FUND ACCOUNTING SERVICING AGREEMENT
THIS AGREEMENT is made and entered into
as of this 18th day of March, 2008, by and between NEW COVENANT FUNDS, a Delaware
statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
WHEREAS, the Trust is registered under
the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end
management investment company, and is authorized to issue shares of beneficial
interest in separate series, with each such series representing interests in a
separate portfolio of securities and other assets;
WHEREAS, USBFS is, among other things,
in the business of providing mutual fund accounting services to investment
companies; and
WHEREAS, the Trust desires to retain
USBFS to provide accounting services to each series of the Trust listed on Exhibit A hereto (as
amended from time to time) (each a “Fund” and collectively, the
“Funds”).
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1.
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Appointment
of USBFS as Fund Accountant
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The Trust
hereby appoints USBFS as fund accountant of the Trust on the terms and
conditions set forth in this Agreement, and USBFS hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement. The services and duties of USBFS shall be confined to
those matters expressly set forth herein, and no implied duties are assumed by
or may be asserted against USBFS hereunder.
2.
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Services
and Duties of USBFS
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USBFS
shall provide the following accounting services to the Fund:
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A.
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Portfolio
Accounting Services:
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(1)
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Maintain
portfolio records on a trade date+1 basis using security trade information
communicated from the Fund’s investment adviser and/or
sub-advisor.
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(2)
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For
each valuation date, obtain prices from a pricing source approved by the
board of trustees of the Trust (the “Board of Trustees”) and apply those
prices to the portfolio positions. For those securities where
market quotations are not readily available, the Board of Trustees shall
approve, in good faith, procedures for determining the fair value for such
securities.
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1
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(3)
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Identify
interest and dividend accrual balances as of each valuation date and
calculate gross earnings on investments for each accounting
period.
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(4)
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Determine
gain/loss on security sales and identify them as short-term or long-term;
account for periodic distributions of gains or losses to shareholders and
maintain undistributed gain or loss balances as of each valuation
date.
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(5)
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On
a daily basis, reconcile cash of the Fund with the Fund’s
custodian.
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(6)
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Transmit
a copy of the portfolio valuation to the Fund’s investment adviser
daily.
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(7)
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Review
the impact of current day’s activity on a per share basis, and review
changes in market value.
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B.
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Expense
Accrual and Payment Services:
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(1)
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For
each valuation date, calculate the expense accrual amounts as directed by
the Trust as to methodology, rate or dollar
amount.
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(2)
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Process
and record payments for Fund expenses upon receipt of written
authorization from the Trust.
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(3)
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Account
for Fund expenditures and maintain expense accrual balances at the level
of accounting detail, as agreed upon by USBFS and the
Trust.
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(4)
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Provide
expense accrual and payment
reporting.
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C.
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Fund
Valuation and Financial Reporting
Services:
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(1)
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Account
for Fund share purchases, sales, exchanges, transfers, dividend
reinvestments, and other Fund share activity as reported by the Fund’s
transfer agent on a timely basis.
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(2)
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Apply
equalization accounting as directed by the
Trust.
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(3)
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Determine
net investment income (earnings) for the Fund as of each valuation
date. Account for periodic distributions of earnings to
shareholders and maintain undistributed net investment income balances as
of each valuation date.
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2
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(4)
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Maintain
a general ledger and other accounts, books, and financial records for the
Fund in the form as agreed upon.
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(5)
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Determine
the net asset value of the Fund according to the accounting policies and
procedures set forth in the Fund's current
prospectus.
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(6)
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Calculate
per share net asset value, per share net earnings, and other per share
amounts reflective of Fund operations at such time as required by the
nature and characteristics of the
Fund.
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(7)
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Communicate
to the Trust, at an agreed upon time, the per share net asset value for
each valuation date.
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(8)
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Prepare
monthly reports that document the adequacy of accounting detail to support
month-end ledger balances.
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(9)
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Prepare
monthly security transactions
listings.
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D.
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Tax
Accounting Services:
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(1)
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Maintain
accounting records for the investment portfolio of the Fund to support the
tax reporting required for “regulated investment companies” under the
Internal Revenue Code of 1986, as amended (the
“Code”).
