ACCOUNTING SERVICES AGREEMENT
This Agreement, dated as of the 1st day of August, 1995 made by and
between IAA Trust Growth Fund, Inc. (the "Growth Fund"), a corporation duly
organized and existing under the laws of the State of Maryland and operating as
an open-end management investment company registered under the Investment
Company Act of 1940, as amended, and Fund/Plan Services, Inc. ("Fund/Plan"), a
corporation duly organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Growth Fund desires to appoint Fund/Plan as Accounting
Services Agent to maintain and keep current the books, accounts, records,
journals or other records of original entry relating to the business of the
Growth Fund (the "Accounts and Records") and to perform certain other functions
in connection with such Accounts and Records; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below; and
WHEREAS, the Growth Fund will provide all necessary information
concerning the Fund to Fund/Plan so that Fund/Plan may appropriately execute its
responsibilities hereunder;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:
Section 1. For purposes of this Agreement:
Oral Instructions shall mean an authorization, instruction, approval,
item or set of data, or information of any kind transmitted to Fund/Plan in
person or by telephone, telegram, telecopy, or other mechanical or documentary
means lacking an original signature, by a person or persons reasonably
identified to Fund/Plan to be a person or persons authorized by a resolution of
the Board of Directors of the Growth Fund, to give such Oral Instructions on
behalf of the Growth Fund.
Written Instructions shall mean an authorization, instruction,
approval, item or set of data or information of any kind transmitted to
Fund/Plan in original writing containing an original signature or a copy of such
document transmitted by telecopy including transmission of such signature
reasonably identified to Fund/Plan to be the signature of a person authorized
by a resolution of the Board of Directors of the Growth Fund to give written
instructions on behalf of the Growth Fund.
The Growth Fund shall file with Fund/Plan a certified copy of each
resolution of its Board of Directors authorizing execution of Written
Instructions or the transmittal of Oral Instructions as provided above.
Section 2. To the extent Fund/Plan receives the necessary information
from the Growth Fund or its agents by Written or Oral Instructions, Fund/Plan
shall maintain and keep current the following Accounts and Records relating to
the business of the Growth Fund in such form as may be mutually agreed upon
between the Growth Fund and Fund/Plan:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid and Payable Schedule
(d) Purchase and Sales Journals - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers - Transaction Report and Tax Lot Holdings Report
(g) Broker Ledger - Commission Report
(h) Daily Expense Accruals
(i) Daily Interest Accruals
(j) Daily Trial Balance
(k) Portfolio Interest Receivable and Income Journal
(l) Portfolio Dividend Receivable and Income Register
(m) Listing of Portfolio Holdings - showing cost, market value and
percentage of portfolio comprised of each security.
(n) Average Daily Net assets provided on monthly basis.
The necessary information to perform the above functions and the
calculation of the net asset value of the Growth Fund as provided below, is to
be furnished by Written or Oral Instructions to Fund/Plan daily (in accordance
with the time frame identified below) prior to the close of regular trading on
the New York Stock Exchange.
Section 3. Fund/Plan shall perform the ministerial calculations
necessary to calculate the Growth Fund's net asset value each day that the New
York Stock Exchange is open for business, in accordance with (i) the Fund's
current prospectus and statement of additional information then in effect and
(ii) procedures with respect thereto approved by the Board of Directors of the
Growth Fund and supplied in writing to Fund/Plan. Portfolio items for which
market quotations are available by Fund/Plan's use of an automated financial
information service (the "Service") shall be based on the closing prices of such
Service except where the Growth Fund has given or caused to be given specific
Written or Oral Instructions to utilize a
different value subject to the appropriate provisions in the Growth Fund's
prospectus and statement of additional information then in effect. All of the
portfolio securities shall be given such values as the Growth Fund provides by
Written or Oral Instructions including all restricted securities and other
securities requiring valuation not readily ascertainable solely by such Service
subject to the appropriate provisions in the Growth Fund's prospectus and
statement of additional information then in effect. Fund/Plan shall have no
responsibility or liability for the accuracy of prices quoted by such Service;
for the accuracy of the information supplied by the Growth Fund; or for any
loss, liability, damage, or cost arising out of any inaccuracy of such data.
Fund/Plan shall have no responsibility or duty to include information or
valuations to be provided by the Growth Fund in any computation unless and until
it is timely supplied to Fund/Plan in usable form. Fund/Plan shall record
corporate action information as received from the custodian of the Growth Fund's
assets (the "Custodian"), the Service, or the Growth Fund. Fund/Plan shall have
no duty to gather or record corporate action information not supplied by these
sources.
Fund/Plan will assume no liability for price changes caused by: the
investment advisor(s), custodian of the assets of the Growth Fund (the
"Custodian") and suppliers of security prices, corporate action and dividend
information, or any party other than Fund/Plan itself.
