FUND ACCOUNTING SERVICE AGREEMENT
between
XXXXXX FUND, INC.
and
AMERICAN DATA SERVICES, INC.
INDEX
1. APPOINTMENT AND DELIVERY OF DOCUMENTS 3
2. DUTIES OF ADS AND THE CORPORATION 4
3. COMPENSATION OF ADS 7
4. REPRESENTATIONS AND WARRANTIES 7
5. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE 8
6. CONFIDENTIALITY 10
7. EFFECTIVENESS, DURATION, AND TERMINATION 11
8. ADDITIONAL FUNDS AND CLASSES 12
9. ASSIGNMENT 12
10. MISCELLANEOUS 12
SCHEDULE A 15
MONTHLY FEE PER FORTFOLIO 15
MULTI-CLASS PROCESSING CHARGE 16
FEE INCREASES 16
(B)EXPENSES 16
(C)SPECIAL REPORTS 16
(D)SERVICE DEPOSIT 17
(E)CONVERSION CHARGE 17
SCHEDULE B 18
2
7 XXXXXX FUND, INC.
FUND ACCOUNTING AGREEMENT
AGREEMENT made this ____ day of _________, by and between
Xxxxxx Fund, Inc, a Florida Corporation, having its principal office
and place of business at 000 Xxxxxxx Xxx., Xxxx Xxxxx, XX 00000, 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").
WHEREAS, the Corporation is an 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, the Corporation is authorized to issue shares ("Shares") in
separate series, with each such series representing interests in a separate
portfolio of securities and other assets, and is authorized to divide
those series into separate classes; and
WHEREAS, the Corporation offers Shares in the series listed in Appendex
A hereto (each such series, together with all other series subsequently
established by the Corporation and made subject to this Agreement in
accordance with Section 13 (being herein referred to as a "Fund", and
collectively as the "Funds") and the corporation offers shares of the
classes of each Fund as listed in Appendix A hereto (each such class
together with all other classes subsequently established by the Corporation
in a Fund being herein referred to as a "Class"), and collectively as
the "Classes"; and
WHEREAS, the Corporation desires that ADS perform certain administrative
services for each Fund and Class thereof and ADS 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 Corporation and ADS hereby agree as follows:
1. Appointment and Delivery of Documents
(a) The Corporation hereby appoints ADS, and ADS hereby agrees, to act
as administrator of the Corporation for the period and on the terms set forth
in this Agreement.
(b) In connection therewith, the Corporation has delivered to ADS
copies of
(i) the Corporations's Articles of Incorporation and Bylaws
(collectively, as amended from time to time, "Organic Documents"),
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(ii) the Corporation's Registration Statement on Form N-1A 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 Corporation's notification of registration under the
1940 Act on Form N-8A as filed with the SEC,
(iv) the Corporation's current Prospectus and Statement of
Additional Information for each Fund (collectively, as currently in effect
and as amended or supplemented, the "Prospectus"),
(v) each current plan of distribution or similar document
adopted by the Corporation under Rule 12b-1 under the 1940 Act ("Plan")
and each current shareholder service plan or similar document adopted
by the Corporation ("Service Plan"), and
(vi) all procedures adopted by the Corporation with respect to
the Funds (e.g., procedures relating to rule 17a-7 transactions, repurchase
agreements, etc.), and shall promptly furnish ADS with all amendments of
or supplements to the foregoing. The Corporation shall deliver to ADS
a certified copy of the resolution of the Board of Directors of the
Corporation (the "Board") appointing ADS and authorizing the execution and
delivery of this Agreement.
(c) Corporations Duty to Update. The Corporation shall promptly
furnish ADS with all amendments or supplements to the foregoing and shall
deliver to ADS a certified copy of the resolution of the Board of Directors
of the Corporation (the "Board") appointing ADS and authorizing the
execution and delivery of this Agreement.