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3
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(2)
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Maintain
tax lot detail for the Fund’s investment
portfolio.
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(3)
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Calculate
taxable gain/loss on security sales using the tax lot relief method
designated by the Trust.
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(4)
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Provide
the necessary financial information to calculate the taxable components of
income and capital gains distributions to support tax reporting to the
shareholders.
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E.
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Compliance
Control Services:
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(1)
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Support
reporting to regulatory bodies and support financial statement preparation
by making the Fund's accounting records available to the Trust, the
Securities and Exchange Commission (the “SEC”), and the independent
accountants.
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(2)
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Maintain
accounting records according to the 1940 Act and regulations provided
thereunder.
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(3)
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Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested by the
Trust in connection with any certification required of the Trust pursuant
to the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or
regulations promulgated by the SEC thereunder, provided the same shall not
be deemed to change USBFS’s standard of care as set forth
herein.
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(4)
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Cooperate
with the Trust’s independent accountants and take all reasonable action in
the performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the
expression of their opinion on the Fund’s financial statements without any
qualification as to the scope of their
examination.
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F.
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Chief
Compliance Officer Support Services. USBFS will provide support to the
Chief Compliance Officer (CCO) of the Trust. Examples of functions
performed by USBFS in this CCO support role
include:
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(1)
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Daily
Resource to CCO, Fund Board,
Advisor
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(2)
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Provide
USBFS/USB Critical Procedures & Compliance
Controls
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(3)
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Daily
and Periodic Reporting
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(4)
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Periodic
CCO Conference Calls
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(5)
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Dissemination
of Industry/Regulatory Information
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(6)
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Client
& Business Line CCO Education &
Training
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(7)
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Due
Diligence Review of USBFS Service
Facilities
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(8)
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Quarterly
USBFS Certification
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(9)
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Board
Meeting Presentation and Board
Support
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(10)
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Testing,
Documentation, Reporting
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(11)
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Business
Line Functions Supported
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a.
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Fund
Administration and Compliance
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b.
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Transfer
Agent and Shareholder Services
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c.
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Fund
Accounting
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4
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d.
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Custody
Services
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e.
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Securities
Lending Services
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f.
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Distribution
Services
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3.
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License
of Data; Warranty; Termination of
Rights
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A.
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The
valuation information and evaluations being provided to the Trust by USBFS
pursuant hereto (collectively, the “Data”) are being licensed, not sold,
to the Trust. The Trust has a limited license to use the Data
only for purposes necessary to valuing the Trust’s assets and reporting to
regulatory bodies (the “License”). The Trust does not have any
license nor right to use the Data for purposes beyond the intentions of
this Agreement including, but not limited to, resale to other users or use
to create any type of historical database. The License is
non-transferable and not sub-licensable. The Trust’s right to
use the Data cannot be passed to or shared with any other
entity.
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The Trust
acknowledges the proprietary rights that USBFS and its suppliers have in the
Data.
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B.
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THE
TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS
OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER
MATTER.
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C.
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USBFS
may stop supplying some or all Data to the Trust if USBFS’s suppliers
terminate any agreement to provide Data to USBFS. Also, USBFS
may stop supplying some or all Data to the Trust if USBFS reasonably
believes that the Trust is using the Data in violation of the License, or
breaching its duties of confidentiality provided for hereunder, or if any
of USBFS’s suppliers demand that the Data be withheld from the
Trust. USBFS will provide notice to the Trust of any
termination of provision of Data as soon as reasonably
possible.
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D.
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Notwithstanding
the language provided in Section (3) herein, USBFS is in no way
absolved from any duties and responsibilities set forth in Section two (2)
of this Agreement, including performing tolerance checks, reviewing the
current day’s activities on a per-share basis and reviewing changes in
market value. For instance, USBFS will review daily exception reports to
examine securities which exceed set tolerance levels and check those
identified securities against a secondary source to confirm the change is
due to normal business activity.
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E.
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For
each valuation date, USBFS shall obtain prices from a pricing source
recommended by USBFS and approved by the Board of Trustees and apply those
prices to the portfolio positions of the Fund. Should the approved pricing
source cease to provide pricing information, USBFS will use its best
efforts to work with the Board of Trustees and the Trust to select a new
pricing vendor.