In the event an error is made by Fund/Plan which creates a price change
of an amount greater than or equal to one half of one percent of the correct net
asset value ("NAV"), consideration must be given to the effect of the price
change as described below.
Notwithstanding the provisions of Section 11, the following provisions
govern Fund/Plan's liability for errors in calculating the NAV of the Growth
Fund:
If the NAV should have been higher for a date or dates in the
past, the error would have the effect of having given more shares to
subscribers and less money to redeemers to which they were entitled.
Conversely, if the NAV should have been lower, the error would have the
effect of having given less shares to subscribers and overpaying
redeemers.
If the error affects the prior business day's NAV only, and if
Fund/Plan can rerun the prior day's work before shareholder statements
and checks are mailed, the Growth Fund hereby accepts this manner of
correcting the error.
If the error spans five (5) business days or less, Fund/Plan
shall reprocess shareholder purchases and redemptions where redeeming
shareholders have been underpaid. Fund/Plan shall assume liability to
the Growth Fund for overpayments to shareholders who have fully
redeemed.
If the error spans more than five (5) business days, Fund/Plan
would bear the liability to the Growth Fund for, 1) buying in for
excess shares given to shareholders if the NAV should have been higher,
or, 2) funding overpayments to shareholders who have redeemed if the
NAV should have been lower. The cost of any reprocessing required for
shareholders who have been credited with fewer shares than appropriate,
or for redeeming shareholders who are due additional amounts of money
will also be borne by Fund/Plan.
Section 4. For all purposes under this Agreement, Fund/Plan is
authorized to act upon receipt of the first of any Written or Oral Instruction
it receives from the Growth Fund or its agents on behalf of the Growth Fund. In
cases where the first instruction is an Oral Instruction that is not in the form
of a document or written record, a confirmatory Written Instruction or Oral
Instruction in the form of a document or written record shall be delivered, and
in cases where Fund/Plan receives an Instruction, whether Written or Oral, to
enter a portfolio transaction on the records, the Growth Fund shall cause the
broker/dealer to send a written confirmation to the Custodian. Fund/Plan shall
be entitled to rely on the first Instruction received, and for any act or
omission undertaken in compliance therewith shall be free of liability and fully
indemnified and held harmless by the Growth Fund, provided however, that in the
event a Written or Oral Instruction received by Fund/Plan is countermanded by a
timely received subsequent Written or Oral Instruction prior to acting upon such
countermanded Instruction, Fund/Plan shall act upon such subsequent Written or
Oral Instruction. The sole obligation of Fund/Plan with respect to any follow-up
or confirmatory Written Instruction, Oral Instruction in documentary or written
form, shall be to make reasonable efforts to detect any such discrepancy between
the original Instruction and such confirmation and to report such discrepancy to
the Growth Fund. The Growth Fund shall be responsible, at the Growth Fund's
expense, for taking any action, including any reprocessing, necessary to correct
any discrepancy or error. To the extent such action requires Fund/Plan to act,
the Growth Fund shall give Fund/Plan specific Written Instruction as to the
action required.
Section 5. The Growth Fund shall cause its Custodian to forward to
Fund/Plan a daily statement of cash and portfolio transactions. At the end of
each month, the Growth Fund shall cause the Custodian to forward to Fund/Plan a
monthly statement of portfolio positions, which will be reconciled with the
Growth Fund's Accounts and Records maintained by Fund/Plan on its behalf.
Fund/Plan will report any discrepancies to the Custodian, and report any
unreconciled items to the Growth Fund.
Section 6. Fund/Plan shall promptly supply daily and periodic reports
to the Growth Fund as requested by the Growth Fund and agreed upon by Fund/Plan.
Section 7. The Growth Fund shall provide and shall require each of its
agents (including the Custodian) to provide Fund/Plan as of the close of each
business day, or on such other schedule as the Growth Fund determines is
necessary, with Written or Oral Instructions (to be delivered to Fund/Plan by
11:00 a.m., Eastern time, the next following business day) containing all data
and information necessary for Fund/Plan to maintain the Growth Fund's Accounts
and Records and Fund/Plan may conclusively assume that the information it
receives by Written or Oral Instructions is complete and accurate. Fund/Plan, as
Transfer Agent, accepts responsibility for providing reports to the Fund/Plan
Accounting Unit of share purchases, redemptions, and total shares outstanding,
on the next business day after each net asset valuation.
