FUND ACCOUNTING SERVICE AGREEMENT
between
FIRST PACIFIC MUTUAL FUND, INC.
and
AMERICAN DATA SERVICES, INC.
INDEX
1. DUTIES OF ADS . . . . . . . . . . . . . . . . . . . . . . . . .2
2. COMPENSATION OF ADS . . . . . . . . . . . . . . . . . . . . . . 3
3. LIMITATION OF LIABILITY OF ADS . . . . . . . . . . . . . . . . .3
4. REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
5. ACTIVITIES OF ADS. . . . . . . . . . . . . . . . . . . . . . . .4
6. ACCOUNTS AND RECORDS . . . . . . . . . . . . . . . . . . . . . .4
7. CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . . . .4
8. DURATION AND TERMINATION OF THIS AGREEMENT . . . . . . . . . . .4
9. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .4
10. NEW YORK LAWS TO APPLY. . . . . . . . . . . . . . . . . . . . .4
11. AMENDMENTS TO THIS AGREEMENT. . . . . . . . . . . . . . . . . .4
12. MERGER OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . .4
13. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
SCHEDULE A . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
(A) FUND ACCOUNTING SERVICE FEE . . . . . . . . . . . . . . . . . .6
(B) EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . .6
(C) SPECIAL REPORTS . . . . . . . . . . . . . . . . . . . . . . . .6
(D) CONVERSION CHARGE . . . . . . . . . . . . . . . . . . . . . . .7
SCHEDULE B . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
FUND ACCOUNTING SERVICE AGREEMENT
AGREEMENT made the 1st day of October, 1998, by and between First Pacific
Mutual Fund, Inc., a Maryland Corporation, having its principal office and
place of business at 0000 Xxxxxxxx Xxxxx, #0-000, Xxxxxxxx, XX 00000 (the
Fund ), and American Data Services, Inc., a New York corporation having its
principal office and place of business at the Hauppauge Corporate Center,
000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 ( ADS ).
BACKGROUND
WHEREAS, the Fund is a diversified, open-end management investment company
registered with the United States Securities and Exchange Commission under
the Investment Company Act of 1940, as amended, (the 1940 Act ); and
WHEREAS, ADS is a corporation experienced in providing accounting services
to mutual funds and possesses facilities sufficient to provide such services;
and
WHEREAS, the Fund desires to avail itself of the experience, assistance and
facilities of ADS and to have ADS perform for the Fund certain services
appropriate to the operations of the Fund, and ADS is willing to furnish
such services in accordance with the terms hereinafter set forth.
TERMS
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the Fund and ADS hereby agree as follows:
1. DUTIES OF ADS.
ADS will provide the Fund with the necessary office space, communication
facilities and personnel to perform the following services for the Fund:
(a) Timely calculate and transmit to NASDAQ the Fund s daily net asset
value and communicate such value to the Fund and its transfer agent;
(b) Maintain and keep current all books and records of the Fund as
required by Rule 31a-1 under the 1940 Act, as such rule or any successor
rule may be amended from time to time ( Rule 31a-1 ), that are applicable
to the fulfillment of ADS s duties hereunder, as well as any other documents
necessary or advisable for compliance with applicable regulations as may be
mutually agreed to between the Fund and ADS. Without limiting the
generality of the foregoing, ADS will prepare and maintain the following
records upon receipt of information in proper form from the Fund or its
authorized agents:
* Cash receipts journal
* Cash disbursements journal
* Dividend record
* Purchase and sales - portfolio securities journals
* Subscription and redemption journals
* Security ledgers
* Broker ledger
* General ledger
* Daily expense accruals
* Daily income accruals
* Securities and monies borrowed or loaned and collateral
therefore
* Foreign currency journals
* Trial balances
(c) Provide the Fund and its investment adviser with daily portfolio
valuation, net asset value calculation and other standard operational reports
as requested from time to time.
(d) Provide all raw data available from our fund accounting system
(PAIRS) for management s or the administrators preparation of the following:
1. Semi-annual financial statements
2. Semi-annual form N-SAR
3. Annual tax returns
4. Financial data necessary to update form N-1A
5. Annual proxy statement
(e) Provide facilities to accommodate annual audit and any audits or
examinations conducted by the Securities and Exchange Commission or any
other governmental or quasi-governmental entities with jurisdiction.
ADS shall for all purposes herein be deemed to be an independent contractor
and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.
