Exhibit 9(b)
FUND ACCOUNTING SERVICE AGREEMENT
between
MONTEREY MUTUAL FUND
and
AMERICAN DATA SERVICES, INC.
INDEX
1. DUTIES OF ADS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. COMPENSATION OF ADS. . . . . . . . . . . . . . . . . . . . . . . . . 4
3. LIMITATION 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 TO 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
(b) EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(c) SPECIAL REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . 7
(e) CONVERSION CHARGE. . . . . . . . . . . . . . . . . . . . . . . . . 7
SCHEDULE B: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
FUND ACCOUNTING SERVICE AGREEMENT
AGREEMENT made the 1st. day of April, 1997 by and between The
MONTEREY MUTUAL FUND, a Massachusetts business trust (the "Fund") and
AMERICAN DATA SERVICES, INC. a New York corporation ("ADS").
BACKGROUND
WHEREAS, the Fund is an 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:
Cash receipts journal
Cash disbursements journal
Dividend record
Purchase and sales - portfolio securities journals
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. Annual 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 without liability to the
Fund for any action taken or omitted by it in good faith without gross
negligence, bad faith, willful misconduct or reckless disregard of its
duties hereunder. It shall be entitled to rely upon and 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 gross 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 the Administrator's 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) The Fund shall provide to ADS on a quarterly basis a report of a
duly authorized officer of the Fund representing that all information
furnished to ADS during the preceding quarter was true, complete and
correct in all material respects. 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 have 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.
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 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 the date hereof and shall
remain in force for a period of three (3) years, provided however, that
both parties to this Agreement have the option to terminate the Agreement,
without penalty, upon ninety (90) days prior written notice.
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.
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 the Administrator:
Xx. Xxxxx XxXxxxx Xxxxxxx Xxxxx
President President
Monterey Mutual Fund American Data Services, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000 00 Xxxx Xxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000 Xxxxxxxxxx, Xxx Xxxx 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
MONTEREY MUTUAL FUND AMERICAN DATA SERVICES, INC.
By: _______________________ By:
Xxxxx XxXxxxx, President Xxxxxxx Xxxxx, President
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, the fee as specified in Schedule A of the ADMINISTRATIVE
SERVICE AGREEMENT executed herewith.
(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, telephone,
quotation services, facsimile transmissions, stationery and supplies,
record storage, postage, telex, 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:
Labor:
Senior staff - $150.00/hr.
Junior staff - $ 75.00/hr.
Computer time - $45.00/hr.
(e) CONVERSION CHARGE.
NOTE: FOR EXISTING FUNDS ONLY (new funds please ignore):
There will be a charge to convert the Fund's portfolio accounting
records on to the ADS fund accounting system (PAIRS). In addition, ADS
will be reimbursed for all out-of-pocket expenses, enumerated in paragraph
(b) above, incurred during the conversion process.
The conversion charge will be estimated and agreed upon in advance by
the Fund and ADS. The charge will be based upon the quantity of records to
be converted and the condition of the previous service agents records.
SCHEDULE B:
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
Monterey PIA Short - Term Government Securities Fund
Monterey Camborne Government Income Fund
Monterey OCM Gold Fund
Monterey PIA Equity Fund
Monterey Xxxxxx New World Biotechnology Fund
Monterey Xxxxxx New World Technology Fund
Monterey Xxxxxx New World Technology Convertibles Fund
Monterey PIA Global Bond Fund