Section 8. The Accounts and Records, in the agreed-upon format,
maintained by Fund/Plan shall be the property of the Growth Fund and shall be
made available to the Growth Fund promptly upon request and shall be maintained
for the periods prescribed in Rules 31a-1 and 31a-2 under the Investment Company
Act of 1940, as amended. Fund/Plan shall assist the Fund's independent auditors,
or upon approval of the Fund, or upon demand, any regulatory body, in any
requested review of the Fund's Accounts and Records but shall be reimbursed for
all reasonable expenses (expenses generally such as shipping, photocopying,
faxing, special reports, etc.) and reasonable employee time for complying with
extra services, (currently a rate of $50.00 per hour) invested in any such
review of the Fund's Accounts and Records outside of routine and normal periodic
review and audits. Upon receipt from the Growth Fund of the necessary
information, Fund/Plan shall supply the necessary data for the Growth Fund or an
independent auditor's completion of any necessary tax returns, questionnaires,
periodic
reports to Shareholders and such other reports and information requests as the
Growth Fund and Fund/Plan shall agree upon from time to time.
Section 9. In case of any request or demand for the inspection of the
records of the Growth Fund, Fund/Plan shall endeavor to notify the Growth Fund
and to secure instructions as to permitting or refusing such inspection.
Fund/Plan may however, exhibit such records to any person in any case where it
is advised by its counsel that it may be held liable for failure to do so after
notice to the Growth Fund.
Section 10. Fund/Plan and the Growth Fund may from time to time adopt
such procedures as agreed upon in writing, and Fund/Plan may conclusively assume
that any procedure approved by the Growth Fund or directed by the Growth Fund,
does not conflict with or violate any requirements of the Growth Fund's
Prospectus, Articles of Incorporation, By-Laws, or any rule or regulation of any
regulatory body or governmental agency. The Growth Fund shall be responsible for
notifying Fund/Plan of any changes in regulations or rules which might
necessitate changes in Fund/Plan's procedures, and for working out with
Fund/Plan such changes.
Section 11.
(a) Fund/Plan, its directors, officers, employees,
shareholders, and agents shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Growth Fund in connection with
the performance of this Agreement, except losses resulting from willful
misfeasance, bad faith or negligence on the part of Fund/Plan in the performance
of its obligations and duties under this Agreement.
(b) Any person, even though also a director, officer,
employee, shareholder or agent of Fund/Plan, who may be or become an officer,
trustee, employee or agent of the Growth Fund shall be deemed, when rendering
services to the Growth Fund or acting on any business of the Growth Fund (other
than services or business in connection with Fund/Plan's duties hereunder), to
be rendering such services to or acting solely for the Growth Fund, and not as a
director, officer, employee, shareholder or agent of, or one under the control
or direction of Fund/Plan even though receiving a salary from Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, the
Growth Fund shall indemnify and hold harmless Fund/Plan, its directors,
officers, employees, shareholders and agents from and against any and all
claims, demands, expenses and liabilities (whether
with or without basis in fact or law) of any and every nature which Fund/Plan
may sustain or incur or which may be asserted against Fund/Plan by any person
by reason of, or as a result of:
(i) any action taken or omitted to be taken by
Fund/Plan except matters resulting from willful misfeasance, bad faith,
negligence or reckless disregard on the part of Fund/Plan in the performance of
its obligations and duties under this Agreement; or
(ii) in reliance upon any certificate, instrument,
order or stock certificate or other document reasonably believed by it to be
genuine and to be signed, countersigned or executed by any duly authorized
person, upon the Oral Instructions or Written Instructions of an authorized
person of the Growth Fund or upon the written opinion of legal counsel for the
Growth Fund or Fund/Plan; or
(iii) any action taken or omitted to be taken in good
faith by Fund/Plan in connection with its appointment, in reliance upon any law,
act, regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended, or repealed. Indemnification
under this subparagraph shall not apply, however, to actions or omissions of
Fund/Plan or its directors, officers, employees, shareholders, or agents in
cases of its or their own negligence, willful misconduct, bad faith, or reckless
disregard of its or their own duties hereunder.
(d) Fund/Plan shall give written notice to the Growth Fund
within ten (10) business days of receipt by Fund/Plan of a written assertion or
claim of any threatened or pending legal proceeding which may be subject to this
indemnification. The failure to so notify the Growth Fund of such written
assertion or claim shall not, however, operate in any manner whatsoever to
relieve the Growth Fund of any liability arising from this Section or otherwise,
except to the extent failure to give notice prejudices the Growth Fund.
(e) For any legal proceeding giving rise to this
indemnification, the Growth Fund shall be entitled to defend or prosecute any
claim in the name of Fund/Plan at its own expense and through counsel of its own
choosing if it gives written notice to Fund/Plan within ten (10) business days
of receiving notice of such claim. Notwithstanding the foregoing, Fund/Plan may
participate in the litigation at its own expense through counsel of its own
choosing. If the Growth Fund chooses to defend or prosecute such claim, then the
Parties shall cooperate in the defense or prosecution thereof and shall furnish
such records and other information as are reasonably necessary.
(f) The Fund shall not settle any claim without the Company's
express written consent which shall not be unreasonably withheld. The Company
shall not settle any claim without the Fund's express written consent which
shall not be unreasonably withheld.
