Exhibit 8
FUND ACCOUNTING AGREEMENT
AGREEMENT made as of this 25th day of October, 2004 by and between Opus
Investment Trust, a Massachusetts business trust having its principal place of
business at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter
called the "Fund") and The Bank of New York, a New York corporation authorized
to do a banking business, having its principal place of business at Xxx Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the "Bank").
WITNESSETH:
In consideration of the mutual agreements herein contained, the Fund and the
Bank hereby agree as follows:
1. The Fund hereby appoints the Bank to perform the duties hereinafter set
forth.
2. The Bank hereby accepts appointment and agrees to perform the duties
hereinafter set forth.
3. Subject to the provisions of paragraphs 4 and 5 below, the Bank shall
compute the net asset value per share of each Series of shares listed on
Schedule I hereto (the "Series") of the Fund and shall value the securities held
by the Fund (the "Securities") at such times and dates and in the manner
specified in the then currently effective Prospectus and Statement of Additional
Information (the "Prospectus") of the Fund, except that notwithstanding any
language in the Prospectus, in no event shall the Bank be required to determine,
or have any obligations with respect to, whether a market price represents any
fair or true value, nor to adjust any price to reflect any events or
announcements, including, without limitation, those with respect to the issuer
thereof, it being agreed that all such determinations and considerations shall
be solely for the Fund. In addition, the Bank shall provide daily dividend
calculation and distribution services for any Series that is a money market
fund, subject to approval and direction by the Fund.
4. To the extent valuation of Securities or computation of a Series' net
asset value as specified in the Fund's then currently effective Prospectus is at
any time inconsistent with any applicable laws or regulations, the Fund shall
immediately so notify the Bank in writing and thereafter shall either furnish
the Bank at all appropriate times with the values of such Securities and each
Series' net asset value, or subject to the prior approval of the Bank (which
approval shall not be unreasonably withheld), instruct the Bank in writing to
value Securities and compute each Series' net asset value in a manner which the
Fund then represents in writing to be consistent with all applicable laws and
regulations. The Fund may also from time to time, subject to the prior approval
of the Bank, instruct the Bank in writing to compute the value of the Securities
or a Series' net asset value in a manner other than as specified in paragraph 3
of this Agreement. By giving such instruction, the Fund shall be deemed to have
represented that such instruction is consistent with all applicable laws and
regulations and the then currently effective Prospectus of the Fund. The Fund
shall have sole responsibility for determining the method of valuation of
Securities and the method of computing each Series' net asset value.
5. The Fund shall furnish the Bank with any and all instructions,
explanations, information, specifications and documentation deemed necessary by
the Bank in the performance of its duties hereunder, including, without
limitation, the amounts or written formula for calculating the amounts and times
of accrual of Fund liabilities and
expenses. The Bank shall not be required to include as Fund liabilities and
expenses, nor as a reduction of net asset value, any accrual for any federal,
state, or foreign income taxes unless the Fund shall have specified to the Bank
the precise amount of the same to be included in liabilities and expenses or
used to reduce net asset value. The Fund shall also furnish the Bank with bid,
offer, or market values of Securities if the Bank notifies the Fund that same
are not available to the Bank from a security pricing or similar service
utilized, or subscribed to, by the Bank and approved by the Board of Trustees
which the Bank in its judgment deems reliable at the time such information is
required for calculations hereunder. At any time and from time to time, the Fund
also may furnish the Bank with bid, offer, or market values of Securities and
instruct the Bank to use such information in its calculations hereunder. The
Fund shall notify the Bank from time to time in writing of the securities
pricing or similar services approved and authorized by the Fund's Board of
Trustees with respect to the Fund which the Bank may use in connection with the
services provided by the Bank to the Fund under this Agreement.
6. The Bank shall promptly advise the Fund, the Fund's custodian, the
Fund's transfer agent, and such other persons as the Fund and the Bank may
mutually agree upon, of the net asset value of each Series upon completion of
the computations required to be made by the Bank pursuant to this Agreement.
7. The Bank shall, as agent for the Fund, maintain and keep current the
books, accounts and other documents, if any, listed in Appendix A hereto and
made a part hereof, as such Appendix A may be amended from time to time, and
preserve any such books, accounts and other documents in accordance with the
applicable provisions of Rule 31a-2 of the General Rules and Regulations under
the Investment Company Act of 1940, as amended (the "Rules"). Such books,
accounts and other documents shall be made available upon reasonable request for
inspection by officers, employees and auditors of the Fund and the Securities
and Exchange Commission during the Bank's normal business hours and otherwise
treat as confidential all books, accounts and other documents relative to the
Fund and its shareholders; except the Bank may disclose the same to its internal
and external accountants, auditors and counsel as applicable, its regulators,
and to any other person or entity when it is advised by its counsel that it
could be liable for a failure to do so when requested to divulge such
information by duly-constituted authorities or court process.
