ACCOUNTING SERVICES AGREEMENT
This Agreement, dated as of the 5th day of March, 1997 made
by and between The Bjurman Funds (the "Trust"), a business
trust operating as an open end management investment company
registered under the Investment Company Act of 1940, as amended (the
"Act"), duly organized and existing under the laws of the State of
Delaware and FPS Services, Inc. ("FPS"), 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 Trust Instrument to
issue separate series of shares representing interests in separate
investment portfolios (the "Series"), which Series and separate
classes of shares (the "Classes") 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 FPS; and
WHEREAS, the Trust desires to appoint FPS 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
pursuant to the terms and conditions set forth in this Agreement; and
WHEREAS, FPS is willing to serve in such capacity and perform
such functions pursuant to the terms and conditions set forth in this
Agreement; and
WHEREAS, the Trust will provide all necessary information
concerning the Series to FPS so that FPS 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 sufficiency and receipt of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, do
hereby agree as follows:
Section 1. Appointment The Trust hereby appoints FPS as
Accounting Services Agent and FPS hereby accepts such appointment.
The Trust also agrees to appoint FPS as Accounting Services Agent for
any additional Series which, from time to time, may be added to the
Trust.
Section 2. Definitions. 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 FPS 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 FPS 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 FPS in original writing containing an original signature or a copy
of such document transmitted by telecopy including transmission of
such signature reasonably identified to FPS 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 FPS a certified copy of each
resolution of its Board of Trustees authorizing execution of Written
Instructions or the transmittal of Oral Instructions as provided
above.
Section 3. To the extent FPS receives the necessary
information from the Trust or its agents by Written or Oral
Instructions, FPS shall maintain and keep current the following
Accounts and Records and any other records required to be kept
pursuant to Rule 31a-1 of the Act relating to the business of the
Trust in such form as may be mutually agreed upon between the Trust
and FPS:
(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 Trust as provided
below, is to be furnished by Written or Oral Instructions to FPS each
day (in accordance with the time frame identified below) prior to the
close of regular trading on the New York Stock Exchange.
Section 4. FPS shall perform the ministerial calculations
necessary to calculate the net asset value for each Class of shares
each day that the New York Stock Exchange is open for business, in
accordance with; (i) the current Prospectus and Statement of
Additional Information for the Trust, and (ii) procedures with
respect thereto approved by the Board of Trustees of the Trust and
supplied in writing to FPS. Portfolio items for which market
quotations are available by FPS'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 subject to the appropriate provisions in the Trust's Prospectus
and Statement of Additional Information then in effect. All of the
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 subject to the appropriate provisions in the
Trust's Prospectus and Statement of Additional Information then in
effect. FPS shall have no responsibility or liability for; (i) the
accuracy of prices quoted by such Service; (ii) the accuracy of the
information supplied by the Trust, or (iii) any loss, liability,
damage, or cost arising out of any inaccuracy of such data. FPS
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 FPS in usable form. FPS shall record
corporate action information as received from the custodian of the
Trust's assets (the "Custodian"), the Service or the Trust. FPS
shall have no duty to gather or record corporate action information
not supplied by these sources.
FPS will assume no liability for price changes caused by the
investment adviser(s), the Custodian, suppliers of security prices
and corporate action and dividend information, or any party other
than FPS itself.
In the event an error is made by FPS 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 12, the following provisions govern FPS's
liability for errors in calculating the 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 if FPS can rerun the prior day's work 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,
FPS shall reprocess shareholder purchases and redemptions
where redeeming shareholders have been underpaid. FPS
shall assume liability to the Trust for overpayments to
shareholders who have fully redeemed.
If the error spans more than five (5) business
days, FPS would bear the liability to the Trust for, (i)
paying for the excess shares given to shareholders if the
NAV should have been higher, or, (ii) 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 FPS.
Section 5. For all purposes under this Agreement, FPS 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 FPS
receives an Instruction, whether Written or Oral, to enter a
portfolio transaction on the records, the Trust shall cause the
broker/dealer executing such transaction to send a written
confirmation to the Custodian. FPS 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 FPS is countermanded by a
timely received subsequent Written or Oral Instruction prior to
acting upon such countermanded Instruction, FPS shall act upon such
subsequent Written or Oral Instruction. The sole obligation of FPS
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 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. To the extent such
action requires FPS to act, the Trust shall give FPS specific Written
Instruction as to the action required.