Section 12. All financial data provided to, processed by, and reported
by Fund/Plan under this Agreement shall be stated in United States dollars.
Fund/Plan shall have no obligation to convert to, equate, or deal in foreign
currencies or values, and expressly assumes no liability for any currency
conversion or non-U.S. dollar denominated computations relating to the affairs
of the Growth Fund.
Section 13. The Growth Fund agrees to pay Fund/Plan compensation for
its services and to reimburse it for expenses, at the rates and amounts as set
forth in Schedule "B" attached hereto, and as shall be set forth in any
amendments to such Schedule "B" approved by the Growth Fund and Fund/Plan. The
Growth Fund agrees and understands that Fund/Plan's compensation be comprised of
two components and payable on a monthly basis as follows:
(i) An asset based fee subject to a stated minimum
fee, will be billed to the Growth Fund within the first ten (10) calendar days
of the month following the month in which the fee was incurred. The Growth Fund
agrees to pay this fee to Fund/Plan within ten (10) calendar days of receipt of
such xxxx.
(ii) Reimbursement of any reasonable out-of-pocket
expenses paid by Fund/Plan on behalf of the Growth Fund, which out-of-pocket
expenses will be billed to the Growth Fund within the first ten calendar days of
the month following the month in which such out-of-pocket expenses were
incurred. The Growth Fund agrees to reimburse Fund/Plan for such expenses within
ten calendar days of receipt of such xxxx.
For the purpose of determining fees payable to Fund/Plan, the value of
the Growth Fund's net assets shall be computed at the times and in the manner
specified in the Growth Fund's Prospectus and Statement of Additional
Information then in effect.
During the term of this Agreement, should the Growth Fund seek services
or functions in addition to those outlined above or in Schedule "A" attached, a
written amendment to this Agreement specifying the additional services and
corresponding compensation shall be executed by both Fund/Plan and the Growth
Fund.
Section 14. Nothing contained in this Agreement is intended to or shall
require
Fund/Plan, in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance or any other day on which the New York
Stock Exchange is closed. Functions or duties normally scheduled to be performed
on such days shall be performed on, and as of, the next succeeding business day
on which the New York Stock Exchange is open. Notwithstanding the foregoing,
Fund/Plan shall compute the net asset value for the Fund on each day required
pursuant to (i) Rule 22c-1 promulgated under the Investment Company Act of 1940,
as amended, and (ii) the Growth Fund's Prospectus and Statement of Additional
Information then in effect.
Section 15.
(a) The term of this Agreement shall be for a period of three
(3) years, commencing on the date hereinabove first written ("Effective Date")
and shall continue thereafter on a year to year term subject to termination by
either Party as set forth in (c) below.
(b) The fee schedule set forth in Schedule "B" attached shall
be fixed for three (3) years commencing on the Effective Date of this Agreement
and shall continue thereafter subject to review and adjustment of the fee
schedule and termination notice as set forth in section (c) below.
(c) After the initial term of this Agreement, the Growth Fund
or Fund/Plan may give written notice to the other of the termination of this
Agreement, such termination to take effect at the time specified in the notice,
which date shall not be less than one hundred twenty (120) days after the date
of receipt of such notice. Upon the effective termination date, the Growth Fund
shall pay to Fund/Plan such compensation as may be due as of the date of
termination and shall likewise reimburse Fund/Plan for any out-of-pocket
expenses and disbursements reasonably incurred by Fund/Plan to such date.
(d) If a successor to any of Fund/Plan's duties or
responsibilities under this Agreement is designated by the Growth Fund by
written notice to Fund/Plan in connection with the termination of this
Agreement, Fund/Plan shall promptly upon such termination and at the expense of
the Growth Fund, transfer all Required Records and shall cooperate in the
transfer of such duties and responsibilities.
Section 16. Except as otherwise provided in this Agreement, any notice
or other communication required by or permitted to be given in connection with
this Agreement shall
be in writing, and shall be delivered in person or sent by first class mail,
postage prepaid to the respective parties as follows: If to IAA Trust Growth
Fund, Inc. If to Fund/Plan:
IAA Trust Growth Fund, Inc. Fund/Plan Services, Inc.
000 XXX Xxxxx 0 Xxxx Xxx Xxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx Attention: Xxxxxxx X. Xxxxx,
Vice President President
Section 17. This Agreement may be amended from time to time by
supplemental agreement executed by the Growth Fund and Fund/Plan and the
compensation stated in Schedule "B" attached hereto may be adjusted accordingly
as mutually agreed upon.
Section 18. The Growth Fund represents and warrants to Fund/Plan that
the execution and delivery of this Agreement by the undersigned officers of the
Growth Fund has been duly and validly authorized by resolution of the Board of
Directors of the Growth Fund.
Section 19. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 20. 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 Growth Fund without
the written consent of Fund/Plan or by Fund/Plan without the written consent of
the Growth Fund, authorized or approved by a resolution of its respective Boards
of Directors.
