FUND ACCOUNTING SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this 28th
day of
June, 2000, by and between Cullen Funds Trust, a Delaware business trust
(hereinafter referred to as the “Trust”) and Firstar Mutual Fund Services, LLC,
a limited liability company organized under the laws of the State of Wisconsin
(hereinafter referred to as “FMFS”).
WHEREAS,
the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS,
the Trust is authorized to create separate series, each with its own separate
investment portfolio;
WHEREAS,
FMFS is a limited liability corporation and, among other things, is in the
business of providing mutual fund accounting services to investment companies;
and
WHEREAS,
the Trust desires to retain FMFS to provide accounting services to each series
of the Trust listed on Exhibit A attached hereto, (each hereinafter referred
to
as a “Fund”), as it may be amended from time to time.
NOW
THEREFORE, in consideration of the mutual agreements herein made, the Trust
and
FMFS agree as follows:
1. Appointment
of Fund Accountant
The
Trust
hereby appoints FMFS as Fund Accountant of the Trust on the terms and conditions
set forth in this Agreement, and FMFS hereby accepts such appointment and agrees
to perform the services and duties set forth in this Agreement in consideration
of the compensation provided for herein.
2. Duties
and Responsibilities of FMFS
A. Portfolio
Accounting Services
(1) Maintain
portfolio records on a trade date+1 basis using security trade information
communicated from the investment manager.
(2) For
each
valuation date, obtain prices from a pricing source approved by the Board of
Trustees of the Trust and apply those prices to the portfolio positions. For
those securities where market quotations are not readily available, the Board
of
Trustees of the Trust shall approve, in good faith, the method for determining
the fair value for such securities.
(3) Identify
interest and dividend accrual balances as of each valuation date and calculate
gross earnings on investments for the accounting period.
(4) Determine
gain/loss on security sales and identify them as, short-term or long-term;
account for periodic distributions of gains or losses to shareholders and
maintain undistributed gain or loss balances as of each valuation
date.
B. Expense
Accrual and Payment Services:
(1) For
each
valuation date, calculate the expense accrual amounts as directed by the Trust
as to methodology, rate or dollar amount.
(2) Record
payments for Fund expenses upon receipt of written authorization from the
Trust.
(3) Account
for Fund expenditures and maintain expense accrual balances at the level of
accounting detail, as agreed upon by FMFS and the Trust.
(4) Provide
expense accrual and payment reporting.
C. Fund
Valuation and Financial Reporting Services:
(1) Account
for Fund share purchases, sales, exchanges, transfers, dividend reinvestments,
and other Fund share activity as reported by the transfer agent on a timely
basis.
(2) Apply
equalization accounting as directed by the Trust.
(3) Determine
net investment income (earnings) for the Fund as of each valuation date. Account
for periodic distributions of earnings to shareholders and maintain
undistributed net investment income balances as of each valuation
date.
(4) Maintain
a general ledger and other accounts, books, and financial records for the Fund
in the form as agreed upon.
(5) Determine
the net asset value of the Fund according to the accounting policies and
procedures set forth in the Fund’s Prospectus.
(6) Calculate
per share net asset value, per share net earnings, and other per share amounts
reflective of Fund operations at such time as required by the nature and
characteristics of the Fund.
(7) Communicate,
at an agreed upon time, the per share price for each valuation date to parties
as agreed upon from time to time.
(8) Prepare
monthly reports which document the adequacy of accounting detail to support
month-end ledge balances.
D. Tax
Accounting Services:
(1) Maintain
accounting records for the investment portfolio of the Fund to support the
tax
reporting required for XXX-defined regulated investment companies.
(2) Maintain
tax lot detail for the investment portfolio.
(3) Calculate
taxable gain/loss on security sales using the tax lot relief method designated
by the Trust.
(4) Provide
the necessary financial information to support the taxable components of income
and capital gains distributions to the transfer agent to support tax reporting
to the shareholders.
E. Compliance
Control Services:
(1) Support
reporting to regulatory bodies and support financial statement preparation
by
making the Fund’s accounting records available to the Trust, the Securities and
Exchange Commission, and the outside auditors.
(2) Maintain
accounting records according to the 1940 Act and regulations provided
thereunder
F. FMFS
will
perform the following accounting functions on a daily basis:
(1) Reconcile
cash and investment balances of each Portfolio with the Custodian, and provide
the Advisor with the beginning cash balance available for investment
purposes;
(2) Transmit
or mail a copy of the portfolio valuation to the Advisor;
(3) Review
the impact of current day’s activity on a per share basis, review changes in
market value.
G. In
addition, FMFS will:
(1) Prepare
monthly security transactions listings;
(2) Supply
various Trust, Portfolio and class statistical data as requested on an ongoing
basis.
