades and resolve unsettled
dividends/interest/paydowns and capital changes. The Custodian will process
all applicable capital change paperwork based upon advice from the
investment advisor. ASU agrees to supply segregated Trial Balance reporting
and supplemental reports to assist in this process.
12) With respect to mortgage/asset-backed securities including GNMA's, FHLMC's,
FNMA's, CMO's, ARM's, the Growth Fund shall direct the Custodian (or a
Growth Fund supplied source) to 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 and reported to
ASU.
13) To the extent applicable, ASU will maintain on a daily basis US dollar
denominated qualified covered call options and index options reporting on
the daily Trial Balance and value the respective options and underlying
positions. This Agreement does not provide for tax classifications if they
are required.
If the Growth Fund commences investment in domestic options or designated
xxxxxx, at least two week's advance notice is required to clarify
operational procedures between ASU and the investment advisor.
14) To the extent the Growth Fund, Inc. should establish a Line of Credit in
segregated accounts with the Custodian for temporary administrative
purposes, and/or leveraging/hedging the portfolio, it is not the
responsibility under this Agreement for ASU to complete the appropriate
paperwork/monitoring for segregation of assets and adequacy of collateral.
The Growth Fund shall direct the investment advisor to execute such
responsibilities. ASU will, however, reflect appropriate Trial Balance
account entries and interest expense accrual charges on the daily Trial
Balance adjusting as necessary at month-end.
15) If the Growth Fund commences participation in Security Lending, Leveraging,
Precious Metals or Short Sales, at least two week's advance notice is
required. To the extent the Growth Fund does so in the future, additional
fees will apply.
16) The Growth Fund shall direct the investment advisor to supply ASU with
portfolio specific expense accrual procedures and monitor the expense
accrual balances for adequacy based on outstanding liabilities monthly. The
investment advisor will promptly communicate to the ASU any adjustments
needed.
17) Specific deadlines shall be met and complete information shall be supplied
by the Growth Fund in order to minimize any settlement problems, NAV
miscalculations or income accrual adjustments.
The Growth Fund shall direct the investment advisor to provide to ASU Trade
Authorization Forms, with the appropriate officer's signature, on all
security trades placed by the Growth Fund no later than 12:30 PM Eastern
time on settlement/value date for money market issues, assuming that trade
date equals settlement date; and by 11:00 AM Eastern time on trade date
plus one for non-money market securities. Receipt by ASU of trade
information within these identified deadlines may be via telex, fax, or
on-line system access. The investment advisor will also communicate all
trade information directly to the Custodian.
There is no assurance that security trade information received by ASU after
the above stated deadlines will be included in that day's work.
The Growth Fund agrees to direct the investment advisor to include all
information required by ASU, including CUSIP numbers and/or ticker symbols
for all US dollar denominated trades on the Trade Authorization Form, telex
or on-line support. ASU will not be responsible for NAV changes or
distribution rate adjustments that result from incomplete trade
information.
18) To the extent the Growth Fund utilizes Purchases In-Kind (U.S. dollar
denominated securities only) as a method for shareholder subscriptions, ASU
will provide the Growth Fund with procedures to properly handle and process
securities in-kind. Should the Growth Fund prefer procedures other than
those provided by ASU, additional fees may apply. (The Parties agree that
discussions will take place in advance between ASU and the Growth Fund to
clarify the appropriate In-Kind operational procedures to be followed).
19) It is assumed that the investment advisor or Fund/Plan as administrator
will complete the applicable performance and rate of return calculations as
required by the SEC for the Growth Fund.
20) Compliance reporting (Sub-Chapter "M") will be completed by the Fund/Plan
administrator or investment advisor.
21) Fund/Plan will provide Administration and Transfer Agency Services.
22) The Growth Fund is not currently expected to issue separate classes of
shares. To the extent they do so, additional fees will be negotiated.
Schedule "B"
Fund Accounting and Portfolio Valuation Services Fee Schedule
for
IAA Trust Growth Fund, Inc.
This Fee Schedule is fixed for a period of three (3) years from
the Effective Date 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 FEES (US dollar denominated
securities only) All Accounting Services fees are quoted with the assumption
that Transfer Agent Services will be provided by Fund/Plan Services, Inc.
I. Annual Fee Schedule Per Portfolio: (1/12th payable monthly)
$25,000 Minimum to $ 10 Million of Average Net Assets
.0004 On the Next $ 40 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 Fee (Based on individual CUSIP or security
identification number.) Specific costs will be identified based upon
options selected by the client and will be billed monthly.
A) Xxxxxx 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
Foreign Security Quotes $ .50 per Quote per Issue
Foreign Security Supplemental
Corporation Actions, Dividends
& Capital Changes $2.00 per Issue per Month
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 Xxxxxx
Data Corporation.
B) Futures and Currency Forward Contracts $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
the client and will be billed monthly.
D) Quotron/Reuters, Inc.*
*(Based on current vendor costs, subject to change.)
Fund/Plan does not currently pass along the charges for the
domestic security prices supplied by Quotron/Reuters, 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
International Equities and Bonds $ .50 per Quote per Issue
Domestic Dividends and Capitalization
Changes $3.50 per Month per Holding
International Dividends and Capital
Changes $4.00 per Month per Holding
Interactive Data also charges monthly transmission costs and disk
storage charges.
Specific costs will be identified based upon options selected by the
Growth Fund and will be billed monthly.
III. SEC Yield Calculation: (if applicable)
Provide up to 12 reports per year to reflect the yield calculations for
non-money market funds required by the SEC, at no additional charge. (US
dollar denominated securities only).
IV. Out-Of-Pocket Expenses
The Growth Fund will reimburse Fund/Plan Services, Inc. monthly for all
out-of-pocket expenses, including telephone, postage, telecommunications,
special reports, record retention, special transportation costs as
approved, and the cost of copying and sending materials to auditors.
V. Additional Services
To the extent the Growth Fund commences using investment techniques such as
Futures, Security Lending, Swaps, Short Sales, Derivatives, Leveraging,
Precious Metals or non-US dollar denominated currency and securities,
additional fees will
apply, as mutually agreed upon.
Activities of a non-recurring nature such as shareholder in-kinds, fund
consolidations, mergers, or reorganizations will be subject to negotiation.
To the extent that the Growth Fund should decide to issue separate/multiple
classes of shares, additional fees shall apply. Any additional enhanced
services, programming requests or reports will be quoted upon request.
This Schedule may be amended to reflect the addition of other
services/reports.
