FORM OF
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT made between Mentor Institutional Trust, a business
trust organized and existing under the laws of The Commonwealth of Massachusetts
having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Fund") and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ("State Street").
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Fund intends that this Agreement be applicable only to its
series known as SNAP Fund (the "Portfolio");
WHEREAS, the Fund desires to retain State Street to perform certain
accounting and recordkeeping duties for and on behalf of the Portfolio; and
WHEREAS, State Street is willing to perform such services on the terms
provided herein.
NOW, THEREFORE, the parties agree as follows:
Section 1. Duties of State Street.
1.1 Books of Account.
State Street shall maintain the books of account of the Portfolio and
shall perform the following duties in the manner prescribed by the Fund's
currently effective prospectus, statement of additional information or other
governing document, certified copies of which have been supplied to State Street
(a "governing document"):
- Record general ledger entries.
- Calculate daily expenses.
- Calculate daily income.
- Reconcile daily activity to the trial balance.
- Calculate daily dividend rate.
- Calculate net asset value.
- Calculate preliminary daily cash availability and periodic
adjustments thereto, if any.
- Prepare account balances.
The Fund shall provide timely prior notice to State Street of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to the Fund's governing document. State Street shall
not be responsible for any revisions to calculations unless such revisions are
communicated in writing to State Street.
1.2 Records.
State Street shall create and maintain all records relating to its
activities and obligations under this Agreement in such a manner as will meet
the obligations of the Fund, but only with respect to the Portfolio, under the
Investment Company Act of 1940, specifically Section 31 thereof and Rules 31a-1
and 31a-2 thereunder. All such records shall be the property of the Fund and
shall at all times during the regular business hours of State Street be open for
inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the Securities and Exchange Commission. Subject to
Section 3 below, State Street shall preserve for the period required by law the
records required to be maintained thereunder.
Section 2. Duties of the Fund.
2.1 Delivery of Information.
The Fund shall provide, or shall cause a third party to provide, timely
notice to State Street of certain data as a condition to State Street's
performance described in Section 1 above. The data required to be provided
pursuant to this section is set forth in Schedule A hereto, which schedule may
be separately amended or supplemented by the parties from time to time.
State Street is authorized and instructed to rely upon the information
it receives from the Fund or any third party. State Street shall have no
responsibility to review, confirm or otherwise assume any duty with respect to
the accuracy or completeness of any data supplied to it by or on behalf of the
Fund.
2.2 Proper Instructions.
The Fund shall communicate to State Street by means of Proper
Instructions. Proper Instructions shall mean (i) a writing signed or initialed
by one or more persons as the Board of Trustees shall have from time to time
authorized or (ii) communication effected directly between the Fund or its
third-party agent and State Street by electro-mechanical or electronic devices,
provided that the Fund and State Street have approved such procedures. State
Street may rely upon any Proper Instruction believed by it to be genuine and to
have been properly issued by or on behalf of the Fund. Oral instructions shall
be considered Proper Instructions if State Street reasonably believes them to
have been given by a person authorized to give such instructions. The Fund shall
cause all oral instructions to be confirmed in accordance with clauses (i) or
(ii) above, as appropriate. The Fund shall give timely Proper Instructions to
State Street in regard to matters affecting accounting practices and State
Street's performance pursuant to this Agreement.
Section 3. Successor Agent.
If a successor agent for the Portfolio shall be appointed by the Fund,
State Street shall upon termination deliver to such successor agent at the
office of State Street all properties of the Portfolio held by it hereunder. If
no such successor agent shall be appointed, State Street shall at its office
upon receipt of Proper Instructions deliver such properties in accordance with
such instructions.
In the event that no written order designating a successor agent or
Proper Instructions shall have been delivered to State Street on or before the
date when such termination shall become effective, then State Street shall have
the right to deliver to a bank or trust company, which is a "bank" as defined in
the Investment Company Act of 1940, doing business in Boston, Massachusetts, of
its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $2,000,000, all
properties held by State Street under this Agreement. Thereafter, such bank or
trust company shall be the successor of State Street under this Agreement.
Section 4. Warranties.
If the Fund promptly notifies State Street that any of its accounting
services are erroneous in any material respect, State Street shall endeavor in a
timely manner to correct such failure. Organizations from which State Street may
obtain certain data included in the accounting services are solely responsible
for the contents of such data and the Fund agrees to make no claim against State
Street arising out of the contents of such third-party data including, but not
limited to, the accuracy thereof. State Street makes no warranties with respect
to the calculations and data processing it provides the Fund and/or any third
party agent of the Fund insofar as it relates to the qualification of the Fund
as a regulated investment company under state or federal securities and tax
laws, or any requirements or obligations thereunder.
Section 5. Limitation of Liability.
State Street shall not be liable to the Fund, the Portfolio or any
third-party for any loss or damage claimed to have resulted from the use of the
accounting services except for the direct loss or damage resulting from the
negligence or willful misconduct of State Street. STATE STREET SHALL NOT BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE
TO THE USE OF THE ACCOUNTING SERVICES OR THE PERFORMANCE OF OR FAILURE TO
PERFORM STATE STREET'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies
without limitation to claims regardless of the form of action, whether in
contract, tort (including negligence), strict liability, or otherwise and
regardless of whether such damages are foreseeable. Further, in no event shall
State Street be liable for any claims that arise more than one (1) year prior to
the institution of suit therefor or any claim arising from causes beyond State
Street's control.
Section 6. Force Majeure.
State Street shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.
