ACCOUNTING SERVICES AGREEMENT
This AGREEMENT, dated as of the First day of October, 1993, made by
and between New Alternatives Fund, Inc. ("New Alternatives"), a corporation
operating as an open-end management investment company, duly organized and
existing under the laws of the State of New York, 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, New Alternatives desires to appoint Fund/Plan as its
Accounting Services Agent to maintain and keep current the books, accounts,
records, journals or other records of original entry relating to the business
of New Alternatives as set forth in Section 2 of this Agreement (the "Accounts
and Records") and to perform certain other functions in connection with such
Accounts and Records; and
WHEREAS, Fund/Plan is willing to perform such functions upon the
terms and conditions set forth below; and
WHEREAS, New Alternatives will cause to be provided certain
information to Fund/Plan as set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. New Alternatives shall promptly turn over to Fund/Plan the
Accounts and Records previously maintained by or for it, on behalf of the
Fund, as are necessary for Fund/Plan to perform its functions under this
Agreement. New Alternatives authorizes Fund/Plan to rely on such Accounts and
Records turned over to Fund/Plan and hereby indemnifies and holds Fund/Plan,
its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands and losses whatsoever
arising out of or in connection with any error, omission, inaccuracy or other
deficiency of such Accounts and Records or the failure of New Alternatives to
provide any portion of such or to provide any information needed by Fund/Plan
to knowledgeably perform its functions.
Fund/Plan shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accounts
and Records delivered to Fund/Plan, to the extent such matters are disclosed
to Fund/Plan or are discovered by it and are relevant to its performance of
its functions under this Agreement; however, Fund/Plan
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 1 of 11 pages.
expressly makes no warranty or representation that any error, omission or
deficiency can be satisfactorily corrected. New Alternatives shall provide
Fund/Plan with such assistance as it may reasonably request in connection with
its efforts to correct such matters. New Alternatives agrees to pay Fund/Plan
on a current and ongoing basis for its reasonable time and costs expended on
the correction of such matters at an hourly rate of $50.00 per hour, said
payment to be in addition to the agreed fees and charges for the normal
services rendered under this Agreement.
Section 2. For purposes of this Agreement, the terms Oral
Instructions and Written Instructions shall mean:
Oral Instruction: The term Oral Instruction 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 a signature, by a person or persons believed in good
faith by Fund/Plan to be a person or persons authorized by a
resolution of the Board of Directors of New Alternatives, to give
Oral Instructions on behalf of New Alternatives.
Written Instructions: The term Written Instruction shall
mean an authorization, instruction, approval, item or set of data or
information of any kind transmitted to Fund/Plan in original writing
containing original signatures or a copy of such document transmitted
by telecopy including transmission of such signature believed in good
faith by Fund/Plan to be the signature of a person authorized by a
resolution of the Board of Directors of New Alternatives to give
Written Instructions on behalf of New Alternatives.
New Alternatives 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 3. To the extent it receives the necessary information from
New Alternatives 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 New Alternatives, in such form as may be mutually agreed to
between New Alternatives and Fund/Plan:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid and Payable Schedule
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 2 of 11 pages.
(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.
The necessary information to perform the above functions and the
calculation of New Alternatives's net asset value as provided below is to be
furnished by Written or Oral Instructions to Fund/Plan daily (in accordance
with the time frame identified in Section 8)
prior to the close of trading on the New York Stock Exchange.
Section 4. Fund/Plan shall perform the ministerial calculations
necessary to calculate New Alternatives's net asset value daily, in accordance
with New Alternatives's current Prospectus and utilizing the information
described in this Section. Portfolio items for which market quotations are
available by Fund/Plan's use of automated financial information service
("Service") shall be based on the closing prices of such Service, except where
New Alternatives has given or caused to be given specific Written or Oral
Instructions to utilize a different value. All of the portfolio securities
shall be given such values as New Alternatives provides by Written or Oral
Instructions including all restricted securities and other securities
requiring valuation not readily ascertainable solely by such Service.
