Exhibit 23 h (iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
STRATEVEST FUNDS
FUND ACCOUNTING AND
FINANCIAL SUB-ADMINISTRATION
AGREEMENT
AGREEMENT made as of the 14th day of September, 2000, by and between
Stratevest Funds, a business trust organized under the laws of the State of
Delaware, with its principal office and place of business at 000 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000-0000 (the "Trust"), and Forum Accounting Services,
LLC, a Delaware limited liability company with its principal office and place of
business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 ("Forum").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company and
may issue its shares of beneficial interest, no par value (the "Shares"), in
separate series and classes; and
WHEREAS, the Trust offers shares in various series as listed in Appendix A
hereto (each such series, together with all other series subsequently
established by the Trust and made subject to this Agreement in accordance with
Section 6, being herein referred to as a "Fund," and collectively as the
"Funds") and the Trust may in the future offer shares of various classes of each
Fund as listed in Appendix A hereto (each such class together with all other
classes subsequently established by the Trust in a Fund being herein referred to
as a "Class," and collectively as the "Classes");
WHEREAS, the Trust desires that Forum perform certain fund accounting and
financial sub-administration services for each Fund and Class thereof and Forum
is willing to provide those services on the terms and conditions set forth in
this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and Forum hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Trust hereby appoints Forum, and Forum hereby agrees, to act as
fund accountant and financial sub-administrator of the Trust for the period and
on the terms set forth in this Agreement.
(b) In connection therewith, the Trust has delivered to Forum copies of: (i)
the Trust's Agreement and Declaration of Trust and Bylaws (collectively, as
amended from time to time, "Organic Documents"); (ii) the Trust's Registration
Statement and all amendments thereto filed with the U.S. Securities and Exchange
Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the 1940 Act (the "Registration Statement"); (iii) the
Trust's current Prospectus and Statement of Additional Information of each Fund
(collectively, as currently in effect and as amended or supplemented, the
"Prospectus"); (iv) each plan of distribution or similar document adopted by the
Trust under Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder
service plan or similar document adopted by the Trust ("Service Plan"); and (v)
all procedures adopted by the Trust with respect to the Funds (e.g., repurchase
agreement procedures), and shall promptly furnish Forum with all amendments of
or supplements to the foregoing. The Trust shall deliver to Forum a certified
copy of the resolution of the Board of Trustees of the Trust (the "Board")
appointing Forum and authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF FORUM
(a) Forum and the Trust may from time to time adopt such procedures as
they agree upon to implement the terms of this Section. With respect to each
Fund, Forum shall:
(i) calculate the net asset value per share ("NAV") with the frequency
prescribed in each Fund's then-current Prospectus;
(ii) calculate each item of income, deduction, credit, gain and loss, if
any, and process each Fund's stated expense ratio as required by the Trust
and in conformance with generally accepted accounting practice ("GAAP"),
the SEC's Regulation S-X (or any successor regulation) and the Internal
Revenue Code of 1986, as amended (or any successor laws)(the "Code");
(iii) maintain each Fund's general ledger and record all income, gross
expenses, capital share activity and security transactions of each Fund;
(iv) calculate the "SEC yield" and money market fund seven day yields for
each Fund, and each Class thereof, as applicable;
(v) provide the Trust and such other persons as the Trust's administrator
may direct with the following reports (A) Key Numbers Summary, (B) trial
balance, (C) current security position report by tax lot, (D) security
position report by security identifier, (E) stale pricing and (F) cash
position and projection report;
(vi) prepare and record once daily, as of the time when the NAV of the
Fund is calculated or at such other time as otherwise directed by the
Trust, either (A) a valuation of the assets of the Fund (unless otherwise
specified in or in accordance with this Agreement, based upon the use of
outside services normally used and contracted for this purpose by Forum in
the case of securities for which information and market price or yield
quotations are readily available and based upon evaluations conducted in
accordance with the Trust's instructions in the case of all other assets)
or (B) a calculation confirming that the market value of the Fund's assets
does not deviate from the amortized cost value of those assets by more
than a specified percentage;
(vii) make such adjustments over such periods as the Trust's administrator
deems necessary to reflect over-accruals or under-accruals of estimated
expenses or income;
(viii) provide appropriate records to assist the Trust's independent