Section 7. Year ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available state of the art
technology to offer products that are Year 2000 compliant, including, but not
limited to, century recognition of dates, calculations that correctly compute
same century and multi-century formulas and date values, and interface values
that reflect the date issues arising between now and the next one hundred years.
If any changes are required, State Street will make the changes to its products
at no cost to the Fund and in a commercially reasonable time frame and will
require third-party suppliers to do likewise.
Section 8. Exclusive Remedy.
In consideration of the fees charged hereunder, the Fund's exclusive
recovery regardless of the basis of the claim asserted by it against State
Street shall not exceed six (6) times the average monthly fees billed by State
Street hereunder and computed by averaging the monthly billing for each of the
twelve months preceding the month in which the damage or injury is alleged to
have occurred, but if this Agreement has not been in effect for twelve months
preceding such date, then by averaging the monthly ▇▇▇▇▇▇▇▇ for each of the
preceding months that this Agreement has been in effect.
Section 9. Indemnification.
The Fund agrees to indemnify and hold State Street free and harmless
from any expense, loss, damage or claim, including reasonable attorney's fees,
suffered by State Street and caused by or resulting from the acts or omissions
of the Fund or any third-party whose services State Street must rely upon in
performing accounting services hereunder.
Section 10. General.
10.1 Term of Agreement.
This Agreement shall become effective as of the date of its execution
and shall remain in full force and effect until terminated as hereinafter
provided. Either party may, in its discretion, terminate this Agreement for any
reason by giving the other party at least sixty (60) days prior written notice
of termination. In addition, either party may terminate this Agreement for
failure of the other party to comply with any of its terms and conditions by
giving the other party written notice of termination.
10.2 Fees.
The Fund agrees to pay State Street such reasonable compensation for
its services and expenses as is agreed upon from time to time. Payments for
services shall be due thirty (30) days from the Fund's receipt of State Street's
invoice therefor. The Fund shall reimburse State Street for all costs and
expenses, including reasonable attorney's fees, incurred by State Street to
collect any charges due under this Agreement.
10.3 Notices.
All notices shall be in writing and deemed given when delivered in
person, by facsimile, by overnight delivery through a commercial courier
service, or by registered or certified mail, return receipt requested. Notices
shall be addressed to each party at its address set forth below, or such other
address as the recipient may have specified by earlier notice to the sender.
If to State Street: Lafayette Corporate Center, LCC/3SW
▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇
Vice President
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
If to the Fund: c/o Evergreen Funds
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Esq.
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
10.4 Assignment; Successors.
This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign to a
successor all of or a substantial portion of its business, or to a party
controlling, controlled by, or under common control with such party.
10.5 Entire Agreement.
This Agreement (including all schedules and attachments hereto)
constitutes the entire Agreement between the parties with respect to its subject
matter; all prior Agreements, representations, statements, negotiations and
undertakings with respect to such subject matter are terminated and superseded
hereby.
10.6 Amendments.
No amendment to this Agreement shall be effective unless it is in
writing and signed by a duly authorized representative of each party. The term
"Agreement", as used herein, includes all schedules and attachments hereto and
any future written amendments, modifications, or supplements made in accordance
herewith.
10.7 Headings Not Controlling.
Headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
10.8 Survival.
After expiration or termination of this Agreement, all provisions
relating to payment shall survive until completion of required payments. In
addition to those provisions which specifically provide for survival beyond
expiration or termination, all provisions regarding indemnification, warranty,
liability and limits thereon shall survive, unless and until the expiration of
any time period specified elsewhere in this Agreement with respect to the
provision in question.
10.9 Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
10.10 Governing Law; Jurisdiction.
This Agreement shall be deemed to have been made in The Commonwealth of
Massachusetts and shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts. The parties agree that any dispute arising
herefrom shall be subject to the exclusive jurisdiction of courts sitting in The
Commonwealth of Massachusetts.
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of July 9, 1999.
MENTOR INSTITUTIONAL TRUST
Fund signature attested to by:
_______________________ By:
Name: Name:
Title: Title:
STATE STREET BANK AND TRUST COMPANY
Signature attested to by:
_______________________ By:
▇▇▇▇▇▇▇▇▇ ▇. Poster ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice Chairman
Vice President
SCHEDULE A
to
Accounting Services Agreement
by and between
Mentor Institutional Trust and State Street Bank and Trust Company
Information Required to be Supplied Responsible Party
Portfolio Trade Authorizations Investment Adviser
Currency Transactions Investment Adviser
Cash Transaction Report Custodian
Cash Reconciliation Custodian
Transaction Schedule Report Custodian
Connection Fax Custodian via Transfer Agent
Fund Activity Statement/Summary Report Transfer Agent
(prior day)
Fund Activity Statement/Summary Report Transfer Agent
(current day)
Portfolio Prices Third Party Vendors/Investment Adviser
Exchange Rates Third Party Vendors/Investment Adviser
Capital Stock Activity Report Transfer Agent
Dividend/Distribution Schedule Investment Adviser/Administrator
Dividend/Distribution Declaration Investment Adviser/Administrator
Dividend Reconciliation/Confirmation Transfer Agent
Corporate Actions Third Party Vendors/Custodian
Service Provider Fee Schedules Investment Adviser/Administrator
Expense Budget Investment Adviser/Administrator
Amortization Policy Investment Adviser/Administrator
Accounting Policy/Complex Investments Investment Adviser/Administrator
Audit Management Letter Auditor
Annual Shareholder Letter Investment Adviser
Annual/Semi-Annual Reports Investment Adviser/Administrator
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