EXHIBIT 9(c)
THE CRM FUNDS
FUND ACCOUNTING AGREEMENT
AGREEMENT made the 29th day of September, 1995, between The CRM Funds (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
00000, and Forum Financial Corp. ("FFC"), a corporation organized under the laws
of the State of Delaware with its principal place of business at Xxx Xxxxxxxx
Xxxxxx, Xxxxxxxx, XX 00000.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act"), as an open-end management investment company and may
issue its shares of beneficial interest, no par value (the "Shares"), in
separate series and classes; and
WHEREAS, the Trust desires that FFC perform certain fund accounting
services for each series of the Trust now existing or that in the future may be
created, and for classes that may in the future be created in each of the
separate investment portfolios of the Trust as listed on Schedule A hereto, as
it may be amended from time to time (each a "Portfolio" and, collectively, the
"Portfolios"), and FFC is willing to provide those services on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and FFC do hereby agree as follows:
SECTION 1. SERVICES TO BE PERFORMED
For each Portfolio, FFC shall perform the services listed in this Section.
FFC and the Trust's administrator, Forum Financial Services, Inc. ("Forum"), may
from time to time adopt such procedures as they agree upon to implement the
terms of this Section.
(a) BOOKS AND RECORDS. FFC shall prepare and maintain on behalf of the
Trust the following books and records of each Portfolio, and each class thereof,
pursuant to Rule 31a-1 under the Act (the "Rule"):
(i) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of
cash and all other debits and credits, as required by subsection
(b)(1) of the Rule;
(ii) Journals and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, as required by
subsection (b)(2) of the Rule (but not including the ledgers required
by subsection (b)(2)(iv);
(iii) A record of each brokerage order given by or on behalf of
the Trust for, or in connection with, the purchase or sale of
securities, and all other portfolio purchases or sales, as required by
subsections (b)(5) and (b)(6) of the Rule;
(iv) A record of all options, if any, in which the Trust has any
direct or indirect interest or which the Trust has granted or
guaranteed and a record of any contractual commitments to purchase,
sell, receive or deliver any property as required by subsection (b)(7)
of the Rule;
(v) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the Rule;
and
(vi) Other records required by the Rule or any successor rule or
pursuant to interpretations thereof to be kept by open-end management
investment companies, but limited to these provisions of the Rule
applicable to portfolio transactions and as agreed upon between the
parties hereto.
The forgoing books and records shall be prepared and maintained in such
form, for such periods and in such locations as may be required by applicable
regulation and shall be the property of the Trust. FFC agrees to make such books
and records available for inspection by the Trust or by the Securities and
Exchange Commission at reasonable times and as otherwise directed by Forum.
(b) ACCOUNTING SERVICES. FFC shall:
(i) Calculate the net asset value per share with the frequency
prescribed in each Portfolio's then-current Prospectus;
(ii) Calculate dividends and capital gain distributions, if any, as
required by the Trust;
(iii) Calculate the yield, effective yield, tax equivalent yield
and total return for each Portfolio, and each class thereof, as
applicable, and such other measure of performance as may be agreed
upon between the parties hereto;
(iv) Provide the Trust and such other persons as Forum may direct with
the following reports:
(A) a current securities position report,
(B) a summary report of transactions and pending maturities
(including the principal, cost, and accrued interest on each
portfolio security in maturity date order), and
(C) a current cash position and projection report;
(v) Prepare and record, as of each time when the net asset value of a
Portfolio is calculated or as otherwise directed by Forum, either
(A) a valuation of the assets in the Portfolio (based upon the
use of outside services normally used and contracted for this
purpose by FFC in the case of securities for which information
and market price or yield quotations are readily available and
based upon evaluations conducted in accordance with Forum's
instructions in the case of all other assets) or
(B) a calculation confirming that the market value of the
Portfolio's assets does not deviate from the amortized cost value
of those assets by more than a specified percentage agreed to
from time to time by FFC and Forum;
(vi) Make such adjustments over such periods as FFC deems necessary to
reflect over-accruals or under-accruals of estimated expenses or
income; and
(vii) Obtain necessary information from Forum and the Trust's
transfer agent in order to prepare, and prepare, the Trust's Form
N-SAR.
(c) OTHER SERVICES. FFC shall:
(i) Assist the Trust's independent accountants and, upon approval of
the Trust or Forum, any regulatory body in any requested review of the
Trust's books and records maintained by FFC; and
(ii) Prepare periodic reports to shareholders and the Securities and
Exchange Commission and such other reports as may be agreed to from
time to time and provide information typically supplied in the
investment company industry to companies that track or report price,
performance or other information with respect to investment companies.
SECTION 2. COMPENSATION
(a) FEE. For the services provided by FFC pursuant to this Agreement, the
Trust shall pay to FFC a fee with respect to each Portfolio, as calculated in
accordance with Schedule B hereto. These fees shall be paid monthly in advance.
Fees will begin to accrue for each Portfolio on the latter of the effective date
of this Agreement or the date of commencement of operations of the Portfolio.
