CORE TRUST (DELAWARE)
PORTFOLIO AND UNITHOLDER
ACCOUNTING AGREEMENT
AGREEMENT made as of the 1st day of June, 1997, by and between Core Trust
(Delaware), a business trust organized under the laws of the State of Delaware,
with its principal office and place of business at Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Trust"), and Forum Accounting Services, Limited
Liability Company, a Delaware limited liability company with its principal
office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
("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 units (as defined in the Trust's Trust Instrument) (the "Units")
in separate series; and
WHEREAS, the Trust offers Units 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 "Portfolio," and collectively as the
"Portfolios"); and
WHEREAS, the Trust desires that Forum perform certain portfolio
accounting and unitholder recordkeeping services for each Portfolio 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 portfolio accountant and unitholder recordkeeper for the Units of the
Portfolios 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 Trust Instrument and, if applicable, 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 the 1940 Act (the "Registration Statement"), (iii)
the current Part A and Part B of the Trust's Registration Statement
(collectively, as currently in effect and as amended or supplemented, the
"Offering Document") and (iv) all procedures adopted by the Trust with respect
to the Portfolios (i.e., 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 2A. PORTFOLIO ACCOUNTING DUTIES
With respect to each Portfolio, Forum shall perform the following
services:
(i) calculate the net asset value per unit with the frequency
prescribed in each Portfolio's then current Offering Document;
(ii) calculate each item of income, expense, deduction, credit, gain
and loss, if any, as required by the Trust and in conformance with
generally accepted accounting principles ("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 Portfolio's general ledger and record all income,
expenses, capital share activity and security transactions of each
Portfolio;
(iv) calculate the yield, effective yield, tax equivalent yield and
total return for each Portfolio as applicable, and such other measure of
performance as may be agreed upon between the parties hereto;
(v) provide the Trust and such other persons as the Administrator may
direct with the following reports (A) a current security position report,
(B) a summary report of transactions and pending maturities (including
the principal, cost, and accrued interest on each portfolio security in
maturity date order), and (C) a current cash position and projection
report;
(vi) prepare and record, as of each time when the net asset value of a
Portfolio is calculated or as otherwise directed by the Trust, either (A)
a valuation of the assets of the Portfolio (in accordance with the
Trust's valuation procedures) or (B) a calculation confirming that the
market value of the Portfolio'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 Forum deems necessary
to reflect over-accruals or under-accruals of estimated expenses or
income;
(viii) request any necessary information from the Administrator and the
Trust's placement agent in order to prepare, and prepare, the Trust's
Form N-SAR;
(ix) provide appropriate records to the Trust's independent
accountants and, upon approval of the Trust or the Administrator, any
regulatory body in any requested review of the Trust's books and records
maintained by Forum;
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(x) prepare semi-annual financial statements and oversee the
production of the semi-annual financial statements and any related report
to the Trust's shareholders prepared by the Trust or its investment
advisers;
(xi) file the Portfolios' semi-annual financial statements with the
SEC or ensure that the Portfolios' semi-annual financial statements are
filed with the SEC;
(xii) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information with respect to investment companies;
(xiii) provide the Trust or the Administrator with the data requested by
the Administrator that is required to update the Registration Statement;
(xiv) provide the Trust or independent accountants with all information
requested with respect to the preparation of the Trust's income and other
tax returns;
(xv) prepare or prepare, execute and file all Federal income tax
returns and state income and other tax returns, including any extensions
or amendments, each as agreed between the Trust and Forum;
(xvi) produce quarterly compliance reports for investment advisers to
the Trust and the Board and provide information to the Administrator,
investment advisers to the Trust and other appropriate persons with
respect to questions of Portfolio compliance;
(xvii) provide tax attribute information to the appropriate agents of
each investor in the Portfolio that seeks to qualify as a regulated
investment company under the Code;
(xviii) daily reconcile Units outstanding and other data with the records
of the holders of Units ("Unitholders");
(xiv) periodically reconcile all appropriate data with each Portfolio's
custodian;
(xv) verify investment trade tickets when received from an investment
adviser and maintain individual ledgers and historical tax lots for each
security; and
(xvi) 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 Forum need not begin performing any such task
except upon 65 days' notice and pursuant to mutually acceptable
compensation agreements.