accountants and, upon approval of the Trust or the Trust's administrator,
any regulatory body in any requested review of the Trust's books and
records maintained by Forum;
(ix) provide information typically supplied in the investment company
industry to the Fund's transfer agent and NASDAQ;
(x) transmit the NAVs and dividend factors of all Funds to the Trust's
administrator and to those persons designated by the Trust's administrator
in writing either by internet e-mail or facsimile transmission as
designated by the Trust's administrator;
(xi) provide the Trust or the Trust's administrator with the data
requested by the Trust or the Trust's administrator that is required to
update the Registration Statement;
(xii) provide the Trust or independent accountants the data requested with
respect to the preparation of the Trust's income, excise and other tax
returns;
(xiii) provide the Trust or independent accountants with unadjusted Fund
data directly from Forum's portfolio accounting system for any Fund
business day and other data reasonably requested for the preparation of
the Trust's semi-annual financial statements;
(xiv) process all distributions as directed in writing by the Trust or the
Trust's administrator;
(xv) transmit to and receive from each Fund's transfer agent appropriate
data to reconcile daily Shares outstanding and other data with the
transfer agent;
(xvi) reconcile cash daily and reconcile security identifier, units,
maturities and rates at least monthly with each Fund's custodian;
(xvii) verify investment trade tickets when received from an investment
adviser and maintain individual ledgers and historical tax lots for each
security; and
(xviii) (A) prepare adjusted trial balances, financial statement templates
and schedules of investments for annual and semi-annual financial
statements and update as required; (B) prepare and file Form N-SAR twice a
year and any required financial data schedules; (C) calculate and
distribute data with respect to yields, dividend yields, distribution
rates and total returns; (D) report Fund data to survey companies (i.e.,
Lipper Analytical Services, Inc.); (E) report applicable data to rating
agencies (such as Standard & Poors) that rate a Fund and (F) provide ad
hoc reports or related services as agreed;
(xix) (A) prepare Federal income and excise tax workpapers and provisions,
calculate required Fund distributions to satisfy Federal income and excise
tax distribution requirements, perform tax compliance and related
reporting (limited to calculation of Section 851(b) of the Internal
Revenue Code of 1986, as amended (or any successor laws)(the "Code") "good
income" and "diversification" testing, reporting the tax status of
distributions and preparing year-end Federal tax notice data) and prepare
financial statement tax provisions (limited to 60 day shareholder tax
notices disclosure, tax related footnotes and Statement of Position 95-3
("ROCSOP") adjustments); (B) calculate income distributions for Funds that
declare income distributions more often than annually but not daily and
calculate capital gain distributions (in addition to typical calendar year
end capital gain distributions); (C) perform monthly capital gain analyses
based on book numbers adjusted for prior year unpaid spillback
distribution requirements and capital loss carryforwards; (D) prepare data
for shareholder calendar year end letter, to include information on:
foreign tax by country, DRD, state tax-exempt federal obligation interest,
municipal tax-exempt obligation interest, AMT and miscellaneous state tax
information as specified by Xxxxx and (E) provide ad hoc reports or
related services as agreed; and
(xx) perform such other recordkeeping, reporting and other tasks as may be
specified from time to time by the Trust or the Trust's administrator in
the procedures adopted by the Board pursuant to mutually acceptable
compensation and implementation agreements.
(b) Forum shall prepare and maintain on behalf of the Trust the following
books and records of each Fund, and each Class thereof, pursuant to Rule 31a-1
under the 1940 Act (the "Rule"):
(i) 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;
(ii) General and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, as required by subsection
(b)(2) of the Rule (but not including the ledgers required by subsection
(b)(2)(iv) of the Rule);
(iii) A record of each brokerage order given by or on behalf of the Trust
for, or in connection with, the purchase or sale of securities, whether
executed or not, and all other portfolio purchases or sales, as required
by subsections (b)(5) and (b)(6) of the Rule;
(iv) A record of all options, if any, in which the Trust has any direct or
indirect interest or which the Trust has granted or guaranteed and a
record of any contractual commitments to purchase, sell, receive or
deliver any property, as required by subsection (b)(7) of the Rule;
(v) A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b)(8) of the Rule; and
(vi) Other records required by the Rule or any successor rule or pursuant
to interpretations thereof to be kept by open-end management investment
companies, but limited to those provisions of the Rule applicable to
portfolio transactions and as agreed upon between the parties hereto.