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5
4.
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Pricing
of Securities
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A.
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For
each valuation date, USBFS shall obtain prices from a pricing source
recommended by USBFS and approved by the Board of Trustees and apply those
prices to the portfolio positions of the Fund. For those
securities where market quotations are not readily available, the Board of
Trustees shall approve, in good faith, procedures for determining the fair
value for such securities.
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If the
Trust desires to provide a price that varies from the price provided by the
pricing source, the Trust shall promptly notify and supply USBFS with the price
of any such security on each valuation date. All pricing changes made
by the Trust will be in writing and must specifically identify the securities to
be changed by CUSIP, name of security, new price or rate to be applied, and, if
applicable, the time period for which the new price(s) is/are
effective.
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B.
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In
the event that the Trust at any time receives Data containing evaluations,
rather than market quotations, for certain securities or certain other
data related to such securities, the following provisions will
apply: (i) evaluated securities are typically complicated
financial instruments. There are many methodologies (including
computer-based analytical modeling and individual security evaluations)
available to generate approximations of the market value of such
securities, and there is significant professional disagreement about which
method is best. No evaluation method, including those used by
USBFS and its suppliers, may consistently generate approximations that
correspond to actual “traded” prices of the securities; (ii) methodologies
used to provide the pricing portion of certain Data may rely on
evaluations; however, the Trust acknowledges that there may be errors or
defects in the software, databases, or methodologies generating the
evaluations that may cause resultant evaluations to be inappropriate for
use in certain applications; and (iii) the Trust assumes all
responsibility for edit checking, external verification of evaluations,
and ultimately the appropriateness of using Data containing evaluations,
regardless of any efforts made by USBFS and its suppliers in this
respect.
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5.
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Changes
in Accounting Procedures
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Any
resolution passed by the Board of Trustees that affects accounting practices and
procedures under this Agreement shall be effective upon receipt of written
notice and acceptance by USBFS. USBFS will be deemed to have received written
notice when such notice is given at a meeting in which a USBFS employee is
sitting as an officer of the Trust.
6
6.
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Changes
in Equipment, Systems, Etc.
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USBFS
reserves the right to make changes from time to time, as it deems advisable,
relating to its systems, programs, rules, operating schedules and equipment, so
long as such changes do not adversely affect the services provided to the Trust
under this Agreement.
7.
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Compensation
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USBFS
shall be compensated for providing the services set forth in this Agreement in
accordance with the fee schedule set forth on Exhibit B hereto (as
amended from time to time). USBFS shall also be reimbursed for such
out-of-pocket expenses (e.g., telecommunication charges, postage and delivery
charges, and reproduction charges) as are reasonably incurred by USBFS in
performing its duties hereunder. Such reimbursement shall be at cost and without
xxxx-up. The Trust shall pay all such fees and reimbursable expenses within 30
calendar days following receipt of the billing notice, except for any fee or
expense subject to a good faith dispute. The Trust shall notify USBFS
in writing within 30 calendar days following receipt of each invoice if the
Trust is disputing any amounts in good faith. The Trust shall pay
such disputed amounts within 10 calendar days of the day on which the parties
agree to the amount to be paid. With the exception of any fee or
expense the Trust is disputing in good faith as set forth above, unpaid invoices
shall accrue a finance charge of 1½% per month after the due
date. Notwithstanding anything to the contrary, amounts owed by the
Trust to USBFS shall only be paid out of the assets and property of the
particular Fund involved.
8.
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Representations
and Warranties
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A.
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The
Trust hereby represents and warrants to USBFS, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by the Trust in
accordance with all requisite action and constitutes a valid and legally
binding obligation of the Trust, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties; and
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7
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
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B.
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USBFS
hereby represents and warrants to the Trust, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
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(1)
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It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
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(2)
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This
Agreement has been duly authorized, executed and delivered by USBFS in
accordance with all requisite action and constitutes a valid and legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties; and
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(3)
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It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
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9.
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Standard
of Care; Indemnification; Limitation of
Liability
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A.
