ACCOUNTING SERVICES AGREEMENT
AGREEMENT, made as of this 20th day of March 1989 by and between THE
BOSTON COMPANY ADVISORS, INC., a Massachusetts corporation (hereinafter called
"Boston Advisors") and XXXXX XXXX & XXXXX FUNDS TRUST, a Massachusetts business
trust (hereinafter called the "Trust").
WHEREAS, the Trust is registered as an open-end diversified management
investment company under the Investment Company Act of 1940; and currently has
four investment portfolios each with a separate series of shares of beneficial
interest (hereinafter referred to as the "Portfolio"). If the Board of Trustees,
pursuant to the Declaration of Trust, hereafter establishes and designates a new
portfolio, Boston Advisors agrees that it will act as the Pricing and
Bookkeeping Agent for such net portfolio in accordance with the general terms
and conditions set forth herein.
WHEREAS, the Trust desires to retain Boston Advisors to render pricing
and bookkeeping services to the Trust and Boston Advisors is willing to render
such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Boston Advisors to act as
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Pricing and Bookkeeping Agent of the Trust on the terms set forth in this
Agreement. Boston Advisors accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. SERVICES. Boston Advisors shall be responsible for (i) the
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determination of the Trust's net assets of each Portfolio of the Trust and the
net asset value per share of the Trust's outstanding shares of each Portfolio of
the Trust and the offering price, if different from the net asset value per
share, at which the Trust's shares are sold, at the time and in the manner from
time to time determined by the Board of Trustees of the Trust ("pricing") and
the timely communication of such information to the person or persons designated
by the Trust; and (ii) maintaining the accounts, books and other records of the
Trust required by Section 31(a) of the Investment Company Act of 1940 and the
rules thereunder or as the Trust may reasonably require for tax, accounting,
performance, advertising or other business purposes ("bookkeeping"). All
accounts, books and other records are the property of the Trust; shall be
available for inspection and use by the Trust and shall be preserved by Boston
Advisors for the periods and in the places required by Rule 31a-2 under the
Investment Company Act of 1940 and shall be surrendered to the Trust upon
request. Boston Advisors shall furnish at its expense space and all necessary
light, heat, equipment, stationery and stenographic, clerical, mailing and
messenger services in connection with such pricing and bookkeeping.
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Boston Advisors will from time to time employ or associate with itself
such person or persons as Boston Advisors may believe to be particularly suited
to assist it in the performance of this Agreement.
3. COMPENSATION OF BOSTON ADVISORS. For the services to be rendered and
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the facilities to be furnished by Boston Advisors, as provided in Sections 2 and
3 hereof, Boston Advisors shall receive from the Trust an annual fee, payable
monthly, computed as follows:
(a) ANNUAL FEE. For the services to be rendered and the facilities
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to be furnished by Boston Advisors, as provided in this Agreement, Boston
Advisors shall be compensated by the Trust pursuant to a Fee Schedule between
the Trust and Boston Advisors as set forth in Schedule A attached hereto.
(b) FEE ACCRUAL AND PAYMENT. Remuneration under this Agreement shall
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begin to accrue on the date hereof. The fee for the previous month shall be paid
on the first business day of each month, provided that in the event this
Agreement is terminated as of a date other than the last day of a month, the fee
shall be computed pursuant to paragraph (c) of this Section 3 and paid on the
effective date of such termination.
(c) PRORATION. If this Agreement commences on any date other than
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the first day of a month, the fee payable with respect to such initial
fractional month shall be prorated according to the proportion that such period
bears to the full monthly period. Upon any termination of this Agreement before
the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period.
4. AUDIT INSPECTIONS AND VISITATION. Boston Advisors shall make
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available during regular business hours all records and other data created and
maintained pursuant to this Agreement for the reasonable audit and inspections
by the Trust, or any regulatory agency having authority over the Trust. Upon
reasonable notice by the Trust, Boston Advisors shall make available during
regular business hours its facilities and premises employed in connection with
the performance of its duties under this Agreement for reasonable visitation by
any person designated by the Trust, or any regulatory agency having authority
over the Trust.
