FUND ACCOUNTING SERVICING AGREEMENT
This contract between Lepercq-Istel Trust, a Massachusetts Business Trust
sponsoring the Lepercq-Istel Fund, hereinafter called the "Fund", and Firstar
Trust Company, a Wisconsin corporation, hereinafter called "FTC", is entered
into on this 1st day of October, 1995.
WITNESSETH:
WHEREAS, Lepercq-Istel Trust, is a financial services company providing
investment opportunities through mutual funds to various investors; and
WHEREAS, the manager has entered into an Investment Advisory Agreement
with the Fund (the "Investment Advisory Agreement") whereby manager has agreed
to make certain payments and pay certain expenses on behalf of the Fund and
portfolios;
WHEREAS, Firstar Trust Company ("FTC") is in the business of providing,
among other things, mutual fund accounting services to investment companies;
NOW, THEREFORE, the parties do mutually promise and agree as follows:
1. Services. FTC agrees to provide the following mutual fund accounting
services to the Fund:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date +1 basis using
security trade information communicated from the investment manager
on a timely basis.
(2) For each valuation date, obtain prices from a pricing source
approved by the Board of Trustees and apply those prices to the
portfolio positions. For those securities where market quotations
are not readily available, the Board of Trustees shall approve, in
good faith, the method for determining the fair value for such
securities.
(3) Identify interest and dividend accrual balances as of each
valuation date and calculate gross earnings on investments for the
accounting period.
(4) Determine gain/loss on security sales and identify them as to
short- short, short- or long-term status; account for periodic
distributions of gains or losses to shareholders and maintain
undistributed gain or loss balances as of each valuation date.
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B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense accrual
amounts as directed by the Fund as to methodology, rate or dollar
amount.
(2) Record payments for Fund expenses upon receipt of written
authorization from the Fund.
(3) Account for fund expenditures and maintain expense accrual
balances at the level of accounting detail, as agreed upon by FTC
and the Fund.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for fund share purchases, sales, exchanges,
transfers, dividend reinvestments, and other fund share activity as
reported by the transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the Fund.
(3) Determine net investment income (earnings) for the Fund as of
each valuation date. Account for periodic distributions of earnings
to shareholders and maintain undistributed net investment income
balances as of each valuation date.
(4) Maintain a general ledger for the Fund in the form as agreed
upon.
(5) For each day the Fund is open as defined in the prospectus,
determine the net asset value of the Fund according to the
accounting policies and procedures set forth in the prospectus.
(6) Calculate per share net asset value, per share net earnings,
and other per share amounts reflective of fund operation at such
time as required by the nature and characteristics of the Fund.
(7) Communicate, at an agreed upon time, the per share price for
each valuation date to parties as agreed upon from time to time.
(8) Prepare monthly reports which document the adequacy of
accounting detail to support month-end ledger balances.
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D. Tax Accounting Services:
(1) Maintain tax accounting records for the investment
portfolio/portfolios of the Fund to support the tax reporting
required for IRS- defined regulated investment companies.
(2) Maintain tax lot detail for the investment portfolio.
(3) Calculate taxable gain/loss on security sales using the tax
cost basis designated by the Fund.
(4) Provide the necessary financial information to support the
taxable components of income and capital gains distributions to the
transfer agent to support tax reporting to the shareholders.
E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support financial
statement preparation by making the fund accounting records
available to Lepercq-Istel Trust, the Securities and Exchange
Commission, and the outside auditors.
(2) Maintain accounting records according to the Investment
Company Act of 1940 and regulations provided thereunder.
2. Changes in Accounting Procedures. Any resolution passed by the Board
of Trustees that affects accounting practices and procedures under this
agreement shall be effective upon written receipt and acceptance by the FTC.
3. Changes in Equipment, Systems, Service, Etc. FTC reserve the right
to make changes from time to time, as it deems advisable, relating to its
services, systems, programs, rules, operating schedules and equipment, so long
as such changes do not adversely affect the service provided to the Fund under
this Agreement.
4. Compensation. FTC shall be compensated for providing the services
set forth in this Agreement in accordance with the Fee Schedule attached hereto
as Exhibit A and as mutually agreed upon and amended from time to time.
5. Performance of Service. FTC shall exercise reasonable care in the
performance of its duties under the Agreement. The Fund agrees to reimburse and
make FTC whole for any loss or damages (including reasonable fees and expenses
of legal counsel) arising out of or in connection with its actions under this
Agreement so long as FTC acts in good faith and is not negligent or guilty of
any willful misconduct.
