ACCOUNTING AND PRICING SERVICES AGREEMENT
AGREEMENT is made as of the May 28, 2004, between American Pension
Investors Trust (the "Trust"), a Massachusetts business trust, and Yorktown
Management & Research Company, Inc. ("Yorktown"), a Maryland corporation.
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"), and
is authorized to issue its shares in separate investment series; and
WHEREAS, the Trust wishes to retain Yorktown to provide certain fund
accounting and pricing services to each of the Trust's series listed on Appendix
A (the "Funds"), and Yorktown is willing to furnish such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Yorktown to provide certain
accounting and pricing services for each Fund on the terms set forth in this
Agreement. Yorktown accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided on Appendix B of
this Agreement.
2. FUND ACCOUNTING SERVICES.
(a) DAILY ACTIVITIES. Yorktown will perform the following accounting
functions on a daily basis for each Fund:
(1) Journalize the Fund's capital share and income and expense
activities;
(2) Verify investment buy/sell trade tickets and transmit trades to
the Fund's custodian for proper settlement;
(3) Maintain individual ledgers for investment securities;
(4) Maintain historical tax lots for each security;
(5) Reconcile share activity and outstanding share balances with the
transfer agent;
(6) Update the cash availability throughout the day as required by
the Fund's investment adviser(s);
(7) Post to and prepare the Fund's schedules of assets and
liabilities;
(8) Calculate various contractual expenses (e.g., advisory and
custody fees);
(9) Monitor the expense accruals and notify Fund management of any
proposed adjustments;
(10) Calculate capital gains and losses;
(11) Obtain security market quotations from independent pricing
services utilized by the Trust or, if such quotes are unavailable, then
obtain such prices from the Trust's Valuation Committee, and in either case
calculate the market value of the Fund's investments; and
(12) Value the assets of the Fund and compute the net asset value per
share of the Fund at such times and dates and in the manner specified in
the Fund's current prospectus.
(b) MONTHLY ACTIVITIES.
(1) Following the end of each month, the Trust shall cause its
custodian to prepare and forward to Yorktown a monthly statement of cash
and portfolio transactions, which Yorktown will reconcile with Yorktown's
accounts and records maintained for the Trust. Following Yorktown's receipt
of the monthly statement provided by the Trust's custodian, Yorktown will
provide a report of any discrepancies to the Trust's custodian, and will
provide a written report of any unreconciled items to the Trust.
(2) Obtain total return calculations, including after-tax returns,
from third-party performance reporting services utilized by the Trust.
(c) OTHER ACTIVITIES. In addition to the foregoing accounting services,
Yorktown will on behalf of the Trust and each Fund:
(1) Prepare quarterly broker security transactions summaries;
(2) Supply various Fund statistical data as reasonably requested by
the Trust on an ongoing basis;
(3) Assist in the preparation of support schedules necessary for
completion of the Fund's federal, state and, if applicable, excise tax
returns;
(4) Assist in the preparation of the Form N-SAR semi-annual reports;
(5) Assist in the preparation of the Trust's annual and semi-annual
shareholder reports;
(6) Assist in the preparation of the Form N-CSR semi-annual reports;
(7) Assist in the preparation of registration statements on Form N-1A
and other filings relating to the registration of the Trust's shares;
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(8) Act as liaison with the Trust's independent certified public
accountants and provide account analyses, fiscal year summaries, and other
audit-related schedules, and take all reasonable actions in the performance
of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of
their opinion, as such may be required by the Trust from time to time; and
(9) Render such other similar services as may be reasonably requested
by the Trust.
3. RECORDS. Yorktown shall create and maintain all necessary books and records
in accordance with all applicable laws, rules and regulations, including, but
not limited to, records required by Section 31(a) of the 1940 Act and the rules
thereunder, as the same may be amended from time to time, pertaining to the
services performed by it and not otherwise created and maintained by another
party pursuant to contract with the Trust. Such books and records which are in
the possession of Yorktown shall be the property of the Trust. The Trust, or the
Trust's authorized representatives, shall have access to such books and records
at all times during Yorktown's normal business hours. Upon the reasonable
request of the Trust, copies of any such books and records shall be provided by
Yorktown to the Trust or the Trust's authorized representatives at the Trust's
expense.
