Exhibit (h)(xvi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of November 8, 2000 by and between VISION GROUP OF FUNDS (the
"Trust") and State Street Bank and Trust Company ("State Street").
WHEREAS, the Trust is registered as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS the Trust and State Street entered into a certain custody contract dated
as of November 8, 2000, as amended and in effect from time to time (the "Custody
Contract"), on behalf of certain portfolios of the Trust (the "Portfolios");
WHEREAS, the Trust desires to retain State Street as financial administrator
(the "Financial Administrator") to furnish certain financial administrative
services on behalf of the Portfolios;
WHEREAS, the Trust desires to retain State Street as accounting agent (the
"Accounting Agent") to perform certain accounting and recordkeeping services on
behalf of the Portfolios; and
WHEREAS, State Street is willing to perform such services on the terms provided
herein.
NOW, THEREFORE, the parties agree as follows:
I. APPOINTMENT
A. OF STATE STREET AS THE FINANCIAL ADMINISTRATOR
The Trust hereby appoints State Street to act as Financial Administrator with
respect to the Trust for purposes of providing certain financial administrative
services for the period and on the terms set forth in this Agreement. State
Street accepts such appointment and agrees to render the financial
administrative services stated herein.
The Trust will initially consist of the Portfolios identified under the Custody
Contract. In the event that the Trust establishes one or more additional
Portfolios with respect to which it wishes to retain the Financial Administrator
to act as financial administrator hereunder, the Company shall notify the
Financial Administrator in writing. Upon such notification, such Portfolio shall
become subject to the provisions of this Agreement to the same extent as the
existing Portfolios, except to the extent that such provisions (including those
relating to compensation and expenses payable by the Trust and its Portfolios)
may be modified with respect to each additional Portfolio in writing by the
Trust and the Financial Administrator at the time of the addition of the
Portfolio.
B. OF STATE STREET AS THE ACCOUNTING AGENT
The Trust hereby appoints State Street to act as Accounting Agent with respect
to certain Portfolios for purposes of providing certain accounting and
recordkeeping services for the period and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
accounting and recordkeeping services stated herein.
The Trust will initially consist of the Portfolios identified under the Custody
Contract. In the event that the Trust establishes one or more additional
Portfolios with respect to which it wishes to retain the Accounting Agent to act
as accounting agent hereunder, the Company shall notify the Accounting Agent in
writing. Upon such notification, such Portfolio shall become subject to the
provisions of this Agreement to the same extent as the existing Portfolios,
except to the extent that such provisions (including those relating to
compensation and expenses payable by the Trust and its Portfolios) may be
modified with respect to each additional Portfolio in writing by the Trust and
the Accounting Agent at the time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. BY STATE STREET . State Street represents and warrants that:
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a) It is a Massachusetts trust company, duly organized and existing under
the laws of The Commonwealth of Massachusetts;
b) It has the corporate power and authority to carry on its business in
The Commonwealth of Massachusetts;
c) All requisite corporate proceedings have been taken to authorized it
to enter into and perform this Agreement;
d) No legal or administrative proceedings have been instituted or
threatened which would impair State Street's ability to perform its
duties and obligations under this Agreement; and
e) Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of
State Street or any law or regulation applicable to it.
II. BY THE TRUST. THE TRUST REPRESENTS AND WARRANTS THAT:
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(i) It is a business trust, duly organized, existing and in good standing
under the laws of Delaware;
(ii) It has the power and authority under applicable laws and by its
Agreement and Declaration of Trust to enter into and perform this
Agreement;
(iii)All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;
(iv) With respect to each Portfolio, it is an investment company properly
registered under the 1940 Act;
(v) A registration statement under the 1933 Act and the 1940 Act has been
filed and will be effective and remain effective during the term of
this Agreement. The Trust also warrants that as of the effective date
of this Agreement, all necessary filings under the securities laws of
the states in which the Trust offers or sells its shares have been
made;
(vi) No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its
duties and obligations under this Agreement;
(vii)Its entrance into this Agreement will not cause a material breach or
be in material conflict with any other agreement or obligation of the
Trust or any law or regulation applicable to it; and
(viii) As of the close of business on the date of this Agreement, the Trust
is authorized to issue shares of capital stock.