(b) REIMBURSEMENT OF EXPENSES. The Trust shall reimburse FFC for all of
FFC's reasonable out-of-pocket expenses incurred in the performance of its
duties hereunder. The Trust also shall reimburse FFC for all reasonable
expenses and employee time attributable to any review of the Trust's accounts
and records by the Trust's independent accountants or any regulatory body
outside of routine and normal periodic reviews and for all reasonable expenses
for services in connection with FFC's activities in effecting any termination of
this Agreement (except the termination of FFC for cause), including reasonable
expenses incurred by FFC to deliver the Trust's property in FFC's possession to
the Trust or other persons.
SECTION 3. TERM
This Agreement shall become effective as of the date first above written
and shall remain in effect for 12 months. Thereafter, this Agreement shall
remain in effect indefinitely. This Agreement may be terminated with respect to
any Portfolio, or class thereof, without the payment of any penalty, (i) by a
vote of a majority of the Trust's Board of Trustees on 60 days' written notice
to FFC or (ii) by FFC on 60 days' written notice to the Trust. For so long as
FFC continues to perform any of the services contemplated by this Agreement
after termination of this Agreement (as agreed to by the Trust and FFC), the
provisions of Sections 2 and 4 hereof shall continue in full force and effect.
SECTION 4. STANDARD OF CARE; LIMITATION OF LIABILITY
(a) FFC shall use its best judgment and efforts in rendering the services
described in this Agreement. FFC shall not be liable to the Trust for any
action or inaction of FFC in the absence of bad faith, willful misconduct or
gross negligence or based upon information, instructions or requests with
respect to a Portfolio made to FFC by an officer of the Trust duly authorized.
FFC shall not be responsible or liable for any failure or delay in performance
of its obligations under this Agreement caused by circumstances beyond its
reasonable control.
(b) The Trust agrees to indemnify and hold harmless FFC, its employees,
agents, officers and trustees against and from any and all claims, judgments,
losses, charges (including attorneys' fees) and other reasonable expenses
arising out of FFC's actions taken or failures to act under the circumstances
described in paragraph (a) of this section.
(c) FFC agrees to indemnify and hold harmless the Trust, its employees,
agents, officers and trustees against and from any and all claims, judgments,
losses, charges (including attorneys' fees) and other reasonable expenses
arising out of FFC's actions taken or failures to act with respect to a
Portfolio in cases of FFC's own bad faith, willful misconduct or gross
negligence.
(d) Neither party shall be required to indemnify the other if, prior to
confessing any claim against it which may be subject to indemnification, the
indemnified party does not give the indemnifying party written notice of, and
reasonable opportunity to defend against, the claim.
SECTION 5. ASSIGNMENT
This Agreement and the rights and duties hereunder shall not be assignable
by either of the parties hereto except by the specific written consent of the
other party. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.
SECTION 6. CONFIDENTIALITY
FFC agrees to treat all records and other information related to the Trust
as proprietary information of the Trust and, on behalf of itself and its
employees, to keep confidential all such information, except that FFC may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the Securities and Exchange
Commission;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld where
FFC may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities or when so requested by the Trust.
SECTION 7. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) Section and Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
(d) Notices, requests, instructions and communications received by the
parties at their respective principal addresses, or at such other address as a
party may have designated in writing, shall be deemed to have been properly
given.
(e) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE CRM FUNDS
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
FORUM FINANCIAL CORP.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
THE CRM FUNDS
FUND ACCOUNTING AGREEMENT
SCHEDULE A
PORTFOLIOS OF THE TRUST
The CRM Small Cap Value Fund
THE CRM FUNDS
FUND ACCOUNTING AGREEMENT
SCHEDULE B
FEES
Standard Fee per Series with one Class $36,000/year
Fee for each additional Class $12,000/year
Plus additional surcharges for each of:
portfolios with asset levels exceeding:
$100 million $6,000/year
$250 million $6,000/year
$500 million $6,000/year
$1 billion $6,000/year
Portfolios requiring international custody,
or holding futures, options, forward contracts,
foreign currencies, or other hedge instruments $12,000/year
Portfolios with more than 30 international
positions $12,000/year
Tax Free Money Market Portfolios $12,000/year
Series with more than 25% of net assets
invested in asset backed securities $12,000/year
Series with more than 50% of net assets
invested in asset backed securities $12,000/year
Series with more than 100 security positions $12,000/year
Series with a monthly portfolio turnover
rate of 10% or greater $12,000/year
Surcharges are paid on a monthly basis, and are determined based upon the
total assets or security positions as of the end of the prior month and on the
portfolio turnover rate for the prior month. Portfolio turnover rate shall have
the meaning ascribed thereto in Securities and Exchange Commission Form N-1A.
The rates set forth above shall remain fixed through December 31, 1996. On
January 1, 1997, and on each successive January 1, the rates shall be adjusted
to reflect changes in the Consumer Price Index for the preceding calendar year,
as published by the U.S. Department of Labor, Bureau of Labor Statistics.