2. COMPENSATION OF ADS.
In consideration of the services to be performed by ADS as set forth
herein for each portfolio listed in Schedule B, ADS shall be entitled to
receive compensation and reimbursement for all reasonable out-of-pocket
expenses. The Fund agrees to pay ADS the fees and reimbursement of
out-of-pocket expenses as set forth in the fee schedule attached hereto
as Schedule A.
3. LIMITATION OF LIABILITY OF ADS.
(a) ADS shall be held to the exercise of reasonable care in carrying
out the provisions of the Agreement, but shall be without liability to the
Fund for any action taken or omitted by it in good faith without gross
negligence, bad faith, willful misconduct or reckless disregard of its
duties hereunder. It shall be entitled to rely upon and may act upon the
accounting records and reports generated by the Fund, advice of the Fund,
or of counsel for the Fund and upon statements of the Fund s independent
accountants, and shall be without liability for any action reasonably taken
or omitted pursuant to such records and reports or advice, provided that
such action is not, to the knowledge of ADS, in violation of applicable
federal or state laws or regulations, and provided further that such
action is taken without gross negligence, bad faith, willful misconduct or
reckless disregard of its duties.
(b) Nothing herein contained shall be construed to protect ADS against
any liability to the Fund or its security holders to which ADS shall otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence in the
performance of its duties on behalf of the Fund, reckless disregard of ADS
obligations and duties under this Agreement or the willful violation of
any applicable law.
(c) Except as may otherwise be provided by applicable law, neither ADS
nor its stockholders, officers, directors, employees or agents shall be
subject to, and the Fund shall indemnify and hold such persons harmless
from and against, any liability for and any damages, expenses or losses
incurred by reason of the inaccuracy of information furnished to ADS by
the Fund or its authorized agents.
4. REPORTS.
(a) The Fund shall provide to ADS on a quarterly basis a report of a
duly authorized officer of the Fund representing that all information
furnished to ADS during the preceding quarter was true, complete and correct
in all material respects. ADS shall not be responsible for the accuracy of
any information furnished to it by the Fund or its authorized agents, and
the Fund shall hold ADS harmless in regard to any liability incurred by
reason of the inaccuracy of such information.
(b) Whenever, in the course of performing its duties under this
Agreement, ADS determines, on the basis of information supplied to ADS by
the Fund or its authorized agents, that a violation of applicable
law has occurred or that, to its knowledge, a possible violation of
applicable law may have occurred or, with the passage of time, would occur,
ADS shall promptly notify the Fund and its counsel of such violation.
5. ACTIVITIES OF ADS.
The services of ADS under this Agreement are not to be deemed exclusive,
and ADS shall be free to render similar services to others so long as its
services hereunder are not impaired thereby.
6. ACCOUNTS AND RECORDS.
The accounts and records maintained by ADS shall be the property of
the Fund, and shall be surrendered to the Fund, at the expense of the Fund,
promptly upon request by the Fund, provided that all service fees and
expenses charged by ADS in the performance of its duties hereunder have been
fully paid to the satisfaction of ADS, in the form in which such accounts
and records have been maintained or preserved. ADS agrees to maintain a
back-up set of accounts and records of the Fund (which back-up set shall be
updated on at least a weekly basis) at a location other than that where the
original accounts and records are stored. ADS shall assist the Fund s
independent auditors, or, upon approval of the Fund, any regulatory body,
in any requested review of the Fund s accounts and records. ADS shall
preserve the accounts and records as they are required to be maintained
and preserved by Rule 31a-1.
7. CONFIDENTIALITY.
ADS agrees that it will, on behalf of itself and its officers and
employees, treat all transactions contemplated by this Agreement, and all
other information germane thereto, as confidential and not to be
disclosed to any person except as may be authorized by the Fund.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective as of the date hereof and shall
remain in force for a period of three (3) years, provided however, that both
parties to this Agreement have the option to terminate the Agreement,
without penalty, upon ninety (90) days prior written notice.
Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne
by the Fund. Additionally, ADS reserves the right to charge for any other
reasonable expenses associated with such termination.
9. ASSIGNMENT.
This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the prior written
consent of ADS, or by ADS without the prior written consent of the Fund.