(c) The books and records prepared and maintained pursuant to Section 2(b)
shall be prepared and maintained in such form, for such periods and in such
locations as may be required by the 1940 Act. The books and records pertaining
to the Trust that are in possession of Forum shall be the property of the Trust.
The Trust, the Trust's administrator, or the Trust's or the Trust's
administrator's authorized representatives, shall have access to such books and
records at all times during Forum's normal business hours. Upon the reasonable
request of the Trust or the Trust's administrator, copies of any such books and
records shall be provided promptly by Forum to the Trust or the Trust's
authorized representatives at the Trust's expense. In the event the Trust
designates a successor that shall assume any of Forum's obligations hereunder,
Forum shall, at the expense and direction of the Trust, transfer to such
successor all relevant books, records and other data established or maintained
by Forum under this Agreement.
(d) Nothing contained herein shall be construed to require Forum to
perform any service that could cause Forum to be deemed an investment adviser
for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended,
or that could cause a Fund to act in contravention of the Fund's Prospectus or
any provision of the 1940 Act. Except as otherwise specifically provided herein,
the Trust assumes all responsibility for ensuring that the Trust complies with
all applicable requirements of the Securities Act, the 1940 Act and any laws,
rules and regulations of governmental authorities with jurisdiction over the
Trust. All references to any law in this Agreement shall be deemed to include
reference to the applicable rules and regulations promulgated under authority of
the law and all official interpretations of such law or rules or regulations.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Forum shall be under no duty to take any action except as specifically
set forth herein or as may be specifically agreed to by Forum in writing. Forum
shall use its best judgment and efforts in rendering the services described in
this Agreement. Forum shall not be liable to the Trust or any of the Trust's
shareholders for any action or inaction of Forum relating to any event
whatsoever in the absence of bad faith, willful misfeasance or gross negligence
in the performance of Forum's duties or obligations under this Agreement or by
reason of Forum's reckless disregard of its duties and obligations under this
Agreement.
(b) The Trust agrees to indemnify and hold harmless Forum, its employees,
agents, directors, officers and managers and any person who controls Forum
within the meaning of section 15 of the Securities Act or section 20 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Forum
Indemnitees"), against and from any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees
and other expenses of every nature and character arising out of or in any way
related to Forum's actions taken or failures to act with respect to a Fund that
are consistent with the standard of care set forth in Section 3(a) or based, if
applicable, on good faith reliance upon an item described in Section 3(d) (a
"Forum Claim"). The Trust shall not be required to indemnify any Forum
Indemnitee if, prior to confessing any Forum Claim against the Forum Indemnitee,
Forum or the Forum Indemnitee does not give the Trust written notice of and
reasonable opportunity to defend against the Forum Claim in its own name or in
the name of the Forum Indemnitee.
(c) Forum agrees to indemnify and hold harmless the Trust, its employees,
agents, directors, officers and managers ("Trust Indemnitees"), against and from
any and all claims, demands, actions, suits, judgments, liabilities, losses,
damages, costs, charges, reasonable counsel fees and other expenses of every
nature and character arising out of or in any way related to (i) Forum's actions
taken or failures to act with respect to a Fund that are not consistent with the
standard of care set forth in Section 3(a) or based, if applicable, on good
faith reliance upon an item described in Section 3(d), or (ii) any breach of
Forum's representation set forth in Section 13 (a "Trust Claim"). Forum shall
not be required to indemnify any Trust Indemnitee if, prior to confessing any
Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does
not give Forum written notice of and reasonable opportunity to defend against
the Trust Claim in its own name or in the name of the Trust Indemnitee.
