Exhibit (h)(2)
Form of Fund Accounting Agreement
iMILLENNIUM CAPITAL TRUST
FUND ACCOUNTING AGREEMENT
AGREEMENT made this ____ day of ___________, [year], by and among iMillennium
Capital Trust, a Delaware business trust, having its principal office and place
of business at 00000 Xx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, and
American Data Services, Inc., New York corporation having its principal office
and place of business at the Hauppauge Corporate Center, 000 Xxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 ("ADS").
WHEREAS, the Trust is an open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares ("Shares") in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets, and is authorized to divide those series into
separate classes; and
WHEREAS, the Trust offers Shares in the series listed in Appendix A
hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 13, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust offers shares of the classes of each Fund as listed in
Appendix A hereto (each such class together with all other classes subsequently
established by the Trust in a Fund being herein referred to as a "Class," and
collectively as the "Classes"); and
WHEREAS, the Trust desires that ADS provide fund accounting services
for each Fund and Class thereof and ADS is willing to provide those services on
the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and ADS hereby agree as follows:
1. APPOINTMENT AND DELIVERY OF DOCUMENTS
(a) APPOINTMENT. The Trust hereby appoints ADS, and ADS hereby agrees,
to act as fund accountant of the Trust for the period and on the terms set forth
in this Agreement.
(b) DOCUMENT DELIVERY. In connection therewith, the Trust has delivered
to ADS copies of:
(i) the Trust's Trust Instrument and Bylaws (collectively, as
amended from time to time, "Organic Documents");
(ii) the Trust's Registration Statement and all amendments
thereto filed with the U.S. Securities and Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "1933 Act"), or
the Investment Company Act of 1940, as amended (the "1940 Act")(the
"Registration Statement");
(iii) the Trust's notification of registration under the 1940
Act on Form N-8A as filed with the SEC;
(iv) the Trust's current Prospectus and Statement of
Additional Information for each Fund (collectively, as currently in
effect and as amended or supplemented, the "Prospectus"),
(vi) all procedures adopted by the Trust with respect to the
Funds' securities transactions, valuation of portfolio securities, and
calculation of net asset value ("NAV") the Funds.
(c) Trust's Duty to Update. The Trust shall promptly furnish ADS with
all amendments or supplements to the foregoing and shall deliver to ADS a
certified copy of the resolution of the Board of Trustees of the Trust (the
"Board") appointing ADS and authorizing the execution and delivery of this
Agreement.
2. DUTIES OF ADS AND THE TRUST
(a) Services. ADS may from time to time adopt procedures, or or modify
its procedures, to implement the terms of this Section. With respect to each
Fund, ADS shall perform the following services:
(i) calculate the net asset value per share with the frequency
prescribed in each Fund's then-current Prospectus;
(ii) calculate each item of income, expense, deduction,
credit, gain and loss, if any, as required by the Trust and in
conformance with generally accepted accounting practice ("GAAP"), the
SEC's Regulation S-X (or any successor regulation) and the Internal
Revenue Code of 1986, as amended (or any successor laws)(the "Code");
(iii) maintain each Fund's general ledger and record all
income, expenses, capital share activity and security transactions of
each Fund;
(iv) calculate the yield, effective yield, tax equivalent
yield and total return for each Fund, and each Class thereof, as
applicable, and such other measure of performance as may be agreed upon
between the parties hereto;
(v) provide the Trust and the Adviser with the following
reports (A) a current security position report, (B) a summary report of
transactions and pending maturities (including the principal, cost, and
accrued interest on each portfolio security in maturity date order),
and (C) a current cash position and projection report;
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(vi) prepare and record, as of each time when the net asset
value of a Fund is calculated or as otherwise directed by the Trust,
either (A) a valuation of the assets of the Fund (unless otherwise
specified in or in accordance with this Agreement, based upon the use
of outside services normally used and contracted for this purpose by
ADS in the case of securities for which information and market price or
yield quotations are readily available and based upon evaluations
conducted in accordance with the Trust's instructions in the case of
