EXHIBIT (h)
Administration Agreement
Accounting Services Agreement
Powers of Attorney
(68)
ADMINISTRATION AGREEMENT
This Agreement, dated as of the 7th day of
September , 1986, made by and between The Elite
Group (The "Trust"), a business trust operating as an open-end investment
company duly organized and existing under the laws of the state of
Massachusetts, and Fund/Plan Services, Inc. ("company"), duly organized and
existing under the laws of the Commonwealth of Pennsylvania.
WITNESSETH THAT:
WHEREAS, the Trust consists of two Funds, namely the Income Fund
and the Appreciation Fund; and
WHEREAS, Company has agreed to act as Transfer Agent of the Trust, as its
Dividend Disbursing Agent, and as Administrator of the Plans of the Trust, and
Company also has agreed to act for the Trust in other respects as hereinafter
stated; and
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto, intending to be legally bound, do hereby agree as
follows:
Section 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have the meanings
herein specified unless the context otherwise requires.
Company: The term Company shall mean Fund/Plan
Services, Inc.
Trust: The term Trust shall mean The Elite Group.
Share Certificates: The term Share Certificates shall
mean the share certificates for the Shares of the Trust.
Shareholders: The term Shareholders shall mean the registered
owners from time to time of the Shares of the Trust in accordance
with the share registry records of the Trust.
Shares: The term Shares shall mean the issued and
outstanding shares of the Trust.
Oral Instruction: The term Oral Instruction shall mean an
authorization, instruction, approval1 item or set of data, or information of any
kind transmitted to the Company in person or by telephone, telegram, telecopy or
other mechanical or documentary means lacking original signature, by a person or
persons believed in good faith by the Company to be a person or persons
authorized by a resolution of the Board of Trustees of the Trust, to give Oral
Instructions on behalf of the Trust.
(69)
Written Instruction: The term Written Instruction shall mean an
authorization, instruction, approval, item or set of data or information of any
kind transmitted to the Company in original writing containing original
signatures or a copy of such document transmitted by telecopy including
transmission of such signature believed in good faith by the Company 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.
Section 2. The Trust hereby appoints Company as its Transfer, Redemption
and Dividend Disbursing Agent and as Administrator of its Plans, and Company
accepts such appointments and agrees to act in such capacities upon the terms
set forth in this agreement.
TRANSFER AGENCY
Section 3. The Trust shall furnish to Company as Transfer Agent a
sufficient supply of blank Share Certificates and from time to time will renew
such supply upon the request of Company. Such blank Share Certificates shall be
signed manually or by facsimile signatures of officers of the Trust authorized
by law or the by-laws of the Trust to sign Share Certificates and, if required,
shall bear the Trust seal or a facsimile thereof.
Section 4. Company as Transfer Agent, shall make original issues of Shares
in accordance with Sections 14 and 15 below and with the Trust's Prospectus upon
the written request of the Trust and upon being furnished with a certified copy
of a resolution or resolutions of the Board of Trustees of Trust authorizing
such issue; (ii) an opinion of counsel as to the validity of such additional
Shares; and (iii) necessary funds for the payment of any original issue tax
applicable to such additional Shares.
Section 5. Transfers of Shares shall be registered and new Share
Certificates issued by Company upon surrender of outstanding Share Certificates
(i) in form deemed by Company to be properly endorsed for transfer, (ii) with
all necessary endorsers' signatures guaranteed by a member firm of a national
securities exchange or a commercial Bank, accompanied by (iii) such assurances
as Company shall deem necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement, and (iv) satisfactory evidence of
compliance with all applicable laws relating to the payment or collection of
taxes.
(70)
Section 6. When mail is used for delivery of Share Certificates
Company shall forward Share Certificates in "non-negotiable" form by first-class
mail, and Share Certificates in "negotiable" form by registered mail, all mail
deliveries to be covered while in transit to the addressee by insurance
arranged for by Company.
Section 7. In registering transfers Company as Transfer Agent may
rely upon the Uniform Commercial Code or any other statutes which in the opinion
of counsel protect Company and the Trust in not requiring complete
documentation, in registering transfer without inquiry into adverse claims, in
delaying registration for purposes of such inquiry, or in refusing registration
where in its judgment an adverse claim requires such refusal.
Section 8. Company as Transfer Agent may issue new Share Certificates
in place of Share Certificates represented to have been lost, destroyed or
stolen, upon receiving indemnity satisfactory to Company and may issue new Share
Certificates in exchange for and upon surrender of mutilated Share Certificates.
Section 9. In case any officer of the Trust who shall have signed manually
or whose facsimile signature shall have been affixed to blank Share Certificates
shall die, resign or be removed prior to the issuance of such Share
Certificates, Company as Transfer Agent may issue or register such Share
Certificates as the Share Certificates of the Trust notwithstanding such death,
resignation or removal; and the Trust shall file promptly with Company such
approval, adoption or ratification as may be required by law.
Section 10. Company will maintain stock registry records in the usual form
in which it will note the issuance, transfer and redemption of Shares and the
issuance and transfer of Share Certificates, and is also authorized to maintain
an account entitled Unissued Certificate Account in which it will record the
Shares and fractions issued and outstanding from time to time for which issuance
of Share Certificates is deferred. The Trust or its authorized agent is
responsible to provide Company reports of Trust Share purchases, redemptions and
total Shares outstanding on the next business day after each net asset
valuation. Company is authorized to keep records, which will be part of the
stock transfer records, as well as its records of the Plans, in which it will
note the names and registered addresses of Shareholders and Planholders, and the
number of Shares and fractions from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder or Planholder will be
assigned a single account number even though Shares held under each Plan and
Shares for which Certificates have been issued will be accounted for separately.
Whenever a Shareholder deposits Shares represented by Share Certificates in a
Plan permitting the deposit of Shares thereunder, Company, as transfer agent,
upon receipt of the Share Certificates registered in the name of the Shareholder
(or if not so registered, in proper form for transfer); shall cancel such Share
Certificates, debit the Shareholder's individual stock account and credit the
Shares to the Unissued Share Certificate Account. Company, as Plan
Administrator, shall credit the Shares so deposited to the proper Plan account.
(71)
Section 11. Company will issue Share Certificates for Shares of the Trust,
only upon receipt of a written request from a Shareholder. In all other cases,
the Trust authorizes company to dispense with the issuance and counter-signature
of Share Certificates whenever Shares are purchased. In such case company as
Transfer Agent, shall merely note on its stock registry records the issuance of
the Shares and fractions (if any), shall credit the Unissued Certificate Account
with the Shares and fractions issued and shall credit the proper number of
Shares and fractions to the respective Shareholders. Likewise, whenever company
has occasion to surrender for redemption Shares and fractions owned by
Shareholders, it shall be unnecessary to issue Share Certificates for redemption
purposes. The Trust authorizes Company in such cases to process the transactions
by appropriate entries in its share transfer records, and debiting of the
Unissued Certificate Account and the record of issued Shares outstanding.
