1
FUND ACCOUNTING SERVICE AGREEMENT
BETWEEN
OHIO NATIONAL FUND, INC.
AND
AMERICAN DATA SERVICES, INC.
2
INDEX
1. DUTIES OF ADS......................................................3
2. COMPENSATION OF ADS................................................4
3. LIMITATIONS OF LIABILITY OF ADS....................................4
4. REPORTS............................................................5
5. ACTIVITIES OF ADS..................................................5
6. ACCOUNTS AND RECORDS...............................................5
7. CONFIDENTIALITY....................................................5
8. DURATION AND TERMINATION OF THIS AGREEMENT.........................5
9. ASSIGNMENT.........................................................6
10. NEW YORK LAWS APPLY................................................6
11. AMENDMENTS TO THIS AGREEMENT.......................................6
12. MERGER OF AGREEMENT................................................6
13. NOTICES............................................................6
SCHEDULE A..................................................................7
(A) FUND ACCOUNTING SERVICE FEE............................................7
FEE INCREASES.......................................................7
(B) EXPENSES...............................................................7
(C) SPECIAL REPORTS........................................................7
(D) SERVICE DEPOSIT........................................................8
(E) CONVERSION CHARGE......................................................8
SCHEDULE B:.................................................................9
2
3
FUND ACCOUNTING SERVICE AGREEMENT
AGREEMENT made the 1st day of January, 1997, by and between Ohio National Fund,
Inc.; a Maryland corporation having its principal office and place of business
at Xxx Xxxxxxxxx Xxx, Xxxxxxxxxx, Xxxx 00000 (the "Fund"), and American Data
Services, Inc., a New York corporation having its principal office and place of
business at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 ("ADS").
BACKGROUND
WHEREAS, the Fund is a diversified, open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, ADS is a corporation experienced in providing accounting services to
mutual funds and possesses facilities sufficient to provide such services; and
WHEREAS, the Fund desires to avail itself of the experience, assistance and
facilities of ADS and to have ADS perform for the Fund certain services
appropriate to the operations of the Fund, and ADS is willing to furnish such
services in accordance with the terms hereinafter set forth.
TERMS
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the Fund and ADS hereby agree as follows:
1. DUTIES OF ADS.
ADS will provide the Fund with the necessary office space,
communication facilities and personnel to perform the following services for
the Fund:
(a) Timely calculate and transmit to NASDAQ the Fund's daily net asset
value and communicate such value to the Fund and its transfer agent;
(b) Maintain and keep current all books and records of the Fund as
required by Rule 31a-1 under the 1940 Act, as such rule or any
successor rule may be amended from time to time ("Rule 31a-1"), that
are applicable to the fulfillment of ADS's duties hereunder, as well
as any other documents necessary or advisable for compliance with
applicable regulations as may be mutually agreed to between the Fund
and ADS, Without limiting the generality of the foregoing, ADS will
prepare and maintain the following records upon receipt of
information in proper form from the Fund or its authorized agents:
3
4
Cash receipts journal
Cash disbursements journal
Dividend record
Purchase and sales - portfolio
securities journal Subscription and
redemption journals Security ledgers
Broker ledger General ledger Daily
expense accruals Daily income accruals
Securities and monies borrowed or loaned
and collateral therefore
Foreign currency journals
Trial balances
(c) Provide the Fund and its investment adviser with daily portfolio
valuation, net asset value calculation and other standard
operational reports as requested from time to time.
(d) Provide all raw data available from our fund accounting system
(PAIRS) for management's or the administrators preparation of the
following:
1. Semi-annual financial statements;
2. Semi-annual form N-SAR;
3. Annual tax returns;
4. Financial data necessary to update
form N-1A;
5. Proxy statement.
(e) Provide facilities to accommodate annual audit and any audits or
examinations conducted by the Securities and Exchange Commission or
any other governmental or quasi-governmental entities with
jurisdiction.
