ACCOUNTING SERVICES AGREEMENT
AGREEMENT, made as of this ___ day of ___________, 1993 by and between
THE BOSTON COMPANY ADVISORS, INC., a Massachusetts corporation (hereinafter
called "Boston Advisors") and ____________ U.S. LARGE STOCK FUND, a Delaware
business trust (hereinafter called the "Trust").
WHEREAS, the Trust is registered as an open-end diversified management
investment company under the Investment Company Act of 1940;
WHEREAS, the Trust desires to retain Boston Advisors to render pricing
and bookkeeping services to the Trust and Boston Advisors is willing to render
such services;
WlTNESSETH
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Boston Advisors to act as
Pricing and Bookkeeping Agent of the Trust on the terms set forth in this
Agreement. Boston Advisors accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. SERVICES. Boston Advisors shall be responsible for (i) the
determination of the net assets of the Trust and the net asset value per share
of the outstanding shares of the Trust and the offering price,. if different
from the net asset value per share, at which the Trust's shares are sold, at the
time and in the manner from time to time determined by the Board of Trustees of
the Trust ("pricing") and the timely communication of such information to the
person or persons designated by the Trust; and (ii) maintaining the accounts,
books and other records of the Trust required by Section 31(a) of the Investment
Company Act of 1940 and the rules thereunder or as the Trust may reasonably
require for tax, accounting, performance, advertising and other business
purposes ("bookkeeping"). All accounts, books and records are the property of
the Trust; shall be available for inspection and use by the Trust and shall be
preserved by Boston Advisors for the periods and in the places required by Rule
31a-2 under the Investment Company Act of 1940 and shall be surrendered to the
Trust upon request. Boston Advisors shall furnish at its expense space and all
necessary light, heat, equipment, stationery and stenographic, clerical, mailing
and messenger services in connection with such pricing and bookkeeping.
Boston Advisors will from time to time employ or associate with itself
such person or persons as Boston Advisors may believe to be particularly suited
to assist it in the performance of this Agreement.
3. COMPENSATION OF BOSTON ADVISORS. For the services to be rendered and
the facilities to be furnished by Boston Advisors as provided in Sections 2 and
3 hereof, Boston Advisors shall receive from the Trust an annual fee, payable
monthly, computed as follows:
(a) ANNUAL FEE. For the services to be rendered and the
facilities to be furnished by Boston Advisors, as provided in this Agreement,
Boston Advisors shall be compensated by the Trust pursuant to a Fee Schedule
between the Trust and Boston Advisors as set forth in Schedule A attached
hereto.
(b) FEE ACCRUAL AND PAYMENT. Remuneration under this Agreement
shall begin to accrue on the date hereof. The fee for the previous month shall
be paid on the first business day of each month, provided that in the event this
Agreement is terminated as of a date other than the last day of a month, the fee
shall be computed pursuant to paragraph (c) of this Section 3 and paid on the
effective date of such termination.
(c) PRORATION. If this Agreement commences on any date other
than the first day of a month, the fee payable with respect to such initial
fractional month shall be prorated according to the proportion that such period
bears to the full monthly period. Upon any termination of this Agreement before
the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period.
4. AUDIT INSPECTIONS AND VISITATION. Boston Advisors shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for the reasonable audit and inspections
by the Trust, or any regulatory agency having authority over the Trust. Upon
reasonable notice by the Trust, Boston Advisors shall make available during
regular business hours its facilities and premises employed in connection with
the performance of its duties under this Agreement for reasonable visitation by
any person designated by the Trust, or any regulatory agency having authority
over the Trust.
5. ACTS OF GOD. ETC. Boston Advisors shall not be liable for delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to, acts of civil or military authority, national emergencies, work
stoppage, fire, flood, catastrophe, act of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdown
beyond its control Boston Advisors shall take reasonable steps to minimize
service interruptions but shall have no liability with respect thereto.
