Exhibit 9(b)
THE ▇▇▇▇▇▇▇ FUNDS
▇▇▇▇▇▇ SQUARE MANAGEMENT CORPORATION
ACCOUNTING SERVICES AGREEMENT
THIS ACCOUNTING SERVICES AGREEMENT is made as of the 18th day of August,
1995, by and between The ▇▇▇▇▇▇▇ Funds, a Delaware business trust (the
"Trust"), having its principal place of business in White Plains, New York,
and ▇▇▇▇▇▇ Square Management Corporation, a corporation organized under the
laws of the State of Delaware ("▇▇▇▇▇▇ Square"), having its principal place of
business in Wilmington, Delaware.
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 offers for public sale one or more distinct series of shares of
beneficial interest ("Series"), par value $0.001 per share, each corresponding
to a distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in the
assets, subject to the liabilities, allocated to that Series and each Series
has a separate investment objective and policies;
WHEREAS, at the present time, the Trust anticipates it will establish
multiple Series;
WHEREAS, the Trust desires to employ ▇▇▇▇▇▇ Square to provide certain
accounting services; and
WHEREAS, ▇▇▇▇▇▇ Square is willing to furnish such services to the Trust
with respect to each Series listed on Schedule A to this Agreement (each a
"Fund," and two or more together "Funds") on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and ▇▇▇▇▇▇ Square agree as follows:
1. APPOINTMENT. The Trust hereby appoints ▇▇▇▇▇▇ Square to provide
certain accounting services to the Trust for the period and on the terms set
forth in this Agreement. ▇▇▇▇▇▇ Square accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation provided
for in Section 12 of this Agreement. ▇▇▇▇▇▇ Square agrees to comply with all
relevant provisions of the Investment Company Act and applicable rules and
regulations thereunder, and to remain open for business on any day on which
the New York Stock Exchange, the Philadelphia branch office of the Federal
Reserve and Wilmington Trust Company are open for business. The Trust may
from time to time issue separate series or classes or classify and reclassify
shares of such series or class. ▇▇▇▇▇▇ Square shall identify to each such
series or class property belonging to such series or class and in such
reports, confirmations and notices to the Trust called for under this
Agreement shall identify the series or class to which such report,
confirmation or notice pertains.
2. DOCUMENTS. The Trust has furnished ▇▇▇▇▇▇ Square with copies
properly certified or authenticated of each of the following:
ACCTGK2.RTF
a. The Trust's Certificate of Trust filed with the Secretary of
the State of Delaware on April 3, 1995, and all amendments thereto and
restatements thereof;
b. The Trust's Agreement and Declaration of Trust and all
amendments thereto and restatements thereof;
c. The Trust's By-laws and all amendments thereto and restatements
thereof (such By-laws, as presently in effect and as they shall from time to
time be amended or restated, are herein called "By-laws");
d. Resolutions of the Trust's Board of Trustees authorizing the
appointment of ▇▇▇▇▇▇ Square to provide certain accounting services to the
Trust and approving this Agreement;
e. Schedule B identifying and containing the signatures of the
Trust's officers and other persons authorized ("Authorized Persons") to sign
"Written Instructions" (as used in this Agreement to mean written instructions
delivered by hand, mail, telegram, cable, telex or facsimile sending device
and received by ▇▇▇▇▇▇ Square, signed by two Authorized Persons) on behalf of
the Trust;
f. The Trust's Notification of Registration filed pursuant to
Section 8(a) of the Investment Company Act as filed with the Securities and
Exchange Commission ("SEC") on May 1, 1995;
g. The Trust's most recent Registration Statement on Form N-1A
under the Securities Act of 1933 (the "1933 Act") (File No. 33-91770) and
under the 1940 Act (File No. 811-9038), as filed with the SEC relating to
shares of beneficial interest in the Trust, and all amendments thereto;
h. The Trust's most current Prospectus(es) and Statement(s) of
Additional Information relating to the Fund(s);
i. The executed Trust agreements listed on Schedule C hereto; and
j. If required, a copy of either (i) a filed notice of eligibility
to claim the exclusion from the definition of "commodity pool operator"
contained in Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA") that is
provided in Rule 4.5 under the CEA, together with all supplements as are
required by the Commodity Futures Trading Commission ("CFTC"), or (ii) a
letter which has been granted the Trust by the CFTC which states that the
Trust will not be treated as a "pool" as defined in Section 4.10(d) of the
CFTC's General Regulations, or (iii) a letter which has been granted the Trust
by the CFTC which states that CFTC will not take any enforcement action if the
Trust does not register as a "commodity pool operator."