Section 21. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania and the venue of any action arising under this
Agreement shall be Xxxxxxxxxx County, Commonwealth of Pennsylvania.
Section 22. No provision of this Agreement may be amended or modified,
in any manner except by a written agreement properly authorized and executed by
Fund/Plan and the Growth Fund.
Section 23. If any part, term or provision of this Agreement is held by
any court 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting of eleven typewritten pages, together with Schedules "A" and "B", to
be signed by their duly authorized officers as of the day and year first above
written.
IAA Trust Growth Fund, Inc. Fund/Plan Services, Inc.
------------------------------------ ----------------------------------------
By: Xxxx X. Xxxx, Vice President By: Xxxxxxx X. Xxxxx, President
SCHEDULE "A"
FUND ACCOUNTING AND PORTFOLIO VALUATION SERVICES
FOR
THE GROWTH FUND, INC.
Daily Accounting Services
1) Calculate Net Asset Value ("NAV") and Offering Price Per Share:
o Update the daily market value of securities held by the Growth
Fund using Fund/Plan's standard agents for pricing domestic equity
and bond securities. The standard domestic equity pricing services
are Quotron/Reuters, Inc., Xxxxxx Data Corporation, or Interactive
Data Corporation (IDC). Xxxxxx Data Corporation, Telerate Systems,
Inc and IDC are used for bond and money market issues.
o Enter limited number (not to exceed ten per day) of manual prices
supplied by the Growth Fund.
o Prepare NAV proof sheet. Review components of change in NAV for
reasonableness.
o Review variance reporting on-line and in hard copy for price
changes in individual securities using variance levels
established by the Growth Fund. Verify US dollar security
prices exceeding variance levels by notifying the Growth Fund
and pricing sources of noted variances.
o Review for ex-dividend items indicated by pricing sources; trace
to general ledger for agreement.
o Communicate required pricing information, NAV, to the Growth
Fund's transfer agent (the "Transfer Agent") and,
electronically, to NASDAQ.
2) Complete Money Market (Daily Dividend) Fund Requirements:
(If applicable)
o Calculate net investment income available for distribution daily.
o Calculate daily rate, and 1, 7, 30-day yields.
o Provide system calculated average weighted maturity.
o Supply Transfer Agent and client with distribution rates.
o Provide money market original and amortized cost schedules in
accordance with valuing the Fund based on amortized cost,
inclusive of all debt issues income accruals.
o Communicate required information electronically to NASDAQ, if
applicable.
3) Determine and Report Cash Availability to Fund by approximately
9:30 AM Eastern Time:
o Receive daily cash and transaction statements from the Growth
Fund's custodian by 8:30 AM Eastern time.
o Receive previous day shareholder activity reports from the
transfer agent by 8:30 AM Eastern time.
o Fax hard copy cash availability calculations with all details to
the Growth Fund.
o Supply the Growth Fund with 5-day cash projection report.
o Prepare and complete daily bank cash reconciliations including
documentation of any reconciling items and notify the Custodian
and the Growth Fund.
o For Money Market Funds, the Fund's transfer agent will also
support the client in receipt of timely cash information.
4) Reconcile and Record All Daily Expense Accruals:
o Accrue expenses based on budget supplied by the Growth Fund
either as percentage of net assets or specific dollar amounts.
o If applicable, monitor expense limitations established by the
Growth Fund.
o If applicable, accrue daily amortization of Organizational
expense.
o If applicable, complete daily accrual of 12b-1 expenses.
5) Verify and Record All Daily Income Accruals for Debt Issues:
o Review and verify all system generated Interest and Amortization
reports.
o Establish unique security codes for bond issues to permit
segregated Trial Balance income reporting.
6) Monitor Domestic Securities Held for cash dividends, corporate actions
and capital changes such as splits, mergers, spinoffs, etc. and process
appropriately.
o Monitor electronically received information from Xxxxxx Data
Corporation for all domestic securities.
o Review current daily security trades for dividend activity.
o Interface with custodian to monitor timely collection and postings
of corporate actions, dividends and interest.
7) Enter All Security Trades on Investment Accounting System (IAS) based
on written instructions from the Growth Fund.
o Review system verification of trade and interest calculations.
o Verify settlement through the statements supplied by the
custodian.
o Maintain security ledger transaction reporting.
o Maintain tax lot holdings.
o Provide complete broker commission reporting.
o Determine realized gains or losses on security trades.
8) Enter All Fund Share Transactions on IAS:
o Process activity identified on reports supplied by the Fund/Plan
transfer agent.
o Verify settlement through the statements supplied by the
Custodian.
o Reconcile to Fund/Plan's transfer agent report balances.
9) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
(listing all asset, liability, equity, income and expense accounts)
o Post manual entries to the general ledger.
o Post custodian bank activity.
o Post shareholder and security transactions.
o Post and verify system generated activity, i.e., income and
expense accruals.
o Prepare general ledger net cash proof used in NAV calculation.