Pricing
of Securities
For
each
valuation date, obtain prices from a pricing source selected by FMFS but
approved by the Board of Trustees and apply those prices to the portfolio
positions of the Fund. For those securities where market quotations are not
readily available, the Company’s Board of Trustees shall approve, in good faith,
the method for determining the fair value for such securities.
If
the
Trust desires to provide a price which varies from the pricing source, the
Trust
shall promptly notify and supply FMFS with the valuation of such security on
each valuation date. All pricing changes made by the Trust will be in writing
and must specifically identify the securities to be changed by CUSIP, name
of
security, new price or rate to be applied, and, if applicable, the time period
for which the new price(s) is/are effective.
Changes
in Account Procedures
Any
resolution passed by the Board of Trustees of the Trust that affects accounting
practices and procedures under this Agreement shall be effective upon written
receipt and acceptance by the FMFS.
Changes
in Equipment, Systems, Service, Etc.
FMFS
reserves the right to make changes from time to time, as it deems advisable,
relating to its services, systems, programs, rules, operating schedules and
equipment, so long as such changes do not adversely affect the service provided
by the Trust under this Agreement.
Compensation
FMFS
shall be compensated for providing the services set forth in this Agreement
in
accordance with the Fee Schedule attached hereto as Exhibit A and as mutually
agreed upon and amended from time to time. The Trust agrees to pay all fees
and
reimbursable expenses within ten (10) business days following the receipt of
the
billing notice. Notwithstanding anything to the contrary, amounts owed by the
Trust to FMFS shall only be paid out of the assets and property of the
particular Fund involved.
Performance
of Service; Limitation of Liability
FMFS
shall exercise reasonable care in the performance of its duties under this
Agreement. FMFS shall not be liable for any error of judgment or mistake of
law
or for any loss suffered by the Trust in connection with matter to which this
Agreement relates, including losses resulting from mechanical breakdowns or
the
failure of communication or power supplies beyond FMFS’s control, except a loss
arising out of or relating to FMFS’s refusal or failure to comply with the terms
of this Agreement or from bad faith, negligence, or willful misconduct on its
part in the performance of its duties under this Agreement. Notwithstanding
any
other provision of this Agreement, if FMFS has exercised reasonable care in
the
performance of its duties under this Agreement, the Trust shall indemnify and
hold harmless FMFS from and against any and all claims, demands, losses,
expenses, and liabilities (whether with or without basis in fact or law) of
any
and every nature (including reasonable attorneys’ fees) which FMFS may sustain
or incur or which may be asserted against FMFS by any person arising out of
any
action taken or omitted to be taken by it in performing the services hereunder,
except for any and all claims, demands, losses, expenses, and liabilities
arising out of or relating to FMFS’s refusal or failure to comply with the terms
of this Agreement or from bad faith, negligence or from willful misconduct
on
its part in performance of its duties under this Agreement, (i) in accordance
with the foregoing standards, or (ii) in reliance upon any written or oral
instruction provided to FMFS by any duly authorized officer of the Trust, such
duly authorized officer to be included in a list of authorized officers
furnished to FMFS and as amended from time to time in writing by resolution
of
the Board of Trustees of the Trust.
FMFS
shall indemnify and hold the Trust harmless from and against any and all claims,
demands, losses, expenses, and liabilities (whether with or without basis in
fact or law) of any and every nature (including reasonable attorneys’ fees)
which the Trust may sustain or incur or which may be asserted against the Trust
by an person arising out of any action taken or omitted to be taken by FMFS
as a
result of FMFS’s refusal or failure to comply with the terms of this Agreement,
its bad faith, negligence, or willful misconduct.
In
the
event of a mechanical breakdown or failure of communication or power supplies
beyond its control, FMFS shall take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond FMFS’s
control. FMFS will make every reasonable effort to restore any lost or damaged
data and correct any errors resulting from such breakdown at the expense of
FMFS. FMFS agrees that it shall, at all times, have reasonable contingency
plans
with appropriate parties, making reasonable provision for emergency use of
electrical data processing equipment to the extent appropriate equipment is
available. Representatives of the Trust shall be entitled to inspect FMFS’s
premises and operating capabilities at any time during regular business hours
of
FMFS, upon reasonable notice to FMFS.
Regardless
of the above, FMFS reserves the right to reprocess and correct administrative
errors at its own expense.