Section 12. Company in its capacity as Transfer Agent will, in addition to
the duties and functions above-mentioned, perform the usual duties and functions
of a Stock Transfer Agent for a corporation. It will countersign for issuance or
reissuance Share Certificates representing original issue or reissued treasury
Shares as directed by the Written Instructions of the Trust and will transfer
Share Certificates registered in the name of Shareholders from one Shareholder
to another in the usual manner. Company may rely conclusively and act without
further investigation upon any list, instruction, certification, authorization,
Share Certificate or other instrument or paper believed by it in good faith to
be genuine and unaltered, and to have been signed, countersigned, or executed by
duly authorized person or persons, or upon the instructions of any officer of
the Trust, or upon the advice of counsel for the Trust or for Company. Company
may record any transfer of Share Certificates which is believed by it in good
faith to have been duly authorized or may refuse to record any transfer of Share
Certificates if in good faith Company in its capacity as Transfer Agent deems
such refusal necessary in order to avoid any liability either to the Trust or to
Company. The Trust agrees to indemnify and hold harmless Company from and
against any and all losses, costs, claims, and liability which it may suffer or
incur by reason of so relying or acting or refusing to act.
Section 13. In case of any request or demand for the inspection of the
share records of the Trust, Company as Transfer Agent, shall endeavor to notify
the Trust and to secure instructions as to permitting or refusing such
inspection. However, Company may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure so to
do.
(72)
ISSUANCE OF SHARES
Section 14. Prior to the daily determination of net asset value in accordance
with the Trust's Prospectus, Company shall process all purchase orders received
since the last determination of the Trust's net asset value. Company shall
calculate daily the amount available for investment in Shares at the net asset
value determined by the Trust as of the close of trading on the New York Stock
Exchange, the number of Shares and fractional Shares to be purchased and the net
asset value to be deposited with the Custodian. Company as agent for the
Shareholders and Planholders, shall place a purchase order daily with the Trust
for the proper number of Shares and fractional Shares to be purchased and
confirm such number to the Trust in writing.
Section 15. Company having made the calculations provided for in Section
14, shall thereupon pay over the net asset value of shares purchased to the
Custodian. The proper number of Shares and fractional Shares shall then be
issued daily and credited by Company to the Unissued Certificate Account. The
Shares and fractional Shares purchased for each Shareholder and Planholder will
be credited by Company to his separate Account. Company shall mail to each
Shareholder and Planholder a confirmation of each purchase, with copies to the
Trust if requested. Such confirmations will show the prior Share Balance, the
new Share balance, the Shares held under a Plan (if any), the Shares for which
Stock Certificates are outstanding (if any), the amount invested and the price
paid for the newly purchased Shares.
REDEMPTIONS
Section 16. Company shall, prior to the daily determination of net asset
value in accordance with the Trust's Prospectus, process all requests from
Shareholders to redeem Shares and determine the number of Shares required to be
redeemed to make monthly payments, automatic payments or the like. Thereupon,
Company shall advise the Trust of the total number of shares available for
redemption and the number of Shares and fractional Shares requested to be
redeemed. The Trust or its authorized agent shall then quote to Company the
applicable net asset value, whereupon Company shall furnish the Trust with an
appropriate confirmation of the redemption and process the redemption by filing
with the Custodian an appropriate statement and making the proper distribution
and application of the redemption proceeds in accordance with the Trust's
Prospectus. The share registry books recording outstanding Shares, the Unissued
Certificate Account and the individual account of the Shareholder or Planholder
shall be properly debited.
(73)
Section 17. The proceeds of redemption shall be remitted by Company in
accordance with the Trust's Prospectus by check mailed to the Shareholder or
Planholder at his registered address. If Share Certificates have been issued for
Shares being redeemed, then such Share Certificates and a stock power with a
signature guarantee of a commercial bank, trust company, or a member firm of a
national securities exchange shall accompany the redemption request. If Share
Certificates have not been issued to the redeeming Shareholder, the signature of
the Shareholder on the redemption request must be similarly guaranteed. The
Trust may authorize Company to waive the signature guarantee in certain cases by
Written Instructions.
For the purposes of redemption of Shares which have been purchased within 15
days of a redemption request, the Trust shall provide Company, from time to
time, with Written Instructions concerning the time within which such requests
may be honored.
DIVIDENDS
Section 18. Upon the declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Trust, the Trust shall notify
Company of the date of such declaration, the amount payable per share, the
record date for determining the Shareholders entitled to payment, the payment
and the reinvestment date price.
Section 19. On or before each payment date the Trust will transfer, or
cause the Custodian to transfer, to Company in its capacity as Dividend
Disbursing Agent, the total amount of the dividend or distribution currently
payable. Company will, on the designated payment date, automatically reinvest
all dividends in additional shares except in cases where Shareholders have
elected to receive Shares in cash, in which case Company will mail distribution
checks to the Shareholders for the proper amounts payable to them.
GENERAL PROVISIONS
Section 20. Company shall maintain records (which may be part of the stock
transfer records) in connection with the issuance and redemption of Shares, the
disbursement of dividends and the administration of the Plans and dividend
reinvestments, in which will be noted the transactions effected for each
Shareholder and Planholder and the number of Shares and fractional Shares owned
by each for which no Share Certificates are outstanding. Company agrees to make
available upon request and to preserve for the periods prescribed in Rule 31a-2
any records relating to services provided under this Agreement which are
required to be maintained by Rule 31a-1.
(74)
Section 21. In addition to the services as Transfer Agent, Dividend
Disbursing Agent and Administrator as above set forth, Company will perform
other services for the Trust as agreed from time to time, including but not
limited to, preparation of and mailing Federal Tax Information Forms, mailing
semi-annual reports of the Trust, preparation of one annual list of
Shareholders, and mailing notices of Shareholders' meetings, proxies and proxy
statements.
Section 22. Nothing contained in this Agreement is intended to or shall
require Company in any capacity hereunder, to perform any functions or duties on
any holiday, day of special observance or any other day on which Company or the
New York Stock Exchange are closed. Functions or duties normally scheduled to be
performed on such days shall be performed on, and as of, the next business day
on which both the New York Stock Exchange and the Company are open.
Section 23. The Trust agrees to pay Company compensation for its services
and to reimburse it for expenses, as set forth in Schedule A attached hereto, or
as shall be set forth in amendments to such Schedule. The Fund authorizes the
Company to debit the Fund's custody account for invoices which are rendered for
the services performed for the transfer agent function. The invoices for the
service will be sent to the Fund after the debiting with the indication that
payment has been made.
.
Section 24. Company in acting for Planholders, or in any other capacity
set forth in this Agreement, shall not be personally liable for any taxes,
assessments, or governmental charges which may be levied or assessed on any
basis whatsoever in connection with the administration of the Plans, excepting
only for taxes assessed against it in its corporate capacity arising out of its
compensation hereunder.
Section 25. The Trust shall indemnify Company and save it harmless from
any and against any and all actions, suits and claims, whether groundless or
otherwise, arising directly or indirectly out of or in connection with its
performance under this Agreement as Transfer Agent, Dividend Disbursing Agent
and Administrator of Plans and from and against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liabilities incurred by
Company in connection with any such action, suit, or claim except such as shall
arise due to the negligence or willful misconduct of the Company. Company shall
not be under any obligation to prosecute or to defend any action, suit or claim
arising out of or in connection with its performance under this agreement as
Transfer Agent Dividend Disbursing Agent and Administrator of Plans, which, in
the opinion of its counsel, may involve it in expense or liability, except as
shall arise due to the negligence or willful misconduct of the Company, and the
Trust shall, so often as reasonably requested, furnish Company with satisfactory
indemnity against such expense or liability, and upon request of Company the
Trust shall assume the entire defense of any action, suit, or claim subject to
the foregoing indemnity. Provided, however, that Company shall give the Trust
notice, and reasonable opportunity to defend, any such action, suit, or claim,
in the name of the Trust or Company or both.