Section 6. The Trust shall cause the Custodian to forward to
FPS a daily statement of cash and portfolio transactions. At the end
of each month, the Trust shall cause the Custodian to forward to FPS
a monthly statement of portfolio positions, which will be reconciled
with the Trust's Accounts and Records maintained by FPS. FPS will
report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.
Section 7. FPS shall promptly supply daily and periodic
reports to the Trust as requested by the Trust and agreed upon by
FPS.
Section 8. The Trust shall provide and shall require each of
its agents (including the Custodian) to provide FPS 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 FPS by 11:00 a.m., Eastern time, the next following
business day) containing all data and information necessary for FPS
to maintain the Trust's Accounts and Records and FPS may conclusively
assume that the information it receives by Written or Oral
Instructions is complete and accurate.
Section 9. The Accounts and Records, in the agreed-upon
format, maintained by FPS 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 Act. FPS 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, FPS 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 FPS shall agree upon from time to time.
Section 10. In case of any request or demand for the
inspection of the records of the Trust, FPS shall use its best
efforts to notify the Trust and to secure instructions as to
permitting or refusing such inspection. FPS may however, exhibit
such records to any person in any case where it is advised in writing
by its counsel that it may be held liable for failure to do so.
Section 11. FPS and the Trust may from time to time adopt such
procedures as agreed upon in writing, and FPS 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
Prospectus, Statement of Additional Information, Trust Instrument or
any rule or regulation of any regulatory body or governmental agency.
The Trust shall be responsible for notifying FPS of any changes in
regulations or rules which might necessitate changes in FPS's
procedures, and for working out with FPS such changes.
Section 12. Limitation of Liability
(a) FPS, 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 result from willful misfeasance,
bad faith, negligence or reckless disregard on the part of FPS
in the performance of its obligations and duties under this
Agreement.
(b) Any person, even though a director, officer, employee,
shareholder or agent of FPS, who may be or become an officer,
director, employee or agent of the Trust, shall be deemed when
rendering services to such entity or acting on any business of such
entity (other than services or business in connection with FPS's
duties under the Agreement), to be rendering such services to or
acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of, or under the control or direction of FPS
even though such person may receive compensation from FPS.
(c) Notwithstanding any other provision of this Agreement,
the Trust shall indemnify and hold harmless FPS, 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 FPS may
sustain or incur or which may be asserted against FPS by any person
by reason of, or as a result of (i) any action taken or omitted to be
taken by FPS in good faith, (ii) any action taken or omitted to be
taken by FPS in good faith in reliance upon any certificate,
instrument, order or stock certificate or other document reasonably
believed by FPS to be genuine and signed, countersigned or executed
by any duly authorized person, upon the oral or written instruction
of an authorized person of the Trust or upon the opinion of legal
counsel to the Trust; or (iii) any action taken in good faith or
omitted to be taken by FPS 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 FPS or its directors,
officers, employees, shareholders or agents in cases of its or their
willful misfeasance, bad faith, negligence or reckless
disregard of its or their duties hereunder.
If a claim is made against FPS as to which FPS may seek
indemnity under this Section, FPS shall notify the Trust promptly
after any written assertion of such claim threatening to institute an
action or proceeding with respect thereto and shall notify the Trust
promptly of any action commenced against FPS within ten (10) days
after FPS shall have been served with a summons or other legal
process, giving information as to the nature and basis of the claim.
Failure to notify the Trust shall not, however, relieve the Trust
from any liability which it may have on account of the indemnity
under this Section 12(c) if the Trust has not been prejudiced in any
material respect by such failure.
The Trust and FPS shall cooperate in the control of the defense
of any action, suit or proceeding in which FPS is involved and for
which indemnity is being provided by the Trust to FPS. The Trust may
negotiate the settlement of any action, suit or proceeding subject to
FPS's approval, which shall not be unreasonably withheld. FPS shall
have the right, but not the obligation, to participate in the defense
or settlement of a claim or action, with its own counsel, but any
costs or expenses incurred by FPS in connection with, or as a result
of, such participation will be borne solely by FPS.