The Trust will ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Square from time to time with copies,
properly certified or authenticated, of all additions, amendments or
supplements to the foregoing, if any.
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3. INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC.
a. Unless otherwise provided in this Agreement, ▇▇▇▇▇▇ Square
shall act only upon Oral and Written Instructions. ("Oral Instructions" used
in this Agreement shall mean oral instructions actually received by ▇▇▇▇▇▇
Square from an Authorized Person or from a person reasonably believed by
▇▇▇▇▇▇ Square to be an Authorized Person. "Written Instructions" used in this
Agreement shall mean written instructions signed by two Authorized Persons
delivered by hand, mail, telegram, cable, telex or facsimile, and received by
▇▇▇▇▇▇ Square. "Authorized Person" used in this Agreement means any officer
of the Trust and any other person, whether or not any such person is an
officer of the Trust, duly authorized by the Board of Trustees of the Trust to
give Oral and Written Instructions on behalf of the Fund(s) and certified by
the Secretary or an Assistant Secretary of the Trust or any amendment thereto
as may be received by ▇▇▇▇▇▇ Square from time to time.) Although ▇▇▇▇▇▇ Square
may know of the provisions of the Declaration of Trust and By-laws of the
Trust, ▇▇▇▇▇▇ Square in its capacity under this Agreement may assume that any
Oral or Written Instructions received hereunder are not in any way
inconsistent with any provisions of such Declaration of Trust or Bylaws or any
vote, resolution or proceeding of the shareholders, or of the Board of
Trustees, or of any committee thereof.
b. Rodney Square shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by ▇▇▇▇▇▇ Square
pursuant to this Agreement. The Trust agrees to forward to ▇▇▇▇▇▇ Square
Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by ▇▇▇▇▇▇ Square, whether by hand delivery,
telex, facsimile or otherwise, by the close of business of the same day that
such Oral Instructions are given to ▇▇▇▇▇▇ Square. The Trust agrees that the
fact that such confirming Written Instructions are not received by ▇▇▇▇▇▇
Square shall in no way affect the validity of the transactions or
enforceability of the transactions authorized by the Trust by giving Oral
Instructions. The Trust agrees that ▇▇▇▇▇▇ Square shall incur no liability to
the Trust in acting upon Oral Instructions given to ▇▇▇▇▇▇ Square hereunder
concerning such transactions provided such instructions reasonably appear to
have been received from an Authorized Person.
4. FUND ACCOUNTING.
a. Rodney Square shall provide the following accounting functions
on a daily basis:
(1) Journalize each Fund's investment, capital share and
income and expense activities;
(2) Verify investment buy/sell trade tickets when received
from the Investment Manager and transmit trades to the
Trust's Custodian for proper settlement;
(3) Maintain individual ledgers for investment securities;
(4) Maintain historical tax lots for each security;
(5) Reconcile cash and investment balances of each Fund with
the Custodian, and provide the Investment Manager with
the beginning cash balance available for investment
purposes;
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(6) Update the cash availability throughout the day as
required by the Investment Manager;
(7) Post to and prepare each Fund's Statement of Assets and
Liabilities and Statement of Operations;
(8) Calculate expenses payable pursuant to the Trust's
various contractual obligations;
(9) Control all disbursements from the Trust on behalf of
each Fund and authorize such disbursements upon Written
Instructions;
(10) Calculate capital gains and losses;
(11) Determine each Fund's net income;
(12) At the Fund's expense obtain security market prices or if
such market prices are not readily available, then obtain
such prices from services approved by the Investment
Manager and in either case calculate the market or fair
value of each Fund's investments;
(13) In the case of debt instruments with remaining maturities
of sixty (60) days or less, calculate the amortized cost
value of those instruments;
(14) Transmit or mail a copy of the portfolio valuations of
each Fund to the Investment Manager;
(15) Compute the net asset value of each Fund;
(16) Compute each Fund's yields, total returns, expense ratios
and portfolio turnover rate; and
(17) Prepare and monitor the expense accruals and notify Trust
management of any proposed adjustments.