6. RELIANCE ON WRITTEN OR ORAL INSTRUCTIONS. For all purposes under this
Agreement, Boston Advisors is authorized to act on written or oral instructions
that Boston Advisors receives and reasonably believes to be transmitted by a
person
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authorized by the Board of Trustees of the Trust to give such instructions. Oral
instructions will be followed by confirmatory written instructions, document or
written record to Boston Advisors. Boston Advisors shall be entitled to rely
reasonably on any written or oral instructions received and any act or omissions
undertaken in compliance therewith shall be free of liability and fully
indemnified and held harmless by the Trust.
7. LIABILITY AND REMEDIES. (a) Boston Advisors shall not be liable for
any loss suffered by the Trust in connection with the performance of Boston
Advisors' obligations and duties under this Agreement, except to the extent that
such loss results from negligence or willful misconduct in the performance of,
or omission to perform, such obligations and duties. Boston Advisors shall not
be deemed to have been negligent or to have engaged in willful misconduct with
respect to any incorrect calculations of net asset value per share ("pricing
errors") to the extent that a pricing error is based upon prices furnished by an
independent pricing service prudently selected by Boston Advisors, provided that
in the event that Boston Advisors receives a price from a pricing service for
any security owned by the Trust which results in a pricing variance in excess of
10% of the prior business day's price for such security, Boston Advisors shall
notify, via fax, the investment manager of the Trust of such pricing variance by
5:45 P.M. on the date that the pricing variance occurs.
(b) Notwithstanding the provisions of Section 7(a), Boston
Advisors shall be liable for any loss to the Trust resulting from a pricing
error caused by Boston Advisors' own negligence to the extent that such loss
resulted from an error in computation by Boston Advisors unless and to the
extent that such pricing error resulted from incorrect information supplied or
necessary information not provided by the Trust or any of its agents.
(c) In the event of a pricing error, Boston Advisors shall
correct such error promptly upon discovery and, if Boston Advisors is liable to
the Trust for such error under this Section 7, Boston Advisors (acting through
the Trust's transfer agent, but at the direction and responsibility of Boston
Advisors), may seek to mitigate the loss or dilutive effect to certain
shareholders resulting therefrom by adjusting share balances to the extent
practicable for transactions executed while such error was in effect to reflect
balances that should have resulted in the absence of such error
("reprocessing"), provided however that Boston Advisors shall not reprocess any
account after 30 days after such error occurred (with each business day that
such error occurred being considered a separate error) without the consent of
the Trust.
(d) For purposes of a pricing error for which Boston Advisors
is liable under this Section 7, the Trust may have incurred a loss or there may
have been a dilution with respect to certain shareholders (i) if the pricing
error resulted in a net asset value per share in excess of the actual net asset
value per share ("overpricing") or (ii) if the error resulted in a net asset
value per share that was less
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than the actual net asset value per share ("underpricing"). In the case of an
overpricing error, shareholders who purchased shares during the pendency of such
error may have their accounts reprocessed to reflect the additional shares which
they should have received upon investment and any subsequent shares to which
they should be entitled. Boston Advisors shall reimburse the Trust for all
excess amounts per share paid out to redeeming shareholders during the pendency
of an overpricing error if such excess amount per share exceeds ____ of the
corrected net asset value of the Trust.
In the case of an underpricing error, Boston Advisors shall bear all
processing and mailing costs, if any, in accordance with good industry practice
with respect to redeeming shareholders who are entitled to additional amounts on
account of such error. Boston Advisors shall also be entitled pursuant to
Section 7(c) to reprocess accounts of shareholders who purchased shares during
the pendency of such error and received too many shares as a result thereof, and
to the extent that any such account is not reprocessed or capital is not
contributed thereto pursuant to Section 7(e) (i.e. if the cost of reprocessing
exceeds the loss or dilutive effect to its shareholders), Boston Advisors shall
contribute capital to the Trust in the amount necessary to remedy the dilutive
effect of the underpricing error.
(e) In the event of a pricing error for which Boston Advisors
is liable under Section 7, the Trust shall not withhold its consent to any
reprocessing pursuant to Section 7(c) to increase account share balances of
shareholders who purchased during the pendency of an overpricing error.