Fund/Plan shall have no responsibility or liability for the accuracy of prices
quoted or corporate action information supplied by such Service; for the
accuracy of the information supplied by New Alternatives; 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 New Alternatives 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, the
Service, New Alternatives or its advisors as received. 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
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 3 of 11 pages.
adviser(s), custodian, suppliers of security prices and 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, consideration must be given to the effect of the price change and the
responsibility of other parties to review the work performed by Fund/Plan. If
under the terms of this Agreement, which shall include all Schedules attached
hereto, in addition to any supplemental information provided by New
Alternatives to Fund/Plan, another party should have, in performing its
duties, discovered the error and reported that error to Fund/Plan, Fund/Plan's
liability, if any, will not extend to net asset value ("NAV") errors
perpetuated beyond the date such error should have been discovered by the
other party.
The following is Fund/Plan's policy regarding liability for NAV
errors caused by Fund/Plan:
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 than they were entitled
to. 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
the prior day's work can be rerun before shareholder statements and
checks are mailed, New Alternatives 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
New Alternatives for overpayments to shareholders who have redeemed.
If the error spans more than five (5) business days,
Fund/Plan would bear the liability to New Alternatives, 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.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 4 of 11 pages.
Section 5. 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 New Alternatives or its agents on behalf of New Alternatives.
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, New
Alternatives shall cause the broker/dealer to send a written confirmation to
Fund/Plan. 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 New
Alternatives, provided however, that in the event a Written or Oral
Instruction received by Fund/Plan is countermanded by a timely later Written
or Oral Instruction received by Fund/Plan prior to acting upon such
countermanded Instruction, Fund/Plan shall act upon such later 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, or broker/dealer written confirmation shall be to make reasonable
efforts to detect any such discrepancy between the original Instruction and
such confirmation and to report such discrepancy to New Alternatives. New
Alternatives shall be responsible, at New Alternatives's expense, for taking
any action, including any reprocessing, necessary to correct any discrepancy
or error, and to the extent such action requires Fund/Plan to act, New
Alternatives shall give Fund/Plan specific Written Instructions as to the
action required.
Section 6. New Alternatives shall cause New Alternatives's Custodian
to forward to Fund/Plan a daily statement of cash and portfolio transactions
and, at the end of each month, New Alternatives shall cause New Alternatives's
Custodian to forward to Fund/Plan a monthly statement of portfolio assets and
transactions, which will be reconciled with Fund/Plan's Accounts and Records
maintained for New Alternatives. Fund/Plan will report any discrepancies to
the Custodian, and report any unreconciled items to New Alternatives.
Section 7. Fund/Plan shall promptly supply daily and periodic reports
concerning New Alternatives as requested by New Alternatives and agreed upon
by the Parties.
Section 8. New Alternatives shall provide, and shall require each of
its agents (including without limitation, its Transfer Agent and its
Custodian) to provide to Fund/Plan, as of the close of each business day, or
on such other schedule as New Alternatives
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 5 of 11 pages.
determines is necessary, Written or Oral Instructions (to be delivered to
Fund/Plan by 11:00 AM Eastern Time the next following business day) containing
all data and information necessary for Fund/Plan to maintain New
Alternatives'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 Services, as Transfer Agent, accepts responsibility
for providing reports of share purchases, redemptions, and total shares
outstanding on the next business day after each net asset valuation.
Section 9. The Accounts and Records, in format as agreed upon by the
Parties and maintained by Fund/Plan, shall be the property of New
Alternatives, and shall be made available to New Alternatives promptly upon
request and shall be maintained for the periods prescribed in Rule 31a-2 under
the Investment Fund/Plan Act of 1940, as amended. Fund/Plan shall assist New
Alternatives's independent auditors, or upon approval of New Alternatives, or
upon demand, any regulatory body, in any requested review of New
Alternatives's Accounts and Records, but, Fund/Plan shall be reimbursed for
all expenses and employee time invested in any such review of New
Alternatives's Accounts and Records outside of routine and normal periodic
review and audits. Upon receipt from New Alternatives of the necessary
information, Fund/Plan shall supply the necessary data for New Alternatives or
accountant's completion of any necessary tax returns, questionnaires, periodic
reports to Shareholders and such other reports and information requests as New
Alternatives and Fund/Plan shall agree upon from time to time.