III. DUTIES of STATE STREET
I. AS THE FINANCIAL ADMINISTRATOR. THE FINANCIAL ADMINISTRATOR SHALL PROVIDE THE
FOLLOWING SERVICES, IN EACH CASE, SUBJECT TO THE CONTROL, SUPERVISION AND
DIRECTION OF THE TRUST AND THE REVIEW AND COMMENT BY THE TRUST'S AUDITORS AND
LEGAL COUNSEL AND IN ACCORDANCE WITH PROCEDURES WHICH MAY BE ESTABLISHED FROM
TIME TO TIME BETWEEN THE TRUST AND THE FINANCIAL ADMINISTRATOR:
A) OVERSEE THE DETERMINATION AND PUBLICATION OF THE TRUST'S NET ASSET
VALUE ("NAV") IN ACCORDANCE WITH THE TRUST'S POLICY AS ADOPTED FROM
TIME TO TIME BY THE BOARD OF TRUSTEES OF THE TRUST (THE "BOARD");
B) OVERSEE THE MAINTENANCE BY STATE STREET AS CUSTODIAN OF CERTAIN BOOKS
AND RECORDS OF THE TRUST AS REQUIRED UNDER RULE 31A-1(B) OF THE 1940
ACT;
C) COMPILE AND DELIVER TO THE TRUST, FUND PERFORMANCE STATISTICS
INCLUDING YIELDS AND TOTAL RETURNS;
D) PREPARE AND SUBMIT FOR APPROVAL BY OFFICERS OF THE TRUST A FUND
EXPENSE BUDGET, REVIEW EXPENSE CALCULATIONS AND ARRANGE FOR PAYMENT OF
THE TRUST'S EXPENSES;
E) PREPARE FOR REVIEW AND APPROVAL BY OFFICERS OF THE TRUST FINANCIAL
INFORMATION FOR THE TRUST'S SEMI-ANNUAL REPORTS, PROXY STATEMENTS AND
OTHER COMMUNICATIONS REQUIRED OR OTHERWISE TO BE SENT TO SHAREHOLDERS;
F) PREPARE FOR REVIEW BY AN OFFICER OF AND LEGAL COUNSEL FOR THE TRUST
THE TRUST'S PERIODIC FINANCIAL REPORTS REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC") ON FORM N-SAR AND FINANCIAL
INFORMATION REQUIRED BY FORM N-1A AND SEC RULE 24F-2 NOTICES AND SUCH
OTHER REPORTS, FORMS OR FILINGS AS MAY BE MUTUALLY AGREED UPON;
G) PREPARE REPORTS RELATING TO THE BUSINESS AND AFFAIRS OF THE TRUST AS
MAY BE MUTUALLY AGREED UPON AND NOT OTHERWISE PREPARED BY THE TRUST'S
INVESTMENT ADVISER, CUSTODIAN, LEGAL COUNSEL OR INDEPENDENT
ACCOUNTANTS;
H) MAKE SUCH REPORTS AND RECOMMENDATIONS TO THE TRUST CONCERNING THE
PERFORMANCE OF THE INDEPENDENT ACCOUNTANTS AS THE TRUST MAY REASONABLY
REQUEST;
I) MAKE SUCH REPORTS AND RECOMMENDATIONS TO THE TRUST CONCERNING THE
PERFORMANCE AND FEES OF THE TRUST'S CUSTODIAN AND TRANSFER AND
DIVIDEND DISBURSING AGENT ("TRANSFER AGENT") AS THE TRUST MAY
REASONABLY REQUEST OR DEEMS APPROPRIATE;
J) OVERSEE AND REVIEW CALCULATIONS OF FEES PAID TO THE TRUST'S INVESTMENT
ADVISER, CUSTODIAN, FUND ADMINISTRATOR AND TRANSFER AGENT;
K) CONSULT WITH THE TRUST'S OFFICERS, INDEPENDENT ACCOUNTANTS, LEGAL
COUNSEL, CUSTODIAN, FUND ADMINISTRATOR AND TRANSFER AGENT IN
ESTABLISHING THE ACCOUNTING POLICIES OF THE TRUST;
L) RESPOND TO, OR REFER TO THE TRUST'S OFFICERS OR TRANSFER AGENT,
SHAREHOLDER INQUIRIES RELATING TO THE TRUST;
M) PREPARE FUND INCOME FORECASTS AND SUBMIT FOR APPROVAL BY OFFICERS OF
THE TRUST, RECOMMENDATIONS FOR FUND INCOME DIVIDEND DISTRIBUTIONS;
N) REVIEW AND PROVIDE ASSISTANCE ON SHAREHOLDER COMMUNICATIONS;
O) FILE ANNUAL AND SEMI-ANNUAL N-SAR WITH THE APPROPRIATE REGULATORY
AGENCIES;
P) REVIEW TEXT OF "PRESIDENT'S LETTERS" TO SHAREHOLDERS AND "MANAGEMENT'S
DISCUSSION OF CORPORATE PERFORMANCE" (WHICH SHALL ALSO BE SUBJECT TO