10) Review and Reconcile With Custodian Statements:
o Verify all posted interest, dividends, expenses, and shareholder
and security payments/receipts, etc. (Discrepancies will be
reported to and resolved by the custodian.)
o Post all cash settlement activity to the Trial Balance.
o Reconcile to ending cash balance accounts.
o Clear IAS subsidiary reports with settled amounts.
o Track status of past due items and failed trades handled by the
custodian.
11) Submission of Daily Accounting Reports to the Growth Fund: (Additional
reports readily available.)
o Non-Money Market Fund
- Trial Balance.
- Portfolio Valuation (listing inclusive of holdings,
costs, market values, unrealized
appreciation/depreciation and percentage of portfolio
comprised of each security).
- Cash Availability and 5-day Cash Projection Report
- NAV calculation report.
Monthly Accounting Services
1) Full Financial Statement Preparation (automated Statements of Assets
and Liabilities, of Operations and of Changes in Net Assets) and
submission to the Growth Fund by 10th business day.
2) Submission of Monthly Automated IAS Reports to the Growth Fund:
o Security Purchase/Sales Journal
o Interest and Maturity Report
o Brokers Ledger (Commission Report)
o Security Ledger Transaction Report with Realized Gains/Losses
o Security Ledger Tax Lot Holdings Report
o Additional reports available upon request
3) Reconcile Accounting Asset Listing to Custodian Asset Listing:
o Report any security balance discrepancies to the custodian/the
Growth Fund.
4) Provide Monthly Analysis and Reconciliation of Additional Trial Balance
Accounts, such as:
o Security cost and realized gains/losses
o Interest/dividend receivable and income
o Payable/receivable for securities purchased and sold
o Payable/receivable for fund shares; issued and redeemed
o Expense payments and accruals analysis
5) If Appropriate, Prepare and Submit to the Growth Fund:
o SEC yield reporting (non-money market funds with domestic and ADR
securities only).
o Income by state reporting.
o Standard Industry Code Valuation Report.
o Alternative Minimum Tax Income segregation schedule.
Annual (and Semi-Annual) Accounting Services
1) Assist and supply auditors with schedules supporting securities and
shareholder transactions, income and expense accruals, etc. during the
year in accordance with standard audit assistance requirements.
2) Provide NSAR Reporting (Accounting Questions):
If applicable, answer the following items:
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53, 55, 62,
63, 64B, 71, 72, 73, 74, 75, and 76.
ACCOUNTING SERVICES UNIT (ASU) BASIC
ASSUMPTIONS FOR THE IAA TRUST GROWTH FUND, INC.
The Accounting Fees as set forth in Schedule "B" are based on the
following assumptions. To the extent these assumptions are
inaccurate or requirements change, fee revisions may be
necessary.
Basic Assumptions:
1) The Growth Fund's asset composition and trading activity levels will
remain comparable to the current portfolio.
2) The Growth Fund has a tax year-end which coincides with its fiscal
year-end. No additional accounting requirements are necessary to
identify or maintain book-tax differences. ASU will supply segregated
Trial Balance account details to assist the Growth Fund in proper
identification by category of all appropriate realized and unrealized
gains/losses.
Security tax accounting which differs from book accounting will be
provided by the Growth Fund or the Fund's independent auditor.
3) The Growth Fund foresees no difficulty in using Fund/Plan's standard
current pricing agents for domestic equity, bond, and ADR securities.
Fund/Plan currently uses Quotron/Reuters, Inc., Xxxxxx Data Corporation
or Interactive Data Corporation (IDC) for domestic equities and listed
ADR's. Xxxxxx Data Corporation, Telerate Systems, Inc. or IDC are used
for bonds and money market instruments.
4) To the extent the Growth Fund requires daily security prices (limited
to ten per day) from specific brokers for domestic securities, these
manual prices will be obtained by the Growth Fund's investment advisor
and faxed to ASU by approximately 4:00 PM Eastern time for inclusion in
the NAV calculations. The Growth Fund will also supply ASU with the
appropriate pricing contacts for the manual quotes.
5) To the extent the Growth Fund should ever purchase/hold open-end
registered investment companies (RIC's), procedural discussions shall
take place between ASU and the Advisor to establish the appropriate
pricing and dividend rate sources. Depending on the methodologies
selected by the Growth Fund, additional fees may apply.
6) ASU will supply daily Portfolio Valuation Reports to the Growth Fund's
investment adviser or manager identifying current security positions,
original/amortized cost, security market values and changes in
unrealized appreciation/depreciation.
It will be the responsibility of the Fund's investment adviser to
review these reports and to promptly notify ASU of any possible
problems, trade discrepancies, incorrect
security prices, corporate action/capital change information that
could result in a misstated Fund NAV.
