TRANS ADVISER FUNDS, INC.
FUND ACCOUNTING AGREEMENT
AGREEMENT made the 22nd day of September 1995, between Trans Adviser
Funds, Inc. (the "Corporation"), a corporation organized under the laws of the
State of Maryland with its principal place of business at 000 Xxxx Xxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxxx 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, Xxxxx 00000.
WHEREAS, the Corporation 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 common stock, no par value (the "Shares"), in separate
series and classes; and
WHEREAS, the Corporation desires that FFC perform certain fund
accounting services for each series of the Corporation 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 Corporation as listed on
Schedule A hereto, as it may be amended from time to time (each a "Fund" and,
collectively, the "Funds") 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 Corporation and FFC do hereby agree as follows:
SECTION 1. SERVICES TO BE PERFORMED
For each Fund, FFC shall perform the services listed in this Section.
FFC and the Corporation'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
Corporation the following books and records of each Fund, 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
sub-section (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
Corporation for, or in connection with, the purchase or sale of
securities, and all other portfolio purchases or sales, as
required by sub-sections (b)(5) and (b)(6) of the Rule;
(iv) A record of all options, if any, in which the Corporation has any
direct or indirect interest or which the Corporation 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 sub-section (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 Corporation. FFC agrees to make such
books and records available for inspection by the Corporation 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 Fund's then-current Prospectus;
(ii) Calculate dividends and capital gain distributions, if any, as
required by the Corporation;
(iii)Calculate the yield, effective yield, tax equivalent yield and
total return for each Fund, and each class thereof, as
applicable, and such other measure of performance as may be
agreed upon between the parties hereto;
(iv) Provide the Corporation 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
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(C) a current cash position and projection report;
(v) Prepare and record, as of each time when the net asset value of a
Fund is calculated or as otherwise directed by Forum, either
(A) a valuation of the assets in the Fund (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 Fund'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 Corporation's
transfer agent in order to prepare, and prepare, the
Corporation's Form N-SAR.
(c) Other Services. FFC shall:
(i) Assist the Corporation's independent accountants and, upon
approval of the Corporation or Forum, any regulatory body in any
requested review of the Corporation'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 Corporation shall pay to FFC a fee with respect to each Fund, as calculated
in accordance with Schedule B hereto. These fees shall be paid monthly in
advance. Fees will begin to accrue for each Fund on the latter of the effective
date of this Agreement or the date of commencement of operations of the Fund.
(b) Reimbursement of Expenses. The Corporation shall reimburse FFC for
all of FFC's reasonable out-of-pocket expenses incurred in the performance of
its duties hereunder.
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The Corporation also shall reimburse FFC for all reasonable expenses and
employee time attributable to any review of the Corporation's accounts and
records by the Corporation'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 Corporation's property in FFC's
possession to the Corporation 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 Fund, or class thereof, without the payment of any penalty, (i)
by a vote of a majority of the Corporation's Board of Directors on 60 days'
written notice to FFC or (ii) by FFC on 60 days' written notice to the
Corporation. 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 Corporation 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 Corporation
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 Fund made to FFC by an officer of the Corporation
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 Corporation 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 Corporation, 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
Fund 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.
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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
Corporation as proprietary information of the Corporation 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
Corporation, 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 Corporation.
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.
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(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.
TRANS ADVISER FUNDS, INC.
/s/ Xxxxxx X. Tranton
-------------------------
Xxxxxx X. Xxxxxxx
President
FORUM FINANCIAL CORP.
/s/ Xxxx X. Xxxxxx
--------------------------
Xxxx X. Xxxxxx
President
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TRANS ADVISER FUNDS, INC.
FUND ACCOUNTING AGREEMENT
Schedule A
FUNDS OF
TRANS ADVISER FUNDS, INC.
as of September 22, 1995
Growth Value Fund
Aggressive Growth Fund
Intermediate Bond Fund
Kentucky Tax-Free Fund
Tennessee Tax-Free Fund
Money Market Fund
TRANS ADVISER FUNDS, INC.
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:
Funds with asset levels exceeding:
$100 million $6,000/year
$250 million $6,000/year
$500 million $6,000/year
$1 billion $6,000/year
Funds requiring international custody, or holding futures,
options, forward contracts, foreign currencies, or other hedge
instruments $12,000/year
Funds with more than 30 international positions $12,000/year
Tax Free Money Market Funds $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.