all other assets) or (B) a calculation confirming that the market value
of the Fund's assets does not deviate from the amortized cost value of
those assets by more than a specified percentage;
(vii) make such adjustments over such periods as ADS deems
necessary to reflect over-accruals or under-accruals of estimated
expenses or income;
(viii) request any necessary information from the Trust's
adviser, administrator, transfer agent and distributor in order to
prepare, and prepare, the Trust's Form N-SAR;
(ix) provide appropriate records to assist the Trust's
independent accountants and, upon approval of the Trust, any regulatory
body in any requested review of the Trust's books and records
maintained by ADS;
(x) draft for review by the Trust's auditors semi-annual and
annual financial statements and oversee the production of these
financial statements and any related report to the Trust's shareholders
prepared by the Trust or its investment advisers;
(xi) file the Funds' semi-annual financial statements with the
SEC or ensure that the Funds' semi-annual financial statements are
filed with the SEC;
(xii) provide information typically supplied in the investment
company industry to companies that track or report price, performance
or other information with respect to investment companies;
(xiii) provide the Trust, its administrator, or counsel with
the data requested by the Trust that is required to update the Trust's
registration statement;
(xiv) provide the Trust or independent accountants with all
information requested with respect to the preparation of the Trust's
income, excise and other tax returns;
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(xv) prepare for review by the Trust's auditors all Federal
income and excise tax returns and state income and other tax returns,
including any extensions or amendments, each as agreed between the
Trust and ADS;
(xvi) produce quarterly compliance reports for investment
advisers to the Trust and the Board and provide information to the
Trust's administrator, investment advisers and other appropriate
persons with respect to questions of Fund compliance;
(xvii) determine the amount of distributions to shareholders
as necessary to, among other things, maintain the qualification of each
Fund as a regulated investment company under the Code, and prepare and
distribute to appropriate parties notices announcing the declaration of
dividends and other distributions to shareholders;
(xviii) transmit to and receive from each Fund's transfer
agent appropriate data to on a daily basis and daily reconcile Shares
outstanding and other data with the transfer agent;
(xiv) periodically reconcile all appropriate data with each
Fund's custodian;
(xv) verify investment trade tickets when received from an
investment adviser and maintain individual ledgers and historical tax
lots for each security; and
(xvi) perform such other recordkeeping, reporting and other
tasks as may be specified from time to time in the procedures adopted
by the Board; provided, that ADS need not begin performing any such
task except upon 65 days' notice and pursuant to mutually acceptable
compensation agreements.
(b) BOOKS AND RECORDS. ADS shall prepare and maintain on behalf of the
Trust the following books and records of each Fund, and each Class thereof,
pursuant to Rule 31a-1 under the 1940 Act (the "Rule"):
(i) Journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and disbursements
of cash and all other debits and credits, as required by subsection
(b)(1) of the Rule;
(ii) Journals and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts, as required
by subsection (b)(2) of the Rule (but not including the ledgers
required by subsection (b)(2)(iv);
(iii) A record of each brokerage order given by or on behalf
of the Trust for, or in connection with, the purchase or sale of
securities, and all other portfolio purchases or sales, as required by
subsections (b)(5) and (b)(6) of the Rule;
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(iv) A record of all options, if any, in which the Trust has
any direct or indirect interest or which the Trust has granted or
guaranteed and a record of any contractual commitments to purchase,
sell, receive or deliver any property as required by subsection (b)(7)
of the Rule;
(v) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the Rule; and
(vi) Other records required by the Rule or any successor rule
or pursuant to interpretations thereof to be kept by open-end
management investment companies, but limited to those provisions of the
Rule applicable to portfolio transactions and as agreed upon between
the parties hereto.
(c) MAINTENANCE OF AND ACCESS TO RECORDS. The books and records
maintained pursuant to Section 2(b) shall be prepared and maintained in such
form, for such periods and in such locations as may be required by the 1940 Act.