Section 10. In case of any request or demand for the inspection of
the Share records of New Alternatives, Fund/Plan, as Accounting Services
Agent, shall endeavor to notify New Alternatives 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.
Section 11. Fund/Plan and New Alternatives may from time to time
adopt such procedures as they agree upon in writing, and Fund/Plan may
conclusively assume that any procedure approved by New Alternatives or
directed by New Alternatives does not conflict with or violate any
requirements of its Prospectus, Articles of Incorporation, By-Laws, or any
rule or regulation of any regulatory body or governmental agency. New
Alternatives 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
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 6 of 11 pages.
such changes.
Section 12.
(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 New Alternatives 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. Fund/Plan will at all times provide services to
New Alternatives using normal standards of care.
(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 New Alternatives, shall be deemed, when rendering
services to New Alternatives or acting on any business of New Alternatives
(other than services or business in connection with Fund/Plan's duties
hereunder), to be rendering such services to or acting solely for New
Alternatives and not as a director, officer, employee, shareholder or agent
of, or one under the control or direction of Fund/Plan, even though that
person is receiving a salary from Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, New
Alternatives 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 in good
faith hereunder; (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
New Alternatives or upon the opinion of legal counsel for New Alternatives or
its own counsel; or (iii) any act, which in good faith is taken or omitted to
be taken by Fund/Plan in connection with its appointment under the terms of
this Agreement, 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,
however, apply 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.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 7 of 11 pages.
(d) Fund/Plan shall give written notice to New Alternatives 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 notify New Alternatives of such written
assertion or claim shall not, however, operate in any manner whatsoever to
relieve New Alternatives of any liability arising from this Section or
otherwise, except to the extent failure to give notice prejudices New
Alternatives.
(e) For any legal proceeding giving rise to this indemnification, New
Alternatives 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
New Alternatives does choose 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) New Alternatives shall not settle any claim without Fund/Plan's
express written consent which shall not be unreasonably withheld. Fund/Plan
shall not settle any claim without New Alternatives's express written consent
which shall not be unreasonably withheld.
Section 13. 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 equation computations relating to the affairs of the
Fund.
Section 14. New Alternatives agrees to pay Fund/Plan compensation for
its services and to reimburse it for expenses, as set forth in Schedule B
attached hereto, and as shall be set forth in amendments to such Schedule
approved by New Alternatives and Fund/Plan. New Alternatives authorizes
Fund/Plan to debit New Alternatives's Custody account for invoices which are
rendered for the services performed for the accounting agent function. The
invoices for the service will be sent to New Alternatives after the debiting
with the indication that payment has been made.
Section 15. 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
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 8 of 11 pages.
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 of New Alternatives on each day required
pursuant to Rule 22c-1 promulgated under the Investment Fund/Plan Act of 1940,
as amended.
Section 16.
(a) This Agreement shall go into effect on October 1, 1993 and shall
continue in effect for three (3) years from the Effective Date. This Agreement
shall continue in force from year to year thereafter, but only so long as such
continuance is approved, (1) by Fund/Plan, and (2) by approval of the officers
of New Alternatives Fund, Inc.
(b) The fee schedule will be fixed for a one (1) year period from the
date of the Agreement. After the one (1) year period, the annual minimum fee
will be increased by 5% on October 1, 1994 and by 5% on October 1, 1995.