8. All records maintained and preserved by the Bank pursuant to this
Agreement which the Fund is required to maintain and preserve in accordance with
the above-mentioned Rules shall be and remain the property of the Fund and shall
be surrendered to the Fund promptly upon request in the form in which such
records have been maintained and preserved. Upon reasonable request of the Fund,
the Bank shall provide in hard copy or on micro-film, whichever the Bank shall
elect, any records included in any such delivery which are maintained by the
Bank on a computer disc, or are similarly maintained, and the Fund shall
reimburse the Bank for its expenses of providing the same.
9. The Bank, in performing the services required of it under the terms of
this Agreement, shall be entitled to reasonably rely fully on the accuracy and
validity of any and all instructions, explanations, information, specifications
and documentation furnished to it by the Fund and shall have no duty or
obligation to review the accuracy, validity or propriety of such instructions,
explanations, information, specifications or documentation, including, without
limitation, (i) evaluations of Securities; (ii) the amounts or formula for
calculating the amounts and times of accrual of Fund liabilities and expenses;
and (iii) the amounts receivable and the amounts payable on
2
the sale or purchase of Securities. In the event the Bank's computations
hereunder rely, in whole or in part, upon information, including, without
limitation, bid, offer or market values of Securities or other assets, or
accruals of interest or earnings thereon, from a pricing or similar service
utilized, or subscribed to, by the Bank which the Fund's Board of Trustees have
approved and which the Bank in its judgment deems reliable, the Bank shall not
be responsible for, under any duty to inquire into, or deemed to make any
assurances with respect to, the accuracy or completeness of such information,
nor shall the Bank be required to determine, or have any obligations with
respect to, whether a market price represents any fair or true value, nor to
adjust any price to reflect any events or announcements, including, without
limitation, those with respect to the issuer thereof. In the event that the Bank
receives any document, information, direction, instruction, either written or
oral, which includes an error or discrepancy, the Bank shall endeavor to notify
the relevant Fund of the same, but the Bank shall incur no liability whatsoever
for not providing such notice or for not discovering or identifying such error
or discrepancy, whether or not such failure to discover, identify or give notice
is contrary to the Bank's standard of care, it being agreed by the Fund and the
Bank that the responsibility and liability for the same is solely that of the
person or entity producing the discrepancy or error and the Bank is assuming no
duty or obligation with respect to such errors or discrepancies.
10. The Bank shall not be required to inquire into any valuation of
Securities or other assets by the Fund or any third party described in preceding
paragraph 9 hereof, even though the Bank in performing services similar to the
services provided pursuant to this Agreement for others may receive different
valuations of the same or different securities of the same issuers.
11. The Bank, in performing the services required of it under the terms of
this Agreement, shall not be responsible for determining whether any interest
accruable to the Fund is or will be actually paid, but will accrue such interest
until otherwise instructed by the Fund.
12. The Bank shall not be responsible or liable for any failure or delay in
the performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; epidemics; riots; interruptions, loss,
or malfunctions of utilities, computer (hardware or software) or communication
services; accidents; labor disputes; acts of civil or military authority or
governmental actions. Nor shall the Bank be responsible for delays or failures
to supply the information or services specified in this Agreement where such
delays or failures are caused by the failure of any person(s) other than the
Bank to supply any instructions, explanations, information, specifications or
documentation reasonably deemed necessary by the Bank in the performance of its
duties under this Agreement, except that if the Bank is not maintaining the
back-up systems and disaster recovery capabilities required by its regulators it
may not invoke this clause to excuse any delay or non-performance which would
have been avoided if it were.
13. No provision of this Agreement shall prevent the Bank from offering
services similar or identical to those covered by this Agreement to any other
corporations, associations or entities of any kind. Any and all operational
procedures, techniques and devices developed by the Bank in connection with the
performance of its duties and obligations under this Agreement, including those
developed in conjunction with the Fund, shall be and remain the property of the
Bank, and the Bank shall be free to employ such procedures, techniques and
devices in connection with the performance of any other contract with any other
person whether or not such contract is similar
3
or identical to this Agreement.
14. The Bank may, with respect to questions of law, apply to and obtain the
advice and opinion of counsel to the Fund or its own counsel and shall be
entitled to rely on the advice or opinion of such counsel. The costs of any such
advice or opinion shall be borne by the Bank unless the Fund and the Bank
otherwise agree.