REVIEW BY THE TRUST'S LEGAL COUNSEL); AND
Q) MAINTAIN CONTINUING AWARENESS OF SIGNIFICANT EMERGING REGULATORY AND
LEGISLATIVE DEVELOPMENTS WHICH MAY AFFECT THE TRUST, AND PROVIDE
RELATED PLANNING ASSISTANCE WHERE REQUESTED OR APPROPRIATE.
THE FINANCIAL ADMINISTRATOR SHALL PROVIDE THE OFFICE FACILITIES AND THE
PERSONNEL REQUIRED BY IT TO PERFORM THE SERVICES CONTEMPLATED HEREIN.
B. AS THE ACCOUNTING AGENT.
a) BOOKS OF ACCOUNT. The Accounting Agent shall maintain the books of
account of the Trust and shall perform the following duties in the
manner prescribed by the Trust's currently effective prospectus,
statement of additional information or other governing document,
certified copies of which have been supplied to the Accounting Agent
(a "Governing Document"):
a. Value the assets of the Trust using: primarily, market quotations
including the use of matrix pricing supplied by the independent
pricing services selected by the Accounting Agent in consultation with
the Trust's investment adviser (the "Adviser") or sources selected by
the Adviser and reviewed by the Board; secondarily, for securities for
which no market price is available, the Pricing Committee of the Board
(the "Committee") will determine a fair value in good faith.
Consistent with Rule 2a-4 of the 1940 Act, estimates may be used where
necessary or appropriate; or thirdly, such other procedures as may be
adopted by the Board. The Accounting Agent is not the guarantor of the
securities prices received from such pricing agents and the Accounting
Agent is not liable to the Trust for potential errors in valuing a
Portfolio's assets or calculating the NAV per share of such Portfolio
or class when the calculations are based upon such prices;
B. Determine the NAV per share of each Portfolio and/or class, at the
time and in the manner from time to time determined by the Board and
as set forth in the Prospectus of the Trust;
C. Calculate the net income of each of the Portfolios, if any;
D. Calculate realized capital gains or losses of each of the Portfolios
resulting from sale or disposition of assets, if any;
E. Maintain the general ledger and other accounts, books and financial
records of the Trust, including for each Portfolio, and/or class, as
required under Section 31(a) of the 1940 Act and the Rules thereunder
in connection with the services provided by State Street;
F. At the request of the Trust, prepare various reports or other
financial documents in accordance with generally accepted accounting
principles as required by federal, state and other applicable laws and
regulations; and
G. Such other similar services as may be reasonably requested by the
Trust.
The Trust shall provide timely prior notice to the Accounting Agent of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to the Trust's governing document. The Accounting
Agent shall not be responsible for any revisions to calculations unless such
revisions are communicated in writing to the Accounting Agent.