(c) New Alternatives 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, but not less than one hundred twenty (120)
days after the giving of the notice. Upon the effective termination date, New
Alternatives 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) In the event that in connection with termination of this
Agreement a successor to any of Fund/Plan's duties or responsibilities under
this Agreement is designated by New Alternatives by written notice to
Fund/Plan, Fund/Plan shall, promptly upon such termination and at the expense
of New Alternatives, transfer all Required Records and shall cooperate in the
transfer of such duties and responsibilities.
Section 17. 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
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 9 of 11 pages.
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 New Alternatives: If to Fund/Plan:
New Alternatives Fund, Inc. Fund/Plan Services, Inc.
000 Xxxxxxxx Xxxxxxxxx 0 Xxxx Xxx Xxxxxx
Xxxxx Xxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxx Attention: Xxxxx X. Xxxxxxxx,
President President
Section 18. This Agreement may be amended from time to time by
supplemental agreement executed by New Alternatives and Fund/Plan and the
compensation stated in Schedule "B" attached hereto may be adjusted
accordingly as mutually agreed upon.
Section 19. New Alternatives represents and warrants to Fund/Plan
that the execution and delivery of this Agreement by the undersigned officers
of New Alternatives has been duly and validly authorized by resolution of the
Board of Directors of New Alternatives.
Section 20. This Agreement may be executed in any number of
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 21. 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 New Alternatives
without the written consent of Fund/Plan or by Fund/Plan without the written
consent of New Alternatives, authorized or approved by a resolution of its
respective Board of Directors.
Section 22. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. In addition, the parties hereby agree that the
venue of any action arising under this Agreement shall be Xxxxxxxxxx County,
Commonwealth of Pennsylvania.
Section 23. No provision of this Agreement may be amended or modified
in any manner except by a written agreement properly authorized and executed
by both Fund/Plan and New Alternatives.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 10 of 11 pages.
Section 24. 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.
Section 25. The Parties hereby agree to resolve any dispute arising
out of this agreement in accordance with the rules of the American Arbitration
Association.
IN WITNESS WHEREOF, the pa rties have caused this Agreement
consisting of eleven type-written pages, together with Schedules A & B, to be
signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year first above written:
New Alternatives Fund, Inc. Fund/Plan Services, Inc.
/S/
------------------------------------ --------------------------------
By: Xxxxx X. Xxxxxxxxxx, President By: Xxxxx X. Xxxxxxxx, President
/S/
------------------------------------ --------------------------------
Attest: Xxxxxxx X. Xxxxxxxxxx, Secretary Attest: Xxxxx X. Xxxxx, Secretary
(SEAL) (SEAL)
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 11 of 11 pages.
SCHEDULE "A"
ACCOUNTING & PORTFOLIO VALUATION SERVICES FOR
THE NEW ALTERNATIVES FUND
DAILY ACCOUNTING SERVICES
1) Calculate Net Asset Value Per Share:
o Update the daily market value of securities held by the Fund
using Fund/Plan Services' standard agent for pricing
domestic equity and bond securities. The standard equity
pricing service is Quotron Systems, Inc. and Xxxxxx Data
Corporation is used for bond prices.
o If necessary, enter manual prices supplied by New
Alternatives and/or broker.
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 New Alternatives. Verify US dollar security
prices exceeding variance levels by notifying New
Alternatives 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/POP) to New
Alternatives, Transfer Agent and, electronically, to NASDAQ.
2) Determine and Report Cash Availability to Fund by 9:30 AM Eastern
Time:
o Receive daily cash and transaction statements from the
Custodian by 8:30 AM Eastern time.
o Receive daily shareholder activity reports from the Fund's
Transfer Agent by 8:30 AM Eastern time.
o Fax hard copy Cash Availability calculations with all
details to New Alternatives.
o Supply client with 5-day cash projection report.
o Prepare and complete daily bank cash reconciliations
including documentation of any reconciling items and notify
the custodian/client.