ADS shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
2. COMPENSATION OF ADS.
In consideration of the services to be performed by ADS as set forth
herein for each portfolio listed in Schedule B, ADS shall be entitled to
receive compensation and reimbursement for all reasonable out-of-pocket
expenses. The Fund agrees to pay ADS the fees and reimbursement of
out-of-pocket expenses as set forth in the fee schedule attached hereto as
Schedule A.
3. LIMITATION OF LIABILITY OF ADS.
(a) ADS shall be held to the exercise of reasonable care in carrying
out the provisions of the Agreement, but shall be liable to the Fund for any
action taken
4
5
or omitted by it with negligence, bad faith, willful misconduct or reckless
disregard of its duties hereunder. It shall be entitled to rely upon any may
act upon the accounting records and reports generated by the Fund, advice of
the Fund, or of counsel for the Fund and upon statements of the Fund's
independent accountants, and shall be without liability for any action
reasonably taken or omitted pursuant to such records and reports or advice,
provided that such action is not, to the knowledge of ADS, in violation of
applicable federal or state laws or regulations, and provided further that such
action is taken without negligence, bad faith, willful misconduct or reckless
disregard of its duties.
(b) Nothing herein contained shall be construed to protect ADS
against any liability to the Fund or its security holders to which ADS shall
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties on behalf of the Fund, reckless
disregard of ADS' obligations and duties under this Agreement or the willful
violation of any applicable law.
(c) Except as may otherwise be provided by applicable law, neither
ADS nor its stockholders, officers, directors, employees or agents shall be
subject to, and the Fund shall indemnify and hold such persons harmless from
and against, any liability for and any damages, expenses or losses incurred by
reason of the inaccuracy of information furnished to ADS by the Fund or its
authorized agents.
4. REPORTS.
(a) ADS shall not be responsible for the accuracy of any information
furnished to it by the Fund or its authorized agents, and the Fund shall hold
ADS harmless in regard to any liability incurred by reason of the inaccuracy of
such information.
(b) Whenever, in the course of performing its duties under this
Agreement, ADS determines, on the basis of information supplied to ADS by the
Fund or its authorized agents, that a violation of applicable law has occurred
or that, to its knowledge, a possible violation of applicable law may be
occurred or, with the passage of time, would occur, ADS shall promptly notify
the Fund and its counsel of such violation.
5. ACTIVITIES OF ADS.
The services of ADS under this Agreement are not to be deemed
exclusive, and ADS shall be free to render similar services to others so long
as its services hereunder are not impaired thereby and the Fund's interests are
not impaired, diminished, compromised or conflicted with thereby.
6. ACCOUNTS AND RECORDS.
The accounts and records maintained by ADS shall be the property of
the Fund, and shall be surrendered to the Fund promptly upon request by the
Fund in
5
6
the form in which such accounts and records have been maintained or preserved.
ADS agrees to maintain a back-up set of accounts and records of the Fund (which
back-up set shall be updated on at least a weekly basis) at a location other
than that where the original accounts and records are stored. ADS shall assist
the Fund's independent auditors, or, upon approval of the Fund, any regulatory
body, in any requested review of the Fund's accounts and records. ADS shall
preserve the accounts and records as they are required to be maintained and
preserved by Rule 31a-1.
7. CONFIDENTIALITY.
ADS agrees that it will, on behalf of itself and its officers and
employees, treat all transactions contemplated by this Agreement, and all other
information germane thereto, as confidential and not to be disclosed to any
person except as may be authorized by the Fund.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective as of January 1, 1997 and the
fees hereunder are guaranteed until December 31, 1999, provided however, that
both parties to this Agreement have the option to terminate the Agreement,
without penalty, upon ninety (90) days prior written notice or as otherwise
required by applicable law.
Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Fund. Additionally, ADS reserves the right to charge for any other
reasonable expenses associated with such termination.
9. ASSIGNMENT.
This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the prior written
consent of ADS, or by ADS without the prior written consent of the Fund.
10. NEW YORK LAWS TO APPLY.
The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in effect
and the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
11. AMENDMENTS TO THIS AGREEMENT.
This Agreement may be amended by the parties hereto only if such
amendment is in writing and signed by both parties.