FPS shall have the right to participate in the defense of an
action or proceeding and to retain its own counsel, and the
reasonable fees and expenses of such counsel shall be borne by the
Trust (which shall pay such fees, costs and expenses at least
quarterly) if:
(i) FPS has received an opinion of counsel stating
that the use of counsel chosen by the Trust to represent FPS would
present such counsel with a conflict of interest;
(ii) the defendants in, or targets of, any such
action or proceeding include both FPS and the Trust, and legal
counsel to FPS shall have reasonably concluded that there are legal
defenses available to it which are different from or additional to
those available to the Trust or which may be adverse to or
inconsistent with defenses available to the Trust (in which case the
Trust shall not have the right to direct the defense of such action
on behalf of FPS); or
(iii) the Trust shall authorize FPS to employ
separate counsel at the expense of the Trust. Notwithstanding
anything to the contrary herein, it is understood that the Trust
shall not, in connection with any action, suit or proceeding or
related action, suit or proceeding, be liable under this Agreement
for the fees and expenses of more than one firm.
(d) The terms of this Section 12 shall survive the
termination of this Agreement.
Section 13. All financial data provided to, processed by, and
reported by FPS under this Agreement shall be stated in United States
dollars. FPS's obligation to convert, equate or deal in foreign
currencies or values extends only to the accurate transposition of
information received from the various pricing and informational
services into FPS's Investment Accounting System.
Section 14. The Trust agrees to pay FPS 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 Trust
and FPS. The Trust agrees and understands that FPS's compensation be
comprised of two components and payable on a monthly basis as
follows:
(i) an asset based fee calculated on the Trust's
total assets, subject to a minimum fee calculated on the number of
Series and classes within each Series, which the Trust hereby
authorizes FPS 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 FPS 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 FPS for such
expenses within ten calendar days of receipt of such xxxx.
For the purpose of determining fees payable to FPS, the value
of the Series' net assets shall be computed at the times and in the
manner specified in the Series' Prospectus and Statement of
Additional Information then in effect.
During the term of this Agreement, should the Trust 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 FPS and the Trust.
Section 15. Nothing contained in this Agreement is intended to
or shall require FPS, 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,
FPS 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) the Trust's Prospectus and
Statement of Additional Information then in effect.
Section 16.
(a) The term of this Agreement shall be for a period of
two (2) years, commencing on the date which the Trust's registration
statement is declared effective by the U.S. Securities and Exchange
Commission ("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 (2) years commencing on the Effective Date of this
Agreement and shall continue thereafter subject to its review,
adjustment or termination as set forth in section (c) below.
(c) After the initial term of this Agreement, the Trust
or FPS 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 receipt of such notice. Upon the
effective termination date, the Trust shall pay to FPS such
compensation as may be due as of the date of termination and shall
likewise reimburse FPS for any out-of-pocket expenses and
disbursements reasonably incurred by FPS to such date.
(d) If a successor to any of FPS's duties or
responsibilities under this Agreement is designated by the Trust by
written notice to FPS in connection with the termination of this
Agreement, FPS shall promptly, upon such termination and at the
expense of the Trust, transfer all accounts and required records
which belong to the Trust and shall cooperate in the transfer of such
records, and its duties and responsibilities under the Agreement.
Section 17. 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 Trust: If to FPS:
Xxxxxx X. Xxxxxxx and Associates. FPS Services, Inc.
10100 Santa Xxxxxxx Boulevard 0000 Xxxxxxx Xxxxx, X.X. Xxx 00000
Xxx Xxxxxxx, XX 00000-0000 King of Xxxxxxx, XX 00000-0000
Attn: G. Xxxxxx Xxxxxxx, President Attn: Xxxxxxx X. Xxxxx, President
Section 18. This Agreement may be amended from time to time by
supplemental agreement executed by the Trust and FPS and the
compensation stated in Schedule "B" attached hereto may be adjusted
accordingly as mutually agreed upon.