4. INFORMATION TO BE PROVIDED TO YORKTOWN. The Trust shall provide, and shall
require each of its agents (including, without limitation, its custodian,
distributor, and transfer agent) to provide, to Yorktown in a timely fashion all
data and information necessary for Yorktown to maintain the Trust's accounts,
books and records as required by this Agreement.
5. CONFIDENTIALITY. Yorktown agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Trust all books,
records and other information relative to the Trust and the Trust's prior,
present or potential shareholders, and not to use such books, records and other
information for any purpose other than performance of Yorktown's
responsibilities and duties hereunder, except, after prior notification to and
approval by the Trust, which approval shall not be unreasonably withheld and may
not be withheld where Yorktown may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE TRUST. If Yorktown shall be in doubt as to any action to
be taken or omitted by it, it may request, and shall promptly receive, from the
Trust directions or advice.
(b) ADVICE OF COUNSEL. If Yorktown shall be in doubt as to any question of
law involved in any action to be taken or omitted by it, it may request advice
from qualified legal counsel of its own choosing, who is acceptable to the
Trust.
(c) PROTECTION OF YORKTOWN. Yorktown shall be protected in any action that
it takes or determines not to take in reasonable reliance on any directions or
advice received pursuant to subsections (a) or (b) of this paragraph. However,
nothing in this paragraph shall be construed as imposing upon Yorktown any
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obligation to seek such directions or advice, or to act in accordance with such
directions or advice when received, unless, under the terms of another provision
of this Agreement, the same is a condition to Yorktown's properly taking or
omitting to take such action. Nothing in this subsection shall excuse Yorktown
when an action or omission on its part constitutes willful misfeasance, willful
misconduct, negligence or reckless disregard by Yorktown of its duties under
this Agreement.
7. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its obligations
under this Agreement, Yorktown shall at all times conform with all applicable
provisions of the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the 1940 Act, and the Commodity Exchange Act; any other
applicable provisions of state and federal laws, rules and regulations; and the
provisions of each Fund's current prospectus, and the Trust's Declaration of
Trust and By-Laws, all as amended from time to time.
8. RESPONSIBILITY OF YORKTOWN. Yorktown shall be under no duty to take any
action on behalf of the Funds except as specifically set forth herein or as may
be specifically agreed to by Yorktown in writing. Yorktown shall not be liable
for any error in judgment or mistake at law for any loss suffered by a Fund in
connection with any matters to which this Agreement relates, but nothing herein
contained shall be construed to protect Yorktown against any liability by reason
of willful misfeasance, willful misconduct, or negligence in the performance of
its duties or by reason of its reckless disregard of its obligations and duties
under this Agreement. Without limiting the generality of the foregoing or of any
other provision of this Agreement, Yorktown in connection with its duties under
this Agreement shall not be under any duty or obligation to inquire into and
shall not be liable for or in respect of:
(a) delays, errors or loss of data occurring by reason of circumstances
beyond Yorktown's control, including, without limitation, acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply; or
(b) the accuracy of security market quotations provided to Yorktown by
independent pricing services or such other service or source designated by the
Fund's investment adviser, except when a Fund or the investment adviser has
given or caused Yorktown to be given instructions to utilize a different market
value.
In addition, nothing herein shall require Yorktown to perform any duties under
this Agreement on any day on which Yorktown or the New York Stock Exchange, Inc.
is closed for business.
9. STANDARD OF CARE; INDEMNIFICATION.
(a) STANDARD OF CARE. Yorktown shall be held to a standard of reasonable
care in carrying out the provisions of this Agreement; provided, however, that
Yorktown shall be held to any higher standard of care that would be imposed upon
Yorktown by any applicable law, rule or regulation even though such standard of
care was not part of the Agreement.
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(b) INDEMNIFICATION BY THE TRUST. The Trust agrees to indemnify and hold
harmless Yorktown and its nominees from all losses, damages, costs, charges,
payments, expenses (including reasonable counsel fees), and liabilities arising
directly or indirectly from any action that Yorktown takes or does or omits to
take or to do provided that neither Yorktown nor any of its nominees shall be
indemnified against any liability to a Fund or to its shareholders (or any
expenses incident to such liability) arising out of Yorktown's own willful
misfeasance, willful misconduct, negligence or reckless disregard of its duties
and obligations specifically described in this Agreement or its failure to meet
the standard of care set forth in Paragraph 14(a).