(75)
Without limitation of the foregoing:
(a) Company may rely upon the advice of the Trust, or of counsel, may be
counsel for the Trust or counsel for Company and upon statements of accountants,
brokers and other persons believed by it in good faith to be expert in the
matters upon which they are consulted and for any actions taken in good faith
upon such statements, Company shall not be liable to anyone.
(b) Company shall not be liable for any action taken in good faith
reliance upon any Written Instruction or certified copy of any resolution of the
Board of Trustees of the Trust and Company may rely upon the genuineness of any
such document or copy thereof believed in good faith by the Company to have been
validly executed.
(c) Company may rely and shall be protected in acting upon any signature,
instruction, request, letter of transmittal, certificate, opinion of counsel,
statement, instrument, report, notice, consent, order, or other paper or
document believed by it to be genuine and to have been signed or presented by
the purchaser, Trust or other proper party or parties.
Section 26. Company is authorized, upon receipt of Written Instructions
from the Trust, to make payment upon redemption of Shares authorized by Written
Instruction of the Trust without a signature guarantee. The Trust hereby agrees
to indemnify and hold Company its successors and assigns, harmless of and from
any and all expenses, damages, claims, suits, liabilities, actions, demands,
losses whatsoever arising out of or in connection with a payment by Company upon
redemption of Shares authorized by Written Instruction of the Trust without a
signature guarantee and upon the request of Company the Trust shall assume the
entire defense of any action, suit or claim subject to the foregoing indemnity.
Company shall notify the Trust of any such action, suit or claim within 30 days
after receipt by Company of notice thereof.
Section 27. The Trust shall promptly cause to be turned over to Company
(i) an accurate list of Shareholders of the Trust showing the proper registered
address and number of Shares owned and whether such shares are represented by
outstanding Share Certificates or by non-certificated share accounts, (ii) all
records relating to Plans, including original applications signed by the
Planholders and original plan accounts recording payments, deductions,
reinvestments, withdrawals and liquidations, and (iii) all shareholder records,
files, and other materials necessary or appropriate for proper performance of
the functions assumed by the Company under this Agreement (hereinafter called
"Materials") and hereby agrees to indemnify and hold the Company, its successors
and assigns, harmless of and from any and all expenses, damages, claims, suits,
liabilities, actions, demands and losses whatsoever arising out of or in
connection with any error, omission, inaccuracy or other deficiency of such
Materials, or out of the failure of the trust to provide any portion of such or
to provide any information needed by the Company to knowledgeably perform its
functions.
(76)
Section 28. The Trust shall file with Company a certified copy of each
resolution of its Board of Trustees authorizing the execution of Written
Instructions or the transmittal of Oral Instructions, as defined in Section 1 of
this Agreement. The following additional terms, for purposes of this Agreement
or any amendment of supplement thereto, shall have the meanings herein specified
unless the context otherwise requires:
Plan: The term Plan shall include such investment plan, dividends or
capital gains reinvestment plans, systematic withdrawal plans or other types of
plans set forth in the prospectus of the Trust, in form acceptable to Company,
which the Trust may from time to time adopt and make available to its
Shareholders, including plans or accounts by self-employed individuals or
partnerships.
Planholder: The term Planholder shall mean a
Shareholder, who, at the time of reference, is participating in a
Plan, and shall include any underwriter, representative or
broker-dealer.
Section 29. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and the Company.
Section 30. Either the Trust or Company may give 60 days' written notice
to the other of the termination of this Agreement, such termination to take
effect at the time specified in the notice.
Section 31. 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:
(77)
If to the Trust:
The Elite Group
000 00xx Xxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. XxXxxxxxx Chairman
and President
If to the Company
Fund/Plan Services, Inc.
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
Attention: X. X. Xxxxxxxxx, Xx.
Section 32. The Trust represents and warrants to Company that the
execution and delivery of this Administration Agreement by the undersigned
officers of the Trust has been duly and validly authorized by resolution of the
Board of Trustees of the Trust.
Section 33. 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 34. 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 Company or by Company without the written consent of the Trust,
authorized or approved by a resolution of its Board of Trustees.
Section 35. This Agreement shall be governed by the laws of the
Common-wealth of Pennsylvania.
(78)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
The Elite
Group
By s/s Xxxxxxx
XxXxxxxxx
(SEAL)
Attest s/s Xxxxxxx X. Xxxx
Fund/Plan
Services, Inc.
By s/s E.
S. Heffernorfer
(SEAL) Attest s/s
X. Xxxxxx
(79)
Fund/Plan Services Inc.
A FinDaTex, Inc. company X.X. Xxx 0000
Xxxxxxxxxxxx Xxxxxxxxxxxx 00000(000) 000-0000
August 13, 1986
THE ELITE FUND
MUTUAL FUND FEE SCHEDULE
SEMI-ANNUAL DIVIDEND INCLUDING ONE CAPITAL GAIN DISTRIBUTION *
Transfer Agent, Dividend Disbursing Agent and Shareholder
Accounting Agent
$7.20 Per Shareholder Account (1/12 payable monthly); Minimum
monthly fee of $720.00
Services:
o Opening new accounts
o Processing all payments
o Issuing and cancelling certificates
o Processing partial and complete redemptions
Regular and legal transfers of accounts
o Mailing up to four reports annually
o Processing 2 dividends and 1 capital gain distribution
annually, if any. This includes
mailing of cash dividends and/or preparing statements to
shareholders for
reinvested distributions.
o Blue Sky Reports. This indicates shares sold to investors in various
States. There is also a "warning system" that informs the Fund when they
are within a certain percentage of the shares registered in the State, or
within a certain time period when the registration statement is up for
renewal.
Account Maintenance:
1. Maintaining shareholder records of certificate and whole and fractional
unissued ("Book") shares 2. Changing shareholders' addresses 3. Daily or
periodic reports on numbers of shares, accounts etc. 4. Supplying an annual
stockholder list 5. Preparation of Federal Tax Information Forms and 1042S
preparation 6. Replying to shareholder correspondence other than that for Fund
performance or Fund-related inquiries
Optional Services:
There are also optional services available. Fees and descriptions for any of
these services will be provided upon request.
In addition, all out-of-pocket expenses shall be separately charged, expenses
such as: postage, stationery, retention of records, mailing, insurance,
conversion, etc. and expenses in the development of Agreements between the
Client and Fund/Plan Services, Inc.
*This schedule also applies to Annual Dividend Payers and will be assessed to
each Portfolio.
(80)
Fund/Plan Services, Inc.
a FinDaTex, Inc. company X.X. Xxx 000 Xxxxxxxxxxxx
Xxxxxxxxxxxx 00000 (215) 834-3500
October 31, 1990
Mr. Xxxxxxx XxXxxxxxx, President
The Elite Group
0000 XXX Xxxxxxxx
Xxxxxxx, XX 00000
Dear Dick:
This letter is to confirm our discussion of October 30, 1990, in which we
discussed new fees for our Custody and Transfer Agent services. As you know, we
have worked with you to maintain low fees for your Funds and last visited this
process in April of 1989, wherein we reduced the Transfer Agent minimum from
$800 to $600 with a review to occur in October, 1989. We did not increase the
fees at that time.