In
order
that the indemnification provisions contained in this section shall apply,
it is
understood that if in any case the indemnitor may be asked to indemnify or
hold
the indemnitee harmless, the indemnitor shall be fully and promptly advised
of
all pertinent facts concerning the situation in question, and it is further
understood that the indemnitee will use all reasonable care to notify the
indemnitor promptly concering any situation which presents or appears likely
to
present the probability of a claim for indemnification. The indemnitor shall
have the option to defend the indemnitee against any claim which may be the
subject of this indemnification. In the event that the indemnitor so elects,
it
will so notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. Indemnitee shall in no case confess any
claim or make any compromise in any case in which the indemnitor will be asked
to indemnify the indemnitee except with the indemnitor’s prior written
consent.
FMFS
is
hereby expressly put on notice of the limitation of shareholder liability as
set
forth in the Trust Instrument of the Trust and agrees that obligations assumed
by the Trust pursuant to this Agreement shall be limited in all cases to the
Trust and its assets, and if the liability relates to one or more series, the
obligations hereunder shall be limited to the respective assets of such series.
FMFS further agrees that it shall not seek satisfaction of any such obligation
from the shareholder or any individual shareholder of a series of the Trust,
nor
from the Trustees or any individual Trustee of the Trust.
Proprietary
and Confidential Information
FMFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Trust all records and
other
information relative to the Trust and prior, present, or potential shareholders
of the Trust (and clients of said shareholders), and not to use such records
and
information for any purpose other than the 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 my not
be
withheld where FMFS 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.
Term
of
Agreement
This
Agreement shall become effective as of the date hereof and will continue in
effect for a period of three years. During the initial three year term of this
Agreement, if the Trust terminates any services with FMFS, the Trust agrees
to
compensate Firstar an amount equal to the fees remaining under the initial
three-year Agreement. Subsequent to the initial three-year term, this Agreement
may be terminated by either party upon giving ninety (90) days prior written
notice to the other party or such shorter period as is mutually agreed upon
by
the parties. However, this Agreement may be amended by mutual written consent
of
the parties.
Records
FMFS
shall keep records relating to the services to be performed hereunder, in the
form and manner, and for such period as it may deem advisable and is agreeable
to the Trust but not inconsistent with the rules and regulations of appropriate
government authorities, in particular, Section 31 of the 1940 Act, and the
rules
thereunder. FMFS agrees that all such records prepared or maintained by FMFS
relating to the services to be performed by FMFS hereunder are the property
of
the Trust and will be preserved, maintained, and made available in accordance
with such section and rules of the 1940 Act and will be promptly surrendered
to
the Trust on and in accordance with its request.
Governing
Law
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin. However, nothing herein shall be construed in a manner inconsistent
with the 1940 Act or any rule or regulation promulgated by the SEC
thereunder.
Duties
in
the Event of Termination
In
the
event that in connection with termination, a successor to any of FMFS’s duties
or responsibilities hereunder is designated by the Trust by written notice
to
FMFS, FMFS will promptly, upon such termination and at the expense of the Trust
transfer to such successor all relevant books, records, correspondence and
other
data established or maintained by FMFS under this Agreement in a form reasonably
acceptable to the Trust (if such form differs from the form in which FMFS has
maintained the same, the Trust shall pay any expenses associated with
transferring the same to such form), and will cooperate in the transfer of
such
duties and responsibilities, including provision for assistance from FMFS’s
personnel in the establishment of books, records and other data by such
successor.
No
Agency
Relationship
Nothing
herein contained shall be deemed to authorize or empower FMFS to act as agent
for the other party to this Agreement, or to conduct business in the name of,
or
for the account of the other party to this Agreement.
Data
Necessary to Perform Services
The
Trust
or its agent, which may be FMFS, shall furnish to FMFS the data necessary to
perform the services described herein at such times and in such form as mutually
agreed upon. If FMFS is also acting in another capacity for the Trust, nothing
herein shall be deemed to relieve FMFS of any of its obligations in such
capacity.
Notification
of Error
The
Trust
will notify FMFS of any balancing or control error caused by FMFS the later
of:
within three (3) business days after receipt of any reports rendered by FMFS
to
the Trust; within three (3) business days after discovery of any error or
omission not covered in the balancing or control procedure, or within three
(3)
business days of receiving notice from any shareholder.
Notices
Notices
of any kind to be given by either party to the other party shall be in writing
and shall be duly given if mailed or delivered as follows: Notice to FMFS shall
be sent to:
Firstar
Mutual Fund Services, LLC
000
Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
And
notice to the Trust shall be sent to:
Attn:
President
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
a duly authorized officer on one or more counterparts as of the day and year
first written above.
|
FIRSTAR
MUTUAL FUND SERVICES, LLC
|
|
|
By:
/s/ Xxxxx X. Xxxxxx
|
By:
/s/ Xxxxxx Xxxxxxxxx
|
|
Attest:
/s/ Xxxxxx Xxxxxxxx
|
Attest:
/s/ illegible
|