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SECTION 2B. UNITHOLDER RECORDKEEPING DUTIES
(a) In accordance with procedures established from time to time by
agreement between the Trust and Forum, with respect to each Portfolio Forum
shall perform the following services:
(i) provide the services of a transfer agent and, as relevant, agent
in connection with accumulation, open-account or similar plans (including
without limitation any periodic investment plan or periodic withdrawal
program) that are customary for open-end management investment companies
including: (A) maintaining all accounts for Unitholders, (B) preparing
Unitholder meeting lists, (C) mailing proxies to Unitholders, (D) mailing
Unitholder reports and prospectuses to current Unitholders, (E)
withholding taxes on U.S. resident and non-resident alien accounts, (F)
preparing and mailing statements of account to Unitholders for all
purchases and redemptions of Units and other transactions in Unitholder
accounts, (G) preparing and mailing activity statements for Unitholders,
and (H) providing Unitholder account information;
(ii) receive for acceptance orders for the purchase of Units and
promptly deliver payment and appropriate documentation therefor to the
custodian of the applicable Portfolio (the "Custodian");
(iii) pursuant to purchase orders, issue the appropriate number of
Units and hold such Units in the appropriate Unitholder account;
(iv) receive for acceptance redemption requests and deliver the
appropriate documentation therefor to the Custodian;
(v) as and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as required by the
prospectus pursuant to which the redeemed Units were offered and as
instructed by the redeeming Unitholders;
(vi) effect transfers of Units upon receipt of appropriate
instructions from Unitholders and instructions from the Trust;
(vii) receive from Unitholders or debit Unitholder accounts for sales
commissions, including contingent deferred, deferred and other sales
charges, and service fees (i.e., wire redemption charges) and prepare and
transmit payments to underwriters, selected dealers and others for
commissions and service fees received;
(xiii) prepare and transmit payments to underwriters, selected dealers
and others for trail commissions, Rule 12b-1 fees, shareholder service
fees and other payments based on the amount of assets in Unitholder
accounts;
(ix) maintain records of account for and provide reports and
statements to the Trust and Unitholders as to the foregoing;
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(x) record the issuance of Units of the Trust and maintain pursuant
to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended
("1934 Act") a record of the total number of Units of the Trust and each
Portfolio that are authorized, based upon data provided to it by the
Trust, and are issued and outstanding and provide the Trust on a regular
basis a report of the total number of Units that are authorized and the
total number of Units that are issued and outstanding; and
(xi) provide a system which will enable the Trust to monitor the total
number of Units of each Portfolio sold in each State.
(b) Forum shall provide the following additional services on behalf
of the Trust and such other services agreed to in writing by the Trust and
Forum:
(i) monitor and make appropriate filings with respect to the
escheatment laws of the various states and territories of the United
States;
(ii) receive and tabulate proxy votes; and
(iii) solicit Unitholders with respect to Unitholder meetings.
(c) The Trust or the Administrator or other agent (i) shall identify
to Forum in writing those transactions and assets to be treated as exempt from
reporting for each state and territory of the United States and for each foreign
jurisdiction (collectively "States") and (ii) shall monitor the sales activity
with respect to Unitholders domiciled or resident in each State. The
responsibility of Forum for the Trust's State registration status is solely
limited to the reporting of transactions to the Trust, and Forum shall have no
obligation, when recording the issuance of Units, to monitor the issuance of
such Units or to take cognizance of any laws relating to the issue or sale of
such Units, which functions shall be the sole responsibility of the Trust.
(d) Forum shall establish and maintain facilities and procedures
reasonably acceptable to the Trust for the safekeeping, control, preparation and
use of share certificates (if authorized to be issued by the Trust), check
forms, and facsimile signature imprinting devices. Forum shall establish and
maintain facilities and procedures reasonably acceptable to the Trust for
safekeeping of all records maintained by Forum pursuant to this Agreement.
(e) Forum shall procure, at its cost, the services of an affiliate
that is registered as a transfer agent under the 1934 Act to perform those
services hereunder that must be performed by a registered transfer agent, if
any.
SECTION 2C. OTHER DUTIES
(a) Forum shall prepare and maintain on behalf of the Trust the
following books and records of each Portfolio pursuant to Rule 31a-1 under the
1940 Act (the "Rule"):
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(i) Journals containing an itemized daily record in detail of all
purchases and sales of securities, purchase and redemption of Units by
the Portfolios, all receipts and disbursements of cash and all other
debits and credits, as required by subsection (b)(1) of the Rule;
(ii) Journals and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, as required by subsection
(b)(2) of the Rule (including the Unitholder ledgers required by
subsection (b)(2)(iv);
(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, 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;
(vi) The applicable books and records required to be maintained under
Section 17A(d) of the 1934 Act and the rules and regulations thereunder;
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.