The new schedule effective January 1, 1991 for both Funds is as follows:
Transfer Agency
$ 9.60/Account/Year (unchanged)
Minimum Monthly Fee of $1,000.
Custody
.00065 On the First $10 Million of Average Net Assets .00035 On the Next $
20 Mill ion of Average Net Assets .00025 On the Next $ 20 Million of
Average Net Assets .000175 On the Next $ 50 Million of Average Net Assets
.00015 On the Next $150 Million of Average Net Assets .000125 Over $250
Million of Average Net Assets
Minimum Annual Fee of $3,000 Per Portfolio
Security Transactions:
Book Entry Trades - $14.00
Physical Trades - $24.50
NOW Account Transactions- $ 8.00 (reduced from
$12)
We value your business and I trust that you can appreciate our commitment to
excellent quality service.
Very truly yours,
/s/ Xxxxxxx X. May
Xxxxxxx X. May,
Senior Vice President
RDM: 10/38
(81)
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT, dated as of the 12 day of July, 1993 made by and between The
Elite Group (the "Trust") a business trust operating as an open-end management
investment company, duly organized and existing under the laws of the
Commonwealth of Massachusetts, and Fund/Plan Services, Inc. (the "Company") a
corporation duly organized and existing under the laws of the State of Delaware.
WITNESSETH THAT:
WHEREAS, the Trust consists of two series of
portfolios, at present namely: The Elite Income Fund and The
Elite Growth & Income Fund (the "Funds").
WHEREAS, the Trust desires to appoint the Company as its 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
Funds as set forth in Section 3 of this Agreement (the "Accounts and Records")
and to perform certain other functions in connection with such accounts and
records; and
WHEREAS, the Company is willing to perform such
functions upon the terms and conditions set forth below; and
WHEREAS, the Trust will cause to be provided certain
information to the Company as set forth below; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The Trust shall promptly turn over to the Company such of
the Accounts and Records previously maintained by or for it as are necessary for
the Company to perform its functions under this Agreement. The Trust authorizes
the Company to rely on such Accounts and Records turned over to it and hereby
indemnifies and holds the Company, its successors and assigns, harmless of and
from any and all expenses, damages, claims, suits, liabilities, actions, demands
and losses whatsoever arising out of or in connection with any error, omission,
inaccuracy or other deficiency of such Accounts and Records or in the failure of
the Trust to provide any portion of such or to provide any information needed by
the Company to knowledgeably perform its functions.
(82)
The Company shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accounts
and Records delivered to the Company, to the extent such matters are disclosed
to the Company or are discovered by it and are relevant to its performance of
its functions under this Agreement, however, the Company expressly makes no
warranty or representation that any error, omission or deficiency can be
satisfactorily corrected. The Trust shall provide the Company with such
assistance as it may reasonably request in connection with its efforts to
correct such matters. The Trust agrees to pay the Company on a current and
ongoing basis for its reasonable time and costs expended on the correction of
such matters, said payment to be in addition to the fees and charges agreed to
for the normal services rendered under this Agreement.
Section 2. For purposes of this Agreement, the terms Oral Instructions
and Written Instructions shall mean:
Oral Instructions: The term Oral Instruction shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to the Company in person or by telephone, telegram, telecopy,
or other mechanical or documentary means lacking a signature, by a person or
persons believed in good faith by the Company to be a person or persons
authorized by a resolution of the Board of Trustees of the Trust, to give Oral
Instructions on behalf of the Funds.
Written Instructions: The term Written Instruction shall mean an
authorization, instruction, approval, item or set of data or information of any
kind transmitted to the Company in original writing containing original
signatures or a copy of such document transmitted by telecopy including
transmission of such signature believed in good faith by the Company 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 Funds.
The Trust shall file with the Company 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 it receives the necessary information from the Fund or
its agents by Written or Oral Instructions, the Company shall maintain and keep
current the following Accounts and Records relating to the business of the
Funds, in such form as may be mutually agreed to between the Trust and the
Company:
(83)
(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
()) Daily Trial Balance
(k) Portfolio Interest Receivable and
Income Journal
(1) Portfolio Dividend Receivable and
Income Register
(m) Listing of Portfolio Holdings -
showing cost, market value and
percentage of portfolio comprised
of each security.
The necessary information to perform the above functions and the calculation of
the Funds' net asset values as provided below, is to be furnished by Written or
Oral Instructions to the Company daily (in accordance with the time frame
identified in Section 8) prior to the close of trading on the New York Stock
Exchange.
Section 4. The Company shall perform the ministerial calculations necessary to
calculate the Funds' net asset values daily, in accordance with the Trust's
current Prospectus and utilizing the information described in this Section.
Portfolio items for which market quotations are available by the Company's use
of an automated financial information service ("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. 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.
The Company shall have no responsibility or liability for the accuracy of prices
quoted by such Service; for the accuracy of the information supplied by the
Trust; or for any loss, liability, damage, or cost arising out of any inaccuracy
of such data. The Company 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 the Company in usable form.
(84)
Section 5. For all purposes under this Agreement, the Company 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 Funds. 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 the
Company receives an Instruction, whether Written or Oral, to enter a portfolio
transaction on the records, the Trust shall cause the broker/dealer to send a
written confirmation to the Company. The Company 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 the Company is countermanded by a timely later Written
or Oral Instruction received by the Company prior to acting upon such
countermanded Instruction, the Company shall act upon such later Written or Oral
Instruction. The sole obligation of the Company with respect to any follow-up or
confirmatory Written Instruction, Oral Instruction in documentary or written
form, or broker/dealer written confirmation 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, and to the extent
such action requires the Company to act the Trust shall give the Company
specific Written Instruction as to the action required.
Section 6. The Trust shall cause the Funds' Custodian to forward to the Company
a daily statement of cash and portfolio transactions and, at the end of each
month, the Trust shall cause the Funds' Custodian to forward to the Company a
monthly statement of portfolio transactions, which will be reconciled with the
Company's Accounts and Records maintained for the Funds. The Company will report
any discrepancies to the Custodian, and report any unreconciled items to the
Trust.
Section 7. The Company shall promptly supply daily and periodic reports of the
Funds as requested by the Trust and agreed upon by the Company.
Section 8. The Trust shall provide and shall require each of its agents
(including without limitation its Transfer Agent and its Custodian) to provide
the Company 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 the Company by 11:00 AM Eastern Time the next following business
day) containing all data and information necessary for the Company to maintain
the Funds' Accounts and Records and the Company may conclusively assume that the
information it receives by Written or Oral Instructions is complete and
accurate. The Trust is responsible to provide or cause to be provided to the
Company reports of share purchases, redemptions, and total shares outstanding on
the next business day after each net asset valuation.
(85)
Section 9. The Accounts and Records, in the agreed upon format, maintained by
the Company 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 Rule 31a-2 under the Investment Company Act of 1940, as amended.
The Company 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
Funds' Accounts and Records but shall be reimbursed for all expenses and
employee time invested in any such review of the Funds' Accounts and Records
outside of routine and normal periodic review and audits. Upon receipt from the
Trust of the necessary information, the Company shall supply the necessary data
for the Trust or accountant's completion of any necessary tax returns,
questionnaires, periodic reports to Shareholders and such other reports and
information requests as the Trust and the Company shall agree upon from time to
time.
