Exhibit 9(ii)
ACCOUNTING SERVICES AGREEMENT
CLS ADVISORONE FUNDS
AND
MUTUAL FUNDS SERVICE CO.
This Accounting Services Agreement (the "Agreement"), dated the _____
day of _____________ 1997, made by and between CLS ADVISORONE FUNDS (the
"Trust"), a mutual fund organized as a business trust under the laws of the
Commonwealth of Massachusetts and operating as an open-end investment company
comprised of its first two series, which have been designated THE ▇▇▇▇▇▇▇ FUND
and THE CLERMONT FUND (the "Fund"), and MUTUAL FUNDS SERVICE CO. ("Agent"), a
corporation duly organized and existing in the State of Ohio;
WITNESSETH THAT:
WHEREAS, the Trust desires to appoint the Agent as its Accounting
Services Agent for the Fund to perform certain accounting and record keeping
functions required of a duly registered investment company; to file certain
financial reports; to maintain and preserve certain books, accounts, and
records as the basis for such reports; and to perform certain daily functions
in connection with such accounts and records;
WHEREAS, the Agent is willing to perform such functions upon the terms
and conditions herein set forth; and
WHEREAS, pursuant to a separate Agreement, the Agent will perform the
duties of administrator, transfer agent, and dividend disbursing agent for the
Fund,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
Section 1. The Trust shall turn over to the Agent all of the Fund's
accounts and records previously maintained by or for the Trust. The Agent
shall be entitled to rely exclusively on the completeness and correctness of
the accounts and records turned over to it by the Trust, and the Trust shall
indemnify and hold the Agent harmless of and for any and all expenses,
damages, claims, suits, liabilities, actions, demands, and losses whatsoever
arising out of or in connection with any errors, omission, inaccuracy, or
other deficiency of such accounts and records or in the failure of the Trust
to provide any portion of such or to provide any information needed by the
Agent knowledgeably to perform its functions hereunder.
Section 2. The Agent shall examine and review the Fund's existing
accounts, records, and other documents, and systems in order to determine or
recommend how such accounts, records, and other documents, and systems shall
be maintained.
Section 3. Upon receipt of necessary information and appropriate
instructions from the Trust, the Agent shall maintain and keep current the
following books, accounts, records, journals, or other records of original
entry, relating to the business of the Fund, and necessary or advisable for
compliance with applicable regulations, including Rules 31(a)-1 and 31(a)-2,
of the Investment Company Act of 1940, as amended, and as may be mutually
agreed to between the Trust and the Agent:
(a) Cash Receipts
(b) Cash Disbursements
(c) Dividend Record
(d) Purchase and Sales of Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledger
(g) Broker Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and collateral therefor
(l) Trial Balances
Unless appropriate information necessary to perform the above
functions is furnished to the Agent in a timely manner, the Agent shall incur
no liability to the Trust or any other person.
It shall be the responsibility of the Trust to furnish the Agent with
the declaration, record, and payment dates and amounts of any dividends or
income and any other special actions required concerning each of the Fund's
Securities.
The Agent shall maintain all accounts and records above mentioned as
required by regulation and as agreed upon between the Trust and the Agent.
Section 4. Upon receipt by the Agent of written or oral instructions,
the Agent shall make proper accounting entries in accordance therewith. The
Trust shall direct that each broker-dealer, or other person through whom a
transaction has occurred, shall send a confirmation thereof to the Agent. The
Agent shall verify this confirmation against the written or oral instructions
when received from the Trust and forward the confirmation to the Custodian.
The Agent shall promptly notify the Trust of any discrepancy between the
confirmation and the Trust's written instructions when received from the Trust
but shall incur no responsibility or liability for such discrepancy. The Trust
shall cause any necessary corrections to be made and shall advise the Agent
and the Custodian accordingly.
Section 5. The Agent shall calculate the Fund's net asset value in
accordance with the Trust's currently effective prospectus, once daily.
The Agent shall prepare and maintain a daily evaluation of Securities
for which market quotations are available by the Agent's use of Bloomberg
Financial Markets and ILX Quotation Services; all other Securities shall be
evaluated in accordance with the Trust's written instructions, and the Agent
shall have no responsibility or liability for the accuracy of the information
supplied by the Trust or upon the written instructions.
The Trust assumes all responsibility for computation of "amortized
cost", valuation of securities, and all valuations not ascertainable solely by
mechanical procedures.
Section 6. At the end of each month, the Agent shall obtain from the
Custodian a monthly statement of cash and portfolio transactions, which shall
be reconciled with the Agent's accounts and records maintained for the Fund.
The Agent shall report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.
Section 7. The Agent shall supply daily and periodic reports to the
Trust, as required by law or regulation, and as requested by the Trust and
agreed upon by the Agent.
Section 8. The Trust shall report and confirm to the Transfer Agent
all Share purchases and redemptions of which it is aware. The Agent shall
obtain from the Transfer Agent daily reports of Share purchases, redemptions,
and total shares outstanding.
The Agent shall reconcile outstanding Shares with the Transfer Agent
periodically and certify at least monthly to the Trust the reconciled Share
balance outstanding.
