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Exhibit 9(c)
FUND ACCOUNTING AGREEMENT
AGREEMENT made this 1st day of February, 1993, between THE PARKSTONE GROUP OF
FUNDS (the "Trust"), a Massachusetts business trust having its principal place
of business at 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx; Xxxxxxxx, Xxxx 00000, and THE
WINSBURY SERVICE CORPORATION ("Winsbury"), a corporation organized under the
laws of the State of Ohio and having its principal place of business at 0000
Xxxx Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust desires that Winsbury perform certain fund accounting
services for each investment portfolio of the Trust identified on Schedule A
hereto, as such Schedule shall be amended from time to time (individually
referred to herein as a "Fund" and collectively as the "Funds"); and
WHEREAS, Winsbury is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants herein
set forth, the parties agree as follows:
1. SERVICES AS FUND ACCOUNTANT. Winsbury will keep and maintain the
following books and records of each Fund pursuant to Rule 31a-1 under the
Investment Company Act of 1940 (the "Rule"):
(a) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of cash and
all other debits and credits, as required by subsection (b)(1) of the Rule;
(b) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including interest accrued and
interest received, as required by subsection (b)(2)(i) of the Rule;
(c) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of
the Rule; and
(d) A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b)(8) of the Rule.
In addition to the maintenance of the books and records specified above,
Winsbury shall perform the following accounting services daily for each Fund:
(a) Calculate the net asset value per share;
(b) Calculate the dividend and capital gain distribution, if any;
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(c) Calculate the yield;
(d) Reconcile cash movements with the Fund's custodian;
(e) Affirm to the Fund's custodian all portfolio trades and cash
settlements;
(f) Verify and reconcile with the Fund's custodian all daily trade
activity;
(g) Provide the following reports:
(i) A current security position report;
(ii) A summary report of transactions and pending maturities (including
the principal, cost, and accrued interest on each portfolio security
in maturity date order); and
(iii) A current cash position report (including cash available from
portfolio sales and maturities and sales of a Fund's Shares less
cash needed for redemptions and settlement of portfolio purchases);
and
(h) Such other similar services with respect to a Fund as may be
reasonably requested by the Trust.
Winsbury shall perform the following accounting services for each Fund at
least monthly:
(a) Obtain actual dealer quotations, prices from a pricing service, or
matrix prices on all portfolio securities (including those with less than 60
days to maturity) in order to xxxx the entire portfolio to the market; and
(b) Prepare an interim balance sheet, statement of income and expense, an
statement of changes in net assets for the Fund.
2. COMPENSATION. The Trust shall pay Winsbury for the services to be
provided by Winsbury under this Agreement in accordance with, and in the manner
set forth in, Schedule B hereto.
3. REIMBURSEMENT OF EXPENSES. In addition to paying Winsbury the fees
described in Section 2 hereof, the Trust agrees to reimburse Winsbury for
Winsbury's out-of-pocket expenses in providing services hereunder, including
without limitation the following:
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A. All freight and other delivery and bonding charges incurred by Winsbury
in delivering materials to and from the Trust and in delivering all
materials to shareholders;
B. All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by Winsbury in communication
with the Trust, the Trust's investment adviser or custodian, dealers or
others as required for Winsbury to perform the services to be provided
hereunder;
C. Costs of pricing the portfolio securities of each Fund;
D. The cost of microfilm or microfiche of records or other materials; and
E. Any expenses Winsbury shall incur at the written direction of an officer
of the Trust thereunto duly authorized.
4. EFFECTIVE DATE. This Agreement shall become effective with respect to a
Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date an amendment to Schedule A to this
Agreement relating to that Fund is executed) (the "Effective Date").
5. TERM. This Agreement shall continue in effect with respect to a Fund,
unless earlier terminated by either party hereto as provided hereunder, until
December 31, 1995, and thereafter shall be renewed automatically for successive
five-year terms unless written notice not to renew is given by the non-renewing
party to the other party at least 60 days prior to the expiration of the
then-current term; provided, however, that after such termination, for so long
as Winsbury, with the written consent of the Trust, in fact continues to
perform any one or more of the services contemplated by this Agreement or any
schedule or exhibit hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in full
force and effect. Compensation due Winsbury and unpaid by the Trust upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. Winsbury shall be entitled to collect from the Trust, in addition
to the compensation described under paragraph 1 hereof, the amount of all of
Winsbury's cash disbursements for services in connection with Winsbury's
activities in effecting such termination, including without limitation, the
delivery to the Trust and/or its designees of the Trust's property, records,
instruments and documents, or any copies thereof. Subsequent to such
termination for a reasonable fee, Winsbury will provide the Trust with
reasonable access to any Trust documents or records remaining in its
possession. This Agreement is terminable with respect to a particular Fund
only upon mutual agreement of the parties hereto or for "cause" (as defined
below) by the party alleging "cause," in either case on not less than 60 days'
notice by the Trust's Board of; Trustees or by Winsbury.