Moreover, pursuant to Section 7(c), the Trust shall not unreasonably withhold
its consent to any reprocessing to decrease share balances of shareholders who
purchased during the pendency of an underpricing error, provided however that in
the case of certain shareholder accounts of significant clients of the Trust's
investment manager or of an affiliate of such investment manager where the
President of the Trust determines that the best interests of the Trust so
require, the Trust may withhold consent, in which case the investment manager
shall contribute capital to the Trust equal to 60% of the amount necessary to
remedy the dilutive effect of an underpricing error if such accounts were not
reprocessed, and Boston Advisors shall contribute 40% of such amount.
(f) If Boston Advisors is required to reimburse the Trust
under the terms of the Agreement for any loss under this Section 7, Boston
Advisors shall be subrogated to the rights of the Trust and may pursue such
remedies, including legal actions, as Boston Advisors considers appropriate with
respect to shareholders who receive excess redemption proceeds because of
overpricing errors, provided that such shareholders are not significant
investment clients of the Trust's investment manager or of an affiliate of such
manager, at the time such remedy is pursued. With respect to shareholders who
are such significant clients, Boston Advisors may request by one or more
letters, subject to the reasonable approval as to substance and tone by such
investment manager, that the shareholders return any excess to Boston Advisors,
and
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may discuss this matter in person or by phone with such shareholders in a manner
not inconsistent with the tone and spirit of the approved letter, but in no
event shall Boston Advisors seek any further remedies against such shareholders,
including litigation, without giving the Trust's investment manager notice, and
the opportunity to pay Boston Advisors 40% of the aggregate excess attributed to
such clients under $100,000, and 60% of the aggregate excess attributed to such
clients of $100,000 or more, in which event Boston Advisors shall not seek
further remedies against such shareholders.
8. TERM AND TERMINATION. (a) This Agreement shall become effective on
the date set forth above and shall continue in effect from year to year
thereafter unless terminated pursuant to Section 8(b) of this Agreement.
(b) This Agreement may be terminated by either party on 120
days' written notice without payment of any penalty, provided that in the event
that Boston Advisors elects to discontinue providing accounting and bookkeeping
services to all of its non-affiliated investment companies, Boston Advisors
shall provide the Trust with 240 days' written notice prior to such termination
date or any such shorter period as the parties may mutually agree.
9. LIABILITY OF TRUSTEES OFFICERS AND SHAREHOLDERS. The execution and
delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this Agreement are
not binding upon any of the Trustees or shareholders of the Trust, but bind only
the trust property of the Trust as provided in the Declaration of Trust.]
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officer thereunto duly authorized as of the day and year
first written above.
THE BOSTON COMPANY ADVISORS, INC.
By:________________________________
Authorized Officer
U.S. LARGE STOCK FUND
By:________________________________
Authorized Officer
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ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
SCHEDULE A
U.S. Large Stock Fund agrees to pay The Boston Company Advisors, Inc.
the following fee. Such fee to be calculated on the daily net assets of the
Trust.
I. CHARGES
-------
Year one or less than $50 million of .02% of the value of the Trust's total
net assets net assets
Year two or at such time when .03% of the value of the Trust's total
aggregate net assets equal or exceed net assets
$50 million during year one
Year three and thereafter or at such .04% of the value of the Trust's total
time when aggregate net assets net assets
exceed $100 million during years one
or two
In each case, a year shall be calculated beginning with the
commencement of the Trust's operations.
II. OUT-OF-POCKET EXPENSES
----------------------
All reasonable out-of-pocket expenses to include, but not be limited
to, such items as telephone, wire charges, courier services, etc.
III. MINIMUM FEE
-----------
Year one or less than $50 million of No minimum fee
net assets
Year two or at such time when $1,000 per month
aggregate net assets equal or
exceed $50 million during year
one
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Year three and thereafter or at such $1,000 per month
time when aggregate net assets
exceed $100 million during years one
or two
IV. SPECIAL SERVICES
----------------
Fees for activities of a non-recurring nature such as portfolio
consolidation or reorganizations, extraordinary shipments and the
preparation of special reports will be subject to negotiation.