15. The Bank shall be entitled to rely upon any oral instructions received
by the Bank and reasonably believed by the Bank to be given by or on behalf of
the Fund, even if the Bank subsequently receives written instructions
contradicting such oral instructions. The books and records of the Bank with
respect to the content of any oral instruction shall be binding and conclusive.
The Bank will promptly notify a duly authorized representative of the Fund of
any contradictory instructions it receives.
16. Notwithstanding any other provision contained in this Agreement, the
Bank shall have no duty or obligation with respect to, including, without
limitation, any duty or obligation to determine, or advise or notify the Fund
of: (a) the taxable nature of any distribution or amount received or deemed
received by, or payable to, the Fund; (b) the taxable nature or effect on the
Fund or its shareholders of any corporate actions, class actions, tax reclaims,
tax refunds, or similar events; (c) the taxable nature or taxable amount of any
distribution or dividend paid, payable or deemed paid, by the Fund to its
shareholders; or (d) the effect under any federal, state, or foreign income tax
laws of the Fund making or not making any distribution or dividend payment, or
any election with respect thereto.
17. The Bank shall not be liable for any loss, damage or expense, including
counsel fees and other costs and expenses of a defense against any claim or
liability, resulting from, arising out of, or in connection with its performance
hereunder, including its actions or omissions, or errors, unless such loss,
damage or expense arises out of the negligence or willful misconduct of the
Bank. In no event shall the Bank be liable to the Company or any third party for
special, indirect, or consequential damages, or for lost profits or loss of
business, arising under or in connection with this Agreement, even if previously
informed of the possibility of such damages and regardless of the form of
action.
18. Without limiting the generality of the foregoing, the Fund shall
indemnify the Bank against and save the Bank harmless from any loss, damage or
expense, including counsel fees and other costs and expenses of a defense
against any claim or liability, arising from any one or more of the following:
(a) Errors in records or instructions, explanations, information,
specifications or documentation of any kind, as the case may be, supplied to the
Bank by any third party described in preceding paragraph 9 hereof or by or on
behalf of the Fund;
(b) Action or inaction taken or omitted to be taken by the Bank
pursuant to written or oral instructions of the Fund or otherwise without
negligence or willful misconduct;
(c) Any action taken or omitted to be taken by the Bank in good faith
in accordance with the advice or opinion of counsel for the Fund or its own
counsel;
4
(d) Any improper use by the Fund or its agents, distributor or
investment advisor of any valuations or computations supplied by the Bank
pursuant to this Agreement;
(e) The method of valuation of the Securities and the method of
computing each Series' net asset value; or
(f) Any valuations of Securities or net asset value provided by the
Fund.
19. In consideration for all of the services to be performed by the Bank as
set forth herein the Bank shall be entitled to receive reimbursement for all
out-of-pocket expenses and such compensation as may be agreed upon in writing
from time to time between the Bank and the Fund and attached as a schedule
hereto.
20. Attached hereto as Appendix B is a list of persons duly authorized by
the Fund's Agreement and Declaration of Trust and By-Laws to execute this
Agreement and give any written or oral instructions, or written or oral
specifications, by or on behalf of the Fund. From time to time the Fund may
deliver a new Appendix B to add or delete any person and the Bank shall be
entitled to rely on the last Appendix B actually received by the Bank.
21. The Fund represents and warrants to the Bank that it has all requisite
power to execute and deliver this Agreement, to give any written or oral
instructions contemplated hereby, and to perform the actions or obligations
contemplated to be performed by it hereunder, and has taken all necessary action
to authorize such execution, delivery, and performance.
22. This Agreement shall not be assignable by the Fund without the prior
written consent of the Bank, or by the Bank without the prior written consent of
the Fund.
23. Either of the parties hereto may terminate this Agreement by giving the
other party a notice in writing specifying the date of such termination, which
shall not be less than ninety (90) days after the date of giving of such notice.
Upon the date set forth in such notice, the Bank shall deliver to the Fund all
records then the property of the Fund and, upon such delivery, the Bank shall be
relieved of all duties and responsibilities under this Agreement.
24. This Agreement may not be amended or modified in any manner except by
written agreement executed on behalf of both parties hereto.
25. This Agreement is executed in the State of New York and all laws and
rules of construction of the State of New York (other than those relating to
choice of laws) shall govern the rights, duties and obligations of the parties
hereto. The Fund and the Bank hereby consent to the exclusive jurisdiction of a
state or federal courts situated in New
5
York City, New York in connection with any dispute arising hereunder. The Fund
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any objection which it may now or hereafter have to the laying of venue of any
such preceding brought in such a court and any claim that such proceeding
brought in such a court has been brought in an inconvenient form. The Fund and
the Bank each hereby irrevocably waives any and all rights to trial by jury in
any legal proceeding arising out of or relating to this Agreement.