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USBFS
shall exercise reasonable care in the performance of its duties under this
Agreement. Neither USBFS nor its pricing vendor approved by the
Trust (hereinafter “pricing vendor”) shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust or any
third party in connection with its duties under this Agreement, including
losses resulting from mechanical breakdowns or the failure of
communication or power supplies beyond USBFS’ control, except a loss
arising out of or relating to USBFS’ refusal or failure to comply with the
terms of this Agreement or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this Agreement or USBFS’
failure to implement reasonable business continuity / disaster recovery
procedures. Notwithstanding any other provision of this
Agreement, if USBFS has exercised reasonable care in the performance of
its duties under this Agreement, the Trust shall indemnify and hold
harmless USBFS and its pricing vendor from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys’ fees) that USBFS or its pricing vendor
may sustain or incur or that may be asserted against USBFS or its pricing
vendor by any person arising out of or related to (X) any action taken or
omitted to be taken by it in performing the services hereunder (i) in
accordance with the foregoing standards, or (ii) in reliance upon any
written or oral instruction provided to USBFS by any duly authorized
officer of the Trust (other than an employee of USBFS serving as an
officer of the Trust), as approved by the Board of Trustees of the Trust,
or (Y) the Data, or any information, service, report, analysis or
publication derived therefrom, except for any and all claims, demands,
losses, expenses, and liabilities arising out of or relating to USBFS’s
refusal or failure to comply with the terms of this Agreement or from its
bad faith, negligence or willful misconduct in the performance of its
duties under this Agreement. This indemnity shall be a
continuing obligation of the Trust, its successors and assigns,
notwithstanding the termination of this Agreement. As used in
this paragraph, the term “USBFS” shall include USBFS’s directors, officers
and employees.
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8
The Trust
acknowledges that the Data are intended for use as an aid to institutional
investors, registered brokers or professionals of similar sophistication in
making informed judgments concerning securities. The Trust accepts
responsibility for, and acknowledges it exercises its own independent judgment
in, its selection of the Data, its selection of the use or intended use of such,
and any results obtained. Nothing contained herein shall be deemed to
be a waiver of any rights existing under applicable law for the protection of
investors.
USBFS
shall indemnify and hold the Trust harmless from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature (including
reasonable attorneys' fees) that the Trust may sustain or incur or that may be
asserted against the Trust by any person arising out of any action taken or
omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply
with the terms of this Agreement, or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of USBFS,
its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “Trust” shall include
the Trust’s directors, officers and employees.
In the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, USBFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues. USBFS
will make every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of
USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Trust shall be
entitled to inspect USBFS’s premises and operating capabilities at any time
during regular business hours of USBFS, upon reasonable notice to
USBFS. Moreover, USBFS shall provide the Trust, at such times as the
Trust may reasonably require, copies of reports rendered by independent
accountants on the internal controls and procedures of USBFS relating to the
services provided by USBFS under this Agreement.
9
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative
errors at its own expense.
In no
case shall either party be liable to the other for (i) any special, indirect or
consequential damages, loss of profits or goodwill (even if advised of the
possibility of such); or (ii) any delay by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of
God, insurrection, war, riots, or failure beyond its control of transportation
or power supply.
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B.
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In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend
the indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no
case confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent.
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C.
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The
indemnity and defense provisions set forth in this Section 9 shall
indefinitely survive the termination and/or assignment of this
Agreement.
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10
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D.
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If
USBFS is acting in another capacity for the Trust pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such other capacity.
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10.
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Notification
of Error
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The Trust
will notify USBFS of any discrepancy between USBFS and the Trust, including, but
not limited to, failing to account for a security position in the Fund’s
portfolio, upon the later to occur of: (i) three business days after receipt of
any reports rendered by USBFS to the Trust; (ii) three business days after
discovery of any error or omission not covered in the balancing or control
procedure; or (iii) three business days after receiving notice from any
shareholder regarding any such discrepancy.
11.
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Data
Necessary to Perform Services
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The Trust
or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed
upon.
12.
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Proprietary
and Confidential Information
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A.