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SUPPLEMENT NO. 1 TO THE CUSTODY AND
ACCOUNTING SERVICES AGREEMENTS
Pursuant to Sections 1 (h), 3.(b) and 13.(f) of the CUSTODY AGREEMENT
dated as of March 20, 1989 between XXXXX, XXXX & XXXXX FUNDS TRUST (the "Trust")
and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), and pursuant to
Section 1 of the ACCOUNTING SERVICES AGREEMENT dated as of March 20, 1989
between the Trust and THE BOSTON COMPANY ADVISORS, INC. ("Boston Advisors")
(each of the Custody Agreement and the Accounting Services Agreement referred to
herein as the "Agreement"), the Trust hereby supplements each Agreement as
follows:
1. The parties to each Agreement hereby agree that the WPG Quantitative
Equity Fund (the "Portfolio"), a new portfolio series of the Trust, created and
designated in accordance with the Trust's Declaration of Trust, shall be
considered a "Portfolio" or "Fund" as defined under the terms of the respective
Agreements as of the date and year indicated below; and
2. With respect to the services rendered by Boston Advisors and the
Custodian to the Portfolio pursuant to the relative Agreement, the compensation
paid by the Trust for such services shall be as follows:
CUSTODY SERVICES
----------------
I. DOMESTIC SAFEKEEPING FEE:
-------------------------
COMBINED ASSETS ANNUAL FEE RATE
--------------- ---------------
First $50 million .002
Next $100 million .000175
Next $100 million .000150
Excess .000100
The foregoing fees shall be calculated on the daily net assets of the
combined Portfolios.
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II. TRANSACTION CHARGES
-------------------
Fee per non-depository $17.00
eligible securities
Fee per depository eligible $10.00
securities
Fee per mortgage-backed $10.00
securities paydown
Fee per option and futures $17.00
Fee per foreign transaction $27.00
Fee per issue per annum $12.00
Fee per short term security $5.00
held in the account for two
months or longer
III. CREDIT INCOME
-------------
Income Collection on Equities and Bonds Interest Income will be
credited in good funds on payable date plus one.
GNMAE will be credited in good funds on the fourth (4th) business day
after payable date. First month principle and interest payment into a
new pool will be credited on a when collected basis.
Variable Rate Bond Income will be credited upon receipt of good funds.
IV. SPECIAL SERVICES
----------------
Fee for activities of a non recurring nature such as portfolio
consolidation or reorganization, extraordinary shipments and the
preparation of special response will be subject to negotiation.
V. OUT-OF-POCKET EXPENSES
----------------------
Reimbursable out-of-pocket expenses will be added to each monthly
invoice and will include, but not be limited to, such customary items
as telephone, wire charges ($5.50 per wire) postage, insurance, pricing
services, courier services and duplicating charges.
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FUND ACCOUNTING SERVICES
------------------------
I. CHARGES
-------
Year one or less than $50 million of .02% of the value of the Trust's total
net assets net assets
Year two or at such time when .03% of the value of the Trust's total
aggregate net assets equal or exceed net assets
$50 million during year one
Year three and thereafter or at such .04% of the value of the Trust's total
time when aggregate net assets net assets
exceed $100 million during years one
or two
In each case, a year shall be calculated beginning with the
commencement of the Portfolio's operations.
II. OUT-OF-POCKET EXPENSES
----------------------
All reasonable out-of-pocket expenses to include, but not be limited
to, such items as telephone, wire charges, courier services, etc.
III. MINIMUM FEE
-----------
Year one or less than $50 million of No minimum fee
net assets
Year two or at such time when $1,000 per month
aggregate net assets equal or exceed
$50 million during year one
Year three and thereafter or at such $1,000 per month
time when aggregate net assets
exceed $100 million during years one
or two
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
and year indicated below.
THE BOSTON COMPANY BOSTON SAFE DEPOSIT
ADVISORS, INC. AND TRUST COMPANY
By: ______________________ By: ____________________
Title: __________________ Title: _________________
XXXXX XXXX & XXXXX FUNDS TRUST
By: ______________________
Title: ___________________
Dated: ___________________, 1993
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