2. RECORDS. The Accounting Agent shall create and maintain all records
relating to its activities and obligations under this Agreement in
such a manner as will meet the obligations of the Trust under the 1940
Act, specifically Section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the Trust and
shall at all times during the regular business hours of the Accounting
Agent be open for inspection by duly authorized officers, employees or
agents of the Trust and employees and agents of the Securities and
Exchange Commission. Subject to Section XVI below, the Accounting
Agent shall preserve for the period required by law the records
required to be maintained thereunder.
IV. DUTIES of the TRUST
A. DELIVERY OF DOCUMENTS. The Trust will promptly deliver to the
Financial Administrator copies of each of the following documents and
all future amendments and supplements, if any:
a) The Trust's Agreement and Declaration of Trust;
b) The Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act
and the Trust's Prospectus(es) and Statement(s) of Additional
Information (the "Prospectus") relating to all Portfolios and all
amendments and supplements thereto as in effect from time to time;
c) Certified copies of resolutions of the Board authorizing (a) the Trust
to enter into this Agreement and (b) certain individuals on behalf of
the Trust to (i) give instructions to the Financial Administrator
pursuant to this Agreement and (ii) sign checks and pay expenses;
d) The investment advisory agreement between the Trust and its investment
adviser; and
e) Such other certificates, documents or opinions which the Financial
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
The Trust shall provide, or shall cause a third party to provide, timely
notice to the Accounting Agent of all data reasonably required as a condition to
the Accounting Agent's performance described in Section III.B hereunder.
State Street is authorized and instructed to rely upon any and all
information it receives from the Trust or any third party. State Street shall
have no responsibility to review, confirm or otherwise assume any duty with
respect to the accuracy or completeness of any data supplied to it by or on
behalf of the Trust.
If so directed to calculate the Trust's NAV, State Street shall value the
Trust's securities and other assets utilizing prices obtained from sources
designated by the Trust, or the Trust's duly-authorized agent, on a Price Source
Authorization substantially in the form attached hereto as Exhibit A or
otherwise designated by means of Proper Instructions (as such term is defined
herein) (collectively, the "AUTHORIZED PRICE SOURCES"). State Street shall not
be responsible for any revisions to the methods of calculation adopted by the
Trust unless and until such revisions are communicated in writing to the
Custodian.
B. PROPER INSTRUCTIONS. The Trust shall communicate to State Street by
means of Proper Instructions. Proper Instructions shall mean (i) a writing
signed or initialed by one or more persons as the Board shall have from time to
time authorized or (ii) communication effected directly between the Trust or its
third-party agent and State Street by electro-mechanical or electronic devices,
provided that the Trust and State Street have approved such procedures. State
Street may rely upon any Proper Instruction believed by it to be genuine and to
have been properly issued by or on behalf of the Trust. Oral instructions shall
be considered Proper Instructions if State Street reasonably believes them to
have been given by a person authorized to give such instructions. The Trust
shall cause all oral instructions to be confirmed in accordance with clauses (i)
or (ii) above, as appropriate. The Trust shall give timely Proper Instructions
to State Street in regard to matters affecting accounting practices and State
Street's performance pursuant to this Agreement.
V. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
THE TRUST ASSUMES FULL RESPONSIBILITY FOR COMPLYING WITH ALL SECURITIES,
TAX, COMMODITIES AND OTHER LAWS, RULES AND REGULATIONS APPLICABLE TO IT.
VI. WARRANTIES
If, prior to the Accounting Agent's calculation of the current NAV, the
Trust notifies the Accounting Agent that any of its accounting services are
erroneous in any material respect, the Accounting Agent shall endeavor in a
timely manner to correct such failure. Organizations from which the Accounting
Agent may obtain certain data included in the accounting services are solely
responsible for the contents of such data and the Trust agrees to make no claim
against the Accounting Agent arising out of the contents of such third-party
data including, but not limited to, the accuracy thereof. The Accounting Agent
makes no warranties with respect to the calculations and data processing it
provides the Trust and/or any third party agent of the Trust insofar as it
relates to the qualification of the Trust as a regulated investment company
under state or federal securities and tax laws, or any requirements or
obligations thereunder.