(d) A Forum Indemnitee shall not be liable for any action taken or failure
to act in good faith reliance upon:
(i) the advice of the Trust or of counsel, who may be counsel to the Trust
or counsel to Forum;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by a person or persons authorized
by the Board or by the Trust's administrator to give such oral
instruction. Provided that Forum has such reasonable belief, Forum shall
have no duty or obligation to make any inquiry or effort of certification
of such oral instruction;
(iii) any written instruction or certified copy of any resolution of the
Board, and Forum may rely upon the genuineness of any such document or
copy thereof reasonably believed in good faith by Forum to have been
validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the Trust or
other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(e) Forum shall not be liable for the errors of other service providers to
the Trust or their systems, including the errors of pricing services (other than
to pursue all reasonable claims against the pricing service based on the pricing
services' standard contracts entered into by Forum) and errors in information
provided by an investment adviser (including prices and pricing formulas and the
untimely transmission of trade information), custodian or transfer agent to the
Trust.
(f) Forum shall reimburse each applicable Fund for any net losses to the
Fund during each NAV Error Period resulting from an NAV Difference that is at
least 1/10 of 1% but that is less than 1/2 of 1%. Forum shall reimburse the Fund
on its own behalf and on behalf of each Fund shareholder for any losses
experienced by the Fund or any Fund shareholder, as applicable, during each NAV
Error Period resulting from an NAV Difference that is at least 1/2 of 1%;
provided, however, that Forum shall not be responsible for reimbursing any Fund
with respect to any shareholder that experiences an aggregate loss during any
NAV Error Period of less than $10.
(g) For purposes of this Agreement: (i) the NAV Difference shall mean the
difference between the NAV at which a shareholder purchase or redemption should
have been effected ("Recalculated NAV") and the NAV at which the purchase or
redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall
mean any Fund business day or series of two or more consecutive Fund business
days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV
Differences and any Forum liability therefrom are to be calculated each time a
Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which
Forum would otherwise be liable under this Agreement for a particular NAV error,
Fund (or Class) losses and gains shall be netted; and (v) in calculating any
amount for which Forum would otherwise be liable under this Agreement for a
particular NAV error that continues for a period covering more than one NAV
determination, Fund (or Class) losses and gains for the period shall be netted.
SECTION 4. REPRESENTATIONS AND WARRANTIES
(a) Forum represents and warrants to the Trust that:
(i) It is a limited liability company duly organized and existing and in
good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State of Maine;
(iii) It is empowered under applicable laws and by its Operating Agreement
to enter into this Agreement and perform its duties under this Agreement;
(iv) All requisite corporate proceedings have been taken to authorize it
to enter into this Agreement and perform its duties under this Agreement;
(v) It has access to the necessary facilities, equipment, and personnel to
perform its duties and obligations under this Agreement; and
(vi) This Agreement, when executed and delivered, will constitute a legal,
valid and binding obligation of Forum, enforceable against Forum 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.
(b) The Trust represents and warrants to Forum that:
(i) It is a business trust duly organized and existing and in good standing
under the laws of Delaware;
(ii) It is empowered under applicable laws and by its Organic Documents to
enter into this Agreement and perform its duties under this Agreement;
(iii) All requisite corporate proceedings have been taken to authorize it
to enter into this Agreement and perform its duties under this Agreement;
(iv) It is an open-end management investment company registered under the
1940 Act;
(v) This Agreement, when executed and delivered, 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; and
(vi) A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate State securities law
filings have been made and will continue to be made, with respect to all
Shares of the Funds and Classes of the Trust being offered for sale.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Forum pursuant to this
Agreement, the Trust shall pay Forum, with respect to each Fund, the fees set
forth in Clause (i) of Appendix B hereto.
All fees payable hereunder shall be accrued daily by the Trust. The fees
payable for the services listed in clause (i) of Appendix B hereto shall be
payable monthly in advance on the first day of each calendar month for services
to be performed during the following calendar month. The fees payable for the
services listed in clause (i) and for all reimbursements as described in Section
5(b) shall be payable monthly in arrears on the first day of each calendar month
for services performed during the prior calendar month. If fees payable for the
services listed in clause (i) begin to accrue in the middle of a month or if
this Agreement terminates before the end of any month, all fees for the period
from that date to the end of that month or from the beginning of that month to
the date of termination, as the case may be, shall be prorated according to the
proportion that the period bears to the full month in which the effectiveness or
termination occurs. Upon the termination of this Agreement with respect to a
Fund, the Trust shall pay to Forum such compensation as shall be payable prior
to the effective date of termination.