Section 19. The Parties represent and warrant to each other
that the execution and delivery of this Agreement by the undersigned
officer of each Party has been duly and validly authorized; and, when
duly executed, this Agreement will constitute a valid and legally
binding enforceable obligation of each Party.
Section 20. 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 21. 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 FPS or by FPS
without the written consent of the Trust, authorized or approved by a
resolution of its respective Boards of Directors and Trustees.
Section 22. This Agreement shall be governed by the laws of
the State of California and the exclusive venue of any action arising
under this Agreement shall be Xxxxxxxxxx County, Commonwealth of
Pennsylvania.
Section 23. No provision of this Agreement may be amended or
modified, in any manner except by a written agreement properly
authorized and executed by FPS and the Trust.
Section 24. 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", "B" and "C", to be signed by their duly authorized
officers as of the day and year first above written.
The Bjurman Funds
/s/G. Xxxxxx Xxxxxxx
By: G. Xxxxxx Xxxxxxx, Co-President
/s/ O. Xxxxxx Xxxxx, III
By: O. Xxxxxx Xxxxx, III,
Co-President
FPS Services, Inc.
/s/ Xxxxxxx Xxxxx
By: Xxxxxxx X. Xxxxx, President
Schedule "A"
Fund Accounting and Portfolio Valuation Services
to be performed on behalf of
The Bjurman Funds
Daily Accounting Services
1) Calculate Net Asset Value ("NAV") and Offering Price Per Share:
Series Level
Update the daily market value of securities held by the
Series using FPS's standard agents for pricing domestic
equity and bond securities. The domestic equity pricing
services are Reuters, Inc., Xxxxxx Data Corporation, X.X.
Xxxxx Co., Inc. and Interactive Data Corporation (IDC).
Xxxxxx Data, Telerate Systems, Inc., X.X. Xxxxx Co., Inc.
and IDC are used for bond and money market prices/yields.
Bloomberg is available and used for price research.
Enter limited number of manual prices supplied by Bjurman
Micro-Cap Fund and/or broker.
Review variance reporting on-line and in hard copy for
price changes in individual securities using variance
levels established by Bjurman Micro-Cap Fund. Verify US
dollar security prices exceeding variance levels by
notifying Bjurman Micro-Cap Fund and pricing sources of
noted variances.
Review for ex-dividend items indicated by pricing
sources; trace to Fund's general ledger for agreement.
Series and Each Class
Allocate daily unrealized Fund appreciation/depreciation
to classes based upon value of outstanding class shares.
Prepare NAV proof sheets. Review components of change in
NAV for reasonableness. Complete Fund and class control
proofs.
Communicate required pricing information (NAV) to Bjurman
Micro-Cap Fund, Transfer Agent and electronically to
NASDAQ.
2) Determine and Report Cash Availability to Series by
approximately 9:30 AM Eastern Time:
Series Level
Receive daily cash and transaction statements from the
Custodian by 8:30 AM Eastern time.
Receive previous day shareholder activity reports from
the Transfer Agent by 8:30 AM Eastern time. Class level
shareholder activity will be accumulated into the Fund's
available cash balances.
Fax hard copy Cash Availability calculations with all
details to Bjurman Micro-Cap Fund.
Supply Bjurman Micro-Cap Fund with 3-day cash projection
report.
For the Fund, prepare and complete daily bank cash
reconciliations including documentation of any
reconciling items and notify the Custodian and Bjurman
Micro-Cap Fund.
3) Reconcile and Record All Daily Expense Accruals:
Series Level
Accrue expenses based on budget supplied by Bjurman
Micro-Cap Fund either as percentage of net assets or
specific dollar amounts.
If applicable, monitor expense limitations established by
Bjurman Micro-Cap Fund.
If applicable, accrue daily amortization of
Organizational Expense.
Series and Each Class
Class specific accruals completed such as daily accrual
of 12b-1 expenses.
Allocate Fund expenses to classes based upon value of
outstanding class shares.
4) Verify and Record All Daily Income Accruals for Debt Issues:
Series Level
Review and verify all system generated Interest and
Amortization reports.
Establish unique security codes for bond issues to permit
segregated Trial Balance income reporting.
Series and Each Class
Allocate Fund income to classes based upon value of
outstanding class shares.