FTC shall not be liable or responsible for delays or errors
occurring by reason of circumstances beyond its control, including acts of civil
or military authority, natural or state
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emergencies, fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots or failure of transportation, communication or power
supply.
In the event of a mechanical breakdown beyond its control, FTC shall
take all reasonable steps to minimize service interruptions for any period that
such interruption continues beyond FTC's control. FTC will make every reasonable
effort to restore any lost or damaged data and the correcting of any errors
resulting from such a breakdown will be at the expense of FTC. FTC agrees that
it shall at all time have reasonable contingency plans with appropriate parties,
making reasonable provision for emergency use of electrical data processing
equipment to the extent appropriate equipment is available. Representatives of
the Fund shall be entitled to inspect FTC's premises and operating capabilities
at any time during regular business hours of FTC, upon reasonable notice to FTC.
This indemnification includes any act, omission to act, or delay by
FTC in reliance upon, or in accordance with, any written or oral instruction it
receives from any duly authorized officer of the Fund.
Regardless of the above, FTC reserves the right to reprocess and
correct administrative errors at its own expense.
6. No Agency Relationship. Nothing herein contained shall be deemed to
authorize or empower FTC to act as agent for any other party to this Agreement,
or to conduct business in the name of, or for the account of, any other party to
this Agreement.
7. Ownership of Records. All records prepared or maintained by FTC on
behalf of the Fund remain the property of the Fund and will be surrendered
promptly on the written request of an authorized officer of the Fund.
8. Confidentiality. FTC shall handle in confidence all information
relating to the Fund's business, which is received by FTC during the course of
rendering any service hereunder.
9. Data Necessary to Perform Services. The Fund or its agent, which may
be FTC, shall furnish to FTC the data necessary to perform the services
described herein at times and in such form as mutually agreed upon.
10. Notification of Error. The Fund will notify FTC of any balancing or
control error caused by FTC within three (3) business days after receipt of any
reports rendered by FTC to the Fund, or within three (3) business days after
discovery of any error or omission not covered in the balancing or control
procedure, or within three (3) business days of receiving notice from any
shareholder.
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11. Term of Agreement. This Agreement may be terminated by either party
upon giving ninety (90) days prior written notice to the other party or such
shorter period as is mutually agreed upon by the parties. However, this
Agreement may be replaced or modified by a subsequent agreement between the
parties.
12. Duties in the Event of Termination. In the event that in connection
with termination a Successor to any of FTC's duties or responsibilities
hereunder is designated by Lepercq-Istel Trust by written notice to FTC, FTC
will promptly, upon such termination and at the expense of Lepercq-Istel Trust,
transfer to such Successor all relevant books, records, correspondence and other
data established or maintained by FTC under this Agreement in a form reasonably
acceptable to Lepercq-Istel Trust (if such form differs from the form in which
FTC has maintained the same, Lepercq-Istel Trust shall pay any expenses
associated with transferring the same to such form), and will cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from FTC's personnel in the establishment of books, records and other data by
such successor.
13. Choice of Law. This Agreement shall be construed in accordance with
the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the due execution hereof on the date first above
written.
ATTEST: Firstar Trust Company
By
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ATTEST: Lepercq-Istel Trust
/s/ Xxxxxx XxXxxxxx By /s/ Xxxxxxx Xxxxx
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Xxxxxx XxXxxxxx
Vice President, Treasurer and Secretary
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Addendum to Firstar Servicing Agreements
This Addendum to the Fund Administration, Fund Accounting and Fulfillment
Servicing Agreements dated October 1, 1995 and to the Shareholder Servicing
Agent Agreement dated April 4, 1989, is entered into by and between Firstar
Mutual Fund Services, LLC and the Lepercq-Istel Trust on this 28th day of
October, 1998.
WHEREAS, the mutual funds servicing division of Firstar Trust Company became a
limited liability company and separate subsidiary of Firstar Bank, Milwaukee on
September 30, 1998; and
WHEREAS, the entity known as Firstar Trust Company ceased operations on
September 30, 1998; NOW,
THEREFORE, Firstar Mutual Fund Services, LLC will be the successor responsible
party to each of the Agreements referenced above and will assume all
responsibility for any acts or omissions during the time Firstar Trust Company
was the named service provider under these same Agreements.
Firstar Mutual Fund Services, LLC Lepercq-Istel Trust
BY: ----------------------------- BY: ---------------------------------
ATTEST: ------------------------- ATTEST: -----------------------------
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