(b) In connection with the services provided by Forum pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse Forum for the
expenses set forth in Clause (ii) of Appendix B hereto. Reimbursements shall be
payable as incurred. In addition, the Trust, on behalf of the applicable Fund,
shall reimburse Forum for all reasonably incurred expenses and employee time (at
150% of salary) attributable to any review of the Trust's accounts and records
by the Trust's independent accountants or any regulatory body outside of routine
and normal periodic reviews. Should the Trust exercise its right to terminate
this Agreement, the Trust, on behalf of the applicable Fund, shall reimburse
Forum for all reasonably incurred out-of-pocket expenses and employee time (at
150% of salary) associated with the copying and movement of records and material
to any successor person and providing assistance to any successor person in the
establishment of the accounts and records necessary to carry out the successor's
responsibilities.
(c) Forum may, with respect to questions of law relating to its services
hereunder, apply to and obtain the advice and opinion of counsel to the Trust or
counsel to Forum; provided, however, that Forum shall in all cases first
reasonably attempt to apply to and obtain the advice and opinion of in-house
counsel to the Trust's administrator. The costs of any such advice or opinion
shall be borne by the Trust.
SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund or
Class on the earlier of the date on which the Trust's Registration Statement
relating to the Shares of the Fund or Class becomes effective, the date of the
commencement of operations of the Fund or Class or the date that Forum commences
parallel pricing of the common/collective trust fund assets scheduled to be
reorganized into the Fund or Class. Upon effectiveness of this Agreement, it
shall supersede all previous agreements between the parties hereto covering the
subject matter hereof insofar as such Agreement may have been deemed to relate
to the Funds.
(b) This Agreement shall continue in effect with respect to a Fund until
terminated.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty (i) by the Board on sixty (60) days' written
notice to Forum or (ii) by Forum on sixty (60) days' written notice to the
Trust.
(d) The provisions of Sections 2(c), 3, 5, 6(d), 6(e), 8, 9, 10, 12, and
13 shall survive any termination of this Agreement.
(e) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either Forum or the Trust except by the
specific written consent of the other party. All terms and provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto.
SECTION 7. ADDITIONAL FUNDS AND CLASSES
IN THE EVENT THAT THE TRUST ESTABLISHES ONE OR MORE SERIES OF SHARES OR
ONE OR MORE CLASSES OF SHARES AFTER THE EFFECTIVENESS OF THIS AGREEMENT, SUCH
SERIES OF SHARES OR CLASSES OF SHARES, AS THE CASE MAY BE, SHALL BECOME FUNDS
AND CLASSES UNDER THIS AGREEMENT. FORUM OR THE TRUST MAY ELECT NOT TO MAKE ANY
SUCH SERIES OR CLASSES SUBJECT TO THIS AGREEMENT.
SECTION 8. CONFIDENTIALITY
Forum agrees to treat all records and other information related to the
Trust as proprietary information of the Trust and, on behalf of itself and its
employees, to keep confidential all such information, except that Forum may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where Forum
is advised by counsel that it may be exposed to civil or criminal contempt
proceedings for failure to release the information (provided, however, that
Forum shall seek the approval of the Trust as promptly as possible so as to
enable the Trust to pursue such legal or other action as it may desire to
prevent the release of such information) or when so requested by the Trust.
SECTION 9. FORCE MAJEURE
FORUM SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE OR DELAY IN
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT ARISING OUT OF OR CAUSED,
DIRECTLY OR INDIRECTLY, BY CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL
INCLUDING, WITHOUT LIMITATION, ACTS OF CIVIL OR MILITARY AUTHORITY, NATIONAL
EMERGENCIES, LABOR DIFFICULTIES, FIRE, MECHANICAL BREAKDOWNS, FLOOD OR
CATASTROPHE, ACTS OF GOD, INSURRECTION, WAR, RIOTS OR FAILURE OF THE MAILS,
TRANSPORTATION, COMMUNICATION OR POWER SUPPLY.