The books and records pertaining to the Trust that are in possession of ADS
shall be the property of the Trust. The Trust, or its authorized
representatives, shall have access to such books and records at all times during
ADS's normal business hours. Upon the reasonable request of the Trust, copies of
any such books and records shall be provided promptly by ADS to the Trust or the
Trust's authorized representatives at the Trust's expense. In the event the
Trust designates a successor that shall assume any of ADS's obligations
hereunder, ADS shall, at the expense and direction of the Trust, transfer to
such successor all relevant books, records and other data established or
maintained by ADS under this Agreement.
(d) INSPECTION OF RECORDS. In case of any requests or demands for the
inspection of the records of the Trust maintained by ADS, ADS will endeavor to
notify the Trust and to secure instructions from an authorized officer of the
Trust as to such inspection. ADS shall abide by the Trust's instructions for
granting or denying the inspection; provided, however, that ADS may grant the
inspection without instructions if ADS is advised by counsel to ADS that failure
to do so will result in liability to ADS.
4. COMPENSATION OF ADS
(a) FEES. For the services provided by ADS pursuant to this Agreement,
the Trust, on behalf of each Fund, agrees to pay ADS the fees set forth in
Schedule A. Fees will begin to accrue for each Fund on the latter of the date of
this Agreement or the date of commencement of operations of the Fund.
(b) EXPENSES. In addition to the fees paid under subsection (a), the
Trust agrees to reimburse ADS for out-of-pocket expenses or advances incurred by
ADS for the items set out in the Schedule A attached hereto. In addition, the
Trust will reimburse any other expenses incurred by ADS at the request or with
the consent of the Trust.
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(c) FEE CHANGES. The fees, out-of pocket expenses and advances
identified in the foregoing subsections (a) and (b) above may be changed from
time to time subject to mutual written agreement between the Trust and ADS.
5. REPRESENTATIONS AND WARRANTIES
(a) REPRESENTATIONS OF ADS. ADS represents and warrants to the Trust
that:
(i) it is a corporation duly organized and existing and in
good standing under the laws of the State of New York;
(ii) it is duly qualified to carry on its business in the
State of New York;
(iii) it is empowered under applicable laws and by its Article
of Incorporation and Bylaws to enter into this Agreement and perform
its duties under this Agreement; and,
(iv) it has access to the necessary facilities, equipment, and personnel to
perform its duties and obligations under this Agreement.
(b) REPRESENTATIONS OF THE TRUST. The Trust represents and warrants to
ADS that:
(i) it is a business trust duly organized and existing and in
good standing under the laws of [Massachusetts/Delaware];
(ii) it is empowered under applicable laws and by its Organic
Documents to enter into and perform this Agreement;
(iii) all proceedings required by said Organic Documents have
been taken to authorize it to enter into and perform this Agreement;
(iv) it is an open-end management investment company
registered under the Investment Company Act of 1940; and,
(v) a registration statement under the Securities Act of 1933
is currently or will become effective and will remain effective, and
appropriate state securities law filings as required, have been or will
be made and will continue to be made, with respect to all Shares of the
Fund being offered for sale.
6. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
(a) STANDARD OF CARE. ADS shall be under no duty to take any action
except as specifically set forth herein or as may be specifically agreed to by
ADS in writing. ADS shall use its best judgment and efforts in rendering the
services described in this Agreement. ADS shall not be liable to the Trust or
any of the Trust's shareholders for any action or inaction of ADS relating to
any event whatsoever in the absence of bad faith, willful misfeasance or gross
negligence in the performance of ADS's duties or obligations under this
Agreement or by reason of ADS's reckless disregard of its duties and obligations
under this Agreement.