10. NEW YORK LAWS TO APPLY.
The provisions of this Agreement shall be construed and interpreted
in accordance with the laws of the State of New York as at the time in
effect and the applicable provisions of the 1940 Act. To the extent that
the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
11. AMENDMENTS TO THIS AGREEMENT.
This Agreement may be amended by the parties hereto only if such
amendment is in writing and signed by both parties.
12. MERGER OF AGREEMENT.
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.
13. NOTICES.
All notices and other communications hereunder shall be in writing,
shall be deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
To the Fund: To ADS:
Xxxxx X.X. Xxx Xxxxxxx Xxxxx
President President
First Pacific Mutual Fund, Inc. American Data Services, Inc.
0000 Xxxxxxxx Xxxxx, #0-000 000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FIRST PACIFIC MUTUAL FUND, INC. AMERICAN DATA SERVICES, INC.
By:_____/s/ Xxxxx Lee____________ By:____/s/ Xxxxxxx Miola______
Xxxxx X.X. Xxx, President Xxxxxxx Xxxxx, President
SCHEDULE A
(a) FUND ACCOUNTING SERVICE FEE:
For the services rendered by ADS in its capacity as fund accounting
agent, as specified in Paragraph 1. DUTIES OF ADS, the Fund shall pay ADS
within ten (10) days after receipt of an invoice from ADS at the beginning
of each month, a fee equal to:
MONTHLY FEE
Calculated Fee Will Be Based Upon Prior Month Combined Average Net Assets
for the Portfolios listed in Schedule B of this Agreement ( Average Net
Assets ):
(No prorating partial months)
10/1/98 through 9/30/00
First $125 million of Average Net Assets - $5,000
All Average Net Assets in excess of $125 million $5,000 plus 1/12th of
0.02% (2 basis points)
10/1/00 through 9/30/03
First $150 million of Average Net Assets - $6,667
All Average Net Assets in excess of $150 million $6,667 plus 1/12th of
0.02% (2 basis points)
MULTI-CLASS PROCESSING CHARGE
$300 per month will be charged for each additional class of stock per
portfolio.
(b) EXPENSES.
The Fund shall reimburse ADS for any out-of-pocket expenses,
exclusive of salaries, advanced by ADS in connection with but not limited
to the printing or filing of documents for the Fund, travel, telephone,
quotation services (currently (1) $0.12 per equity valuation, $0.60 per
bond valuation, and 1.50 for each foreign quotation or manual quote
insertion), facsimile transmissions, stationary and supplies, record
storage, NASDAQ insertion fee ($22 (1) per month), prorata portion of
annual SAS 70 review, postage, telex, and courier charges, incurred in
connection with the performance of its duties hereunder. ADS shall provide
the Fund with a monthly invoice of such expenses and the Fund shall
reimburse ADS within fifteen (15) days after receipt thereof.
(1) Rate subject to change on 30 days notice.
(c) SPECIAL REPORTS.
All reports and/or analyses requested by the Fund, its auditors, legal
counsel, portfolio manager, or any regulatory agency having jurisdiction over
the Fund, that are not in the normal course of fund accounting activities as
specified in Section 1 of this Agreement shall be subject to an additional
charge, agreed upon in advance, based upon the following rates:
Labor:
Senior staff - $150.000/hr.
Junior staff - $75.00/hr.
Computer time - $45.00/hr.
(d) CONVERSION CHARGE.
NOTE: FOR EXISTING FUNDS ONLY (new funds please ignore):
There will be no service charge for ADS to convert the records of the
Portfolios listed in Schedule B of the Agreement. However, ADS will be
reimbursed for all out-of-pocket expenses, enumerated in paragraph
(b) above, incurred during the conversion process.
SCHEDULE B:
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
First Hawaii Municipal Bond Fund
First Hawaii Intermediate Municipal Fund
First Idaho Tax-Free Fund
AMENDMENT TO FUND ACCOUNTING SERVICE AGREEMENT
between
First Pacific Mutual Fund, Inc.
and
American Data Services, Inc.
Dated October 1, 1999
SCHEDULE B:
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
First Hawaii Municipal Bond Fund
First Hawaii Intermediate Municipal Fund
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
FIRST PACIFIC MUTUAL FUND, INC.
By:____/s/ Xxxxxxxx K.H. Lee_____________________________
Xxxxxxxx X.X. Xxx, President
AMERICAN DATA SERVICES, INC.
By:____/s/ Xxxxxxx Miola________________________________
Xxxxxxx Xxxxx, President