VII. FORCE MAJEURE
State Street shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Trust as a result of work stoppage, power
or other mechanical failure, natural disaster, governmental action, computer
viruses, communication disruption or other impossibility of performance.
VIII. INSTRUCTIONS and ADVICE
At any time, State Street may apply to any officer of the Trust for
instructions and may consult with its own legal counsel or outside counsel for
the Trust or the independent accountants for the Trust at the expense of the
Trust, provided that State Street first obtains consent of the Trust which shall
not be unreasonably withheld, with respect to any matter arising in connection
with the services to be performed by State Street under the terms of this
Agreement. In its capacity as the Financial Administrator or as the Accounting
Agent under the terms of this Agreement, State Street shall not be liable, and
shall be indemnified by the Trust for any action taken or omitted by it in good
faith reliance upon any such instructions or advice or upon any paper or
document believed by it to be genuine and to have been signed by the proper
person or persons. State Street shall not be held to have notice of any change
of authority of any person until receipt of written notice thereof from the
Trust. Nothing in this paragraph shall be construed as imposing upon State
Street any obligation to seek such instructions or advice, or to act in
accordance with such advice when received.
IX. NOTICES
All notices shall be in writing and deemed given when delivered in person,
by facsimile, by overnight delivery through a commercial courier service, or by
registered or certified mail, return receipt requested. Notices shall be
addressed to each party at its address set forth below, or such other address as
the recipient may have specified by earlier notice to the sender:
If to State Street: LaFayette Corporate Center
0 Xxxxxx xx XxXxxxxxx XXX0X
Xxxxxx, Xxxxxxxxxxxxx 00000
ATTN: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (617) 662-____
If to the Trust: Vision Group of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
ATTN: Secretary
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
X. CONFIDENTIALITY
State Street agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Trust or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Trust.
XI. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be responsible for the performance of only such duties
as are set forth in this Agreement and, except as otherwise provided under
Section XVI, shall have no responsibility for the actions or activities of any
other party, including other service providers. State Street shall have no
liability for any error of judgment or mistake of law or for any loss or damage
resulting from the performance or nonperformance of its duties hereunder unless
solely and directly caused by or resulting from the negligence, reckless
misconduct, willful malfeasance or lack of good faith of State Street, its
officers or employees. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO THE TRUST'S
USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM
STATE STREET'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without
limitation to claims regardless of the form of action, whether in contract
(including negligence), strict liability, or otherwise and regardless of whether
such damages are foreseeable.
THE TRUST SHALL INDEMNIFY AND HOLD STATE STREET HARMLESS FROM ALL LOSS,
COST, DAMAGE AND EXPENSE, INCLUDING REASONABLE FEES AND EXPENSES FOR COUNSEL,
INCURRED BY STATE STREET RESULTING FROM ANY CLAIM, DEMAND, ACTION OR SUIT IN
CONNECTION WITH STATE STREET'S ACCEPTANCE OF THIS AGREEMENT, ANY ACTION OR
OMISSION BY IT IN THE PERFORMANCE OF ITS DUTIES HEREUNDER, OR AS A RESULT OF
ACTING UPON ANY INSTRUCTIONS REASONABLY BELIEVED BY IT TO HAVE BEEN DULY
AUTHORIZED BY THE TRUST, PROVIDED THAT THIS INDEMNIFICATION SHALL NOT APPLY TO
ACTIONS OR OMISSIONS OF STATE STREET, ITS OFFICERS OR EMPLOYEES IN CASES OF ITS
OR THEIR OWN NEGLIGENCE OR WILLFUL MISCONDUCT.
The indemnification contained herein shall survive the termination of this
Agreement.
