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Exhibit 9(d)
FUND ACCOUNTING AND SERVICES AGREEMENT
THIS AGREEMENT is made as of January 22, 1997 by and among THE FIFTH THIRD BANK,
a banking company organized under the laws of the State of Ohio ("Fifth Third"),
and THE CARDINAL GROUP, an Ohio business trust (the "Fund").
WITNESSETH
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "Investment
Company Act") with portfolios as listed in Exhibit A (the "Portfolios");
WHEREAS, Fifth Third provides certain fund accounting, administrative
and other services to investment companies; and
WHEREAS, the Fund desires to retain Fifth Third to provide fund
accounting and other services for the portfolios of the Fund listed on Exhibit
A, as may be amended from time to time (each a Portfolio), and Fifth Third is
willing to provide such services, all as more fully set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. DEFINITIONS, AS USED IN THIS AGREEMENT.
(a) Authorized Person means any officer of the Fund
and any other person duly authorized by the Fund's Board of
Trustees to give Oral and Written Instructions on behalf of
the Fund and listed on the Authorized Persons Appendix
attached hereto and made a part hereof or any amendment
thereto as may be received by Fifth Third. An Authorized
Person's scope of authority may be limited by the Fund by
setting forth such limitation in the Authorized Persons
Appendix.
(b) Oral Instructions mean instructions orally
transmitted to and accepted by Fifth Third because such
instructions are: (i) given by an Authorized Person or from a
person reasonably believed by Fifth Third to have been an
Authorized Person, (ii) recorded and kept among the records of
Fifth Third made in the ordinary course of business and (iii)
orally confirmed by Fifth Third. The Fund shall cause all Oral
Instructions to be confirmed by Written Instructions. If such
Written Instructions confirming Oral Instructions are not
received by Fifth Third prior to a transaction, it shall in no
way affect the validity of the transaction or the
authorization thereof by the Fund. If Oral instructions vary
from the Written Instructions which purport to confirm them,
Fifth Third shall notify the Fund of such variance but such
Oral Instructions will govern unless Fifth Third has not yet
acted.
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(c) Written Instructions mean (i) written
communications actually received by Fifth Third and signed by
one or more persons as the Board of Trustees shall have from
time to time authorized, or (ii) communications by fax or any
other such system from a person or persons reasonably believed
by Fifth Third to be authorized or (iii) communications
transmitted electronically through the Institutional Delivery
System (IDS), or any other similar electronic instruction
system acceptable to Fifth Third and approved by resolutions
of the Board of Trustees, a copy of which, certified by the
Secretary, shall have been delivered to Fifth Third.
(d) Shares mean the shares of beneficial interest of
any series or class of the Fund.
2. APPOINTMENT. The Fund hereby appoints Fifth Third to provide fund
accounting and other specified services to each of the Portfolios set forth in
Exhibit A, as may be amended from time to time, in accordance with the terms set
forth in this Agreement. Fifth Third accepts such appointment and agrees to
furnish such specified services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
will provide Fifth Third with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Trustees, approving the appointment of Fifth Third
or its affiliates to provide services to each Portfolio and
approving this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of the Fund's Investment Advisory and Management
Agreement;
(d) a copy of any Distribution Agreement or similar agreement made
with respect to each class of Shares;
(e) a copy of the Investor A Distribution and Shareholder Service
Plan (a 12b-1 plan) and all related agreements with respect to the
Fund;
(f) a copy of the Administrative Services Plan and any shareholder
servicing agreements made in respect of the Fund;
(g) a copy of the Transfer Agency Agreement with respect to the
Fund;
(h) a copy of the Fund's Rule 18f-3 Plan; and
(j) copies (certified or authenticated, where applicable) of any and
all amendments or supplements to the foregoing.
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4. COMPLIANCE WITH RULES AND REGULATIONS. Fifth Third undertakes to
comply with all applicable requirements of the Investment Company Act, and any
laws, rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by Fifth Third hereunder. Except as
specifically set forth herein, Fifth Third assumes no responsibility for such
compliance by the Fund or any Portfolio.
5. INSTRUCTIONS. Fifth Third will provide fund accounting and such
other services as is agreed hereunder.
(a) With respect to other services Fifth Third shall act only upon
Oral or Written Instructions.
(b) Fifth Third shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person
reasonably believed by Fifth Third to be an Authorized Person)
pursuant to this Agreement. Fifth Third may assume that any Oral or
Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this
Agreement or of any vote, resolution or proceeding of the Fund's
Board of Trustees or of the Fund's shareholders, unless and until
Fifth Third receives Written Instructions to the contrary.