Section 9. The accounts and records of the Fund maintained by the
Agent shall be the property of the Trust, and shall be made available to the
Trust, within a reasonable period of time, upon demand. The Agent shall assist
the Trust's independent auditors, or upon approval of the Trust, or upon
demand, any regulatory body, in any requested review of the Fund's accounts
and records but shall be reimbursed for all expenses and employee time
invested in any such review outside of routine and normal periodic review.
Upon receipt from the Trust of the necessary information, the Agent shall
supply the necessary data for the Trust's completion of any necessary tax
returns, questionnaires, periodic reports to Shareholders of the Fund, and
such other reports and information requests as the Trust and the Agent shall
agree upon from time to time.
Section 10. The Agent and the Trust may from time to time adopt
uniform or standing procedures, and the Agent may conclusively assume that any
procedure approved by the Trust, or directed by the Trust, does not conflict
with or violate any requirements of its prospectus, Declaration of Trust,
By-Laws, or any rule or regulation of any regulatory body or governmental
agency. The Trust shall be responsible to notify the Agent of any changes in
regulations or rules which might necessitate changes in the Agent's
procedures.
Section 11. The Agent may rely upon the advice of the Trust and upon
statements of the Trust's accountants and other persons believed by it in good
faith to be expert in matters upon which they are consulted, and the Agent
shall not be liable for any actions taken in good faith upon such statements.
Section 12. The Agent shall not be liable for any action taken in good
faith reliance upon any authorized oral instructions, any written
instructions, any certified copy of any resolution of the Trustees of the
Trust or any other document reasonably believed by the Agent to be genuine and
to have been executed or signed by the proper person or persons. The Trust
will send written instructions to cover oral instructions, and the Agent will
compare the information against the oral instructions previously furnished.
The Agent will inform the Trust immediately of any noted discrepancy or will
request, if no written instruction is received in a reasonable time, that the
Trust forward same to Agent.
The Agent shall note be held to have notice of any change of authority
of any officer, employee, or agent of the Trust until receipt of notification
thereof by the Trust.
In addition to indemnification expressly provided elsewhere in this
Agreement, the Trust shall indemnify and hold harmless the Agent from all
claims and liabilities (including reasonable expenses for legal counsel)
incurred by or assessed against the Agent in connection with the performance
of this Agreement, except such as may arise from the Agent's own negligent
action, omission, or willful misconduct; provided, however, that before
confessing any claim against it, the Agent shall give the Trust reasonable
opportunity to defend against such claim in the name of the Trust, the Fund or
the Agent or any of them.
Section 13. The Shareholders, Trustees, officers, employees and agents
of the Trust shall not be personally bound by or liable hereunder, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim hereunder as provided for in the Declaration of Trust.
Section 14. The Trust agrees to pay the Agent compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such Schedule approved by
the Trust and the Agent.
Section 15. Nothing contained in this Agreement is intended to or
shall require the Agent, in any capacity hereunder, to perform any functions
or duties on any holiday or other day of special observance 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 business day
on which both the New York Stock Exchange and the Agent are open.
Section 16. This Agreement shall have an initial term of one (1) year
beginning on the date the Trust commences operations. Subsequent to the
initial term this Agreement may be terminated by either party upon 60 days'
prior written notice.
Section 17. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall
be delivered in person or sent by first class mail, postage prepaid, to the
respective parties as follows:
If to the Trust:
CLS AdvisorOne Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Agent:
Mutual Funds Service Co.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Section 18. The Trustees, officers, employees and agents of the Trust
shall not be personally bound by or liable hereunder, nor shall resort be had
to their private property for the satisfaction of any obligation or claim
hereunder.
Section 19. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
Section 20. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the written consent of
the Agent, or by the Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.
Section 21. This Agreement shall be governed by the laws of the State
of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers as of the day and year first above
written.
CLS ADVISORONE FUNDS
By_________________________
MUTUAL FUNDS SERVICE CO.
By__________________________
MUTUAL FUNDS SERVICE CO.
ACCOUNTING SERVICES
PORTFOLIO PRICING & GENERAL LEDGER SERVICES
Daily
* Daily trial balance with a computation sheet of net asset value
* Daily performance sheet
* Daily cash available sheet
* Daily reconciliation of Fund shares
* Daily interest calculations
* Daily portfolio calculation with comparison to previous day
* Daily processing and settlement of all security trades
Monthly
* Balance Sheet and Income Statement
* Schedule of purchases and sales of securities
* Brokerage commission schedule for the month and year to date
* Security ledger
* Schedule of Fund shares sold and repurchased
* Compliance with Sub-M requirements and short-short gain limitations
Quarterly
* Compliance with diversification rules
Semi-Annually
* Prepare answers to applicable items on Form NSAR
Other
* Assist with the preparation of the unaudited reports that are required
either quarterly or semi-annually
* Furnish reports for the independent auditor and to assist with the audit
* Calculation of available or required income or capital gain
distributions to shareholders
* Provide requested material for Board meetings
Schedule A
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ACCOUNTING SERVICES
BASIS POINT FEE
3 Basis Points on first $100 million of assets
2 Basis Points on next $150 million of assets
1 Basis Point on assets over $250 million
MINIMUM ANNUAL FEE - $20,000 for each Fund (Based upon average net assets -
payable monthly)
In addition, all out-of-pocket expenses shall be separately charged, shall
include but not be limited to: printed forms, postage, overnight mail, and
telephone expense.