Section 10. In case of any request or demand for the inspection of the Share
records of the Funds, Company, as Accounting Services Agent, shall endeavor to
notify the Trust and to secure instructions as to permitting or refusing such
inspection. However, Company may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure to do
so.
Section 11. The Company and the Trust may from time to time adopt such
procedures as they agree upon in writing, and the Company may conclusively
assume that any procedure approved by the Trust or directed by the Trust, does
not conflict with or violate any requirements of its Prospectus, Declaration of
Trust, By-Laws, or any rule or regulation of any regulatory body or governmental
agency. The Trust shall be responsible for notifying the Company of any changes
in regulations or rules which might necessitate changes in the Company's
procedures, and for working out with the Company such changes.
Section 12. (a) The Company, its directors, officers, employees, shareholders,
and agents shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Trust in connection with the performance of this
Agreement, except losses resulting from willful misfeasance, bad faith or gross
negligence on the part of the Company in the performance of its obligations and
duties under this Agreement.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of the Company, who may be or become an officer, trustee,
employee or agent of the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with the Company's duties hereunder), to be rendering such services
to or acting solely for the Trust and not as a director, officer, employee,
shareholder or agent of, or one under the control or direction of the Company
even though paid by it.
(86)
(c) Notwithstanding any other provision of this Agreement, the
Trust shall indemnify and hold harmless the Company, 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 the Company may sustain or incur or which may be asserted
against the Company by any person by reason of, or as a result of: (i) any
action taken or omitted to be taken by the Company in good faith hereunder; (ii)
in reliance upon any certificate, instrument, order or stock certificate or
other document reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized person, upon the Oral
Instructions or Written Instructions of an authorized person of the Trust or
upon the opinion of legal counsel for the Trust or its own counsel; or (iii) any
action taken or omitted to be taken by the Company in connection with its
appointment in good faith 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. However, indemnification under this
subparagraph shall not apply to actions or omissions of the Company or its
directors, officers, employees, shareholders, or agents in cases of its or their
own negligence, willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
(d) The Company shall give written notice to the Trust within
ten (10) business days of receipt by the Company of a written assertion or claim
of any threatened or pending legal proceeding which may be subject to this
indemnification. However, the failure to notify the Trust of such written
assertion or claim shall not operate in any manner whatsoever to relieve the
Trust of any liability arising from this Section or otherwise, except to the
extent failure to give notice prejudices the Trust.
(e) For any legal proceeding giving rise to this
indemnification, the Trust shall be entitled to defend or prosecute any claim in
the name of the Company at its own expense and through counsel of its own
choosing if it gives written notice to the Company within ten (10) business days
of receiving notice of such claim. Notwithstanding the foregoing, the Company
may participate in the litigation at its own expense through counsel of its own
choosing. If the Trust does choose to defend or prosecute such claim, then the
parties shall cooperate in the defense or prosecution thereof and shall furnish
such records and other information as are reasonably necessary.
(f) The Trust shall not settle any claim without the Company's
express written consent which shall not be unreasonably withheld. The Company
shall not settle any claim without the Trust's express written consent which
shall not be unreasonably withheld.
(87)
Section 13. All financial data provided to, processed by, and reported
by the Company under this Agreement shall be stated in United States dollars.
The Company shall have no obligation to convert to, equate, or deal in foreign
currencies or values, and expressly assumes no liability for any currency
conversion or equation computations relating to the affairs of the Trust.
Section 14. The Trust agrees to pay Company compensation for its
services and to reimburse it for expenses, as set forth in Schedule B attached
hereto, or as shall be set forth in amendments to such Schedule approved by the
Trust and the Company. The Trust authorizes the Company to debit the Funds'
Custody accounts for invoices which are rendered for the services performed for
the accounting agent function. The invoices for the service will be sent to the
Trust after the debiting with the indication that payment has been made.
Section 15. Nothing contained in this Agreement is intended to or
shall require the Company, 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. Not withstanding the
foregoing, the Company shall compute the net asset value of each Fund on each
day required pursuant to Rule 22c-1 promulgated under the Investment Company Act
of 1940, as amended.
Section 16. (a) The term of this Agreement shall be for a period of
three (3) years, commencing on the date hereof and shall continue in force from
year to year thereafter, but only so long as such continuance is approved, (1)
by the Company, (2) by vote, cast in person at a meeting called for the purpose,
of a majority of the Trust's Trustees who are not parties to this Agreement or
interested persons (as defined in the Act) of any such party, and (3) by vote of
a majority of the Trust's Board of Trustees or a majority of the Trust's
outstanding voting securities.
(b) The fee schedule will be fixed for a two (2) year period
from the date of the Agreement. After the two (2) year period, the fee will be
subject to annual review.
(c) The Trust or the Company 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, not less than one hundred twenty (120) days
after the giving of the notice. Upon the effective termination date, the Trust
shall pay to the Company such compensation as may be due as of the date of
termination and shall likewise reimburse the Company for any out-of-pocket
expenses and disbursements reasonably incurred by the Company to such date.
(88)
(d) In the event that in connection with termination of this
Agreement a successor to any of the Company's duties or responsibilities under
this Agreement is designated by the Trust by written notice to the Company, the
Company shall, promptly upon such termination and at the expense of the Trust,
transfer all Required Records and shall cooperate in the transfer of such duties
and responsibilities.
(e) The Trust acknowledges that in order for the Company to
perform the services contemplated hereunder, Company has made and will make
significant investments of time and money. If this Agreement is terminated for
reasons other than a material breach by the Company prior to the expiration of
the initial term of this Agreement, the Trust will pay the Company ten percent
(10%) of the minimum fees remaining for the unexpired term of 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:
The Elite Group
0000 XXX Xxxxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. XxXxxxxxx,
President
If to the Company:
Fund/Plan Services, Inc.
0 Xxxx Xxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx,
President
Section 18. This Agreement may be amended from time to time by
supplemental agreement executed by the Trust and the Company and the
compensation stated in Schedule B attached hereto may be adjusted accordingly as
mutually agreed upon.
Section 19. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
Section 20. This Agreement sets forth the entire understanding of the
parties with respect to the provisions contemplated hereby, and supersedes any
and all prior agreements, arrangements and understandings relating to such
services.
(89)
Section 21. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original agreement but such counterparts
shall together constitute but one and the same instrument.
Section 22. No provision of this Agreement may be amended or modified, in
any manner nor will any such modification be binding except by a written
agreement properly authorized and executed by both Fund/Plan and New
Alternatives
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers and their corporate seals hereunto duly affixed
and attested, as of the day and year first above written:
ATTEST THE ELITE GROUP
___/s/________________________________ By: /s/
Xxxxxxx XxXxxxxxx
Name: Xxxxxxx
XxXxxxxxx
Title: President
ATTEST FUND/PLAN SERVICES,INC.
/s/ Xxxxx X. Xxxxx
By: /s/ Xxxxx X.
Xxxxxxxx
Xxxxx X.