XII. EXCLUSIVE REMEDY
STATE STREET'S TOTAL LIABILITY DURING ANY TWELVE-MONTH PERIOD SHALL BE
LIMITED TO THE AGGREGATE AMOUNT OF FEES EARNED BY STATE STREET DURING THE LAST
TWELVE MONTHS PRIOR TO THE TIME THE EVENT GIVING RISE TO LIABILITY OCCURS
PURSUANT TO: ARTICLE 3 OF THE PORTFOLIO AND ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN FEDERATED SERVICES COMPANY AND STATE STREET BANK AND TRUST COMPANY DATED
NOVEMBER 3, 1997, AS MAY BE AMENDED FROM TIME TO TIME; ARTICLE XV OF THE
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN 4 WINDS
FAMILY OF FUNDS AND STATE STREET BANK AND TRUST COMPANY DATED OCTOBER 13, 2000,
AS MAY BE AMENDED FROM TIME TO TIME; AND ARTICLE XV HEREUNDER. PROVIDED HOWEVER,
CLAIMS FOR ANY SUCH ACTUAL OR DIRECT DAMAGES SHALL BE PAID ON A FIRST COME FIRST
SERVE BASIS TO THE TRUST, FEDERATED SERVICES COMPANY AND 4 WINDS FAMILY OF
FUNDS, AS THE CASE MAY BE.
XIII. SERVICES NOT EXCLUSIVE
The services of State Street to the Trust are not to be deemed exclusive
and State Street shall be free to render similar services to others. State
Street shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Trust from time to
time, have no authority to act or represent the Trust in any way or otherwise be
deemed an agent of the Trust.
XIV. TERM; TERMINATION; AMENDMENT
A. TERM. This Agreement shall become effective on the date first written
above and shall remain in full force and effect unless either party
terminates this Agreement as provided herein.
B. TERMINATION. Either party may terminate this Agreement by at least
sixty (60) days' prior written notice to the other party.
TERMINATION OF THIS AGREEMENT WITH RESPECT TO ANY GIVEN PORTFOLIO SHALL IN
NO WAY AFFECT THE CONTINUED VALIDITY OF THIS AGREEMENT WITH RESPECT TO ANY OTHER
PORTFOLIO.
Upon termination of this Agreement, the Trust shall pay to State Street
such compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of such termination, including reasonable out-of-pocket
expenses associated with such termination.
C. AMENDMENT. This Agreement may be modified or amended from time to time
by the mutual agreement of the parties hereto. No amendment to this Agreement
shall be effective unless it is in writing and signed by a duly authorized
representative of each party. The term "Agreement", as used herein, includes all
schedules and attachments hereto and any future written amendments,
modifications, or supplements made in accordance herewith.
XV. FEES, EXPENSES and EXPENSE REIMBURSEMENT
STATE STREET SHALL RECEIVE FROM THE TRUST SUCH COMPENSATION FOR ITS
SERVICES PROVIDED PURSUANT TO THIS AGREEMENT AS MAY BE AGREED TO FROM TIME TO
TIME IN A WRITTEN FEE SCHEDULE APPROVED BY THE PARTIES AND INITIALLY SET FORTH
IN THE FEE SCHEDULE TO THIS AGREEMENT. THE FEES ARE ACCRUED DAILY AND BILLED
MONTHLY AND SHALL BE DUE AND PAYABLE UPON RECEIPT OF THE INVOICE. UPON THE
TERMINATION OF THIS AGREEMENT BEFORE THE END OF ANY MONTH, THE FEE FOR THE PART
OF THE MONTH BEFORE SUCH TERMINATION SHALL BE PRORATED ACCORDING TO THE
PROPORTION WHICH SUCH PART BEARS TO THE FULL MONTHLY PERIOD AND SHALL BE PAYABLE
UPON THE DATE OF TERMINATION OF THIS AGREEMENT. IN ADDITION, THE TRUST SHALL
REIMBURSE STATE STREET FOR ITS OUT-OF-POCKET COSTS INCURRED IN CONNECTION WITH
THIS AGREEMENT INCLUDING ALL COSTS AND EXPENSES INCLUDING REASONABLE ATTORNEY'S
FEES, INCURRED BY STATE STREET TO COLLECT ANY CHARGES DUE UNDER THIS AGREEMENT.