3) Reconcile and Record All Daily Expense Accruals:
o Accrue expenses based on New Alternatives' supplied budget
either as
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 1
percentage of Fund's net assets or specific dollar amounts.
o If applicable, monitor expense limitations established by
client.
o If applicable, accrue daily amortization of organizational
expense.
o If applicable, complete daily accrual of 12(b)1 expenses.
4) 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.
5) 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.
6) Enter All Security Trades on Investment Accounting System (IAS) based
on written instructions from the client or custodian. o Review system
verification of trade and interest calculations. o Verify settlement
through the Custodian statements. o Maintain security ledger
transaction reporting.
o Maintain tax lot holdings.
o Determine realized gains or losses on security trades.
o Provide complete broker commission reporting.
7) Enter All Fund Share Transactions on IAS:
o Process activity identified on the Transfer Agent reports.
o Verify settlement through the Custodian statements.
o Reconcile to the Fund/Plan Services' Transfer Agent report
balances.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 2
8) 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.
9) 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.
10) Submission of Daily Accounting Reports to New Alternatives:
(Additional reports readily available.)
o Trial Balance
o Portfolio Valuation (listing inclusive of holdings, costs,
market values, unrealized appreciation/depreciation and
percentage of portfolio comprised of each security).
o NAV Calculation Report
o Cash Availability
o 5-Day Cash Projection 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 client by 10th business day.
2) Submission of Monthly Automated IAS Reports to Fund:
o Security Purchase/Sales Journal
o Interest and Maturity Report
o Brokers Ledger (Commission Report)
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 3
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: Report
any security balance discrepancies to the custodian/New Alternatives.
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 New Alternatives:
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, 76
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 4
ACCOUNTING SERVICES UNIT BASIC ASSUMPTIONS FOR
THE NEW ALTERNATIVES FUND
The Fund/Plan Accounting Services Unit (ASU) is pleased to offer New
Alternatives Fund (the "Fund") the comprehensive level of service necessary
for proper portfolio accounting and valuation.
The Accounting fees as proposed, are based on certain assumptions
made from discussions with and information received from Xxxx Xxxxxxxxxx. To
the extent these assumptions and requirements should change, fee revisions may
be necessary.
BASIC ASSUMPTIONS:
1) The Fund's Administrator will complete all necessary prospectus and
compliance reports (Sub-Chapter "M"), as well as monitoring of the
various limitations and restrictions.
2) The Fund's security trading activity will remain comparable to the
statistics identified by Xxxx Xxxxxxxxxx, i.e., approximately 15
trades per month.
3) The number of securities and portfolio asset composition (i.e.,
Treasury Bills and domestic stocks) in the Fund will be comparable to
the May, 1993 portfolio for which we maintain Custody.
4) The 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.
To the extent tax accounting for certain securities differs from the
book accounting, it will be done by the Fund's Administrator or the
Fund's Independent Accountant. We would recommend book/tax
differences be minimized.
The Accounting Services Unit will supply segregated Trial Balance
account details to assist the administrator in proper identification
by category of all appropriate gains/losses.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 5
5) The Fund would foresee no difficulty in using Fund/Plan's standard
current pricing agents for domestic equity and bonds. We currently
use Quotron Systems, Inc. for domestic equities and Xxxxxx Data
Corporation for bonds.
It is assumed that the Accounting Unit will work closely with New
Alternatives to ensure the accuracy of the Fund's NAV and to obtain
the most satisfactory pricing sources and specific methodologies
prior to the actual conversion date.
6) To the extent the Fund requires daily security prices (limited in
number) from specific brokers for domestic securities, these manual
prices will be obtained by the Fund's Investment Advisor (or brokers)
and faxed to ASU by approximately 4:00 PM Eastern time for inclusion
in the NAV calculations. New Alternatives will supply ASU with the
appropriate pricing contacts for these manual quotes.
Based on our current clients' experience, we believe the Fund's
Investment Advisor will have better success in obtaining accurate and
timely broker quotes on a more consistent basis than Fund/Plan
Services.