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(b) INDEMNIFICATION OF ADS. The Trust agrees to indemnify and hold
harmless ADS, its employees, agents, directors, officers and managers and any
person who controls ADS within the meaning of section 15 of the Securities Act
or section 20 of the Securities Exchange Act of 1934, as amended, ("ADS
Indemnitees") against and from any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees
and other expenses of every nature and character arising out of or in any way
related to ADS's actions taken or failures to act with respect to a Fund that
are consistent with the standard of care set forth in Section 3(a) or based, if
applicable, on good faith reliance upon an item described in Section 3(c)(a
"Claim"). The Trust shall not be required to indemnify any ADS Indemnitee if,
prior to confessing any Claim against the ADS Indemnitee, ADS or the ADS
Indemnitee does not give the Trust written notice of and reasonable opportunity
to defend against the claim in its own name or in the name of the ADS
Indemnitee.
(c) RELIANCE. An ADS Indemnitee shall not be liable for any action
taken or failure to act in good faith reliance upon:
(i) the advice of the Trust or of counsel, who may be counsel
to the Trust or counsel to ADS;
(ii) any oral instruction which it receives and which it
reasonably believes in good faith was transmitted by the person or
persons authorized by the Board to give such oral instruction (ADS
shall have no duty or obligation to make any inquiry or effort of
certification of such oral instruction.);
(iii) any written instruction or certified copy of any
resolution of the Board, and ADS may rely upon the genuineness of any
such document or copy thereof reasonably believed in good faith by ADS
to have been validly executed; or
(iv) any signature, instruction, request, letter of
transmittal, certificate, opinion of counsel, statement, instrument,
report, notice, consent, order, or other document reasonably believed
in good faith by ADS to be genuine and to have been signed or presented
by the Trust or other proper party or parties;
and no ADS Indemnitee shall be under any duty or obligation to inquire into the
validity or invalidity or authority or lack thereof of any statement, oral or
written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which ADS reasonably believes in good faith to
be genuine.
(d) ERRORS OF OTHERS. ADS shall not be liable for the errors of other
service providers to the Trust, including the errors of pricing services (other
than to pursue all reasonable claims against the pricing service based on the
pricing services' standard contracts entered into by ADS) and errors in
information provided by an investment adviser (including prices and pricing
formulas and the untimely transmission of trade information), custodian or
transfer agent to the Trust.
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(e) NAV ERRORS. With respect to Funds which do not value their assets
in accordance with Rule 2a-7 under the 1940 Act, notwithstanding anything to the
contrary in this Agreement, ADS shall not be liable to the Trust or any
shareholder of the Trust for (i) any loss to the Trust if an NAV Difference for
which ADS would otherwise be liable under this Agreement is less than or equal
to 0.001 (1/10 of 1%) or (ii) any loss to a shareholder of the Trust if the NAV
Difference for which ADS would otherwise be liable under this Agreement is less
than or equal to 0.005 (1/2 of 1%) or if the loss in the shareholder's account
with the Trust is less than or equal to $10. Any loss for which ADS is
determined to be liable hereunder shall be reduced by the amount of gain which
inures to shareholders, whether to be collected by the Trust or not.
(f) DEFINITION OF "NAV DIFFERENCE." For purposes of this Agreement, (i)
the NAV Difference shall mean the difference between the NAV at which a
shareholder purchase or redemption should have been effected ("Recalculated
NAV") and the NAV at which the purchase or redemption is effected, divided by
the Recalculated NAV, (ii) NAV Differences and any ADS liability therefrom are
to be calculated each time a Fund's (or class's) NAV is calculated, (iii) in
calculating any NAV Difference for which ADS would otherwise be liable under
this Agreement for a particular NAV error, Fund losses and gains shall be netted
and (iv) in calculating any NAV Difference for which ADS would otherwise be
liable under this Agreement for a particular NAV error that continues for a
period covering more than one NAV determination, Fund losses and gains for the
period shall be netted.