6
7
12. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
13. NOTICES.
All notices and other communications hereunder shall be in writing,
shall be deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
To the Fund: To ADS:
Xxxxxx X. Xxxxx Xxxxxxx Xxxxx
Treasurer President
Ohio National Fund, Inc. American Data Services, Inc.
One Financial Way 00 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000 Xxxxxxxxxx, Xxx Xxxx 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
OHIO NATIONAL FUND, INC. AMERICAN DATA SERVICES, INC.
By: /s/ XXXXXX X. XXXXXXXXX By: /s/ XXXXXXX XXXXX
-------------------------- ------------------------
Xxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxx,
President President
7
8
SCHEDULE A
(a) FUND ACCOUNTING SERVICE FEE:
For the services rendered by ADS in its capacity as fund accounting
agent, as specified in Paragraph 1. DUTIES OF ADS, the Fund shall pay ADS,
within ten (10) days after receipt of an invoice from ADS at the beginning of
each month, a fee calculated as follows:
Monthly fund accounting service fees will be based upon the prior month
combined average net assets of the portfolios to be processed for both the Ohio
National Fund, Inc. and the ONE Fund, Inc. ("Combined Average Net Assets") with
no prorating for partial months.
MONTHLY SERVICE FEE:
o 1/12th of 7.50 basis points on the first $400 million of the Combined
Average Net Assets, plus;
o 1/12th of 4.00 basis points on the next $200 million of the Combined
Average Net Assets, plus;
o 1/12th of 2.00 basis points on all Combined Average Net Assets in excess
of $600 million.
MULTI-CLASS PROCESSING CHARGE
$300 per month will be charged for each additional class of stock per
portfolio.
FEE INCREASES
The fees enumerated above will be guaranteed for a period of three years.
(b) EXPENSES.
The Fund shall reimburse ADS for any out-of-pocket expenses,
exclusive of salaries, advanced by ADS in connection with but not limited to
the printing or filing of documents for the Fund, travel requested by the Fund,
telephone, quotation services, facsimile transmissions, stationery and
supplies, record storage, postage, and courier charges, incurred in connection
with the performance of its duties hereunder. ADS shall provide the Fund with a
monthly invoice of such expenses and the Fund shall reimburse ADS within
fifteen (15) days after receipt thereof.
(c) SPECIAL REPORTS.
All reports and/or analyses requested by the Fund, its auditors,
legal counsel, portfolio manager, or any regulatory agency having jurisdiction
over the Fund, that are not in the normal course of fund accounting activities
as specified in Section 1 of this Agreement shall be subject to an additional
charge, agreed upon in advance, based upon the following rates:
8
9
Labor:
Senior staff - $150.00/hr.
Junior staff - $75.00/hr.
Computer time - $45.00/hr.
(d) SERVICE DEPOSIT.
The Fund will remit to ADS upon execution of this Agreement a
service deposit equal to one (1) month's fee under this Agreement, computed in
accordance with fee structure enumerated in (a) above based upon the assets of
the portfolios listed in Schedule B of this Agreement as of the execution date
of this agreement. The Fund will have the option to have the security deposit
applied to the last month's service fee, or applied to any new contract between
the Fund and ADS.
(e) CONVERSION CHARGE.
With the exception of out-of-pocket expenses incurred to obtain the
records to be converted (i.e. courier charges, telephone toll charges and
required travel to previous service agent to review records and schedule
transfer), there will be no charge to convert the records to be converted,
there will be no charge to convert the records on to our system.
9
10
SCHEDULE B:
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
Equity Portfolio
Money Market Portfolio
Bond Portfolio
Omni Portfolio
Capital Appreciation Portfolio
Small Cap Portfolio
Aggressive Growth Portfolio
Core Growth Portfolio
Growth & Income Portfolio
S&P 500 Index Portfolio
Social Awareness Portfolio
Strategic Income Portfolio
Stellar Portfolio
Relative Value Portfolio
10