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USBFS
agrees on behalf of itself and its directors, officers, and employees to
treat confidentially and as proprietary information of the Trust, all
records and other information relative to the Trust and prior, present, or
potential shareholders of the Trust (and clients of said shareholders),
and not to use such records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except (i) after
prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where USBFS may
be exposed to civil or criminal contempt proceedings for failure to
comply, (ii) when requested to divulge such information by a Court or the
U.S. Securities and Exchange Commission, or (iii) when so requested by the
Trust. Records and other information which have become known to
the public through no wrongful act of USBFS or any of its employees,
agents or representatives, and information that was already in the
possession of USBFS prior to receipt thereof from the Trust or its agent,
shall not be subject to this
paragraph.
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Further,
USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title
V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to
time. In this regard, USBFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Trust and its
shareholders.
11
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B.
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The
Trust, on behalf of itself and its directors, officers, and employees,
will maintain the confidential and proprietary nature of the Data and
agrees to protect it using the same efforts, but in no case less than
reasonable efforts, that it uses to protect its own proprietary and
confidential information.
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13.
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Records
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USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Trust, but not inconsistent with the rules and regulations of appropriate
government authorities, in particular, Section 31 of the 1940 Act and the rules
thereunder. USBFS agrees that all such records prepared or maintained
by USBFS relating to the services to be performed by USBFS hereunder are the
property of the Trust and will be preserved, maintained, and made available in
accordance with such applicable sections and rules of the 1940 Act and will be
promptly surrendered to the Trust or its designee on and in accordance with its
request.
14.
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Compliance
with Laws
|
The Trust
has and retains primary responsibility for all compliance matters relating to
the Fund, including but not limited to compliance with the 1940 Act, the Code,
the SOX Act, the USA Patriot Act of 2002 and the policies and limitations of the
Fund relating to its portfolio investments as set forth in its current
prospectus and statement of additional information. USBFS’s services
hereunder shall not relieve the Trust of its responsibilities for assuring such
compliance or the Board of Trustees oversight responsibility with respect
thereto.
15.
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Term
of Agreement; Amendment; Assignment
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This
Agreement shall become effective as of the date first written above and will
continue in effect for a period of three (3) years. Subsequent to the initial
three-year term, this Agreement may be terminated by either party upon giving 90
days prior written notice to the other party or such shorter period as is
mutually agreed upon by the parties. Notwithstanding the foregoing, this
Agreement may be terminated (i) by any party upon the breach of the other party
of any material term of this Agreement if such breach is not cured within 15
days of notice of such breach to the breaching party, or (ii) financial
difficulties on the part of USBFS which are evidenced by the authorization or
commencement of: involvement by way of pleading, answer, consent or acquiescence
in, a voluntary or involuntary case under Title 11 of the United States Code or
an inability to meet its financial obligations as they come due. This
Agreement may not be amended or modified in any manner except by written
agreement executed by USBFS and the Trust, and authorized or approved by the
Board of Trustees.
12
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by either party without written consent of the other party. In
the case of USBFS, an “assignment” shall be deemed to include a change in actual
control of USBFS or a merger, consolidation, sale or other
disposition of all or a substantial part of the assets of USBFS to the extent a
change in actual control would result therefrom.
16.
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Duties
in the Event of Termination
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In the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Trust by written notice to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Trust, transfer to such successor all relevant books, records, correspondence
and other data established or maintained by USBFS under this Agreement in a form
reasonably acceptable to the Trust (if such form differs from the form in which
USBFS has maintained the same, the Trust shall pay any reasonable expenses
associated with transferring the data to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from USBFS’s personnel in the establishment of books, records and other data by
such successor. If no such successor is designated, then such books,
records and other data shall be returned to the Trust.
17.
|
Early
Termination
|
In the
absence of any material breach of this Agreement, should the Trust elect to
terminate this Agreement prior to the end of the term, the Trust agrees to pay
the following fees:
|
a.
|
all
monthly fees through the life of the contract, including the rebate of any
negotiated discounts;
|
|
b.
|
all
reasonable fees associated with converting services to successor service
provider;
|
|
c.
|
all
reasonable fees associated with any record retention and/or tax reporting
obligations that may not be eliminated due to the conversion to a
successor service provider;
|
|
d.
|
all
reasonable out-of-pocket costs associated with a-c
above.
|
18.
|
Governing
Law
|
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
13
19.
|
No
Agency Relationship
|
Nothing
herein contained shall be deemed to authorize or empower either party to act as
agent for the other party to this Agreement, or to conduct business in the name,
or for the account, of the other party to this Agreement.