(c) INDEMNIFICATION OF THE TRUST. ADS shall indemnify and hold the
Trust and each Fund or Class thereof harmless from and against any and all
losses, damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising out of or attributed to any action or failure or omission to
act by ADS as a result of ADS's lack of good faith, gross negligence or willful
misconduct with respect to the services performed under or in connection with
this Agreement.
(f) NOTIFICATION OF CLAIMS. In order that the indemnification
provisions contained in this Section shall apply, upon the assertion of a claim
for which either party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such assertion, and
shall keep the other party advised with respect to all developments concerning
such claim. The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense of such claim
or to defend against said claim in its own name or in the name of the other
party. The party seeking indemnification shall in no case confess any claim or
make any compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
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7. CONFIDENTIALITY
ADS and the Trust agree that all books, records, information, and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
that ADS may:
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC; and
(b) release such other information as approved in writing by the Trust
which approval shall not be unreasonably withheld and may not be withheld where
ADS may be exposed to civil or criminal contempt proceedings for failure to
release the information, when requested to divulge such information by duly
constituted authorities or when so requested by the Trust or the Adviser.
8. EFFECTIVENESS, DURATION, AND TERMINATION
(a) EFFECTIVE DATE. This Agreement shall become effective on the date
first above written.
(b) TERM. This Agreement shall remain in effect for a period of three
(3) years from the date of its effectiveness and shall continue in effect for
successive twelve-month periods; provided that such continuance is specifically
approved at least annually by the Board and by a majority of the Directors who
are not parties to this Agreement or interested persons of any such party.
(c) TERMINATION FOR CAUSE. In the event of a material breach of this
Agreement by either party, the non-breaching part shall notify the breaching
party in writing of such breach and upon receipt of such notice, the breaching
party shall by 45 days to remedy the breach. If said breach is not remedied to
the reasonable satisfaction of the non-breaching party, the non-breaching party
may thereafter terminate this Agreement immediately. Compensation due ADS and
unpaid by the Trust upon such termination shall be immediately due and payable
upon, and notwithstanding, such termination. If after such termination for so
long as ADS, with the written consent of the Trust, in fact continues to perform
any one or more of the services contemplated by this Agreement, the provisions
of this Agreement, including without limitation, the provisions dealing with
indemnification, shall continue in full force and effect.
(d) PAYMENT UPON TERMINATION. If at any time during the initial or any
subsequent term of this Agreement, ADS is replaced as fund accountant for any
reason other than for a material breach of this Agreement which ADS does not
cure within a reasonable time, or a Fund is merged into or sells all (or
substantially all) of its assets to another fund or family of funds for which
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ADS does not serve as fund accountant, then the Fund shall, immediately upon
demand by ADS, make a one time cash payment equal to the net present value of
the revenues ADS would have earned during the remainder of the initial or
subsequent term of the Agreement, as the case may be, at the fee rate in effect
at the time of such event (including any applicable minimum). For purposes of
this paragraph, the present value of the revenues shall be determined by
applying a 5.00% discount rate, and the asset figure used to calculate the fee
due ADS hereunder shall be the highest monthly average assets of the Fund at any
time during the 12 months immediately preceding the termination of ADS (or the
merger or sale of assets) of the Fund.
(e) REIMBURSEMENT OF ADS'S EXPENSES. If this Agreement is terminated with
respect to a Fund or Funds, ADS shall be entitled to collect from the
Fund or Funds, in addition to the compensation described under Sections
4 and 11(d) hereof, the amount of all of ADS's reasonable cash
disbursements for services in connection with ADS's activities in
effecting such termination, including without limitation, the delivery
to the Trust and/or its designees of the Trust's property, records,
instruments and documents, or any copies thereof. Subsequent to such
termination, for a reasonable fee, ADS will provide the Trust with
reasonable access to all Trust documents or records, if any, remaining
in its possession. Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and
material will be borne by the Fund. Additionally, ADS reserves the
right to charge for any other reasonable costs and expenses associated
with such termination.