26. The performance and provisions of this Agreement are intended to
benefit only the Bank and the Fund, and no rights shall be granted to any other
person by virtue of this Agreement.
27. A copy of the Declaration of Trust of the Fund is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Board of Trustees of the Fund as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
OPUS INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxx
--------------------------------
Xxxxxx X XxXxxx
Managing Director
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APPENDIX A TO FUND ACCOUNTING AGREEMENT
BETWEEN
THE BANK OF NEW YORK
AND
OPUS INVESTMENT TRUST
I. The Bank of New York (the "Bank"), as agent for Opus Investment Trust (the
"Fund"), shall maintain the following records on a daily basis for each Series.
Report of priced portfolio securities
Statement of net asset value per share
II. The Bank shall maintain the following records on a monthly basis for each
Series:
General Ledger
General Journal
Cash Receipts Journal
Cash Disbursements Journal
Subscriptions Journal
Redemptions Journal
Accounts Receivable Reports
Accounts Payable Reports
Open Subscriptions/Redemption Reports
Transaction (Securities) Journal
Broker Net Trades Reports
III. The Bank shall prepare a Holdings Ledger on a quarterly basis, and a
Buy-Sell Ledger (Broker's Ledger) on a semiannual basis for each Series.
The above reports may be printed according to any other required frequency to
meet the requirements of the Internal Revenue Service, The Securities and
Exchange Commission and the Fund's Auditors.
IV. For internal control purposes, the Bank uses the Account Journals produced
by The Bank of New York Custody System to record daily settlements of the
following for each Series:
Securities bought
Securities sold
Interest received
Dividends received
Capital stock sold
Capital stock redeemed
Other income and expenses
All portfolio purchases for the Fund are recorded to reflect expected maturity
value and total cost including any prepaid interest.
V. Tax Services
Preparation of tax returns in tandem with independent accountants, monitor IRC
compliance, calculate distributions and year-end shareholder tax reporting
information.
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APPENDIX B
I, , of Opus Investment Trust, a Massachusetts business
----------------------
trust (the "Fund"), do hereby certify that:
The following individuals serve in the following positions with the Fund, and
each has been duly elected or appointed by the Board of Trustees of the Fund to
each such position and qualified therefor in conformity with the Fund's
Declaration of Trust and By-Laws, and the signatures set forth opposite their
respective names are their true and correct signatures. Each such person is
authorized to give written or oral instructions or written or oral
specifications by or on behalf of the Fund to the Bank.
Name Position Signature
---- -------- ---------
SCHEDULE I
SERIES
Opus Cash Reserves
DOMESTIC CUSTODY, FUND ACCOUNTING
AND FUND ADMINISTRATION
FEE SCHEDULE FOR
OPUS CASH RESERVE
October 7, 2004 [LOGO] THE BANK OF NEW YORK
--------------------------------------------------------------------------------
U.S. Safekeeping
0.50 basis point per annum on total gross adjusted assets.
Transaction Charges
$ 5.00* Book-Entry Settlements/Paydowns-DTC/FRB
$15.00 Physical Settlements, Options, Futures, and Other Derivatives
$40.00 Eurodollar C/D's
$ 7.50 For wires and checks not related to security transactions
* Subject to $10 surcharge for instructions not delivered in an electronic, STP
manner
There is an annual minimum safekeeping fee of $10,000 per portfolio.
Fund Accounting - Daily NAV
1.50 basis points annually on the first $2 billion in total gross
adjusted assets.
1.25 basis points on the excess over $2 billion.
Note: There is an additional fee for share classes in excess of 2.
There is an annual minimum Fund Accounting fee of $40,000 per portfolio.
Fund Administration Services - Bundled
2.0 basis points annually on the first $2 billion in total gross adjusted
assets.
1.75 basis points on the excess over $2 billion.
There is an annual minimum Fund Administration fee of $55,000 per portfolio.