(b) The books and records maintained pursuant to Section 2C(a) shall
be prepared and maintained in such form, for such periods and in such locations
as may be required by the 1940 Act and the 1934 Act. The books and records
pertaining to the Trust required to be maintained by and that are in possession
of Forum shall be the property of the Trust. The Trust, or the Trust'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 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.
(c) In case of any requests or demands for the inspection of the
records of the Trust maintained by Forum, Forum will endeavor to notify the
Trust and to secure instructions from an authorized officer of the Trust as to
such inspection. Forum shall abide by the Trust's instructions for granting or
denying the inspection; provided, however, that Forum may grant the
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inspection without instructions if Forum is advised by counsel to Forum that
failure to do so will result in liability to Forum.
SECTION 3. STANDARD OF CARE; RELIANCE
(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, ("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 Portfolio 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
Forum's actions taken or failures to act with respect to a Portfolio that are
not consistent with the standard of care set forth in Section 3(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 the person or persons
authorized by the Board to give such oral
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instruction (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) Except to the extent it has breached the provisions of this
Agreement, Forum shall not be liable for the errors of other service providers
to the Trust, 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) With respect to Portfolios which do not value their assets in
accordance with Rule 2a-7 under the 1940 Act, notwithstanding anything to the
contrary in this Agreement, Forum shall not be liable to the Trust or any
shareholder of the Trust for (i) any loss to the Trust if an NAV Difference for
which Forum would otherwise be liable under this Agreement is less than or equal
to 0.001 (1/10 of 1%) or (ii) any loss to a shareholder of the Trust if the NAV
Difference for which Forum 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 Trust is less than or equal to $10. Any loss for which Forum
is determined to be liable hereunder shall be reduced by the amount of gain
which inures to shareholders, whether to be collected by the Trust or not.
(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 the Recalculated NAV, (ii) NAV Differences
and any Forum liability therefrom are to be calculated each time a Portfolio's
NAV is calculated, (iii) in calculating any NAV Difference for which Forum would
otherwise be liable under this Agreement for a particular NAV error, Portfolio
losses and gains shall be netted and (iv) in calculating any NAV Difference 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,
Portfolio losses and gains for the period shall be netted.
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(h) 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 Portfolio to act in contravention of a Portfolio'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 4. 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 Portfolio, the
fees set forth in Clause (i) of Appendix B hereto. In consideration of the
services provided by Forum to begin the operations of a new Portfolio, the Trust
shall pay Forum, with respect to each Portfolio, the fees set forth in clause
(ii) of Appendix B hereto. In consideration of additional services provided by
Forum to perform certain functions, the Trust shall pay Forum, with respect to
each Portfolio the fees set forth in clause (iii) of Appendix B hereto. Nothing
in this Agreement shall require Forum to perform any of the services listed in
clause (iii) of Appendix B hereto, as such services may be performed by the
Portfolio's independent accountant if appropriate.
All fees payable hereunder shall be accrued daily by the Trust. The fees
payable for the services listed in clauses (i) and (iii) 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 (ii) and for all reimbursements as described
in Section 4(b) shall be payable monthly in arrears on the first day of each
calendar month (the first day of the calendar month after the Portfolio
commences operations in the case of the fees listed in clause (ii) of Appendix B
hereto) 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 Portfolio, 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 Portfolio, agrees to reimburse
Forum for the expenses set forth in Clause (iv) of Appendix B hereto. In
addition, the Trust, on behalf of the applicable Portfolio, shall reimburse
Forum for all 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
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right to terminate this Agreement, the Trust, on behalf of the applicable
Portfolio, shall reimburse Forum for all 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.
(d) 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. The costs of any such advice or opinion shall be
borne by the Trust.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each
Portfolio on June 1, 1997 and shall become effective with respect to Portfolios
created after that date on the later of the date on which the Trust's
Registration Statement relating to the Units of the Portfolio becomes effective
or the date of the commencement of operations of the Portfolio . 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 Portfolios.
(b) This Agreement shall continue in effect with respect to a
Portfolio until terminated; provided, that continuance is specifically approved
at least annually by the Board.
(c) This Agreement may be terminated with respect to a Portfolio at
any time, without the payment of any penalty (i) by the Board on 60 days'
written notice to Forum or (ii) by Forum on 60 days' written notice to the
Trust. The obligations of Sections 3 and 4 shall survive any termination of
this Agreement.