2. DUTIES OF ADS AND THE CORPORATION
I. Services. ADS may from time to time adopt procedures, or modify its
procedures, to implement the terms of this Section. With respect to
each Fund, ADS shall perform the following services:
(a) Timely calculate the net asset value per share with the frequency
prescribed in each Fund's then-current Prospectus and transmit
the Fund's net asset value to NASDAQ, and communicate such net
asset value to the Corporation and its transfer agent;
(b) Calculate each item of income, expense, deduction, credit, gain
and loss, if any, as required by the Corporation and in conformance
with generally accepted accounting practice ("GAAP"), the SEC's
Regulation S-X (or any
4
successor regulation) and the Internal Revenue Code of 1986, as
amended (or any successor laws) (the "Code");
(c) ADS shall prepare and maintain on behalf of the Corporation the
following books and records of each Fund, and each Class thereof,
pursuant to 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 Corporation 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
(d) Make such adjustments over such periods as the Corporation's
administrator deems necessary, and communicates to ADS in writing
to reflect over-accruals or under-accruals of estimated expenses
or income;
(e) Provide the Corporation and its investment advisor with daily
portfolio valuation, net asset value calculation and other standard
operational reports as requested from time to time.
(f) Provide all raw data available from its mutual fund accounting
system 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;
5
4. Financial data necessary to update form N-1A;
5. Annual proxy statement.
(g) Provide facilities to accomodate annual audit by the Corporation's
independent accountants and, upon approval of the Corporation,
any audits or examinations conducted by the Securities and Exchange
Commission or any other governmental or quasi--governmental
entities with jurisdiction.
(h) Transmit to and receive from each Fund's transfer agent appropriate
data to on a daily basis and daily reconcile Shares outstanding
and other data with the transfer agent;
(i) Periodically reconcile all appropriate data with each Fund's
custodian;
(j) Perform such other recordkeeping, reporting and other tasks as may
be specified from time to time in the procedures adopted by the
Board; provided, that ADS need not begin performing any such task
except upon 65 days notice and pursuant to mutually acceptable
compensation agreements.
II. Maintenance of and Access to Records. The books and records
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
Corporation that are in possession of ADS shall be the property of
the Corporation. The Corporation, or its authorized representatives,
shall have access to such books and records at all times during
ADS's normal business hours. Upon the reasonable request of the
Corporation, copies of any such books and records shall be provided
promptly by ADS to the Corporation or the Corporation's authorized
representatives at the Corporation's expense. In the event the
Corporation designates a successor that shall assume any of ADS's
obligations hereunder, ADS shall, at the expense and direction of the
Corporation, transfer to such successor all relevant books, records
and other data established or maintained by ADS under this Agreement.
III. Inspection of Records. In case of any requests or demands for the
inspection of the records of the Corporation maintained by ADS, ADS
will endeavor to notify the Corporation and to secure instructions
from an authorized officer of the Corporation as to such inspection.
ADS shall abide by the Corporation's instructions for granting or
denying the inspection, provided, however, that ADS may grant the
inspection without instructions if ADS is advised by counsel to
ADS that failure to do so will result in liability to ADS.
6
3. COMPENSATION OF ADS
(a) Fees. For the services provided by ADS pursuant to this Agreement,
the Corporation, on behalf of each Fund, agrees to pay ADS the fees set forth
in Schedule A. Fees will begin to accrue for each Fund on the latter of the
date of this Agreement or the date of commencement of operations of the Fund.
(b) Expenses. In addition to the fees paid under subsection (a), the
Corporation agrees to reimburse ADS for out-of-pocket expenses and advances
incurred by ADS for the items set out in the Schedule A attached hereto.
In addition, the Corporation will reimburse any other expenses incurred by
ADS at the request or with the consent of the Corporation.
(c) Fee Changes. The fees, out-of-pocket expenses and advances
identified in the foregoing subsections (a) and (b) above may be changed
from time to time subject to mutual written agreement between the
Corporation and ADS.
4. REPRESENTATIONS AND WARRANTIES
(a) Representations of ADS. ADS represents and warrants to the
Corporation that:
(i) it is a corporation duly organized and existing and in
good standing under the laws of the State of New York;
(ii) it is duly qualified to carry on its business in the State
of New York;
(iii) it is empowered under applicable laws and by its Article of
Incorporation andy Bylaws to enter into this Agreement and perform its
duties under this Agreement; and
(iv) it has access to the necessary facilities, equipment and
personnel to perform its duties and obligations under this Agreement.