5. ACTS OF GOD ETC. Boston Advisors shall not be liable for delays or
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errors occurring by reason of circumstances beyond its control, including but
not limited to, acts of civil or military authority, national emergencies, work
stoppage, fire, flood, catastrophe, act of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdown
beyond its control Boston Advisors
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shall take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
6. RELIANCE ON WRITTEN OR ORAL INSTRUCTIONS. For all purposes under
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this Agreement, Boston Advisors is authorized to act on written or oral
instructions that Boston Advisors receives and reasonably believes to be
transmitted by a person authorized by the Board of Trustees of the Trust to give
such instructions. Oral instructions will be followed by a confirmatory written
instructions, document or written record to Boston Advisors. Boston Advisors
shall be entitled to rely reasonably on any written or oral instructions
received and any act or omissions undertaken in compliance therewith shall be
free of liability and fully indemnified and held harmless by the Trust.
7. LIABILITY AND REMEDIES.
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(a) Boston Advisors shall not be liable for any loss suffered by the
Trust in connection with the performance of Boston Advisors' obligations and
duties under this Agreement, except to the extent that such loss results from
negligence or willful misconduct in the performance of, or omission to perform,
such obligations and duties. Boston Advisors shall not be deemed to have been
negligent or to have engaged in willful misconduct with respect to any incorrect
calculations of net asset value per share ("pricing errors") to the extent that
a pricing error is based upon prices furnished by an independent pricing service
prudently selected by Boston Advisors, provided that in the event that Boston
Advisors receives a price from a pricing service for any security owned by the
Trust which results in a pricing variance in excess of 10% of the prior business
day's price for such security, Boston Advisors shall notify, via fax, the
investment manager of the Trust of such pricing variance by 5:45 P.M. on the
date that the pricing variance occurs.
(b) Notwithstanding the provisions of Section 7(a), Boston Advisors
shall be liable for any loss to the Trust resulting from a pricing error caused
by Boston Advisors own negligence to the extent that such loss resulted from an
error in computation by Boston Advisors unless and to the extent that such
pricing error resulted from incorrect information supplied or necessary
information not provided by the Fund or any of its agents.
(c) In the event of a pricing error, Boston Advisors shall correct
such error promptly upon discovery and, if Boston Advisors is liable to the
Trust for such error under this Section 7, Boston Advisor (acting through the
Trust's transfer agent, but at the direction and responsibility of Boston
Advisors), may seek to mitigate the loss or dilutive effect to certain
shareholders resulting therefrom by adjusting share balances to the extent
practicable for transactions executed while such error was in effect to reflect
balances that should have resulted in the absence of such error
("reprocessing"), provided however that Boston Advisors shall not reprocess any
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account after 30 days after such error occurred (with each business day that
such error occurred being considered a separate error) without the consent of
the Trust.
(d) For purposes of a pricing error for which Boston Advisors is
liable under this Section 7, the Trust may have incurred a loss or there may
have been dilution with respect to certain shareholders (i) if the pricing error
resulted in a net asset value per share in excess of the actual net asset value
per share ("overpricing") or (ii) if the error resulted in a net asset value per
share that was less that the actual net asset value per share ("underpricing").
In the case of an overpricing error, shareholders who purchased shares during
the pendency of such error may have their accounts reprocessed to reflect the
additional shares which they should have received upon investment and any
subsequent shares to which they should be entitled. Boston Advisors shall
reimburse the Trust for all excess amounts per share paid out to redeeming
shareholders during the pendency of an overpricing error if such excess amount
per share exceeds $.005 of the net asset value of the WPG Short Term Income Fund
and the WPG Tax Free Money Market Fund and .1 of 1% of the corrected net asset
value of the WPG Dividend Income Fund and the WPG Government Securities Fund.