(c) The Fund agrees to forward, to Fifth Third, Written Instructions
confirming Oral Instructions so that Fifth Third receives the
Written Instructions by the close of business on the same day that
such Oral Instructions are received. The fact that such confirming
Written Instructions are not received by Fifth Third shall in no way
invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions. Where Oral or Written
Instructions reasonably appear to have been received from an
Authorized Person, Fifth Third shall incur no liability to the Fund
in acting upon such Oral or Written Instructions.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If Fifth Third is in doubt as to any action
it should or should not take, Fifth Third shall request directions
or advice, including Oral or Written Instructions, from the Fund.
(b) ADVICE OF COUNSEL. If Fifth Third shall be in doubt as to any
question of law pertaining to any action it should or should not
take, Fifth Third shall request advice from such counsel of its own
choosing and the Fund shall reimburse such reasonable cost.
(c) CONFLICTING ADVICE. In the event of a conflict between
directions, advice or Oral or Written Instructions Fifth Third
receives from the Fund and the advice
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Fifth Third receives from counsel, Fifth Third shall inform the Fund
of the conflict and seek resolution.
(d) PROTECTION OF FIFTH THIRD. Fifth Third shall be protected in any
action it takes or does not take in reliance upon directions, advice
or Oral or Written Instructions it receives from the Fund or counsel
and which Fifth Third believes, in good faith, to be consistent with
those directions, advice or Oral or Written Instructions. Nothing in
this section shall be construed so as to impose an obligation upon
Fifth Third (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions,
advice or Oral or Written Instructions unless under the terms of
other provisions of this Agreement. Nothing in this subsection shall
excuse Fifth Third when an action or omission on the part of Fifth
Third constitutes willful misfeasance, lack of good faith, or
reckless disregard by Fifth Third of its duties, obligation or
responsibilities set forth in this Agreement.
7. RECORDS: VISITS.
(a) The books and records pertaining to the Fund and the Portfolios
which are in the possession or under the control of Fifth Third
shall be the property of the Fund. Such books and records shall be
prepared, maintained and preserved as required by the Investment
Company Act and other applicable Securities Laws, rules and
regulations. The Fund and Authorized Persons shall have access to
such books and records at all times during Fifth Third's normal
business hours. Upon the reasonable request of the Fund, copies of
any such books and records shall be provided by Fifth Third to the
Fund or to an Authorized Person, at the Fund's expense.
(b) Fifth Third shall keep the following records:
(i) all books and records relating to the services it
performs hereunder with respect to a Portfolio's books of
account;
(ii) records relating to the services it performs
hereunder with respect to a Portfolio's securities
transactions; and
(iii) all other books and records as Fifth Third is
required to maintain pursuant to Rule 31a-1 of the Investment
Company Act in connection with the services provided
hereunder.
8. CONFIDENTIALITY. Fifth Third agrees to keep confidential all records
of the Fund and information relating to the Fund and its shareholders (past,
present and future), unless the release of such records of information is
otherwise consented to, in writing, by the Fund. The Fund agrees that such
consent shall not be unreasonably withheld and may not be withheld where
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Fifth Third may be exposed to civil or criminal contempt proceedings or when
required to divulge such information or records to duly constituted authorities.
9. LIAISON WITH ACCOUNTANTS. Fifth Third shall act as liaison with the
Fund's independent public accountants and shall provide account analysis, fiscal
year summaries, and other audit-related schedules with respect to the services
provided to each Portfolio. Fifth Third shall take all reasonable action in the
performance of its duties under this Agreement to assure that the necessary
information in Fifth Third's control is made available to such accountants for
the expression of their opinion, as required by the Fund.
10. DISASTER RECOVERY. Fifth Third shall maintain in effect a disaster
recovery plan, and enter into any agreement necessary with appropriate parties
making reasonable provisions for emergency use of electronic data processing
equipment customary in the industry. In the event of equipment failures, Fifth
Third shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. Fifth Third shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure
provided such loss or interruption is not caused by Fifth Third's own willful
misfeasance or gross negligence.