7) To the extent the Fund should ever purchase/hold open-end registered
investment companies (RIC's), procedural discussions should take
place between ASU and Fund management clarifying the appropriate
pricing and dividend rate sources. Depending on the methodologies
selected by the Fund, additional fees may apply.
8) ASU will supply daily Portfolio Valuation Reports to the Fund's
Investment Advisor 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 Advisor to
review these reports and to promptly notify ASU of any possible
problems, trade discrepancies, incorrect security prices or corporate
action/capital change information that could result in a misstated
Fund NAV.
9) The Fund does not expect to invest in Futures or Foreign (non-US
dollar denominated) Securities. To the extent these investment
strategies should change, additional fees will apply after the
appropriate procedural discussions have taken place between ASU and
Fund management. (Advance notice is requested should the Fund
commence trading in these investments.)
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 6
10) It is assumed for all debt issues that the Advisor will supply the
Accounting Unit 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.
11) The custodian will provide the Accounting Unit with daily custodian
statements reflecting all prior day cash activity on behalf of each
portfolio by 8:30 AM Eastern time. Complete and clear descriptions of
any postings, inclusive of CUSIP numbers, interest/dividend payment
dates, capital stock details, expense authorizations,
beginning/ending balances, etc. will be provided by the custodian's
reports or system.
12) The Fund's custodian will supply capital change information and
interest rate changes to Accounting in a timely manner. The advisor
will supplement and support as appropriate.
13) The custodian will handle and report on all settlement problems,
failed trades and resolve unsettled dividends/interest and capital
changes. Additionally, the custodian will process all applicable
capital change paperwork based upon advice from New Alternatives. ASU
will supply segregated Trial Balance reporting and supplemental
reports to assist in this process.
14) To the extent applicable, Accounting will maintain US dollar
denominated qualified covered call options and index options
reporting on the daily Trial Balance and value the respective options
and underlying positions daily. To the extent tax classifications are
required, they will be done by the Fund's Administrator or
Independent Accountant.
The Fund does not currently expect to invest in domestic options or
designated xxxxxx. (Advance notice is requested should the Fund
commence trading in the above investments to clarify operational
procedures between ASU and the advisor.)
15) With respect to Mortgage/Asset-Backed securities such as GNMA's,
FHLMC's, FNMA's, CMO's, ARM's, etc., the Custodian (or a client
supplied source) will 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
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 7
principal/income payments are collected by the Custodian. (Factor
services are also available from Xxxxxx Data Corporation at
additional cost, if applicable.)
16) To the extent the Fund should establish a Line of Credit in
segregated accounts with the custodian for temporary administrative
purposes, and/or leveraging/hedging the portfolio, the investment
advisor will complete the appropriate paperwork/monitoring for
segregation of assets and adequacy of collateral. Accounting will
reflect appropriate Trial Balance account entries and interest
expense accrual charges on the daily Trial Balance adjusting as
necessary at month-end.
17) The Fund does not expect to participate in Security Lending,
Leveraging, Precious Metals, Short Sales or Foreign Currency (non-US
dollar denominated) Futures and Options within their portfolio
securities. To the extent they do so in the future, additional fees
will apply.
18) Fund management will supply ASU with portfolio specific expense
accrual procedures and monitor the expense accrual balances for
adequacy based on outstanding liabilities monthly. The Fund's
Management will promptly communicate to the Accounting Unit any
adjustments needed.
19) Specific deadlines and complete Fund supplied information will be
identified for all security trades in order to minimize any
settlement problems or NAV miscalculations.
Trade Authorization Forms, with the appropriate officer's signature,
will be communicated directly to the Custody Administrator by the
investment advisor. Money Market Trades are received on Trade Date by
11:30 AM and non-money markets by 11:30 AM on Trade Date plus one.
The Fund/Plan Services Custody Administrator will then supply ASU
with the trade details in accordance with the above stated deadlines.