7) The Growth Fund does not currently expect to invest in Futures, Swaps,
Derivatives or Foreign (non-US dollar denominated) currency or
securities. To the extent these investment strategies should change,
additional fees will apply after the appropriate procedural discussions
have taken place between ASU and the Growth Fund. (At least two weeks
advance notice is required should the Growth Fund commence trading in
these investments).
8) The Growth Fund shall direct the investment advisor to supply the ASU
with critical income information such as accrual methods, interest
payment frequency details, coupon payment dates, floating rate reset
dates and complete security descriptions with issue types and CUSIP
numbers. If applicable, for proper income accrual accounting, ASU will
look to the investment advisor to supply the yield to maturity and
related cash flow models for any mortgage/asset-backed securities held
by the Growth Fund.
9) The Growth Fund shall direct the Custodian to provide ASU with daily
custodian statements reflecting all prior day cash activity by 8:30 AM
Eastern time. Complete descriptions of any postings, inclusive of CUSIP
numbers, interest/dividend payment dates, capital stock details,
expense authorizations, beginning/ending cash balances, etc. will be
provided by the Custodian's reports or system.
10) The Growth Fund shall direct the custodian to supply capital change
information and interest rate changes to ASU in a timely manner. The
investment advisor will supplement and supply as appropriate.
11) The Growth Fund shall direct the Custodian to handle and report upon
all settlement problems, failed trades and resolve unsettled
dividends/interest/paydowns and capital changes. The Custodian will
process all applicable capital change paperwork based upon advice from
the investment advisor. ASU agrees to supply segregated Trial Balance
reporting and supplemental reports to assist in this process.
12) With respect to mortgage/asset-backed securities including GNMA's,
FHLMC's, FNMA's, CMO's, ARM's, the Growth Fund shall direct the
Custodian (or a Growth Fund supplied source) to provide ASU with
current principal repayment factors on a timely basis in accordance
with the appropriate securities' schedule. Income accrual adjustments
(to the extent necessary) based upon initial estimates will be
completed by ASU when actual principal/income payments are collected by
the Custodian and reported to ASU.
13) To the extent applicable, ASU will maintain on a daily basis US dollar
denominated qualified covered call options and index options reporting
on the daily Trial Balance and value the respective options and
underlying positions. This Agreement does not provide for tax
classifications if they are required.
If the Growth Fund commences investment in domestic options or
designated xxxxxx, at least two week's advance notice is required to
clarify operational procedures between ASU and the investment advisor.
14) To the extent the Growth Fund, Inc. should establish a Line of Credit
in segregated accounts with the Custodian for temporary administrative
purposes, and/or leveraging/hedging the portfolio, it is not the
responsibility under this Agreement for ASU to complete the appropriate
paperwork/monitoring for segregation of assets and adequacy of
collateral. The Growth Fund shall direct the investment advisor to
execute such responsibilities. ASU will, however, reflect appropriate
Trial Balance account entries and interest expense accrual charges on
the daily Trial Balance adjusting as necessary at month-end.
15) If the Growth Fund commences participation in Security Lending,
Leveraging, Precious Metals or Short Sales, at least two week's advance
notice is required. To the extent the Growth Fund does so in the
future, additional fees will apply.
16) The Growth Fund shall direct the investment advisor to supply ASU with
portfolio specific expense accrual procedures and monitor the expense
accrual balances for adequacy based on outstanding liabilities monthly.
The investment advisor will promptly communicate to the ASU any
adjustments needed.
17) Specific deadlines shall be met and complete information shall be
supplied by the Growth Fund in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.
The Growth Fund shall direct the investment advisor to provide to ASU
Trade Authorization Forms, with the appropriate officer's signature, on
all security trades placed by the Growth Fund no later than 12:30 PM
Eastern time on settlement/value date for money market issues, assuming
that trade date equals settlement date; and by 11:00 AM Eastern time on
trade date plus one for non-money market securities. Receipt by ASU of
trade information within these identified deadlines may be via telex,
fax, or on-line system access. The investment advisor will also
communicate all trade information directly to the Custodian.
There is no assurance that security trade information received by ASU
after the above stated deadlines will be included in that day's work.
The Growth Fund agrees to direct the investment advisor to include all
information required by ASU, including CUSIP numbers and/or ticker
symbols for all US dollar denominated trades on the Trade Authorization
Form, telex or on-line support. ASU will not be responsible for NAV
changes or distribution rate adjustments that result from incomplete
trade information.
18) To the extent the Growth Fund utilizes Purchases In-Kind (U.S. dollar
denominated
securities only) as a method for shareholder subscriptions, ASU will
provide the Growth Fund with procedures to properly handle and process
securities in-kind. Should the Growth Fund prefer procedures other than
those provided by ASU, additional fees may apply. (The Parties agree
that discussions will take place in advance between ASU and the Growth
Fund to clarify the appropriate In-Kind operational procedures to be
followed).