(c) INDEMNIFICATION BY YORKTOWN. Yorktown agrees to indemnify and hold
harmless the Trust and its nominees from all losses, damages, costs, charges,
payments, expenses (including reasonable counsel fees), and liabilities arising
directly or indirectly from any action that the Trust takes or does or omits to
take or to do provided that neither the Trust nor any of its nominees shall be
indemnified against any liability to a Fund or its shareholders (or any expenses
incident to such liability) arising out of the Trust's own willful misfeasance,
willful misconduct, negligence or reckless disregard of its duties and
obligations specifically described in this Agreement.
10. DURATION AND TERMINATION. This Agreement shall continue until termination
by either Yorktown or the Trust on sixty days' written notice. In the event that
in connection with any such termination a successor to any of Yorktown's duties
or responsibilities hereunder is designated by the Trust by written notice to
Yorktown, Yorktown will cooperate fully in the transfer of such duties and
obligations, including provision for assistance by Yorktown's personnel in the
establishment of books, records and other data by such successor. If this
Agreement is terminated by the Trust, the Trust will reimburse Yorktown for all
reasonable expenses incurred by Yorktown in connection with such transfer.
11. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
12. AMENDMENT; MODIFICATION; WAIVER. This Agreement or any part hereof may be
amended, modified or waived only by an instrument in writing signed by both
parties hereto.
13. ASSIGNMENT. Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of the other party.
14. COUNTERPARTS. This Agreement may be executed in two counterparts, each of
which shall be deemed an original. The Agreement shall become effective when one
or two counterparts have been signed and delivered by each of the parties.
15. MASSACHUSETTS BUSINESS TRUST. Notice is hereby given that Yorktown shall
have no right to seek to proceed against or enforce this Agreement against the
individual shareholders of the Trust or against the Trustees or officers of the
Trust. Rather, Yorktown can seek to enforce this Agreement only against the
Trust itself.
16. PRIVACY POLICY. Yorktown acknowledges and agrees that any non-public
personal information relating to customers of the Trust may be provided to
Yorktown solely for the purpose of enabling it to perform services pursuant to
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this Agreement and may not be re-used by Yorktown for any other purpose. The
Trust has provided Yorktown with a copy of the Trust's privacy policy under
Regulation S-P, 17 C.F.R. Part 240, and will provide copies of annual and other
notices under, or amendments to, its privacy policy. Yorktown agrees that
non-public personal information will not be released to any third parties except
as permitted by both Regulation S-P and policies of the Trust. Yorktown
represents and warrants to the Trust that it has adopted and implemented
procedures to safeguard non-public personal information relating to customer
records and information, and that such procedures are reasonably designed to:
(i) insure the security and confidentiality of customer records and information;
(ii) protect against any anticipated threats or hazards to the security or
integrity of customer records and information; and (iii) protect against
unauthorized access to or use of customer records or information.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on this day and year first above
written.
AMERICAN PENSION INVESTORS TRUST
By:
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Name: Xxxxx X. Xxxxxx
Title: President
YORKTOWN MANAGEMENT & RESEARCH COMPANY, INC.
By:
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Name: Xxxxx X. Xxxxxx
Title: President
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APPENDIX A
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Growth Fund
Capital Income Fund
Multiple Index Trust
Yorktown Classic Value Trust
Treasuries Trust
Dated: May 28, 0000
XXXXXXXX X
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Base fee per Fund per year of $30,000 ($2,500 per month) for one class of
shares. For each additional class of shares the base fee is increased by $5,000.
In addition to the base fee, an asset based annualized fee (that is computed
daily and paid monthly) of:
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AVERAGE DAILY NET ASSETS OF TRUST ASSET BASED FEE
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$0 to $500 million .010%
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In excess of $500 million .005%
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In addition to the above fees, the Funds will reimburse Yorktown for
out-of-pocket expenses, including but not limited to the costs of the daily
securities price quotation services and the required performance reporting
services utilized by the Funds.
Dated: May 28, 2004