CUSIP numbers and/or ticker symbols for all US dollar denominated
trades will be supplied by the Investment Advisor via the Trade
Authorization. We would find it difficult to be responsible for NAV
changes that resulted from incomplete information about a trade.
20) It is assumed that the Fund's Investment Advisor or Administrator will
complete the
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 8
applicable performance and rate of return calculations as required by
the SEC for the Fund.
21) With respect to amortization and accretion requirements for the debt
issues in the Fund, the ASU Investment Accounting System (IAS) offers
a very comprehensive and fully automated level of support. We are
capable of reflecting market discounts and acquisition premiums
either utilizing the straight-line or yield-to-maturity (scientific)
method.
It is extremely important that the Fund's requirements and proper
amortization procedures be clarified prior to conversion. ASU, Fund
management and the Fund's independent accountant should review
pre-conversion system reports to ensure that IAS calculated
amortization amounts are in agreement with any tax schedules prepared
by the auditors for all appropriately held debt issues as of the date
last calculated.
It is assumed that the Fund will not hold any issues with Original
Issue Discounts (OID). It is our position that OID is a tax
requirement and, as such, not necessarily reflected on the books of
the Fund. ASU's current clients have not required any OID support. To
the extent the Fund should, in the future, own securities with OID,
it is expected that the Fund's auditors will complete the necessary
OID adjustments for financial statements and/or tax reporting.
22) The Fund is not currently expected to issue separate classes of
shares. To the extent they do so, additional fees will be negotiated.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 9
SCHEDULE "B"
FEE SCHEDULE FOR
THE NEW ALTERNATIVES FUND
~~~~~~~~
The fees listed below reflect fees to be charged through October 1, 1995.
FUND ACCOUNTING & PORTFOLIO VALUATION FEES: (US Dollar Denominated
Securities Only) All Accounting Services fees are quoted with the assumption
that Transfer Agent and Custody Administration will be provided by Fund/Plan
Services, Inc.
I. Annual Fee Schedule Per Portfolio: (1/12th payable monthly)
$24,000 Minimum to $ 20 Million of Average Net Assets
.0004 On Next $ 30 Million of Average Net Assets
.0003 On Next $ 50 Million of Average Net Assets
.0001 Over $100 Million of Average Net Assets
Effective October 1, 1994 Minimum Becomes $25,200
Effective October 1, 1995 Minimum Becomes $26,460
II. Pricing Service Quotation Fee:
(Based on individual CUSIP or security identification numbers.)
A) XXXXXX DATA CORPORATION * (if applicable)
* Based on current vendor costs, subject to change.
GNMA Quotes $ .25 per Quote per Bond
Government/Corporate Short &
Long Term Quotes $ .50 per Quote per Bond
Tax-Exempt Short & Long Term Quotes $ .55 per Quote per Bond
Tax-Exempt Variable Rate Change
Information $ .55 per Rate Change per
Issue
Minimum Weekly File Transmission is Assumed
There will be no charge for the domestic dividend and
capital change information transmitted daily to Fund/Plan Services
from Xxxxxx Data Corporation.
B) QUOTRON SYSTEMS, INC.
There will be no charge for the domestic security prices
supplied by Quotron Systems, Inc.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "B"
III. 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. $1,000 per year per
Fund (US dollar denominated securities only).
OUT-OF-POCKET EXPENSES
The Fund will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including telephone, postage, telecommunications, special reports,
record retention, unusual expenses incurred while establishing viable
agreements between the Fund and Fund/Plan Services, etc. The cost of copying
and sending materials to auditors for off-site audits will be an additional
expense.
ADDITIONAL SERVICES
To the extent the Fund commence using investment techniques such as Security
Lending, Short Sales, Futures, Leveraging, Precious Metals and/or foreign
trading, additional fees will apply.
Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Fund should
decide to issue multiple/separate classes of shares, additional fees will
apply. Any enhanced services or reports will be quoted upon request.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "B"