(d) 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 6. ADDITIONAL PORTFOLIOS
In the event that the Trust establishes one or more series of Units after
the effectiveness of this Agreement, such series of Units shall become a
Portfolio under this Agreement. Forum or the Trust may elect not to make any
such series subject to this Agreement.
SECTION 7. PROPRIETARY INFORMATION; CONFIDENTIALITY
(a) The Trust acknowledges that the databases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals maintained by Forum on databases under the control and ownership of
Forum or a third party constitute copyrighted,
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trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to Forum or the third party. The Trust
agrees to treat all Proprietary Information as proprietary to Forum and further
agrees that it shall not divulge any Proprietary Information to any person or
organization except as may be provided under this Agreement.
(b) Forum acknowledges that the Unitholder list and all information
related to Unitholders furnished to Forum by the Trust or by a Unitholder in
connection with this Agreement constitute proprietary information (collectively,
"Customer Data") of substantial value to the Trust. In no event shall
Proprietary Information be deemed Customer Data. Forum agrees to treat all
Customer Data as proprietary to the Trust and further agrees that it shall not
divulge any Customer Data to any person or organization except as may be
provided under this Agreement or as may be directed by the Trust.
(c) 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
(i) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(ii) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(iii) release such other information as approved in writing by the
Trust, which approval shall not be unreasonably withheld and may not be
withheld where Forum 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 Trust.
SECTION 8. 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, failure of the mails,
transportation, communication or power supply or equipment failures; provided,
that Forum shall, at no additional expense to the Trust, take reasonable steps
to minimize service interruptions.
SECTION 9. 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
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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 responsibilities pursuant
to this Agreement to one or more corporations, trusts, firms, individuals or
associations, 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 from
the Trust.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Portfolio'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 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity under this Agreement, to perform any functions or duties
on any day other than a business day of the Trust or of a Portfolio. Functions
or duties normally scheduled to be performed on any day which is not a business
day of the Trust or of a Portfolio shall be performed on, and as of, the next
business day, unless otherwise required by law.
SECTION 12. ISSUANCE AND TRANSFER OF UNITS; CERTIFICATES
(a) Forum shall make original issues of Units of each Portfolio in
accordance with the Offering Document only upon receipt of (i) instructions
requesting the issuance, (ii) a certified copy of a resolution of the Board
authorizing the issuance and (iii) necessary funds for the payment of any
original issue tax applicable to such Units.
(b) Transfers of Units of each Portfolio shall be registered on the
Unitholder records maintained by Forum. In registering transfers of Units,
Forum may rely upon the Uniform Commercial Code as in effect in the State of
Delaware or any other statutes that, in the opinion of Forum's counsel, protect
Forum and the Trust from liability arising from (i) not requiring complete
documentation, (ii) registering a transfer without an adverse claim inquiry,
(iii) delaying registration for purposes of such inquiry or (iv) refusing
registration whenever an adverse claim requires such refusal. As Unitholder
recordkeeper, Forum will be responsible for delivery to the transferor and
transferee of such documentation as is required by the Uniform Commercial Code.
(c) Units shall be issued to investors in a Portfolio at the net
asset value per unit next determined after Forum receives a completed purchase
order. A purchase order shall be
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complete at the time specified in the Prospectus pursuant to which the Units are
offered and when Forum or its agent receives (i) an instruction directing
investment in a Portfolio, (ii) a wire or other electronic payment in the amount
designated in the instruction and (iii) in the case of an initial purchase, a
completed account application.
(d) The Trust shall not issue Unit certificates.
SECTION 13. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The trustees of the Trust and the shareholders of each Portfolio shall
not be liable for any obligations of the Trust or of the Portfolios 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
Portfolio 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
Portfolios.
SECTION 14. 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 and it is duly
qualified to carry on its business in the State of Maine;
(ii) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
(iii) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement; and
(iv) 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 the State of Delaware;
(ii) It is empowered under applicable laws and by its Organic
Documents to enter into and perform this Agreement;
(iii) All proceedings required by the Organic Documents have been taken
to authorize it to enter into and perform this Agreement;
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(iv) It is an open-end management investment company registered under
the 1940 Act;
(v) All units of the Portfolios, when issued, shall be validly
issued, fully paid and non-assessable; and
(vi) 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.
SECTION 15. 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 Portfolios in accordance with
Section 6, 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.