The Trust agrees to promptly reimburse State Street for any equipment and
supplies specially ordered by or for the Trust through State Street and for any
other expenses not contemplated by this Agreement that State Street may incur on
the Trust's behalf at the Trust's request or with the Trust's consent.
The Trust will bear all expenses that are incurred in its operation and not
specifically assumed by State Street. Expenses to be borne by the Trust include,
but are not limited to: Organization expenses; cost of services of independent
accountants and outside legal and tax counsel (including such counsel's review
of the Trust's registration statement, proxy materials, federal and state tax
qualification as a regulated investment company and other reports and materials
prepared by State Street under this Agreement); cost of any services contracted
for by the Trust directly from parties other than State Street; cost of trading
operations and brokerage fees, commissions and transfer taxes in connection with
the purchase and sale of securities for the Trust; investment advisory fees;
taxes, insurance premiums and other fees and expenses applicable to its
operation; costs incidental to any meetings of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and the costs of
preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director/trustee or employee of the Trust; costs
incidental to the preparation, printing and distribution of the Trust's
registration statements and any amendments thereto and shareholder reports; cost
of typesetting and printing of prospectuses; cost of preparation and filing of
the Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices,
registrations and amendments associated with applicable federal and state tax
and securities laws; fidelity bond and directors' and officers' liability
insurance; and cost of independent pricing services used in computing the
Trust's NAV.
State Street is authorized to and may employ or associate with such person
or persons as it may deem desirable to assist it in performing its duties under
this Agreement; provided, however, that the compensation of such person or
persons shall be paid by State Street and State Street shall be as fully
responsible to the Trust for the acts and omissions of any such person or
persons as it is for its own acts and omissions.
XVI. ASSIGNMENT; SUCCESSOR AGENT
A. ASSIGNMENT. This Agreement shall not be assigned by either party
without the prior written consent of the other party, except that
either party may assign to a successor all of or a substantial portion
of its business, or to a party controlling, controlled by, or under
common control with such party.
B. SUCCESSOR AGENT. This Agreement shall be binding on and shall inure to
the benefit of each party and to their successors and permitted
assigns. If a successor agent for the Trust shall be appointed by the
Trust, State Street shall upon termination deliver to such successor
agent at the office of State Street all properties of the Trust held
by it hereunder.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to State Street on or before the date
when such termination shall become effective, then State Street shall have the
right to deliver to a bank or trust company, which is a "bank" as defined in the
1940 Act, doing business in Boston, Massachusetts, of its own selection, having
an aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $2,000,000, all properties held by State
Street under this Agreement. Thereafter, such bank or trust company shall be the
successor of State Street under this Agreement.
XVII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes
the entire Agreement between the parties with respect to the subject matter
hereof and terminates and supersedes all prior agreements, representations,
warranties, commitments, statements, negotiations and undertakings with respect
to such services to be performed hereunder whether oral or in writing.
XXIII. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it deprive
such party of the right thereafter to insist upon strict adherence to that term
or any term of this Agreement. Any waiver must be in writing signed by the
waiving party.
XIX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
XX. SURVIVAL
After expiration or termination of this Agreement, all provisions relating
to payment shall survive until completion of required payments. In addition to
those provisions which specifically provide for survival beyond expiration or
termination, all provisions regarding indemnification, warranty, liability and
limits thereon shall survive, unless and until the expiration of any time period
specified elsewhere in this Agreement with respect to the provision in question.
XXI. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void
or unenforceable, the balance shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
XXII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in the Commonwealth of
Massachusetts and shall be governed by and construed under and in accordance
with the laws of the Commonwealth of Massachusetts without giving effect to its
conflict of laws principles and rules. The parties agree that any dispute
arising herefrom shall be subject to the exclusive jurisdiction of courts
sitting in the Commonwealth of Massachusetts.
XXIII. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS
OF THE DATE FIRST ABOVE WRITTEN.
STATE STREET BANK AND TRUST COMPANY
By: /S/ XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: Vice Chairman and Chief Operating Officer
VISION GROUP OF FUNDS
By: /S/ XXXX X. XXXXXXXXX
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