20.
|
Services
Not Exclusive
|
Nothing
in this Agreement shall limit or restrict USBFS from providing services to other
parties that are similar or identical to some or all of the services provided
hereunder.
21.
|
Invalidity
|
Any
provision of this Agreement which may be determined by competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties.
22.
|
Notices
|
Any
notice required or permitted to be given by either party to the other shall be
in writing and shall be deemed to have been given on the date delivered
personally or by courier service, or three days after sent by registered or
certified mail, postage prepaid, return receipt requested, or on the date sent
and confirmed received by facsimile transmission to the other party’s address
set forth below:
Notice to
USBFS shall be sent to:
U.S. Bancorp Fund Services,
LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
and
notice to the Trust shall be sent to:
New
Covenant Trust Company
000 X.
Xxxxxxx Xx
Xxxxxxxxxxxxxx,
XX 00000
14
23.
|
Multiple
Originals
|
This
Agreement may be executed on 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.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
U.S.
BANCORP FUND SERVICES, LLC
|
|
By: /s/ Xxxxxx X.
Xxxxx
|
By: /s/ Xxxxxxx X.
XxXxx
|
Name: Xxxxxx X.
Xxxxx
|
Name: Xxxxxxx X.
XxXxx
|
Title: President
|
Title: Executive Vice
President
|
15
Exhibit
A
to
the
Fund
Names
Name
of Series
|
Date
Added
|
New
Covenant Growth Fund
|
on
or about April 12, 2008
|
New
Covenant Balanced Growth Fund
|
on
or about April 12, 2008
|
New
Covenant Income Fund
|
on
or about April 12, 2008
|
New
Covenant Balanced Income Fund
|
on
or about April 12, 2008
|
16
Exhibit
B to the
FUND
ACCOUNTING SERVICES
FEE
SCHEDULE at 3/10/08
|
Annual Fee Based Upon Market Value of
Relationship
¨[__] basis
points on the first $[__] million
¨[__] basis
point on the next $[__] million
¨[__] basis
points on the balance
¨Minimum annual
fee: $[__] per fund portfolio
Multiple Classes
Additional
base fee of $[__]
for each additional class
Multiple Manager Funds
Additional
base fee of $[__] per manager/sub-advisor per fund
Conversion Charges
·Capped at
one month’s minimum fees
·Waived; if
contract is terminated prior to end of term, [__]% is due and payable to
USBFS
Plus Out-Of-Pocket
Expenses – Including but not limited to pricing services, corporate
action services, fair value pricing services, factor services, customized
reporting, and all other out-of-pocket expenses.
· Pricing
Services
· $[__] Domestic
and Canadian Equities
· $[__] Options
· $[__] Corp/Gov/Agency
Bonds
· $[__] CMO's
· $[__] International
Equities and Bonds
· $[__] Municipal
Bonds
· $[__] Money
Market Instruments
· $[__]
/Fund/Month - Mutual Fund Pricing
· $[__]/Foreign
Equity Security/Month for Corporate Action Service
· $[__]
/Month Manual Security Pricing (>10/day)
· Factor
Services (BondBuyer)
· $[__]
/CMO/Month
· $[__] /Mortgage
Backed/Month
· $[__]
/Month Minimum Per Fund Group
· Fair
Value Services (FT Interactive)
· $[__]
on the first [__] securities per day
· $[__]
on the balance of securities per day
Fees
are billed monthly.
|
17
Exhibit
C to the
ERROR
CORRECTION POLICY
If a per
share NAV
error
is neater than or equal to $[__]
but is less than one half of one percent
of the originally computed per share NAV, the fund should determine
whether total fund losses exceeded total fund benefits for the error period. If
the fund incurred a net loss, the responsible party (e.g., the adviser,
administrator or record keeping agent) should reimburse the fund for the net
loss (except when the amount of the reimbursement is deemed to be a de minimis
amount (e.g., $[__]
or less)). If the fund had a net benefit, no action need be taken; however, such
net benefit should not be carried forward to any analyses performed in the
future for other NAV errors that may arise. Shareholder transactions for the
period of the error do not need to be reprocessed at the corrected NAV but may
be reprocessed if by doing so it would reduce the amount of the loss to the
fund.