In the case of an underpricing error, Boston Advisors shall bear all
processing and mailing costs, if any, in accordance with good industry practice
with respect to redeeming shareholders who are entitled to additional amounts on
account of such error. Boston Advisors shall also be entitled pursuant to
Section 7(c) to reprocess accounts of shareholders who purchased shares during
the pendency of such error and received too many shares as a result thereof, and
to the extent that any such account is not reprocessed or capital is not
contributed thereto pursuant to Section 7(e)(i.e., if the cost of reprocessing
exceeds the loss or dilutive effect to its shareholders), Boston Advisors shall
contribute capital to the Trust in the amount necessary to remedy the dilutive
effect of the underpricing error.
(e) In the event of a pricing error for which Boston Advisors is
liable under Section 7, the Trust shall not withhold its consent to any
reprocessing pursuant to Section 7(c) to increase account share balances of
shareholders who purchased during the pendency of an overpricing error.
Moreover, pursuant to Section 7(c), the Trust shall not unreasonably withhold
its consent to any reprocessing to decrease share balances of shareholders who
purchased during the pendency of an underpricing error, provided however that in
the case of certain shareholder accounts of significant clients of the Trust's
investment manager or of an affiliate of such investment manager where the
President of the Trust determines that the best interests of the Trust so
require, the Trust may withhold consent, in which case the investment manager
shall contribute capital to the Trust equal to 60% of the amount necessary to
remedy the dilutive effect of an underpricing error if such accounts were not
reprocessed, and Boston Advisors shall contribute 40% of such amount.
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(f) If Boston Advisors is required to reimburse the Trust under the
terms of the Agreement for any loss under this Section 7, Boston Advisors shall
be subrogated to the rights of the Trust and may pursue such remedies, including
legal actions, as Boston Advisors considers appropriate with respect to
shareholders who receive excess redemption proceeds because of overpricing
errors, provided that such shareholders are not significant investment clients
of the Trust's investment manager or of an affiliate of such manager, at the
time such remedy is pursued. With respect to shareholders who are significant
clients, Boston Advisors may request by one or such more letters, subject to the
reasonable approval as to substance and tone by such investment manager, that
the shareholders return any excess to Boston Advisors, and may discuss this
matter in person or by phone with such shareholders in a manner not inconsistent
with the tone and spirit of the approved letter, but in no event shall Boston
Advisors seek any further remedies against such shareholders, including
litigation, without giving the Trust's investment manager notice, and the
opportunity to pay Boston Advisors 40% of the aggregate excess attributed to
such clients under $100,000, and 60% of the aggregate excess attributed to such
clients of $100,000 or more, in which event the Boston Advisor shall seek not
further remedies against such shareholders.
8. TERMS AND TERMINATIONS.
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(a) This Agreement shall become effective on the date set forth
above and shall continue in effect from year to year thereafter unless
terminated pursuant to Section 8(b) of the Agreement.
(b) This Agreement may be terminated by either party on 120 days'
written notice without payment of any penalty, provided that in the event that
Boston Advisors elects to discontinue providing accounting and bookkeeping
services to all of its non-affiliated investment companies, Boston Advisors
shall provide the Trust with 240 days' written notice prior to such termination
date or any such shorter period as the parties may mutually agree.
9. LIABILITY OF TRUSTEES, OFFICERS AND SHAREHOLDERS. The execution and
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delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this Agreement are
not binding upon any of the Trustees or shareholders of the Trust, but bind only
the trust property of the Trust as provided in the Declaration of Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officer thereunto duly authorized as of the day and year
first above written.
THE BOSTON COMPANY ADVISORS, INC.
By:
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XXXXX XXXX & XXXXX FUNDS TRUST
By:
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ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
SCHEDULE A
Xxxxx Xxxx and Xxxxx Funds Trust agrees to pay The Boston Company
Advisors Inc. the following fee. Such fee to be calculated on the daily net
assets of the Trust.
FIRST YEAR .0003
SECOND YEAR .0004
There is a monthly minimum fee of $1,000 for any new portfolio
introduced by Xxxxx, Xxxx and Xxxxx.
SPECIAL SERVICES
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Fees for activities of a non recurring nature such as portfolio
consolidation or reorganizations, extraordinary shipments and the preparation of
special reports will be subject to negotiation.
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