(b) Representations of the Corporation. The Corporation represents and
warrents to ADS that:
(i) it is a business Corporation duly organized and existing and
in good standing under the laws of Florida;
(ii) it is empowered under applicable laws and by its Organic
Documents to enter into and perform this Agreement;
7
(iii) all proceedings required by said Organic Documents have been
taken to authorize it to enter into and perform this Agreement;
(iv) it is an open-end management company registered under the
Investment Company Act of 1940; and,
(v) a registration statement under the Securities Act of 1933 is
currently or will become effective and will remain effective, and appropriate
state securities law filings as required, have been or will be made and will
continue to be made, with respect to all Shares of the Fund being offered for
sale.
5. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
(a) Standard of Care. ADS shall be under no duty to take any action
except as specifically set forth herein or as may be specifically agreed to
by ADS in writing. ADS shall use its best judgment and efforts in rendering
the services described in this Agreement. ADS shall not be liable to the
Corporation or any of the Corporation's shareholders for any action or
inaction of ADS relating to any event whatsoever in the absence of bad faith,
willful misfeasance or gross negligence in the performance of ADS's duties
or obligations under this Agreement or by reason of ADS's reckless disregard
of its duties and obligations under this Agreement.
(b) Indemnification of ADS. The Corporation agrees to indemnify and
and hold harmless ADS, its employees, agents, directors, officers and
managers and any person who controls ADS within the meaning of Section 15
of the Securities Act or Section 20 of the Securities Exchange Act of 1934,
as amended, ("ADS 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 ADS'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(c) (a"Claim"). The Corporation shall not
be required to indemnify any ADS Indemnitee if, prior to confessing any
Claim against the ADS Indemnitee, ADS or the ADS Indemnitee does not give
the Corporation written notice of and reasonable opportunity to defend
against the claim in its own name or in the name of the ADS Indemnitee.
(c) Reliance. An ADS Indemnitee shal not be liable for any action
taken or failure to act in good faith reliance upon:
(i) the advice of the Corporation or of counsel, who may be
counsel to the Corporation or counsel to ADS;
(ii) any oral instruction which it receives and which it
reasonably believes in good faith was transmitted by the person or persons
authorized by
8
the Board to give such oran instruction (ADS 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 ADS may rely upon the genuineness of any such document or
copy thereof reasonably believed in good faith by ADS to have been validly
executed;
(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 ADS
to be genuine and to have been signed or presented by the Corporation of
other proper party or parties;
and no ADS 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 ADS reasonably
believes in good faith to be genuine.
(d) Errors of Others. ADS shall not be liable for the errors of other
service providers to the Corporation, 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 ADS) and
errors in information provided by an investment advisor (including prices
and pricing formulas and the untimely transmission of trade information),
custodian or transfer agent to the Corporation.
(e) NAV Errors. With respect to Funds which do not value their assets
in accordance with Rule 2a-7 under the 1940 Act, notwithstanding anything
to the contrary in this Agreement, ADS shall not be liable to the Corporation
or any shareholder of the Corporation for (i) any loss to the Corporation
if an NAV Difference for which ADS would otherwise be liable under this
Agreement is less than or equal to 0.001 (1/10 of 1%) or if the aggregate
dollar amount of the loss to the Corporation is less that 0.005 (1/2 of
1%) of the net assets of the Fund or (ii) any loss to a shareholder of the
Corporation if the NAV Difference for which ADS would otherwise be liable
under this Agreement is less than or equal to 0.005 (1/2 of 1%) or if the
loss in the shareholder's account with the Corporation is less than or equal
to $25. Any loss for which ADS is determined to be liable hereunder shall
be reduced by the amount of gain which insures to shareholders, whether
to be collected by the Corporation or not.
(f) Definition of "NAV Difference". 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 redemptions is effected, divided
by the Recalculated NAV, (ii) NAV Differences and any ADS liability therefrom
are to be calculated each time a Fund's (or class's) NAV is calculated, (iii)
in calculating any NAV Difference for which ADS would
9
otherwise be liable under this Agreement for a particular NAV error, Fund
losses and gains shall be netted and (iv) in calculating any NAV Difference
for which ADS would otherwise be liable under this Agreement for a particular
NAV error that continues for a period covering more than one NAV
determination, Fund losses and gains for the period shall be netted.
(g) Indemnification of the Corporation. ADS shall indemnify and hold
the Corporation and each Fund or Class thereof harmless from and against any
and all losses, damages, costs, charges, reasonable counsel fees, payments,
expenses and liability arising out of or attributed to any action of failure
or omission to act by ADS as a result of ADS's lack of good faith, gross
negligence or willful misconduct with respect to the services performed
under or in connection with this Agreement.