Xxxxxxxx
Title: President
(90)
SCHEDULE A
ACCOUNTING SERVICES UNIT
BASIC ASSUMPTIONS FOR THE ELITE GROUP
The Elite Income Fund
The Elite Growth & Income Fund
The Fund/Plan Accounting Services Unit (ASU) is pleased to offer The Elite
Group ("Elite") (the "Fund") the comprehensive level of service necessary for
proper portfolio accounting and valuation.
The Accounting Fees as proposed, are based on certain assumptions made
upon review of the Fund's November 19, 1991 Prospectus and Statement of
Additional Information, September 30, 1992 Annual Report, as well as trade
volumes and account information of October and November, 1992 as well as
discussions with and information received from Xxxxxxx XxXxxxxxx. To the extent
these assumptions and requirements should change, fee revisions may be
necessary.
Basic Assumptions
1) The Fund's Administrator will complete all necessary prospectus and
compliance reports (Sub-Chapter "M"), as well as monitoring of the various
limitations and restrictions.
2) The Fund's security trading activity will remain comparable to the statistics
identified by Xxxxxxx XxXxxxxxx, i.e., which approximate October and November
1992 volumes for each Fund.
3) The number of securities and portfolio asset composition in each Fund will
remain comparable to that identified by the 11/30/92 portfolio investments.
4) Each 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.
To the extent tax accounting for certain securities differs from the book
accounting, it will be done by the Fund's Administrator or the Fund's
Independent Accountant. We would recommend book/tax differences be
minimized.
5) The Fund would foresee no difficulty in using Fund/Plan's standard current
pricing agents for domestic equity, bond and ADR securities. We currently
use Quotron Systems, Inc. for domestic equities and listed ADR's, and
Xxxxxx Data Corporation for bonds.
It is assumed that the Accounting Unit will work closely with Elite to
ensure the accuracy of the Funds' NAV, and to obtain the most satisfactory
pricing sources and specific methodologies prior to the actual conversion
date.
(91)
6) To the extent the Fund requires dally security prices
(limited in number) from specific brokers for domestic
securities, these manual prices will be obtained by the
Fund's Investment Advisors (or brokers) and faxed to ASU by
approximately 4:00 PM Eastern time for inclusion in the NAV
calculations. Elite will supply ASU with the appropriate
pricing contacts for these manual quotes.
Based on our current clients' experience, we believe the Fund's Investment
Advisor will have better success in obtaining accurate and timely broker
quotes on a more consistent basis than Fund/Plan Services.
7) To the extent the Fund should ever purchase/hold open-end registered
investment companies (RIC's), procedural discussions should take place
between ASU and Fund management clarifying the appropriate pricing and
dividend rate sources. Depending on the methodologies selected by the
Fund, additional fees may apply.
8) ASU will supply dally Portfolio Valuation Reports (via fax) to the Fund's
Investment Advisor or manager identifying current security positions,
original/amortized cost, security market values and changes in unrealized
appreciation/depreciation.
It will be the responsibility of the Fund's Investment Advisor to review
these reports and to promptly notify ASU of any possible problems, trade
discrepancies, incorrect security prices, or corporate action/capital
change information discrepancies that could result in a misstated Fund
NAV.
9) The Fund does not expect to invest in Futures or Foreign
(non-US dollar denominated) Securities. 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. (Advance
notice is requested should the Fund commence trading in
these investments.)
10) It is assumed for all debt issues that the Advisor will
supply the Accounting Unit with critical income information
such as accrual methods, interest payment frequency
details, coupon payment dates, floating rate reset dates,
and complete security descriptions with issue types and
cusip numbers. If applicable, for proper income accrual
accounting, ASU will look to the Fund's Advisor to supply
PSA and related cash flow models for the
mortgage/asset-backed securities and lO/PO positions held
in the Fund.
(92)
11) It is assumed that the custodian will provide the
Accounting Unit with daily custodian statements reflecting
all prior day cash activity on behalf of each portfolio by
8:30 AM Eastern time. Complete and clear descriptions of
any postings, inclusive of cusip numbers, interest/dividend
payment dates, capital stock details, expense
authorizations, beginning/ending balances, etc. will be
provided by the custodian's reports or system.
12) It is assumed that the custodian will handle and report on
all settlement problems, failed trades and resolve
unsettled dividends/interest/paydowns and capital changes.
Additionally, the custodian will process all applicable
capital change paperwork based upon advice from Elite. ASU
will supply segregated Trial Balance reporting and
supplemental reports to assist in this process.
13) With respect to Mortgage/Asset-Backed securities such as
GNMA's, FHLMC's, FNMA's, CMO's, ARM's, etc., the Custodian
(or a client supplied source) will provide ASU with current
principal repayment factors on a timely basis in accordance
with the appropriate securities' schedule. Income accrual
adjustments (to the extent necessary) based upon initial
estimates will be completed by ASU when actual
principal/income payments are collected by the Custodian.
14) To the extent applicable, Accounting will maintain US dollar denominated
qualified covered call options and index options reporting on the daily
Trial Balance and value the respective options and underlying positions
daily. To the extent tax classifications are required, they will be done
by the Fund's Administrator or Independent Accountant.
15) To the extent the Fund should establish a Line of Credit in
segregated accounts with the custodian for temporary
administrative purposes, and/or leveraging/hedging the
portfolio, the investment advisor will complete the
appropriate paperwork/monitoring for segregation of assets
and adequacy of collateral. Accounting will reflect
appropriate Trial Balance account entries and interest
expense accrual charges on the daily Trial Balance
adjusting as necessary at month-end.
16) The Fund does not currently expect to participate in Security Lending,
Leveraging, Precious Metals, or Short Sales within their portfolio
securities. To the extent they do so in the future, additional fees will
apply.
17) Fund management will supply ASU with portfolio specific expense accrual
procedures and monitor the expense accrual balances for adequacy based on
outstanding liabilities monthly. The Fund's Administrator will promptly
communicate to the Accounting Unit any adjustments needed.
(93)
18) Specific deadlines and complete Fund supplied information will be
identified for all security trades in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.
Trade Authorization Forms, with the appropriate officer's signature,
should be faxed to the ASU on all security trades placed by the Fund no
later than settlement date by 11:30 AM Eastern time for money market
issues (It is assumed trade date equals settlement date for money market
issues.), and by 11:30 AM Eastern time on trade date plus one for
non-money market securities. Receipt of trade information within these
identified deadlines may be via telex, fax, or on-line system access.
Money market trades can be communicated directly to the Custody
Administrator by the investment advisor. The Custody Administrator will
then supply ASU with the trade details in accordance with the above stated
deadlines.
CUSIP numbers and/or ticker symbols for all US dollar denominated trades
will be supplied by the Investment Advisor via the Trade Authorization. If
appropriate, Accounting will supply the investment advisor with
recommended trade ticket documents to minimize receipt of incomplete
information. We would find it difficult to be responsible for NAV changes
that resulted from incomplete information about a trade.
19) To the extent Elite utilizes Purchases In-Kind as a method
for shareholder subscriptions, ASU will provide Elite with
recommended procedures to properly handle and process
security in-kinds. Should Elite prefer procedures other
than those provided by Fund/Plan Services, additional fees
may apply. (Discussions must take place in advance between
Fund/Plan Services and Elite to clarify the appropriate
In-Kind operational procedures to be followed.)
20) As described on the Fee Schedule, ASU will perform the SEC Yield on a
monthly basis for the Elite Income Fund only. It is assumed that the
Fund's Investment Advisor or Administrator will complete the applicable
performance, and rate of return calculations as required by the SEC for
the Fund.