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For purposes of this Agreement, "cause" shall mean (a) willful misfeasance,
bad faith, gross negligence, or reckless disregard on the part of either party
with respect to its obligations and duties set forth herein; (b) a final,
unappealable judicial, regulatory or administrative ruling or order in which
either party has been found guilty of criminal or unethical behavior in the
conduct of its business; (c) the dissolution or liquidation of either party or
other cessation of business other than a reorganization or recapitalization of
such party as an ongoing business; (d) financial difficulties on the part of
either party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a
voluntary or involuntary case under Title 11 of the United States Code, as from
time to time is in effect, or any applicable law, other than said Title 11, of
any jurisdiction relating to the liquidation or reorganization of debtors or to
the modification or alteration of the rights of creditors; or (e) any
circumstance which substantially impairs the performance of either party's
obligations and duties as contemplated herein.
6. STANDARD OF CARE: RELIANCE ON RECORDS AND INSTRUCTIONS: INDEMNIFICATION.
Winsbury shall use its best efforts to ensure the accuracy of all services
performed under this Agreement, but shall not be liable to the Trust for any
action taken or omitted by Winsbury in the absence of bad faith, willful
misfeasance or gross negligence. A Fund agrees to indemnify and hold harmless
Winsbury, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Winsbury's actions taken or
nonactions with respect to the performance of services under this Agreement
with respect to such Fund or based, if applicable, upon reasonable reliance on
information, records, instructions or requests with respect to such Fund given
or made to Winsbury by the Trust or the investment adviser and on any record
provided by any transfer agent or custodian thereof; provided that this
indemnification shall not apply to actions or omissions of Winsbury in cases of
its own willful misfeasance or gross negligence, and further provided that
prior to confessing any claim against it which may be the subject of this
indemnification, Winsbury shall give the Trust written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of
Winsbury.
7. RECORD RETENTION AND CONFIDENTIALITY. Winsbury shall keep and maintain on
behalf of the Trust all books and records which the Trust or Winsbury is, or
may be, required to keep and maintain pursuant to any applicable statutes,
rules and regulations, including without limitation Rules 31a-1 and 31a-2 under
the Investment Company Act of 1940, relating to the maintenance of books and
records in connection with the services to be provided hereunder. Winsbury
further agrees that all such books and records shall be the property of the
Trust and to make such books and records available for inspection by the rust
or by the Securities and Exchange Commission at reasonable times and otherwise
to keep confidential all books and records and other information relative to
the Trust and its shareholders; except when requested to divulge such
information by duly-constituted authorities or court process, or requested by a
shareholder with respect to information concerning an account as to which such
shareholder has
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either a legal or beneficial interest or when requested by the Trust, the
shareholder, or the dealer of record as to such account.
8. UNCONTROLLABLE EVENTS. Winsbury assumes no responsibility hereunder, and
shall not be liable, for any damage, loss of data, delay or any other loss
whatsoever caused by events beyond its reasonable control.
9. LEGAL ADVICE. Winsbury shall notify the Trust at any time Winsbury
believes that it is in need of the advice of counsel (other than counsel in the
regular employ of Winsbury or any affiliated companies) with regard to
Winsbury's responsibilities and duties pursuant to this Agreement; and after so
notifying the Trust, Winsbury, at its discretion, shall be entitled to seek,
receive and act upon advice of legal counsel of its choosing, such advice to be
at the expense of the Trust or Funds unless relating to a matter involving
Winsbury's willful misfeasance or gross negligence with respect to Winsbury's
responsibilities and duties hereunder and shall in no event be liable to the
Trust or any Fund or any shareholder or beneficial owner of the Trust for any
action reasonably taken pursuant to such advice.