b. In addition, ▇▇▇▇▇▇ Square will:
(1) Prepare monthly financial statements, which will include
without limitation the Schedule of Investments, the
Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, the
Cash Statement, and the Schedule of Capital Gains and
Losses;
(2) Prepare monthly security transactions listings;
(3) Prepare monthly broker security transactions summaries;
(4) Supply various Trust and Fund statistical data as
requested on an ongoing basis;
(5) Assist in the preparation of support schedules necessary
for completion of Federal and state tax returns;
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(6) Assist in the preparation and filing of the Trust's
annual and semiannual reports with the SEC on Form N-SAR;
(7) Assist in the preparation and filing of the Trust's
annual and semiannual reports to shareholders and proxy
statements;
(8) Assist with the preparation of amendments to the Trust's
registration statements on Form N-1A and other filings
relating to the registration of shares;
(9) Monitor each Fund's status as a regulated investment
company under Subchapter M of the Internal Revenue Code
of 1986, as amended from time to time; and
(10) Determine the amount of dividends and other distributions
payable to shareholders as necessary to, among other
things, maintain the qualification as a regulated
investment company of each Fund of the Trust under the
Code.
5. SHORT SELLING. In connection with any Fund's activities relating to
short sales, ▇▇▇▇▇▇ Square will provide appropriate accounting services,
transaction reporting and record keeping services as are required under
relevant law and as may be agreed between the parties from time to time, or as
may be designated between a Fund, ▇▇▇▇▇▇ Square, and any third party providing
services related to short sales.
6. RECORDKEEPING AND OTHER INFORMATION. ▇▇▇▇▇▇ Square shall create and
maintain all necessary records in accordance with all applicable laws, rules
and regulations, including, but not limited to, records required by Section
31(a) of the Investment Company Act and the rules thereunder, as the same may
be amended from time to time, pertaining to the various functions (described
above) performed by it and not otherwise created and maintained by another
party pursuant to contract with the Trust. All records shall be the property
of the Trust at all times and shall be available for inspection and use by the
Trust or the Trust's authorized representatives. Upon reasonable request of
the Trust, copies of such records shall be provided by ▇▇▇▇▇▇ Square to the
Trust or the Trust's authorized representatives at the Trust's expense Where
applicable, such records shall be maintained by ▇▇▇▇▇▇ Square for the periods
and in the places required by Rule 31a-2 under the Investment Company Act.
7. LIAISON WITH ACCOUNTANTS. ▇▇▇▇▇▇ Square shall act as liaison with
the Trust's independent public accountants and shall provide account analysis,
fiscal year summaries and other audit related schedules. ▇▇▇▇▇▇ Square shall
take all reasonable action in the performance of its obligations under this
Agreement to assure that the necessary information is made available to such
accountants for the expression of their opinion, as such may be required by
the Trust from time to time.
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8. CONFIDENTIALITY. ▇▇▇▇▇▇ Square agrees on behalf of itself and its
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and its prior, present
or potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except, after prior notification to and approval in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld
where ▇▇▇▇▇▇ Square 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.