21) With respect to amortization and accretion requirements for the debt
issues in the Fund, the ASU Investment Accounting System (IAS) offers a
very comprehensive and fully automated level of support. We are capable of
reflecting market discounts and acquisition premiums either utilizing the
straight-line or yield-to- maturity (scientific) method.
(94)
It is extremely important that the Fund's requirements and proper
amortization procedures be clarified prior to conversion. ASU, Fund
management, and the Fund's independent accountant should review
pre-conversion system reports to ensure that IAS calculated amortization
amounts are in agreement with any schedules prepared by the auditors for
all appropriately held debt issues as of the date last calculated.
It is assumed that the Fund will not hold any issues with Original Issue
Discounts (OID). It is our position that OID is a tax requirement and, as
such, not necessarily reflected on the books of the Fund. ASU's current
clients have not required any OID support. To the extent the Fund should,
in the future, own securities with OID, it is expected that the Fund's
auditors will complete the necessary OID adjustments for financial
statements and/or tax reporting.
22) The Fund is not currently expected to issue separate classes of shares. To
the extent they do so, additional fees will be negotiated.
(95)
SCHEDULE A
ACCOUNTING SERVICES UNIT
ACCOUNTING & PORTFOLIO VALUATION SERVICES FOR
THE ELITE GROUP
The Elite Income Fund
The Elite Growth & Income Fund
Daily Accounting Services
1) Calculate Net Asset Value Per Share:
o Update the daily market value of securities held by
the Fund using Fund/Plan
Services' standard agent for pricing domestic equity
and bond securities. The
standard equity pricing service is Quotron Systems,
Inc. and Xxxxxx Data
Corporation is used for bond prices.
o If necessary, enter manual prices supplied by client
and/or broker.
o Prepare NAV proof sheet. Review components of change
in NAV for
reasonableness.
o Review variance reporting on-line and in hard copy
for price changes in
individual securities using variance levels
established by client. Verify US dollar
security prices exceeding variance levels by
notifying client and pricing sources
of noted variances.
o Review for ex-dividend items indicated by pricing
sources; trace to general ledger
for agreement.
o Communicate required pricing information (NAV) to
Elite, Transfer Agent and,
electronically, to NASDAQ.
2) Determine and Report Cash Availability to Fund by 9:30 AM
Eastern Time:
o Receive daily cash and transaction statements from
the Custodian by 8:30 AM
Eastern time.
o Receive daily shareholder activity reports from the
Fund's Transfer Agent by
8:30 AM Eastern time.
o Fax hard copy Cash Availability calculations with all details to client.
o Supply client with 5-day cash projection report.
o Prepare and complete daily bank cash reconciliations
including documentation of
any reconciling items and notify the custodian/Elite.
3)Reconcile and Record All Daily Expense Accruals:
o Accrue expenses based on client supplied budget
either as percentage of Fund's net assets or specific
dollar amounts.
o If applicable, monitor expense limitations
established by Elite.
o If applicable, accrue daily amortization of
organizational expense.
o If applicable, complete daily accrual of l2~)l
expenses.
(96)
4) Verify and Record All Daily Income Accruals for Debt Issues:
Review and verify all system generated Interest and Amortization
reports. Establish unique security codes for bond issues to
permit segregated Trial Balance income reporting.
5) Monitor Domestic Securities Held for Cash Dividends.
corporate actions and capital
changes such as splits, mergers, spinoffs, etc. and
process appropriately.
o Monitor electronically received information from
Xxxxxx Data Corporation for all domestic securities.
o Review current daily security trades for dividend
activity.
o Interface with Custodian to monitor timely
collection and postings of corporate
actions and dividends.
6) Enter All Security Trades on Investment Accounting System
(IAS) based on written
instructions from Elite or custodian.
o Review system verification of trade and interest
calculations.
o Verify settlement through the Custodian statements.
o Maintain security ledger transaction reporting.
o Maintain tax lot holdings.
o Determine realized gains or losses on security
trades.
o Provide complete broker commission reporting.
7) Enter All Fund Share Transactions on lAS:
o Process activity identified on the Transfer Agent
reports.
o Verify settlement through the Custodian statements.
o Reconcile to the Fund/Plan Services' Transfer Agent
report balances.
8) Prepare and Reconcile/Prove Accuracy of the Daily Trial
Balance (listing all asset,
liability, equity, income and expense accounts)
o Post manual entries to the general ledger.
o Post custodian bank activity.
o Post shareholder and security transactions.
o Post and verify system generated activity, i.e.,
income and expense accruals.
o Prepare general ledger net cash proof used in NAV
calculation.
9) Review and Reconcile With Custodian Statements:
o Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. (Discrepancies will be reported to
and resolved by the Custodian.)
o Post all cash settlement activity to the Trial
Balance.
o Reconcile to ending cash balance accounts.
o Clear IAS subsidiary reports with settled amounts.
o Track status of past due items and failed trades
handled by the Custodian.
10) Submission of Daily Accounting Reports to Elite:
(Additional reports readily available.)
o Trial Balance
o Portfolio Valuation (listing inclusive of holdings, costs, market
values, unrealized appreciation/depreciation and percentage of
portfolio comprised of each security).
o NAV Calculation Report
o Cash Availability
o 5-Day Cash Projection Report
Monthly Accounting Services
(97)
1) Full Financial Statement Preparation (automated Statements of Assets and
Liabilities, of Operations and of Changes in Net Assets) and submission to
client by 10th business day.
2) Submission of Monthly Automated IAS Reports to Fund:
o Security Purchase/Sales Journal
o Interest and Maturity Report
o Brokers Ledger (Commission Report)
o Security Ledger Transaction Report with Realized
Gains/Losses
o Security Ledger Tax Lot Holdings Report
o Additional reports available upon request.
3) Reconcile Accounting Asset Listing to Custodian Asset
Listing
Report any security balance discrepancies to the
custodian/Elite.
4) Provide Monthly Analysis and Reconciliation of
Additional Trial Balance Accounts,
such as:
o Security cost and realized gains/losses
o Interest/dividend receivable and income
o Payable/receivable for securities purchased and sold
o Payable/receivable for fund shares; issued and
redeemed
o Expense payments and accruals analysis
5) If Appropriate. Prepare and Submit to Elite:
o SEC yield reporting (non-money market funds with
domestic and ADR securities
only).
o Income by state reporting
o Standard Industry Code Valuation Report
o Alternative Minimum Tax Income segregation schedule
Annual (and Semi-Annual) Accounting Services
1) Assist and supply auditors with schedules supporting securities and
shareholder transactions, income and expense accruals, etc. during the
year in accordance with standard audit assistance requirements.
2) Provide NSAR Repovtn2 (Accountin~ Ouestions): If applicable, answer the
following items: 2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43,
53, 55, 62, 63, 64B, 71, 72, 73, 74, 75, 76
(98)
SCHEDULE B
FEE SCHEDULE FOR
THE ELITE GROUP OF FUNDS
(All fees are quoted for a period of 90 days and will be for a
term of two (2)
years from date of conversion.)