10. REPORTS. Winsbury will furnish to the Trust and to its properly
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports and at such times as are prescribed pursuant to the
terms and the conditions of this Agreement to be provided or completed by
Winsbury, or as subsequently agreed upon by the parties pursuant to an
amendment hereto. The Trust agrees to examine each such report or copy
promptly and will report or cause to be reported any errors or discrepancies
therein no later than three business days from the receipt thereof. In the
event that errors or discrepancies, except such errors and discrepancies as may
not reasonably be expected to be discovered by the recipient within three days
after conducting a diligent examination, are not so reported within the
aforesaid period of time, a report will for all purposes be accepted by and
binding upon the Trust and any other recipient, and Winsbury shall have no
liability for errors or discrepancies therein and shall have no further
responsibility with respect to such report except to perform reasonable
corrections of such errors and discrepancies within a reasonable time after
requested to do so by the Trust.
11. RIGHTS OF OWNERSHIP. All computer programs and procedures developed to
perform services required to be provided by Winsbury under this Agreement are
the property of Winsbury. All records and other data except such computer
programs and procedures are the exclusive property of the Trust and all such
other records and data will be furnished to the Trust in appropriate form as
soon as practicable.after termination of this Agreement for any reason.
12. RETURN OF RECORDS. Winsbury may at its option at any time, and shall
promptly upon the Trust's demand, turn over to the Trust and cease to retain
Winsbury's files, records and documents created and maintained by Winsbury
pursuant to this Agreement which are no longer needed by Winsbury in the
performance of its services or for its legal protection. If not so turned over
to the Trust, such documents and records will be retained by Winsbury for six
years from the year of creation. At the end of such six-year period, such
records and documents
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will be turned over to the Trust unless the Trust authorizes in writing the
destruction of such records and documents.
13. REPRESENTATIONS OF THE TRUST. The Trust certifies to Winsbury that:
(1) as of the close of business on the Effective Date, each Fund which is in
existence as of the Effective Date has authorized unlimited shares, and (2) by
virtue of its Declaration of Trust, shares of each Fund which are redeemed by
the Trust may be sold by the Trust from its treasury, and (3) this Agreement
has been duly authorized by the Trust and, when executed and delivered by the
Trust, will constitute a legal, valid and binding obligation of the Trust,
enforceable against the Trust in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
14. REPRESENTATIONS OF WINSBURY. Winsbury represents and warrants that the
various procedures and systems which Winsbury has implemented with regard to
safeguarding from loss or damage attributable to fire, theft, or any other
cause of the blank checks, records, and other data of the Trust and Winsbury's
records, data, equipment facilities and other property used in the performance
of its obligations hereunder are adequate and that it will make such changes
therein from time to time as are required for the secure performance of its
obligations hereunder.
15. INSURANCE. Winsbury shall notify the Trust should any of its insurance
coverage be changed for any reason. Such notification shall include the date
of change and the reasons therefor. Winsbury shall notify the Trust of any
material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify
the Trust from time to time as may be appropriate of the total outstanding
claims made by Winsbury under its insurance coverage.
16. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS. The Trust has
furnished to Winsbury the following:
A. Copies of the Declaration of Trust of the Trust and of any amendments
thereto, certified by the proper official of the state in which such
Declaration has been filed.
B. Copies of the following documents:
1. The Trust's Code of Regulations and any amendments thereto;
2. Certified copies of resolutions of the Board of Trustees covering the
approval of this Agreement, authorization of a specified officer of
the Trust to execute and deliver this Agreement and authorization for
specified officers of the Trust to instruct Winsbury thereunder.
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C. A list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct Winsbury in
all matters.
D. Two copies of the following (if such documents are employed by the
Trust):
1. Prospectuses and Statements of Additional Information for each Fund;
2. Distribution Agreements;
3. Investment Advisory Agreements; and
4. All other forms commonly used by the Trust or its Distributor with
regard to their relationships and transactions with shareholders of
the Trust.
17. INFORMATION FURNISHED BY WINSBURY. Winsbury has furnished to the Trust
the following:
A. Winsbury's Articles of Incorporation.
B. Winsbury's Code of Regulations and any amendments thereto.
C. Certified copies of actions of Winsbury covering the following matters:
1. Approval of this Agreement, and authorization of a specified officer of
Winsbury to execute and deliver this Agreement;
2. Authorization of Winsbury to act as fund accountant for the Trust and to
provide accounting services by the Trust.