11. COMPENSATION. As compensation for services rendered by Fifth Third
during the term of this Agreement, the Fund will pay to Fifth Third a fee or
fees set forth in Exhibit B, as may be amended from time to time after the
initial term. It is agreed that fees set forth in Exhibit B, may not be changed
during the initial five (5) year term. In the event that Exhibit C is amended
such that additional services as requested by the Fund are required from Fifth
Third on an ongoing basis, with the approval of the Fund, additional fees may be
charged as applicable. The fee for the period from the day of the year this
Agreement is entered into until the end of that year shall be prorated according
to the proportion that such period bears to the full annual period.
12. INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless Fifth Third and
its agents or subcontractor from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation,
liabilities arising under the Securities Laws and any state or
foreign securities and blue sky laws, and amendments thereto), and
expenses, including (without limitation) attorneys' fees and
disbursements arising directly or indirectly from any action or
omission to act which Fifth Third takes in reasonable reliance on
Oral or Written Instructions from the Fund. Fifth Third, shall not
be indemnified against any liability (or any expenses incident to
such liability) arising out of Fifth Third's own willful
misfeasance, lack of good faith or reckless disregard of its duties
and obligations under this Agreement. For any legal proceedings
giving rise to this indemnification, the Fund shall be entitled to
defend or prosecute any claim in the name of Fifth Third at the
Fund's own expense through counsel of its own
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choosing if it gives written notice to Fifth Third within ten (10)
business days of receiving notice of such claim.
(b) Fifth Third agrees to indemnify and hold harmless the Fund from
all taxes, charges, expenses, assessments, claims and liabilities
(excluding liabilities arising under the Securities Laws and any
state or foreign securities and blue sky laws, and amendments
thereto), and expenses, including (without limitation) attorneys'
fees and disbursements arising directly from Fifth Third's own
willful misfeasance, bad faith or reckless disregard of its duties
and obligations under this Agreement. For any legal proceedings
giving rise to this indemnification, Fifth Third shall be entitled
to defend or prosecute any claim in the name of Fund at Fifth
Third's own expense through counsel of its own choosing if it gives
written notice to the Fund within ten (10) business days of
receiving notice of such claim.
13. RESPONSIBILITIES OF FIFTH THIRD.
(a) Fifth Third shall be under no duty to take any action on
behalf of Fund or any Portfolio except as specifically set forth
herein or as may be specifically agreed to by Fifth Third in
writing. Fifth Third shall be obligated to exercise commercially
reasonable care and diligence in the performance of its duties
hereunder, to act in good faith and act within reasonable limits,
in performing services provided for under this Agreement. Fifth
Third shall only be liable for actual damages arising out of Fifth
Third's failure to perform its duties under this Agreement to the
extent such damages arise out of Fifth Third's willful misfeasance,
bad faith or reckless disregard of such duties.
(b) In no event shall Fifth Third be liable for any special,
extraordinary or punitive damages, arising from the performance or
non-performance of Bank under this Agreement, or Bank's failure to
comply with any of the terms of this Agreement. Bank's cumulative
liability within a calendar year shall be limited to the Fund or
any party claiming by, through or on behalf of the Fund for the
initial and all subsequent renewal terms of this Agreement, to the
actual damages sustained by the Fund or its Shareholders.
(c) Without limiting the generality of the foregoing or of
any other provision of this Agreement,
(i) Fifth Third shall not be liable for losses incurred
from mistakes or errors in information received from
pricing services or vendors approved by the Fund or
provided by the Fund; and
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(ii) Fifth Third shall not be liable for losses beyond
its reasonable control, provided that Fifth Third has
acted in accordance with the standard of care set forth
above;and
(iii) Fifth Third shall not be liable for:
(A) the validity or invalidity or authority or lack
thereof of any Oral or Written Instruction, notice
or other instrument which conforms to the
applicable requirements of this Agreement, and
which Fifth Third reasonably believes to be
genuine; or
(B) subject to Section 10, delays or errors or loss
of data occurring by reason of circumstances beyond
Fifth Third's control, including acts of civil or
military authority, national emergencies, non Fifth
Third labor difficulties, fire, flood, catastrophe,
acts of God, insurrection, war, riots or failure of
the mails, transportation, communication or power
supply.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS. Fifth
Third will perform the accounting services as set forth on EXHIBIT C as may be
amended from time to time, with respect to each Portfolio.
15. DESCRIPTION OF OTHER SERVICES ON A CONTINUOUS BASIS. Fifth Third
will perform the other services as set forth on Exhibit C, as may be amended
from time to time, with respect to each Portfolio.