(h) Notification of Claims. In order that the indemnification
provisions contained in this Section shall apply, upon the assertion of a
claim for which either party may be required to indemnify the other, the
party seeking indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim or to defend against said
claim in its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise
in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
6. CONFIDENTIALITY
ADS and the Corporation agree that all books, records, information,
and data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agrement shall remain confidential, and shall not be voluntarily disclosed
to any other person, except that ADS may:
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC; and
(b) release such other information as approved in writing by the
Corporation which approval shall not be unreasonably withheld and may not
be withheld where ADS may be exposed to civil or criminal contempt
proceedings for failure to release the information, when requested to
divulge such information by duly constituted authorities or when so
requested by the Corporation or the Advisor.
10
7. EFFECTIVENESS, DURATION, AND TERMINATION
(a) Effective Date. This Agreement shall become effective on the
date first above written.
(b) Term. This Agreement shall remain in effect for a period of
one (1) year from the date of its effectiveness and shall continue in
effect for successive twelve-month periods; provided that such continuance
is specifically approved at least annually by the Board and by a majority
of the Directors who are not parties to this Agreement or interested
persons of any such party.
(c) Termination for Cause. In the event of a material breach of this
Agreement by either party, the non-breaching part shall notify the breaching
party in writing of such breach and upon receipt of such notice, the
breaching party shall by 45 days to remedy the breach. If said breach is
not remedied to the reasonable satisfaction of the non-breaching party, the
non-breaching party may thereafter terminate this Agreement immediately.
Compensation due ADS and unpaid by the Corporation upon such termination
shall be immediately due and payable upon, and notwithstanding, such
termination. If after such termination for so long as ADS, with the
written consent of the Corporation, in fact continues to perform any one
or more of the services contemplated by this Agreement, the provisions of
this Agreement, include without limitation, the provisions dealing with
indemnification, shall continue in full force and effect.
(d) Termination. This Agreement may be terminated by either party
upon sixty (60) days written notice.
(e) Reimbursement of ADS's Expenses. If this Agreement is terminated
with respect to a Fund or Funds, ADS shall be entitled to collect from the
Fund or Funds, in addition to the compensation described under Section
3 hereof, the amount of all of ADS's reasonable labor charges
and cash disbursements for services in connection with ADS's activities in
effecting such termination, including without limitation, the labor costs
and expenses associated with the de-conversion of the Corporations records of
11
each Fund from its computer systems, and the delivery to the Corporation
and/or its designees of the Corporation's property, records, instruments
and documents, or any copies thereof. Subsequent to such termination, for
a reasonable fee, ADS will provide the Corporation with reasonable access
to all Corporation documents or records, if any, remaining it its possession.
(f) Survival of Certain Obligations. The obligations of Sections 3,
5 and 6 shall survive any termination of this Agreement.
8. ADDITIONAL FUNDS AND CLASSES
If the Corporation 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; provided, however, that either ADS or the
Corporation may elect not to make and such series or classes subject to this
Agreement.
9. ASSIGNMENT
Except as otherwise provided in this Agreement, neither this Agreement
nor any rights or obligations under this Agreement may be assigned by either
party without the written consent of the other party. This Agreement shall
inure to the benefit of and be binding upon the parties and their
respective permitted successors and assigns. ADS may, without further
consent on the part of the Corporation, subcontract for the performance
hereof with any entity, including affiliated persons of ADS; provided,
however, that ADS shall be as fully responsible to the Corporation for the
acts and omissions of any subcontractor as ADS is for its own acts and
omissions.
10. MISCELLANEOUS
(a) Amendments. 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.
(b) Choice of Law. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of the
State of New York.
(c) Entire 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.
12
(d) Counterparts. The parties may execute this Agreement on any
number of counterparts, and all of the counterparts taken together shall
be deemed to constitute one and the same instrument.
(e) Severability. 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.
(f) Headings. Section and paragraph headings in this Agreement are
included for convenience only and are not to be used to construe or interpret
this Agreement.
(g) 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
addresses as to which notice if given):
To the Corporation:
To ADS:
Xxxxxxx Xxxxx
President
American Data Services, Inc.