18. AMENDMENTS TO DOCUMENTS. The Trust shall furnish Winsbury written
copies of any amendments to, and changes in, any of the items referred to in
Section 17 hereof forthwith upon such amendments and changes becoming
effective. In addition, the Trust agrees that no amendments will be made to
the Prospectuses or Statements of Additional Information of the Trust which
might have the effect of changing the procedures employed by Winsbury in
providing the services agreed to hereunder or which amendment might affect the
duties of Winsbury hereunder unless the Trust first obtains Winsbury's approval
of such amendments or changes.
19. RELIANCE ON AMENDMENTS. Winsbury may rely on any amendments to or
changes in any of the documents and other items to be provided by the Trust
pursuant to Sections 17 and 19 of this Agreement and the Trust hereby
indemnifies and holds harmless Winsbury from and
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against any and all claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, counsel fees and other expenses of every
nature and character which may result from actions or omissions on the part of
Winsbury in reasonable reliance upon such amendments and/or changes. Although
Winsbury is authorized to rely on the above-mentioned amendments to and changes
in the documents and other items to be provided pursuant to Sections 17 and 19
hereof, Winsbury shall be under no duty to comply with or take any action as a
result of any of such amendments or changes unless the Trust first obtains
Winsbury's written consent to and approval of such amendments or changes.
20. COMPLIANCE WITH LAW. Except for the obligations of Winsbury's set forth
in Section 7 hereof, the Trust assumes full responsibility for the preparation,
contents and distribution of each prospectus of the Trust as to compliance with
all applicable requirements of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and any other laws, rules and
regulations of governmental authorities having jurisdiction. Winsbury shall
have no obligation to take cognizance of any laws relating to the sale of the
Trust's shares. The Trust represents and warrants that no shares of the Trust
will be offered to the public until the Trust's registration statement under
the Securities Act of 1933 and the Investment Company Act of 1940 has been
declared or becomes effective.
21. NOTICES. Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to the party required to be served with
such notice, at the following address: 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000, or at such other address as such party may from time to
time specify in writing to the other party pursuant to this Section.
22. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this
Agreement.
23. ASSIGNMENT. This Agreement and the rights and duties hereunder shall
not be assignable with respect to a Fund by either of the parties hereto except
by the specific written consent of the other party.
24. GOVERNING LAW. This Agreement shall be governed by and provisions shall
be construed in accordance with the laws of the State of Ohio.
25. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. The names
"The Parkstone Group of Funds" and "Trustees of The Parkstone Group of Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of March 25, 1987, to which reference is hereby made and a copy
of which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "The Parkstone Group
of Funds" entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities,
and are not binding upon any of the Trustees, Shareholders
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or representatives of the Trust personally, but bind only the assets of the
Trust, and all persons dealing with any series of shares of the Trust must look
solely to the assets of the Trust belonging to such series for the enforcement
of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
THE PARKSTONE GROUP OF FUNDS
By: /s/ G. Xxxxxx Xxxxxxxxx
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G. Xxxxxx Xxxxxxxxx, President
THE WINSBURY SERVICE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Chairman
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Dated: February 1, 1993
SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN THE PARKSTONE GROUP OF FUND
AND THE WINSBURY SERVICE CORPORATION
Name of Fund Date
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Parkstone U.S. Government Obligations, Prime Obligations, February 1, 1993
Tax-Free, Equity, Small Capitalization, High Income Equity,
Bond, Limited Maturity Bond, Intermediate Government
Obligations, Municipal Bond, Michigan Municipal Bond,
Balanced, U.S. Government Income and International
Discovery Funds
THE PARKSTONE GROUP OF FUNDS
By: /s/ Xxxxxx Xxxxxxxxx
------------------------
Title: President
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THE WINSBURY SERVICE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Chairman
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Dated: February 1, 1993
SCHEDULE B
TO THE
FUND ACCOUNTING AGREEMENT
BETWEEN
THE PARKSTONE GROUP OF FUND
AND
THE WINSBURY SERVICE CORPORATION
FEBRUARY 1, 1993
FEES
The fee for each money market fund shall be 0.016% of the average daily net
assets of each portfolio and shall be paid monthly.
The fee for each variable net asset value fund, except for the Parkstone
International Discovery Fund, shall be 0.022% of the average daily net assets
of each portfolio and shall be paid monthly.
The fee for the Parkstone International Discovery Fund shall be 0.035% of the
average daily net assets of the Parkstone International Discovery Fund and
shall be paid monthly.
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