16. DURATION AND TERMINATION. This Agreement shall continue for a
period of five (5) years from the date first written above. After the initial
term this Agreement may be terminated by either the Fund or Fifth Third on
ninety (90) days' prior written notice to the other party.
17. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable, telex
or facsimile sending device, it shall be deemed to have been given immediately.
If notice is sent by first class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered. Notices shall be addressed
as stated below or to such other address as shall have been provided by like
notice to the sender of any such notice or other communication by the receiving
party.
(a) if to Fifth Third: (b) if to the Fund:
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00 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxx Xxxxxxx
Xxxxxxxxxx, Xxxx 00000 Xxxxxxxx, Xxxx 00000
Attention: Fund Accounting Attention: Treasurer
Manager
18. AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19. DELEGATION; ASSIGNMENT. Fifth Third may assign its rights and
delegate its duties hereunder upon prior written consent of the Fund to any
wholly-owned direct or indirect subsidiary of Fifth Third, provided that:
(a) Fifth Third gives the Fund sixty (60) days' prior written
notice;
(b) the delegate (or assignee) agrees with Fifth Third and the
Fund to comply with all relevant provisions of the Securities
Laws; and
(c) Fifth Third and such delegate (or assignee) promptly
provide such information as the Fund may request, and respond
to such questions as the Fund may ask, relative to the
delegation (or assignment), including (without limitation) the
capabilities of the delegate (or assignee).
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
22. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement embodies the entire agreement
and understanding among the parties and supersedes all prior
agreements and understandings relating to the subject matter
hereof, provided that the Fund and Fifth Third may embody in one or
more separate documents their agreement, if any, with respect to
delegated duties and Oral Instructions.
(b) CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or
effect.
(c) GOVERNING LAW. This Agreement will be governed and construed in
accordance with the laws of the State of Ohio without regard to
principles or
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conflicts of law. The parties agree that venue for any action or
proceeding brought pursuant to this Agreement shall be in the state
or federal courts located in the State of Ohio.
(d) PARTIAL INVALIDITY. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
(e) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(f) FACSIMILE SIGNATURES. The facsimile signature of any party to
this Agreement shall constitute the valid and biding execution
hereof by such party.
(g) BUSINESS TRUST. The Fund is a business trust organized under
Chapter 1746, Ohio Revised Code and under a Declaration of Trust to
which reference is hereby made and a copy of which is on file at
the office of the Secretary of the State of Ohio as required by
law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "The Cardinal Group" entered into in the
name of or on behalf thereof by any of the Trustees, officers,
employees or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees,
Shareholders, officers, employees or agents of the Fund personally,
but bind only the assets of the Fund, as set forth in Section
1746.13(a), Ohio Revised Code, and all persons dealing with any of
the series or Portfolios of the Fund must look solely to the assets
of the Fund belonging to such series or Portfolio for the
enforcement of any claims against the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
THE FIFTH THIRD BANK THE CARDINAL GROUP
By: /s/ Xxxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxx
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Its: Vice President Its: Treasurer
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EXHIBIT A
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PORTFOLIOS OF FUND
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Series or Portfolio Classes of Shares Outstanding
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Cardinal Balanced Fund Investor A (Investor Shares) and Investor Y
(Institutional shares)
Cardinal Aggressive Growth Fund Investor A (Investor Shares) and Investor Y
(Institutional shares)
The Cardinal Fund Investor A (Investor Shares) and Investor Y
(Institutional shares)
Cardinal Government Obligations Fund Investor A (Investor Shares) and Investor Y
(Institutional shares)
Cardinal Government Securities
Money Market Fund *
Cardinal Tax Exempt Money Market Fund *
*Shares of beneficial interest of the money market funds are issued without a
class designation.
THIS EXHIBIT A, dated as of January _ 1997, is Exhibit A to the Fund
Accounting and Services Agreement dated as of January ___, 1997 by between Fifth
Third and the Fund. This Exhibit A shall supersede all previous forms of Exhibit
A.
THE FIFTH THIRD BANK THE CARDINAL GROUP
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------ ------------------------------
Its: Vice President Its: Treasurer
----------------------- -----------------------------
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EXHIBIT B
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FEE SCHEDULE
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THIS EXHIBIT B, dated as of January ___, 1997, is Exhibit B to the Fund
Accounting and Services Agreement dated as of January __, 1997 by and between
the Fund and Fifth Third. This Exhibit B shall supersede all previous forms of
Exhibit B.