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DOMESTIC CUSTODY, FUND ACCOUNTING
AND FUND ADMINISTRATION
FEE SCHEDULE FOR
OPUS CASH RESERVE
October 7, 2004 [LOGO] THE BANK OF NEW YORK
--------------------------------------------------------------------------------
Corporate Governance
Provide Xxxxxxxx-Xxxxx sub-certifications $750 per fund per annum
2004 Mutual Fund Accounting Security Pricing Fee Schedule
Monthly Pricing Base Charge per fund per annum: $500.00
Monthly Pricing Charge Schedule per Security, by Asset Type, by Vendor:
Asset Type Vendor(s) Monthly
-------------------------------------------- --------------------- -------
CMOs Xxxxxxx Xxxxx $46.20
International Dividends IDC $32.34
ARMs Xxxxxxx Xxxxx $23.10
Adjustable Rate, CMOs, High Yield Corporates JJK $23.10
Variable Rates MMD $23.10
International Bond Evaluation IDC $21.00
CMOs IDC $16.80
Asset Backed, CMOs Xxxxxx $15.75
Foreign Fixed Income FRI $13.02
Munis IDC, JJK, Xxxxxx $11.55
Corps, Govt Bonds, Asset Backed, SBAs Xxxxxxx Xxxxx $11.55
Corporate/Government Bonds IDC, Xxxxxx $10.50
International Equities, Money Market IDC $10.50
MBS Xxxxx Xxxxxxx Xxxxx, Xxxxxx $10.50
Domestic Dividends Xxxxxx $10.50
MBS Factors IDC, Xxxxxx $ 9.45
Government Xxxxxxx Xxxxx $ 8.19
Treasury, Equity, MBS Bonds, Corporates JJK $ 5.88
MBS Xxxxxxx Xxxxx $ 5.46
Domestic Equity IDC, Xxxxxx $ 3.15
Canadian, Options/Futures (listed) IDC $ 3.15
Charge for all manually obtained prices during the
month: $5.00 each per occurrence
Note: The above mentioned fees are for calendar year 2004. The Bank of New York
reserves the right to adjust the Mutual Fund Accounting Security Pricing Fee
Schedule annually beginning with calendar year 2005. The above fees may be
adjusted annually to reflect the cost of obtaining Security Prices from Pricing
Vendors and inflation.
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DOMESTIC CUSTODY, FUND ACCOUNTING
AND FUND ADMINISTRATION
FEE SCHEDULE FOR
OPUS CASH RESERVE
October 7, 2004 [LOGO] THE BANK OF NEW YORK
--------------------------------------------------------------------------------
Out-of-Pocket
In addition to the above fee schedule, Out of Pocket Charges will be charged and
include, but are not limited to:
. Securities pricing and broker quotes.
. Telephone and other transmittal charges.
. SAS 70 Report.
. Dual set of books for tracking tax amortization and accretion
elections.
. Early cash availability.
. Apollo access.
. Special audits and pricing audits.
. Postage and insurance on physical transfer items.
. Federal Reserve charges.
. Global sub-custodian out-of-pocket charges.
. Duplicating charges.
. Legal, audit and other professional fees.
. Travel and expenses for attendance at board, committee or any special
meetings.
. Preparation of custom reports (excludes annual and semi-annual
reports).
. Consultative services or other functions including fund
reorganizations and special projects will be charged at a negotiated
rate.
. Custom electronic interfaces and/or programming beyond normal and
customary system development associated with conversion and
thereafter.
Earnings Credit on Balances/Interest on Overdrafts
Earnings credits are provided to each portfolio on 90% of the daily available
balance in the domestic custodian account after reduction for Federal Reserve
requirements, computed at the 90-day T- xxxx rate minus 25 bps on the day of the
balance.
Overdrafts, excluding bank errors, will cause a reduction of earnings credits
daily, computed at 2.0% above the Federal Funds rate on the day of the
overdraft.
Credits and debits will be accumulated daily and offset monthly against the
Bank's safekeeping custodian fees. To the extent a net debit is accumulated,
each portfolio will be billed for the expense. To the extent a net earnings
credit is generated, such excess earnings credit can be carried forward until
calendar year end. Any credits remaining after that date will be forfeited.
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DOMESTIC CUSTODY, FUND ACCOUNTING
AND FUND ADMINISTRATION
FEE SCHEDULE FOR
OPUS CASH RESERVE
October 7, 2004 [LOGO] THE BANK OF NEW YORK
--------------------------------------------------------------------------------
Minimum Fee Waiver
To reflect our sincere desire to demonstrate our capabilities and to form a
mutually beneficial partnership with Allmerica Financial, we will waive our
minimum fees for the first six months of operation of the fund.
Billing Cycle
All fees will be billed on a monthly basis.
All of the information contained within this schedule is confidential and should
not be made available to third parties prior to reference to The Bank of New
York.
Agreed and accepted by:
OPUS Cash Reserve The Bank of New York
By: (signature) Xxxx X. Xxxxxxxxx By: (signature) /s/ Xxxxxx X. XxXxxx
----------------- ----------------------------
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. XxXxxx
Title: President Title: Managing Director
Date: October 7, 2004 Date: April 6, 2005
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