FUND ACCOUNTING AND PORTFOLIO VALUATION FEES:
(US Dollar Denominated Securities Only)
I.A. Elite Growth & Income Fund
Annual Fee Schedule Per Portfolio: (1/12th payable
monthly)
$36,000 Minimum to $ 20 Million of Average
Net Assets
.0004 On Next $ 40 Million of Average Net
Assets
.0003 On Next $ 50 Million of Average Net
Assets
.0001 Over $110 Million of Average Net
Assets
B. Elite Income Fund
Annual Fee Schedule Per Portfolio: (1/12th
payable monthly)
$12,000 Minimum to $ 20
Million of Average Net Assets
.0004 On Next $ 40 Million of Average Net
Assets
.0003 On Next $ 50 Million of Average Net
Assets
.0001 Over $110 Million of Average Net
Assets
This schedule is based on the assumption that Fund/Plan Services, Inc. will
provide Fund Accounting to the two portfolios described above. If the status of
either of these portfolios changes, it will be necessary to revise the fee
schedule.
It is assumed that the Fund's Administrator will complete all necessary
Sub-Chapter "M" compliance reports, as well as monitoring of the various
Prospectus limitations and restrictions.
II. Pricing Service Quotation Fee: (Based on individual Cusip
or security identification numbers.)
A) Xxxxxx Data Corporation * (if applicable)
* Based on current vendor costs, subject to change.
GNMA Quotes $ .25 per Quote
per Bond
Government/Corporate Short &
Long Term Quotes $ .50 per Quote
per Bond
Tax-Exempt Short & Long Term Quotes$ .55 per Quote
per Bond
Tax-Exempt Variable Rate Change
Information $ .55 per Rate
Change per Issue
Minimum Weekly File Transmission is Assumed
July 9, 1993 Page #1 Fund/Plan Services, Inc.
(99)
Fee Schedule - Page #2
The Elite Group of Funds
There will be no charge for the domestic dividend and capital change
information transmitted daily to Fund/Plan Services from Xxxxxx Data
Corporation.
B) Quotron Systems, Inc.
There will be no charge for the domestic security prices supplied by
Quotron Systems, Inc.
III. SEC Yield
Calculation:
(There will be no charge for monthly SEC Yield Calculation for
the Elite Income Fund.)
Provide up to 12 reports per year for the Elite Income Fund to
reflect the yield calculations for non-money market funds required by the
SEC. (US dollar denominated securities only).
OUT-OF-POCKET EXPENSES
The Funds will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including telephone, postage, telecommunications, special reports,
record retention, unusual expenses incurred while establishing viable agreements
between the Funds and Fund/Plan Services, etc. The cost of copying and sending
materials to auditors for off-site audits will be an additional expense.
ADDITIONAL SERVICES
To the extent the Funds commence using investment techniques such as Security
Lending, Short Sales, Futures, Leveraging, Precious Metals and/or foreign
trading, additional fees will apply.
Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Funds should
decide to issue multiple/separate classes of shares, additional fees will apply.
Any enhanced services or reports will be quoted upon request.
July 9, 1993 Page #2 Fund/Plan Services, Inc.
(100)
POWERS OF ATTORNEY
(101)
THE ELITE GROUP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer
and/or trustee of the Elite Group hereby appoints Xxxxxxx X. XxXxxxxxx his
true and lawful attorney to execute in his name, place and xxxxx and on his
behalf a registration statement on Form N-lA for the registration, pursuant
to the Securities Act of 1933 and the Investment Company Act of 1940, of
said Trust's shares of beneficial interest, and any and all amendments to
said Registration Statement (including post-effective amendments) , and all
instruments necessary or incidental in connection therewith and to file the
same with the U.S. Securities and Exchange Commission. Said attorney shall
have full power and authority to do and perform in the name and on behalf
of the undersigned every act whatsoever requisite or desirable to be done
in the premises, as fully and to all intents arid purposes as the
undersigned might or could do, the undersigned hereby ratifying arid
approving all such acts of such attorney.
IN WITNESS WHEREOF, the undersigned has
executed this instrument this
30 day of October 1992.
/s/ Xxxx Xxxxxx
/s/ Xxxx Xxxxxxxxxx
Witness
Signature
Xxxx
Xxxxxxxxxx
Name
(102)
TIlE ELITE GROUP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer
and/or trustee of the Elite Group hereby appoints Xxxxxxx X. XxXxxxxxx his
true and lawful attorney to execute in his name, place and xxxxx and on his
behalf a registration statement on Form N-lA for the registration, pursuant
to the Securities Act of 1933 and the Investment Company Act of 1940, of
said Trust's shares of beneficial interest, and any and all amendments to
said Registration Statement (including post-effective amendments) , and all
instruments necessary or incidental in connection therewith and to file the
same with the U.S. Securities and Exchange Commission. Said attorney shall
have full power and authority to do and perform in the name and on behalf
of the undersigned every act whatsoever requisite or desirable to be done
in the premises, as fully and to all intents arid purposes as the
undersigned might or could do, the undersigned hereby ratifying arid
approving all such acts of such attorney.
IN WITNESS WHEREOF, the undersigned has
executed this instrument this
18 day of September 1990.
/s/ Xxxx X.Xxxxxx /s/
Xxxxxx X. X'Xxxxx Witness
Signature
Xxxxxx X.
X'Xxxxx
Name
(103)
TIlE ELITE GROUP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer
and/or trustee of the Elite Group hereby appoints Xxxxxxx X. XxXxxxxxx his
true and lawful attorney to execute in his name, place and xxxxx and on his
behalf a registration statement on Form N-lA for the registration, pursuant
to the Securities Act of 1933 and the Investment Company Act of 1940, of
said Trust's shares of beneficial interest, and any and all amendments to
said Registration Statement (including post-effective amendments) , and all
instruments necessary or incidental in connection therewith and to file the
same with the U.S. Securities and Exchange Commission. Said attorney shall
have full power and authority to do and perform in the name and on behalf
of the undersigned every act whatsoever requisite or desirable to be done
in the premises, as fully and to all intents arid purposes as the
undersigned might or could do, the undersigned hereby ratifying arid
approving all such acts of such attorney.
IN WITNESS WHEREOF, the undersigned has
executed this instrument this
18 day of September 1990.
/s/ Xxxx X. Xxxxxxx /s/ Xxxx X.
Xxxxxx
Witness Signature
Xxxx
X Xxxxxx
Name
(104)
TIlE ELITE GROUP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer
and/or trustee of the Elite Group hereby appoints Xxxxxxx X. XxXxxxxxx his
true and lawful attorney to execute in his name, place and xxxxx and on his
behalf a registration statement on Form N-lA for the registration, pursuant
to the Securities Act of 1933 and the Investment Company Act of 1940, of
said Trust's shares of beneficial interest, and any and all amendments to
said Registration Statement (including post-effective amendments) , and all
instruments necessary or incidental in connection therewith and to file the
same with the U.S. Securities and Exchange Commission. Said attorney shall
have full power and authority to do and perform in the name and on behalf
of the undersigned every act whatsoever requisite or desirable to be done
in the premises, as fully and to all intents arid purposes as the
undersigned might or could do, the undersigned hereby ratifying arid
approving all such acts of such attorney.
IN WITNESS WHEREOF, the undersigned has
executed this instrument this
18 day of September 1990.
/s/ Xxxx X. Xxxxxx /s/
Xxxx X. Xxxxxxx
Witness
Signature
Xxxx X.
Xxxxxxx
Name
(105)