9. EQUIPMENT FAILURE. In the event of equipment failures beyond ▇▇▇▇▇▇
Square's control, ▇▇▇▇▇▇ Square shall, at no additional expense to the Trust,
take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto. ▇▇▇▇▇▇ Square shall enter into and shall
maintain in effect with appropriate parties one or more agreements making
reasonable provision of emergency use of electronic data processing equipment
to the extent appropriate equipment is available.
10. RIGHT TO RECEIVE ADVICE.
a. Advice of Trust. If ▇▇▇▇▇▇ Square shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from
the Trust directions or advice, including Oral or Written Instructions where
appropriate.
b. Advice of Counsel. If ▇▇▇▇▇▇ Square shall be in doubt as to
any question of law involved in any action to be taken or omitted by ▇▇▇▇▇▇
Square, it may request advice at its own cost from counsel of its own choosing
(who may be the regularly retained counsel for the Trust or ▇▇▇▇▇▇ Square or
the in-house counsel for ▇▇▇▇▇▇ Square, at the option of ▇▇▇▇▇▇ Square).
c. Conflicting Advice. In case of conflict between directions,
advice or Oral or Written Instructions received by ▇▇▇▇▇▇ Square pursuant to
subsection A of this Section and advice received by ▇▇▇▇▇▇ Square pursuant to
subsection B of this Section, ▇▇▇▇▇▇ Square shall be entitled to rely on and
follow the advice received pursuant to the latter provision alone.
d. Protection of ▇▇▇▇▇▇ Square. ▇▇▇▇▇▇ Square shall be protected
in any action or inaction which it takes in reliance on any directions, advice
or Oral or Written Instructions received pursuant to subsections A or B of
this Section which ▇▇▇▇▇▇ Square, after receipt of any such directions, advice
or Oral or Written Instructions, in good faith believes to be consistent with
such directions, advice or Oral or Written Instructions, as the case may be.
However, nothing in this Section shall be construed as imposing upon ▇▇▇▇▇▇
Square any obligation (i) to seek such direction, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or
Oral or Written Instructions when received, unless, under the terms of another
provision of this Agreement, the same is a condition to ▇▇▇▇▇▇ Square's
properly taking or omitting to take such action. Nothing in this subsection
shall excuse ▇▇▇▇▇▇ Square when an action or omission on the part of ▇▇▇▇▇▇
Square constitutes willful misfeasance, bad faith, negligence or reckless
disregard by ▇▇▇▇▇▇ Square of its duties under this Agreement.
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11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Except as
otherwise provided herein in Sections 4 and 5, the Trust assumes full
responsibility for ensuring that the Trust complies with all applicable
requirements of the 1933 Act, the Securities Exchange Act of 1934 (the "1934
Act"), the 1940 Act, the CEA and any laws, rules and regulations of
governmental authorities having jurisdiction.
12. COMPENSATION. For the performance of its obligations under this
Agreement, the Trust shall pay ▇▇▇▇▇▇ Square with respect to each Fund in
accordance with the fee arrangements described in Schedule A attached hereto,
as such schedule may be amended from time to time.
The Trust shall reimburse ▇▇▇▇▇▇ Square for all reasonable out-of-pocket
expenses incurred by ▇▇▇▇▇▇ Square or its agents in the performance of its
obligations hereunder. Such reimbursement for expenses incurred in any
calendar month shall be made on or before the tenth day of the next succeeding
month.
13. INDEMNIFICATION.
a. The Trust agrees to indemnify and hold harmless ▇▇▇▇▇▇ Square,
its directors, officers, employees, agents and representatives from all taxes,
charges, expenses, assessments, claims and liabilities including, without
limitation, liabilities arising under the 1933 Act, the 1934 Act and any
applicable state and foreign laws, and amendments thereto (the "Securities
Laws"), and expenses, including without limitation reasonable attorneys' fees
and disbursements arising directly or indirectly from any action or omission
to act which ▇▇▇▇▇▇ Square takes (i) at the request of or on the direction of
or in reliance on the advice of the Trust or (ii) upon Oral or Written
Instructions. Neither ▇▇▇▇▇▇ Square nor any of its nominees shall be
indemnified against any liability (or any expenses incident to such liability)
arising out of ▇▇▇▇▇▇ Square's or its directors', officers', employees',
agents' and representatives own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Agreement.