SECTION 10. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a trustee, officer or employee of the Trust, or persons who are otherwise
affiliated persons of the Trust, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
(b) Forum may subcontract any or all of its functions or responsibilities
pursuant to this Agreement to one or more persons, which may be affiliated
persons of Forum, who agree to comply with the terms of this Agreement;
provided, that any such subcontracting shall not relieve Forum of its
responsibilities hereunder. Forum may pay those persons for their services, but
no such payment will increase Forum's compensation or reimbursement of expenses
from the Trust.
SECTION 11. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.
SECTION 12. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not be
liable for any obligations of the Trust or of the Funds under this Agreement,
and Forum agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
Forum's rights or claims relate in settlement of such rights or claims, and not
to the Trustees of the Trust or the shareholders of the Funds.
SECTION 13. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance with
Section 7, no provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid. This Agreement shall be construed as if drafted jointly by both Forum
and Trust and no presumptions shall arise favoring any party by virtue of
authorship of any provision of this Agreement.
(g) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(j) Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity hereunder, to perform any functions or duties on any day
other than a Fund business day. Functions or duties normally scheduled to be
performed on any day which is not a Fund business day shall be performed on, and
as of, the next Fund business day, unless otherwise required by law.
(k) No affiliated person, employee, agent, director, officer or manager of
Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(l) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party 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.
(m) The terms and "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
STRATEVEST FUNDS
By: /S/ XXXX X. XXXXXXXXX
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Name:__BETH S. BRODERICK________
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Title:_____VICE PRESIDENT_________
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FORUM ACCOUNTING SERVICES, LLC
By: /S/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Director
- A1 -
STRATEVEST FUNDS
FUND ACCOUNTING AGREEMENT
APPENDIX A
FUNDS OF THE TRUST:
Stratevest Large Cap Value Fund
Stratevest Large Cap Growth Fund
Stratevest Large Cap Core Fund
Stratevest Small/Mid Cap Core Fund
Stratevest Vermont Municipal Bond Fund
Stratevest Intermediate Bond Fund
CLASSES OF THE TRUST:
None
STRATEVEST FUNDS
By: /S/ XXXX X. XXXXXXXXX
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Name:__BETH S. BRODERICK________
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Title:___VICE PRESIDENT___________
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FORUM ACCOUNTING SERVICES, LLC
By: /S/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Director
STRATVEST FUNDS
FUND ACCOUNTING AGREEMENT
APPENDIX B
FEES AND EXPENSES
(I) BASE FEE
A. Standard Fee (to be allocated across Funds based on average net assets)
Fee per Fund (domestic)...............................$3,750/month
Fee per Fund (international)..........................$5,000/month
B. Plus additional surcharges for each of:
Additional Class of the Fund above one................$1,000/month
Portfolios with more than 200 security positions......$1,000/month
Note 1: Surcharges are determined based upon the security positions and
number of share classes as of the end of the prior month.
Note 2: These rates shall remain in effect for a period of twelve months
from the date of the Agreement's effectiveness. After this initial twelve
month period, the rates may be adjusted automatically by Forum without
action of the Trust to reflect changes in the Consumer Price Index for the
preceding calendar year, as published by the U.S. Department of Labor,
Bureau of Labor Statistics. Forum shall notify the Trust each year of the
new rates, if applicable.
(II) OUT-OF-POCKET AND RELATED EXPENSES
The Trust, on behalf of the applicable Fund, shall reimburse Forum for all
out-of-pocket and ancillary expenses in providing the services described in this
Agreement, including but not limited to the cost of (or appropriate share of the
cost of): (i) pricing, paydown, corporate action, credit and other reporting
services, (ii) taxes, (iii) postage and delivery services, (iv) telephone
services, (v) electronic or facsimile transmission services, (vi) reproduction,
(vii) printing and distributing financial statements, (xiii) microfilm and
microfiche and (ix) Trust record storage and retention fees, as applicable. In
addition, any other expenses incurred by Forum at the request or with the
consent of the Trust, will be reimbursed by the Trust on behalf of the
applicable Fund.