(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 Portfolio of the Trust are
separate and distinct from the assets and liabilities of each other Portfolio
and that no Portfolio shall be liable or shall be charged for any
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debt, obligation or liability of any other Portfolio, whether arising under this
Agreement or otherwise.
(j) 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.
(k) 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.
(l) The terms "vote of a majority of the outstanding voting
securities," "interested person" and "affiliated person" 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.
CORE TRUST (DELAWARE)
By:
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
FORUM ACCOUNTING SERVICES,
LIMITED LIABILITY COMPANY
By: Forum Advisors, Inc., as Manager
By:
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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CORE TRUST (DELAWARE)
FUND ACCOUNTING AGREEMENT
APPENDIX A
PORTFOLIOS OF THE TRUST
AS OF JUNE 1, 1997
International Portfolio
Index Portfolio
Small Company Stock Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Large Company Portfolio
Income Equity Portfolio
Managed Fixed Income Portfolio
Total Return Bond Portfolio
Positive Return Bond Portfolio
Stable Income Portfolio
Prime Money Market Portfolio
Money Market Portfolio
Cash Portfolio
Government Cash Portfolio
Treasury Cash Portfolio
Treasury Portfolio
-A1-
CORE TRUST (DELAWARE)
FUND ACCOUNTING AGREEMENT
APPENDIX B
FEES AND EXPENSES
(i) BASE FEE
Standard Fee per Portfolio with up to five Unitholders
(other than nominal interests of any initial Unitholders
and Unitholders that are affiliated persons of Forum). . . $4,000/month
Fee for each additional five Unitholders . . . . . . . . . $500/month
Plus Additional Surcharges for each of:
(1) Tax-Free Money Market Portfolios . . . . . . . . . $1,000/month
(2) Global or International Portfolios . . . . . . . . $2,000/month
(3) Portfolios with more than 25% of their total
assets invested in asset backed securities . . . . $1,000/month
(4) Portfolios with more than 50% of their total
assets invested in asset backed securities . . . . $1,000/month
(5) Portfolios with more than 100 security positions
For each 100 positions (or portion thereof)
above 100. . . . . . . . . . . . . . . . . . . $1,000/month
(6) Portfolios with a monthly portfolio
turnover rate of 10% or greater. . . . . . . . . . $1,000/month
(7) Money Market Portfolios with asset levels
exceeding:
$500 million . . . . . . . . . . . . . . . . . $500/month
$1 billion . . . . . . . . . . . . . . . . . . $500/month
$2 billion . . . . . . . . . . . . . . . . . . $500/month
(8) Non-Money Market Portfolios with asset levels
exceeding:
$100 million . . . . . . . . . . . . . . . . . $500/month
$250 million . . . . . . . . . . . . . . . . . $500/month
$500 million . . . . . . . . . . . . . . . . . $500/month
$1 billion . . . . . . . . . . . . . . . . . . $500/month
$2 billion . . . . . . . . . . . . . . . . . . $500/month
(9) Portfolios holding futures or options contracts. . $1,000/month
(10) Portfolios (other than those subject to (2) above)
holding forward currency contracts or more than
10 international positions . . . . . . . . . . . . $1,000/month
Portfolios (other than those subject to (2) above)
holding forward currency contracts or more than
30 international positions . . . . . . . . . . . . $1,000/month
-B1-
Note 1: Surcharges are determined based upon the total assets, security
positions or other factors as of the end of the prior month and on the
portfolio turnover rate for the prior month. Portfolio turnover rate
shall have the meaning ascribed thereto in SEC Form N-1A.
Note 2: The rates set forth above shall remain fixed through December
31, 1997. On January 1, 1998, and on each successive January 1, 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.
Note 3. Cash Portfolio, Government Cash Portfolio and Treasury Cash
Portfolio's standard fee with up to five Unitholders is the lesser of
$4,000/month or 0.05% of the Portfolio's average annual daily net assets.
(ii) START-UP FEE
Portfolio Start-Up Fee . . . . . . . . . . . . . . . . . . $2,000
(iii) OTHER SERVICES (payable in equal installments monthly)
TAX SERVICES. Preparation of Federal income and excise tax
returns and preparation, execution and filing of state
income tax returns, including any extensions or
amendments . . . . . . . . . . . . . . . . . . . . $3,500/fiscal period
(iv) OUT-OF-POCKET AND RELATED EXPENSES
The Trust, on behalf of the applicable Portfolio, 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. 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 Portfolio.
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