b. Rodney Square agrees to indemnify and hold harmless the Trust
from all taxes, charges, expenses, assessments, claims and liabilities arising
from ▇▇▇▇▇▇ Square's obligations pursuant to this Agreement (including,
without limitation, liabilities arising under the Securities Laws, and any
state and foreign securities and blue sky laws, and amendments thereto) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements arising directly or indirectly out of ▇▇▇▇▇▇ Square's or its
directors', officers', employees', agents' and representatives own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
c. In order that the indemnification provisions contained in this
Section 13 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion, and shall keep the
other party advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense of such
claim. The party seeking indemnification shall in no case confess any claim
or make any compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
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14. RESPONSIBILITY OF ▇▇▇▇▇▇ SQUARE. ▇▇▇▇▇▇ Square shall be under no
duty to take any action on behalf of the Trust except as specifically set
herein or as may be specifically agreed to by ▇▇▇▇▇▇ Square in writing. In
the performance of its duties hereunder, ▇▇▇▇▇▇ Square shall be obligated to
exercise care and diligence and to act in good faith and to use its best
efforts within reasonable limits in performing services provided for under
this Agreement. ▇▇▇▇▇▇ Square shall be responsible for its own negligent
failure to perform its duties under this Agreement, but to the extent that
duties, obligations and responsibilities are not expressly set forth in this
Agreement, ▇▇▇▇▇▇ Square shall not be liable for any act or omission which
does not constitute willful misfeasance, bad faith or negligence on the part
of ▇▇▇▇▇▇ Square or reckless disregard by ▇▇▇▇▇▇ Square of such duties,
obligations and responsibilities. Without limiting the generality of the
foregoing or of any other provision of this Agreement, ▇▇▇▇▇▇ Square in
connection with its duties under this Agreement shall not be under any duty or
obligation to inquire into and shall not be liable for or in respect of (i)
the validity or invalidity or authority or lack thereof of any Oral or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which ▇▇▇▇▇▇ Square reasonably believes to
be genuine; or (ii) delays or errors or loss of data occurring by reason of
circumstances beyond ▇▇▇▇▇▇ Square's control, including acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdown (except as provided in Section 9), flood or catastrophe, acts of
God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply, which circumstances ▇▇▇▇▇▇ Square shall take
minimal actions to minimize loss of data therefor.
15. DURATION, TERMINATION, ETC. The provisions of this Agreement may
not be changed, waived, discharged or terminated orally, but only by written
instrument that shall make specific reference to this Agreement and that shall
be signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.
This Agreement shall become effective as of the date first written above,
and unless terminated as provided, shall continue in force for three (3) years
from the date of its execution and thereafter from year to year, provided
continuance after the three (3) year period is approved at least annually by
(i) the vote of a majority of the Trustees of the Trust and (ii) the vote of a
majority of those Trustees of the Trust who are not interested persons of the
Trust, and who are not parties to this Agreement or interested persons of any
party, cast in person at a meeting called for the purpose of voting on the
approval. This Agreement may at any time be terminated on one hundred and
twenty (120) days written notice given to ▇▇▇▇▇▇ Square or by ▇▇▇▇▇▇ Square
by one hundred and twenty (120) days written notice given to the Trust;
provided, however, that the foregoing provisions of this Agreement may be
terminated immediately at any time for cause either by the Trust or by ▇▇▇▇▇▇
Square in the event that such cause shall have remained unremedied for sixty
(60) days or more after receipt of written specification of such cause.