(e) SURVIVAL OF CERTAIN OBLIGATIONS. The obligations of Sections 8, 10
and 11 shall survive any termination of this Agreement
9. ADDITIONAL FUNDS AND CLASSES.
If the Trust establishes one or more series of Shares or one or more
classes of Shares after the effectiveness of this Agreement, such series of
Shares or classes of Shares, as the case may be, shall become Funds and Classes
under this Agreement; provided, however, that either ADS or the Trust may elect
not to make and such series or classes subject to this Agreement.
10. ASSIGNMENT
Except as otherwise provided in this Agreement, neither this Agreement
nor any rights or obligations under this Agreement may be assigned by either
party without the written consent of the other party. This Agreement shall inure
to the benefit of and be binding upon the parties and their respective permitted
successors and assigns. ADS may, without further consent on the part of the
Trust, subcontract for the performance hereof with any entity, including
affiliated persons of ADS; provided however, that ADS shall be as fully
responsible to the Trust for the acts and omissions of any subcontractor as ADS
is for its own acts and omissions.
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11. MISCELLANEOUS
(a) AMENDMENTS. No provisions of this Agreement may be amended or
modified in any manner except by a written agreement properly authorized and
executed by both parties hereto.
(b) CHOICE OF LAW. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of New
York.
(c) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to
the subject matter hereof whether oral or written.
(d) COUNTERPARTS. The parties may execute this Agreement on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(e) SEVERABILITY. If any part, term or provision of this Agreement is
held 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.
(f) HEADINGS. Section and paragraph headings in this Agreement are
included for convenience only and are not to be used to construe or interpret
this Agreement.
(g) NOTICES. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by telex
or facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
To the Fund: To ADS:
[Name] Xxxxxxx Xxxxx
[Title] President
[Name of Trust] American Data Services, Inc.
[Street] 000 Xxxxx Xxxxxxx, Xxxxx 000
[Xxxx, Xxxxx, Zip] Xxxxxxxxx, XX 00000
(h) BUSINESS DAYS. Nothing contained in this Agreement is intended to
or shall require ADS, in any capacity hereunder, to perform any functions or
duties on any day other than a Fund Business Day. Functions or duties normally
scheduled to be performed on any day which is not a Fund Business Day shall be
performed on, and as of, the next Fund Business Day, unless otherwise required
by law.
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(i) DISTINCTION OF FUNDS. Notwithstanding any other provision of this
Agreement, the parties agree that the assets and liabilities of each Fund of the
Trust are separate and distinct from the assets and liabilities of each other
Fund and that no Fund shall be liable or shall be charged for any debt,
obligation or liability of any other Fund, whether arising under this Agreement
or otherwise.
(j) CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be
liable to the other party for consequential damages under any provision of this
Agreement or for any act or failure to act hereunder.
(k) NONLIABILITY OF AFFILIATES. No affiliated person (as that term is
defined in the 1940 Act), employee, agent, director, officer or manager of ADS
shall be liable at law or in equity for ADS's obligations under this Agreement.
(l) REPRESENTATION OF SIGNATORIES. Each of the undersigned expressly
warrants and represents that they have full power and authority to sign this
Agreement on behalf of the party indicated and that their signature will bind
the party indicated to the terms hereof
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized persons,
as of the day and year first above written.
[Name of Trust] AMERICAN DATA SERVICES, INC.
By: ________________________________ By: ______________________________
[Name], [Title] Xxxxxxx Xxxxx, President
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Exhibit (h)(3)
Form of Fund Accounting Agreement
iMILLENNIUM CAPITAL TRUST
FUND ACCOUNTING AGREEMENT
SCHEDULE A
FEES AND ACCOUNT CHARGES
A-1
iMILLENIUM CAPITAL TRUST
FUND ACCOUNTING AGREEMENT
SCHEDULE B
FUNDS AND CLASSES TO BE SERVICED UNDER THIS AGREEMENT
B-1