19) It is assumed that the investment advisor or Fund/Plan as administrator
will complete the applicable performance and rate of return
calculations as required by the SEC for the Growth Fund.
20) Compliance reporting (Sub-Chapter "M") will be completed by the
Fund/Plan administrator or investment advisor.
21) Fund/Plan will provide Administration and Transfer Agency Services.
22) The Growth Fund is not currently expected to issue separate classes of
shares. To the extent they do so, additional fees will be negotiated.
SCHEDULE "B"
FUND ACCOUNTING AND PORTFOLIO VALUATION SERVICES FEE SCHEDULE
FOR
IAA TRUST GROWTH FUND, INC.
This Fee Schedule is fixed for a period of
three (3) years from the Effective
Date as that term is defined in the
Agreement.
The Accounting Fees as set forth below are based on the "Basic
Assumptions" as set forth in Schedule "A." To the extent that those
assumptions are inaccurate or requirements change,
fee revisions may be necessary.
FUND ACCOUNTING AND PORTFOLIO VALUATION FEES (US dollar denominated
securities only) All Accounting Services fees are quoted with the assumption
that Transfer Agent Services will be provided by Fund/Plan Services, Inc.
I. Annual Fee Schedule Per Portfolio: (1/12th payable monthly)
$25,000 Minimum to $ 10 Million of Average Net Assets
.0004 On the Next $ 40 Million of Average Net Assets
.0003 On the Next $ 50 Million of Average Net Assets
.0001 Over $100 Million of Average Net Assets
II. Pricing Services Quotation Fee (Based on individual CUSIP or
security identification number.) Specific costs will be
identified based upon options selected by the client and will
be billed monthly.
A) Xxxxxx Data Corporation* (if applicable)
*(Based on current vendor costs, subject to change)
Government/Mortgage Backed/Corporate
Short & Long Term Quotes $ .50 per Quote per Issue
Tax-Exempt Short & Long Term Quotes $ .55 per Quote per Issue
CMOs/ARMs/ABS $1.00 per Quote per Issue
Foreign Security Quotes $ .50 per Quote per Issue
Foreign Security Supplemental
Corporation Actions, Dividends
& Capital Changes $2.00 per Issue per Month
Mortgage Backed Factors $1.00 per Issue per Month
Minimum Weekly File Transmission is Assumed
There are currently no charges for the domestic dividend and
capital change information transmitted daily to Fund/Plan
services from Xxxxxx Data Corporation.
B) Futures and Currency Forward Contracts $2.00 per
Issue per Day
C) Telerate Systems, Inc.* (if applicable)
*(Based on current vendor costs, subject to change.)
Specific costs will be identified based upon options
selected by the client and will be billed monthly.
D) Quotron/Reuters, Inc.*
*(Based on current vendor costs, subject to change.)
Fund/Plan does not currently pass along the charges
for the domestic security prices supplied by
Quotron/Reuters, Inc.
E) Interactive Data Corp.* (if applicable)
*(Based on current vendor costs, subject to change.)
Domestic Equities and Options $ .15 per Quote per Issue
Corporate/Government/Agency Bonds including
Mortgage-Backed Securities (evaluated,
seasoned, and/or closing) $ .50 per Quote per Issue
US Municipal Bonds and Collateralized
Mortgage Obligations $ .80 per Quote per Issue
International Equities and Bonds $ .50 per Quote per Issue
Domestic Dividends and Capitalization
Changes $3.50 per Month per Holding
International Dividends and Capital
Changes $4.00 per Month per Holding
Interactive Data also charges monthly transmission
costs and disk storage charges.
Specific costs will be identified based upon options selected
by the Growth Fund and will be billed monthly.
III. SEC Yield Calculation: (if applicable)
Provide up to 12 reports per year to reflect the yield calculations for
non-money market funds required by the SEC, at no additional charge.
(US dollar denominated securities only).
IV. Out-Of-Pocket Expenses
The Growth Fund will reimburse Fund/Plan Services, Inc. monthly for all
out-of-pocket expenses, including telephone, postage,
telecommunications, special reports, record retention, special
transportation costs as approved, and the cost of copying and sending
materials to auditors.
V. Additional Services
To the extent the Growth Fund commences using investment techniques
such as Futures, Security Lending, Swaps, Short Sales, Derivatives,
Leveraging, Precious Metals or non-US dollar denominated currency and
securities, additional fees will apply, as mutually agreed upon.
Activities of a non-recurring nature such as shareholder in-kinds, fund
consolidations, mergers, or reorganizations will be subject to
negotiation. To the extent that the Growth Fund should decide to issue
separate/multiple classes of shares, additional fees shall apply. Any
additional enhanced services, programming requests or reports will be
quoted upon request.
This Schedule may be amended to reflect the addition of other
services/reports.