Upon the termination of this Agreement, the Trust shall pay to ▇▇▇▇▇▇
Square such compensation as may be payable for the period prior to the
effective date of such termination, including reimbursement for any out-of-
pocket expenses reasonably incurred by ▇▇▇▇▇▇ Square to such date. In the
event that the Trust designates a successor to any of ▇▇▇▇▇▇ Square's
obligations hereunder, ▇▇▇▇▇▇ Square shall, at the expense and direction of
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the Trust, transfer to such successor all relevant books, records and other
data established or maintained by ▇▇▇▇▇▇ Square under the foregoing
provisions.
Upon the termination of this Agreement within the initial three (3) year
term by the Trust, the Trust's Board of Trustees or ▇▇▇▇▇▇ Square, the party
initiating termination shall pay the other party with respect to each Fund in
accordance with the provisions of liquidated damages described in Schedule A
attached hereto, as such schedule may be amended from time to time.
16. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
17. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party to this
Agreement at its principal place of business.
18. INSURANCE. Upon request ▇▇▇▇▇▇ Square shall provide the Trust with
details regarding its insurance coverage, and ▇▇▇▇▇▇ Square shall notify the
Trust should any of its insurance coverage be materially changed. Such
notification shall include the date of change and the reason or reasons
therefor. ▇▇▇▇▇▇ Square shall notify the Trust of any material claims against
it, whether or not they may be covered by insurance and shall notify the Trust
from time to time as may be appropriate of the total outstanding claims made
by ▇▇▇▇▇▇ Square under its insurance coverage.
19. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
20. FURTHER ACTIONS. Each Party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
21. GOVERNING LAW. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Delaware.
22. DELEGATION. On thirty (30) days' prior written notice to the Trust,
▇▇▇▇▇▇ Square may assign any part or all its rights and delegate its duties
hereunder to any wholly owned direct or indirect subsidiary of Wilmington
Trust Company provided that (i) the delegate agrees with ▇▇▇▇▇▇ Square to
comply with all relevant provisions of the 1940 Act and applicable rules and
regulations; (ii) ▇▇▇▇▇▇ Square shall remain responsible for the performance
of all of its duties under this Agreement; (iii) ▇▇▇▇▇▇ Square and such
delegate shall promptly provide such information as the Trust may request; and
(iv) ▇▇▇▇▇▇ Square shall respond to such questions as the Trust may ask,
relative to the delegation, including (without limitation) the capabilities
for the delegate.
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23. SHAREHOLDER LIABILITY. ▇▇▇▇▇▇ Square acknowledges that it has
received notice of and accepts the limitations of liability set forth in the
Trust's Declaration of Trust. ▇▇▇▇▇▇ Square agrees that the Trust's
obligations hereunder shall be limited to the Trust, and that ▇▇▇▇▇▇ Square
shall have recourse solely against the assets of the Fund with respect to
which the Trust's obligations hereunder relate and shall have no recourse
against the assets of any other Fund or against any shareholder, Trustee,
officer, employee, or agent of the Trust.
24. MISCELLANEOUS.
a. Rodney Square acknowledges that it has received notice of and
accepts the limitations of liability set forth in the Trust's Declaration of
Trust. ▇▇▇▇▇▇ Square agrees that the Trust's obligations hereunder shall be
limited to the Trust, and that ▇▇▇▇▇▇ Square shall have recourse solely
against the assets of the Fund with respect to which the Trust's obligations
hereunder relate and shall have no recourse against the assets of any other
Fund or against any shareholder, Trustee, officer, employee, or agent of the
Trust.
b. This Agreement embodies the entire agreement and understanding
between the parties thereto, and supersedes all matters hereof, provided that
the parties hereto may embody in one or more separate documents their
agreement, if any, with respect to Written and/or Oral Instructions. The
captions in this Agreement are included for convenience of reference only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement shall be binding and shall inure
to the benefits of the parties hereto and their respective successors.
IN WITNESS WHEREOF the parties have caused this instrument to be signed
on their behalf by their respective officers thereunto duly authorized all as
of the date first written above.