(1)
NAV is Overstated:
|
(a)
|
In
situations when NAV is overstated,
purchasers of fund shares have paid too much for their shares while
sellers of fund shares have received too much for their shares upon
redemption. The first step for the Administrator in evaluating the
materiality of the NAV error is to take the difference in the shares
outstanding from the day the error occurred until the end of the NAV error
period. If there is a net subscription, including any shares purchased
through reinvested dividends, for the NAV error period, no action is
required for the fund as the fund benefited. If there is a net redemption
for the NAV error period, the Administrator will determine the
contribution to the fund by the responsible party that is needed to make
the fund whole by multiplying the change in shares outstanding by the
difference in NAV.
|
|
(b)
|
Shareholder
activity during the NAV error period should then be reviewed to ascertain
if any individual shareholders were negatively impacted by $[__] or more. [Threshold
dollar amount subject to further consideration by
the Trust's
management and the Board of Trustees.] If any individual
shareholders' purchases or sales were impacted $[__] or more,
at the discretion of the Trust's management, the affected day's fund share
activity will be reprocessed. If reprocessing of all of the shareholder
activity is not desirable, at the discretion of the Trust's management,
the following may be done: issue the shareholder(s) who purchased into the
fund and were impacted by $[__] or more
additional shares at no cost and if dilution occurred due to overpayments
from the fund for shareholder redemptions the responsible party must make
a contribution to the fund equal to the overpayment on these fund share
sales if the amount exceeds the deminimis amount of $[__] and the
overpayment cannot be returned or otherwise
collected.
|
18
(2) NAV
is Understated:
|
(a)
|
In
situations when NAV is understated,
purchasers of fund shares have paid too little for their shares and
sellers of fund shares have not received enough cash for their shares upon
redemption. Similar to (1) above, the first step for the Administrator is
to assess the aggregate impact of the error to the fund. If there is a net
redemption for the NAV error period, no action is required for the fund as
the fund benefited. If there is a net subscription, including any shares
purchased through reinvested dividends, for the NAV error period, the
Administrator will determine the contribution to the fund by the
responsible party that is needed to make the fund whole by multiplying the
change in shares outstanding by the difference in NAV. Alternatively, the
shareholder transactions can be reprocessed at the correct NAV if deemed
more cost efficient upon approval by the Fund Management and
Administrator.
|
|
(b)
|
Shareholder
activity during the NAV error period should then be reviewed to ascertain
if individual shareholders were negatively impacted by $[__]
or more. [Threshold dollar amount subject to further consideration by the
Trust's management and the Board of Trustees.] If any individual
shareholders' purchases or sales were impacted $[__]
or more, at the discretion of the Trust's management, the affected day's
fund share activity should be reprocessed. If reprocessing of all of the
shareholder activity is not desirable, at the discretion of the Trust's
management, the following may be done: reduce shares issued to the
shareholder(s) who purchased into the fund and were impacted by $[__]
or more and make additional payments to redeeming shareholders impacted by
$[__]
or more.
|
If a per
share NAV error is greater than or equal
to $[__] and is equal to or greater than one
half of one percent
of the originally computed per share NAV the following
applies:
(1) NAV
is Overstated:
In
situations when NAV is overstated, purchasers of fund shares have paid too much
for their shares while sellers of fund shares have received too much for their
shares upon redemption. Shareholder transactions must be reprocessed at the
correct NAV.
(2) NAV
is Understated:
In
situations when NAV is understated, purchasers of fund shares have paid too
little for their shares and sellers of fund shares have not received enough cash
for their shares upon redemption. Shareholder transactions must be reprocessed
at the correct NAV.
19