The Fund will pay Fifth Third an annual fund accounting and service fee (the
"Fee"), to be calculated daily and paid monthly. The annual Fees for each
Portfolio shall be an asset based fee, and shall not be changed during the
initial term of the Agreement, exclusive of out-of-pocket expenses, as set forth
below:
=======================================================================================================
Assets
Monthly First Next $200 M Additional %
Portfolio Minimum $100 M $100 M and above Classes Discount
-------------------------------------------------------------------------------------------------------
Domestic-Daily Pricing $2,500.00 0.030% 0.020% 0.010% $7,000.00 21%
=======================================================================================================
The Fund will also reimburse Fifth Third for its reasonable out-of-pocket
expenses incurred in performing its services under this Agreement, including,
but not limited to: independent pricing service charges, system access, postage
and mailing, telephone, telex, overnight courier services and outside and record
retention/storage.
The Fund shall pay the following additional fees:
- Domestic portfolios with more than 10% of assets in international securities
will be subject to a $500 monthly surcharge.
THE FIFTH THIRD BANK THE CARDINAL GROUP
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------ ------------------------------
Its: Vice President Its: Treasurer
----------------------- -----------------------------
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EXHIBIT C
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FIFTH THIRD WILL PERFORM THE ACCOUNTING SERVICES WITH RESPECT TO EACH PORTFOLIO:
(a) Journalize investment, capital share and income and expense
activities;
(b) Verify investment buy/sell trade tickets when received from
the investment adviser for a Portfolio (the "Money Manager")
and transmit trades to the Fund's custodian (the "Custodian")
for proper settlement;
(c) Maintain individual ledgers for investment securities;
(d) Maintain historical tax lots for each security;
(e) Reconcile cash and investment balances with the Custodian, and
provide the Money Manager with the beginning cash balance
available for investment purposes;
(f) Update the cash availability daily;
(g) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;
(h) Calculate the various contractual expenses (e.g., advisory and
custody fees);
(i) Monitor the expense accruals, including different accruals
applicable to class shares, and notify an officer of the Fund
of any proposed adjustments;
(j) Calculate capital gains and losses and, only upon Written
Instructions from the Fund, transmit such information to the
Fund's transfer agent (or other agreed upon procedures);
(k) Determine net income;
(l) Obtain daily security market quotes for non-money market fund
portfolios from independent pricing services, if available,
approved by the Money Manager, or if such quotes are
unavailable, then obtain such prices in the manner authorized
by the Money Manager, and in either case, calculate daily the
market value of each Portfolio's investments;
(m) Transmit or mail a copy of the daily portfolio valuation to
the Money Manager (money market fund portfolios will be
marked-to-market no less frequently than once per week - more
often as directed by the Fund - in the manner described in (l)
above);
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(n) Compute daily net asset value per share for each portfolio and
class within a portfolio (money market fund portfolios will be
valued at amortized cost, as set forth in Rule 2a-7);
(o) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity; and
(p) Prepare a monthly financial statement, which will include the
following items:
Schedule of Investments Statement of Assets and Liabilities
Statement of Operations Statement of Changes in Net Assets
Cash Statement Schedule of Capital Gains and Losses.
FIFTH THIRD WILL PERFORM THE FOLLOWING OTHER SERVICES WITH RESPECT TO EACH
PORTFOLIO:
(a) Prepare quarterly broker security transactions summaries;
(b) Supply access to Portfolio and fund accounting data maintained
on the fund accounting system;
(c) Prepare and file on a timely basis the Fund's Semi-Annual
Reports with the Securities and Exchange Commission on Form
N-SAR;
(d) Assist in the preparation of the Fund's annual and semi-annual
shareholder reports;
(e) Provide such information to a Portfolio's Money Manager as
shall be mutually agreed upon between the Money Manager and
Fifth Third to allow the Money Manager to monitor the
Portfolio's compliance with certain requirements of the
Investment Company Act; and
(f) Assist in the preparation of Form 24F-2 and Rule 24e-2 filing.
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AUTHORIZED PERSONS APPENDIX
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Name: Signature:
----- ----------
H. Xxxxx Xxxxx
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Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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Xxxxx X. Will
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Xxxx X. Xxxxx
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Xxxx Xxxxxxxxxx
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Xxxxxx X. Xxxxx
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Xxxxx X. Xxxxxxx XX
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Xxxxx X. XxXxxxxx
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Chandon X. Xxxxxxx
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Xxxxxx X. Xxxxxx
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