5) Monitor Domestic Securities held for cash dividends, corporate
actions and capital changes such as splits, mergers, spinoffs,
etc. and process appropriately.
Series Level
Monitor electronically received information from Xxxxxx
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.
Series and Each Class
Allocate Fund dividend income to classes based upon value
of outstanding class shares.
6) Enter All Security Trades on Investment Accounting System (IAS)
based on written instructions from Xxxxxx X. Xxxxxxx and
Associates.
Series Level
Review system verification of trade and interest
calculations.
Verify settlement through the statements supplied by the
Custodian.
Maintain security ledger transaction reporting.
Maintain tax lot holdings.
Determine realized gains or losses on security trades.
Provide complete broker commission reporting.
Series and Each Class
Allocate all Fund level realized and unrealized capital
gains/losses to classes based upon value of class
outstanding shares.
7) Enter All Series Share Transactions on IAS:
Each Class
Process activity identified on reports supplied by the
Transfer Agent.
Verify settlement through the statements supplied by the
Custodian.
Reconcile to the FPS Services' Transfer Agent report
balances.
Roll each classes' capital share values into Fund and
determine allocation percentages based upon the value of
each classes' outstanding shares to the Fund total.
8) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
(listing all asset, liability, equity, income and expense
accounts)
Series Level
Post manual entries to the general ledger.
Post Custodian bank activity.
Post security transactions.
Post and verify system generated activity, i.e., income
and expense accruals.
Series and Each Class
Prepare Fund's general ledger net cash proof used in NAV
calculation.
Post class specific shareholder activity and roll values
into the Fund.
Allocate all Fund level net cash accounts on the Fund
Trial Balance to each specific class based upon value of
class outstanding shares.
Maintain allocated Trial Balance accounts on class
specific Allocation Reports.
Maintain class-specific expense accounts.
Prepare class-specific proof/control reports to ensure
accuracy of allocations.
9) Review and Reconcile with Custodian Statements:
Series Level
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 Bjurman Micro-Cap
Fund: (Additional reports readily available.)
Series Level
Portfolio Valuation (listing inclusive of holdings,
costs, market values, unrealized
appreciation/depreciation and percentage of portfolio
comprised of each security.)
Cash availability
3-day Cash Projection Report
Series and Each Class
Fund Trial Balance and Class Allocation Report
NAV Calculation Report
Monthly Accounting Services
1) For each Series, full Financial Statement Preparation
(automated Statements of Assets and Liabilities, of Operations
and of Changes in Net Assets) and submission to Bjurman Micro-Cap Fund
by 10th business day.
Class specific capital share activity and expenses will
also be disclosed.
2) Submission of Monthly Automated IAS Reports to Bjurman Micro-Cap Fund:
Series Level
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:
Series Level
Report any security balance discrepancies to the
Custodian and Bjurman Micro-Cap Fund.
4) Provide Monthly Analysis and Reconciliation of Additional Trial
Balance Accounts,
such as:
Series Level
Security cost and realized gains/losses
Interest/dividend receivable and income
Payable/receivable for securities purchased and sold
Series and Each Class
Payable/receivable for Fund's shares; issued and redeemed
Expense payments and accruals analysis
5) If Appropriate, Prepare and Submit to Bjurman Micro-Cap Fund:
Series Level
Income by state reporting.
Standard Industry Code Valuation Report.
Alternative Minimum Tax Income segregation schedule.
SEC yield reporting (non-money market funds with domestic
and ADR securities only).
Annual (and Semi-Annual) Accounting Services
1) Assist and supply auditors with schedules supporting securities
and shareholder transactions, income and expense accruals, etc.
for the Fund and each class during the year in accordance with
standard audit assistance requirements.
2) Provide N-SAR Reporting (Accounting Questions):
If applicable for the Fund and Classes, 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 Basic Assumptions
For
The Bjurman Funds
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) Compliance reporting (Sub-Chapter "M") shall be maintained by
FPS Services as Fund Administrator.
2) It is assumed that the portfolio asset composition will be
primarily Micro-Cap Securities. Trading activity is expected
to be light with an annual turnover not expected to exceed
100%.