THE ▇▇▇▇▇▇▇ FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chairman and President
▇▇▇▇▇▇ SQUARE MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
President
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ACCOUNTING SERVICES AGREEMENT
SCHEDULE A
THE ▇▇▇▇▇▇▇ FUNDS
LISTING AND FEE SCHEDULE
FUND LISTING: The Olstein Financial Alert Fund
FEE SCHEDULE:
For the services ▇▇▇▇▇▇ Square provides under the Accounting Services
Agreement attached hereto, The ▇▇▇▇▇▇▇ Funds (the "Trust") on behalf of the
Funds listed above agrees to pay ▇▇▇▇▇▇ Square an accounting fee equal to
$40,000 minimum to $50 million plus
0.03% of assets from $50 million - $100 million plus
0.02% of assets from $100 million - $250 million plus
0.01% of assets in excess of $250 million
This accounting fee shall be payable monthly as soon as practicable after the
last day of each month based on the average of the daily net assets of each
Fund, as determined at the close of business on each day throughout the month.
Out of pocket expenses shall be reimbursed by the Trust to ▇▇▇▇▇▇ Square or
paid directly by the Trust.
LIQUIDATED DAMAGES:
Upon the termination of this Agreement within the initial three (3) year term
by the Trust or the Trust's Board of Trustees, the Trust shall pay to ▇▇▇▇▇▇
Square liquidated damages with respect to each Fund in an amount equal to
three (3) months of base fees as determined in the manner set forth above.
Upon the termination of this Agreement within the initial three (3) year term
by ▇▇▇▇▇▇ Square, ▇▇▇▇▇▇ Square shall pay the Trust liquidated damages in an
amount equal to $7,500.00 to compensate the Trust for any damages resulting
from such termination, provided, that ▇▇▇▇▇▇ Square shall not be liable for
liquidated damages if it pays or has paid the Trust liquidated damages of
$7,500.00 in connection with the termination of any other ▇▇▇▇▇▇ Square
agreement including, but not limited to, the Administration Agreement and
Transfer Agency Agreement (collectively, the "Service Agreements"). In the
event ▇▇▇▇▇▇ Square terminates this Agreement within the initial three (3)
year term, the Trust shall have the option, from the date of notice of such
termination, to terminate any of the Service Agreements, without incurring
liquidated damages, by providing one hundred and twenty (120) days written
notice to ▇▇▇▇▇▇ Square.
A-1
ACCOUNTING SERVICES AGREEMENT
SCHEDULE B
THE ▇▇▇▇▇▇▇ FUNDS
AUTHORIZED PERSONS
The following persons have been duly authorized by the Board of Trustees
to give Oral and Written Instructions on behalf of the above-named Trust in
connection with this Agreement:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
B-1
ACCOUNTING SERVICES AGREEMENT
SCHEDULE C
THE ▇▇▇▇▇▇▇ FUNDS
TRUST AGREEMENTS SCHEDULE
1. The Investment Management Agreement between The Olstein Funds (the
"Trust"), on behalf of The Olstein Financial Alert Fund (the "Fund"), and
▇▇▇▇▇▇▇ and Associates, L.P. (the "Investment Manager"), dated as of
August 18, 1995;
2. The Administration Services Agreement between the Trust and ▇▇▇▇▇▇ Square
Management Corporation, a Delaware Corporation ("▇▇▇▇▇▇ Square"), dated
as of August 18, 1995;
3. The Transfer Agency Agreement between the Trust and ▇▇▇▇▇▇ Square, dated
as of August 18, 1995;
4. The Custodian Agreement between the Trust and Wilmington Trust Company,
dated as of August 18, 1995;
5. The Special Custody Account Agreement between the Trust, Wilmington Trust
Company, and Bear ▇▇▇▇▇▇▇ Securities Corp., dated as of August 18, 1995,
to facilitate the Trust's short selling activities; and
6. The Distribution Agreement among the Trust, the Investment Manager and
▇▇▇▇▇▇ Square Distributors, Inc., dated as of August 18, 1995.
C-1