000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
(h) Business Days. Nothing contained in this Agreement is intended
to or shall require ADS, 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.
(i) Distinction of Funds. Notwithstanding any other provision of this
Agreement, the parties agree that the assets and liabilities of each Fund of
the Corporation 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) Consequential Damages. Neither party to this Agreement shall be
liable to the other party for consequential damages under any provision of
this Agreement or for any act or failure to act hereunder.
(k) Nonliability of Affiliates. No affiliated person (as that term
is defined in the 1940 Act), employee, agent, director, officer or manager
of ADS shall be liable at law or in equity for ADS's obligations under this
Agreement
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(l) Representation of Signatories. Each of the undersigned expressly
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
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 persons, as of the day and year first above written.
Xxxxxx Fund, Inc. American Data Services, Inc.
By: By:
Xxxxxx Xxxxxx, President Xxxxxxx Xxxxx, President
14
XXXXXX FUND, INC.
FUND ACCOUNTING AGREEMENT
Scedule A
Fees and Account Charges
For the services rendered by ADS in its capacity as fund accounting agent, as
specified in Paragraph I. DUTIES OF ADS, the Fund shall pay ADS, upon receipt
of an invoice from ADS at the beginning of each month, a fee equal to:
Calculated Fee Will Be Based Upon Prior Month Average Net Assets:
(No prorating partial months)
MONTHLEY FEE PER PORTFOLIO:
Portfolio Type
Net Assets (in millions) Foreign* Domestic
------------------------ ---------- ----------
Under $1 $2,375 $1,200
From $1 to $5 2,775 1,500
From $5 to $10 3,125 1,700
From $10 to $20 3,525 1,850
From $20 to $25 3,925 2,000
From $25 to $100 3,925 2,000 plus 2.00 BP** on
assets in excess
of $25 million
From $100 to $200 5,175 3,250 plus 1.00 BP** on
assets in excess
of $100 million
From $200 to $300 6,000 4,080 plus 0.50 BP** on
assets in excess
of $200 million
In excess of $300 negotiated
* Non US Dollar denominated securities
** Basis Points
MULTI-CLASS PROCESSING CHARGE
$300 per month will be charged for each additional class of stock per
portfolio.
FEE INCREASES
On each annual anniversary date of this Agreement, the fees enumerated
above will be increased by the change in the Consumer Price Index for the
Northeast region (CPI) for the twelve month period ending with the month
preceding such annual anniversary date.
(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* $0.12 per quote insertion) facsimile transmissions,
stationery and supplies, record storage, NASDAQ insertion fee ($22* 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 therof.
* 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:
General Counsel - $300.00/hr.
Senior Staff - $150.00/hr.
Junior Staff - $ 75.00/hr.
Computer time - $ 45.00/hr.
(d) SERVICE DEPOSIT
The Fund will remit to ADS upon execution of this Agreement a service
deposit equal to one (1) month's minimum fee under this Agreement, computed
in accordance with the number of portfolios listed in Schedule B of this
Agrement. The Fund will have the option to have the service deposit applied
to the last month's service fee, or applied to any new contract between the
Fund and ADS.
However, if the Fund elects or is forced to terminate this Agreement for any
reason whatsoever than a material breach by ADS (including, but not limited
to, the voluntary or involuntary termination of the Fund, liquidation of the
Fund's assets, the sale or merger of the Fund or it's assts to any successor
entity) prior to the termination date of this Agreement as specified in
Paragraph 8 of this Agreement, the Fund will forfeit the Service Deposit paid
to ADS upon execution of this Agreement.
(e) CONVERSION CHARGE
NOTE: FOR EXISTING FUNDS ONLY (new funds please ignore):
There will be a charge to convert the Fund's portfolio accounting
records on to the ADS fund accounting system (PAIRS). In addition, ADS will
be reimbursed for all out-of-pocket expenses, enumerated in paragraph (b)
above, incurred during the conversion process.
The conversion charge will be estimated and agreed upon in advance by
the fund and ADS. The charge will be based upon the quantity of records to
be converted and the condition of the previous service agent's records.
XXXXXX FUND, INC.
FUND ACCOUNTING AGREEMENT
Schedule B
Funds and Classes to be Serviced Under this Agreement
Xxxxxx Fund, Inc.