3) The 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. Accounting
Services Unit (ASU) does not provide security tax accounting
which differs from its book accounting.
4) The Fund foresees no difficulty in using FPS's standard current
pricing services for domestic equity securities. FPS currently
uses Reuters Inc., Xxxxxx Data or Interactive Data Corporation
(IDC) for domestic equities and listed ADR's. Xxxxxx Data
Corporation, Telerate Systems, Inc. and IDC are used for bonds,
money markets and synthetic ADR's. Bloomberg is also available
for price research and backup.
It is assumed that ASU will work closely with the Bjurman
Micro-Cap Fund to ensure the accuracy of the Fund's NAV to
obtain the most satisfactory pricing sources and specific
methodologies prior to start-up. We would propose that the
Fund establish clear-cut security variance procedures to
minimize NAV miscalculations.
5) To the extent the Fund requires daily security prices (limited
in number) from specific brokers for domestic securities, these
manual prices will be obtained by the Fund's investment adviser
and faxed to ASU by approximately 4:00 PM Eastern time for
inclusion in the NAV calculations. Bjurman Micro-Cap Fund will
supply ASU with the appropriate pricing contacts for these
manual quotes.
6) ASU will supply daily Portfolio Valuation Reports to the Funds'
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 Funds' investment adviser
to review these reports and to promptly notify ASU of any possible
problems, trade discrepancies, incorrect security prices or corporate
action/capital change information that could result in a misstated
Fund NAV.
7) The Fund does not currently expect to invest in Open-end
Regulated Investment Companies (RIC's), Mortgage Backed
Securities, Swaps, Futures, Xxxxxx, Derivatives or Foreign
(non-US dollar denominated) Securities and Currency. The Fund
will not employ securities lending, leveraging or short sales
techniques. To the extent these investment strategies should
change, additional fees will apply after the appropriate
procedural discussions have taken place between ASU and Fund
management. (Two weeks advance notice is required should the
Fund commence trading in these investments.)
8) 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 Fund commences investment in domestic options or
designated xxxxxx, two weeks advance notice is required to
clarify operational procedures between ASU and the Fund's
investment adviser.
9) To the extent that the Fund 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 proposal for
ASU to complete the appropriate paperwork/monitoring for
segregation of assets and adequacy of collateral. The Fund
shall direct the investment adviser 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.
10) The Fund shall direct the investment adviser or FPS Services as
Administrator to supply ASU with portfolio specific expense
accrual procedures and monitor the expense accrual balances for
adequacy based on outstanding liabilities monthly. The
Administrator will promptly communicate to ASU any adjustments
needed.
11) Specific deadlines shall be met and complete information shall
be supplied by the Fund in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.
The Fund shall direct the investment adviser to provide to ASU
Trade Authorization Forms, with the appropriate officer's
signature on all security trades placed by the Fund no later
than 12:30 PM Eastern time on settlement/value date for short
term money market securities 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 Adviser will
communicate all trade information directly to the FPS custody
administrator. The Adviser and/or FPS's custody administrator
will supply ASU with the trade details in accordance with the
above stated deadlines.
The Fund shall direct the investment adviser to include all
information required by ASU; including CUSIP numbers and/or
ticker symbols for all US dollar denominated trades and on the
Trade Authorization, telex or on-line support. ASU will supply
the investment adviser with recommended trade ticket documents
to minimize receipt of incomplete information. ASU will not be
responsible for NAV changes that result from incomplete trade
information.
12) To the extent the Fund utilizes Purchases In-Kind (U.S. dollar
denominated securities only) as a method for shareholder
subscriptions, ASU will provide the Fund with procedures to
properly handle and process securities in-kind. Should the
Fund prefer procedures other than those provided by ASU,
additional fees may apply. Discussions should take place at
least two weeks in advance between ASU and the Fund to clarify
the appropriate In-Kind operational procedures to be followed.
13) It is assumed that the Fund's investment adviser or FPS
Services as Administrator will complete the applicable
performance and rate of return calculations as required by the
SEC for the Fund.
14) Adjustments for financial statements regarding any issues with
Original Issue Discount (OID) are not included under this
agreement. The Fund shall direct its independent auditors to
complete the necessary OID adjustments for financial statements
and/or tax reporting.
Schedule "B"
Fund Accounting and Portfolio Valuation Services Fee Schedule
for
The Bjurman Funds
This Fee Schedule is fixed for a period of two (2) years from the
Effective Date as that term is defined in the Agreement.
The Accounting Fees as set forth below are stated and offered subject
to 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.
I. Annual Fee Schedule Per Domestic Portfolio (US Dollar
Denominated Securities Only)(1/12th payable monthly):
$24,000 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 *
Second Class is $12,000 minimum per year; Third Class is
$10,000 minimum per year.
* For multiple class portfolios, fees are based on Combined
Classes's Average Net Assets.
II. Pricing Services Quotation Fee Specific costs will be
identified based upon options selected by Bjurman Micro-Cap
Fund and will be billed monthly.
FPS does not currently pass along the charges for the U.S.
equity prices supplied by Xxxxxx Data. Should the Fund invest in
security types other than domestic equities supplied by Xxxxxx, the
following fees would apply.
Security Types Xxxxxx Data Corp.* Interactive Data Corp.* X.X. Xxxxxx Co.
Government Bonds $ .50 $ .50 $ .25 (a)
Mortgage-Backed
(evaluated, seasoned,
closing) .50 .50 .25 (a)
Corporate Bonds
(short and long term) .50 .50 .25 (a)
U.S. Municipal Bonds
(short and long term) .55 .80 .50 (b)
CMO's/ARM's/ABS 1.00 .80 1.00 (a)
Convertible Bonds .50 .50 1.00 (a)
High Yield Bonds .50 .50 1.00 (a)
Mortgage-Backed Factors
(per Issue per Month) 1.00 n/a n/a
U.S. Equities (d)* .15 n/a
U.S. Options n/a .15 n/a
Domestic Dividends &
Capital Changes
(per Issue per month) (d)* 3.50 n/a
Foreign Securities .50 .50 n/a
Foreign Securities
Dividends & Capital
Changes (per Issue
per Month) 2.00 4.00 n/a
Set-up Fees n/a n/a(e) .25 (c)
All Added Items n/a n/a .25 (c)
* Based on current Vendor costs, subject to change.
Costs are quoted based on individual security
CUSIP/identifiers and are per issue per day.
(a) $35.00 per day minimum
(b) $25.00 per day minimum
(c) $ 1.00, if no cusip
(d) At no additional cost to FPS clients
(e) Interactive data also charges monthly transmission costs
and disk storage charges.
A) Futures and Currency Forward Contracts $2.00 per Issue per Day
B) Telerate Systems, Inc.* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon
options selected by the Fund and will be billed monthly.
C) Reuters, Inc.*
*Based on current vendor costs, subject to change.
FPS does not currently pass along the charges for
the domestic security prices supplied by Reuters, Inc.
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, $1,000 per year per Fund. For
multiple class Funds, $1,000 per year per class.
Daily SEC yield reporting is available at $3,000 per
year per Fund (US dollar denominated securities only).
IV. Out-of-Pocket Expenses
The Fund will reimburse FPS Services, Inc. monthly
for all reasonable out-of-pocket expenses including
telephone, postage, XXXXX filings, telecommunications,
special reports, record retention, special transportation
costs, copying and sending materials to auditors, as incurred
and approved.
V. Additional Services
To the extent the Fund commences using investment
techniques such as Futures, Security Lending, Swaps,
Short Sales, Derivatives, Leveraging, Precious Metals
or non-US dollar denominated securities and currency,
additional fees will apply. Activities of a non-recurring
nature such as shareholder in-kinds, fund
consolidations, mergers or reorganizations will be
subject to negotiation. Any additional/enhanced
services or reports will be quoted upon request.
This Schedule may be amended to reflect the addition of other reports
and/or services.
Schedule "C"
Identification of Series
Below are listed the Series and Classes of Shares to which
services under this Agreement are to be performed as of the
Effective Date of this Agreement:
"The Bjurman Funds"
1. Bjurman Micro-Cap Fund
This Schedule "C" may be amended from time to time by
agreement of the Parties.
