EXHIBIT 99.B(9)(C)
ACCOUNTING SERVICES AGREEMENT
AND
AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
ACCOUNTING SERVICES AGREEMENT
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This Agreement, dated as of the 30th day of November , 1993 made by and
between CT&T Funds, a Delaware Business Trust (the "Trust") operating as an open
end management investment company registered under the Investment Company Act of
1940, as amended, duly organized and existing under the laws of the State of
Delaware and Fund/Plan Services, Inc. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to issue separate
series of shares representing interests in separate investment portfolios (the
"Series"), which Series are identified on Schedule "C" attached hereto and which
Schedule "C" may be amended from time to time by mutual agreement of the Trust
and Fund/Plan; and
WHEREAS, the Trust desires to appoint Fund/Plan as Accounting Services Agent
to maintain and keep current the books, accounts, records, journals or other
records of original entry relating to the business of the Trust (the "Accounts
and Records") and to perform certain other functions in connection with such
Accounts and Records; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform such
functions upon the terms and conditions set forth below; and WHEREAS, the Trust
will provide certain information concerning the Series to Fund/Plan as set forth
below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. For purposes of this Agreement:
Oral Instructions shall mean an authorization, instruction, approval, item or
set of data, or information of any kind transmitted to Fund/Plan in person or by
telephone, telegram, telecopy, or other mechanical or documentary means lacking
a signature, by a person or persons reasonably identified to Fund/Plan to be a
person or persons authorized by a resolution of the Board of Trustees of the
Trust, to give Oral Instructions on behalf of the Trust.
Written Instructions shall mean an authorization, instruction, approval, item
or set of data or information of any kind transmitted to Fund/Plan in original
writing containing original signatures or a copy of such document transmitted by
telecopy including transmission of such signature reasonably identified to
Fund/Plan to be the signature of a person authorized by a resolution of the
Board of Trustees of the Trust to give written instructions on behalf of the
Trust.
The Trust shall file with Fund/Plan a certified copy of each resolution of its
Board of Trustees authorizing execution of Written Instructions or the
transmittal of Oral Instructions as provided above.
Section 2. To the extent Fund/Plan receives the necessary information from the
Trust or its agents by Written or Oral Instructions, Fund/Plan shall maintain
and keep current the following Accounts and Records relating to the business of
the Trust in such form as may be mutually agreed upon between the Trust and
Fund/Plan:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid and Payable Schedule
(d) Purchase and Sales Journals - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers - Transaction Report and Tax Lot Holdings Report
(g) Broker Ledger - Commission Report
(h) Daily Expense Accruals
(i) Daily Interest Accruals
(j) Daily Trial Balance
(k) Portfolio Interest Receivable and Income Journal
(l) Portfolio Dividend Receivable and Income Register
(m) Listing of Portfolio Holdings - showing cost, market value and percentage
of portfolio comprised of each security.
(n) Average Daily Net assets provided on monthly basis.
The necessary information to perform the above functions and the calculation
of Series' net asset value as provided below, is to be furnished by Written or
Oral Instructions to Fund/Plan daily (in accordance with the time frame
identified in Section 7) prior to the close of regular trading on the New York
Stock Exchange.
Section 3. Fund/Plan shall perform the ministerial calculations necessary to
calculate each of the Series' net asset value daily, in accordance with (i) each
Series' current Prospectus and Statement of Additional Information and (ii)
procedures with respect thereto approved by the Board of Trustees of the Trust
and supplied in writing to Fund/Plan's Accounting Services Unit. Portfolio items
for which market quotations are available by Fund/Plan's use of an automated
financial information service (the "Service") shall be based on the closing
prices of such Service except where the Trust has given or caused to be given
specific Written or Oral Instructions to utilize a different value. All of the
portfolio securities shall be given such values as the Trust provides by Written
or Oral Instructions including all restricted securities and other securities
requiring valuation not readily ascertainable solely by such Service. Fund/Plan
shall have no responsibility or liability for the accuracy of prices quoted by
such Service; for the accuracy of the information supplied by the Trust; or for
any loss, liability, damage, or cost arising out of any inaccuracy of such data.
Fund/Plan shall have no responsibility or duty to include information or
valuations to be provided by the Trust in any computation unless and until it is
timely supplied to Fund/Plan in usable form. Fund/Plan shall record corporate
action information as received from the Custodian, the Service, or the Trust.
Fund/Plan shall have no duty to gather or record corporate action information
not supplied by these sources.
Fund/Plan will assume no liability for price changes caused by: the investment
adviser(s), custodian, suppliers of security prices and corporate action and
dividend information, or any party other than Fund/Plan itself.
In the event an error is made by Fund/Plan which creates a price change,
consideration must be given to the effect of the price change.
Notwithstanding the provisions of Section 11, the following provisions govern
Fund/Plan's liability for errors in calculating the net asset value ("NAV") of
the Series:
If the NAV should have been higher for a date or dates in the past, the
error would have the effect of having given more shares to subscribers and
less money to redeemers than they were entitled to. Conversely, if the NAV
should have been lower, the error would have the effect of having given less
shares to subscribers and overpaying redeemers.
If the error affects the prior business day's NAV only, and the prior
day's work can be rerun before shareholder statements and checks are mailed,
the Trust hereby accepts this manner of correcting the error.
If the error spans five (5) business days or less, Fund/Plan shall
reprocess shareholder purchases and redemptions where redeeming shareholders
have been underpaid. Fund/Plan shall assume liability to the Trust for
overpayments to shareholders who have redeemed.
If the error spans more than five (5) business days, Fund/Plan would bear
the liability to the Trust for, 1) buying in for excess shares given to
shareholders if the NAV should have been higher, or, 2) funding overpayments
to shareholders who have redeemed if the NAV should have been lower. The cost
of any reprocessing required for shareholders who have been credited with
fewer shares than appropriate, or for redeeming shareholders who are due
additional amount of money will also be borne by Fund/Plan.
Section 4. For all purposes under this Agreement, Fund/Plan is authorized to
act upon receipt of the first of any Written or Oral Instruction it receives
from the Trust or its agents on behalf of the Trust. In cases where the first
instruction is an Oral Instruction that is not in the form of a document or
written record, a confirmatory Written Instruction or Oral Instruction in the
form of a document or written record shall be delivered, and in cases where
Fund/Plan receives an Instruction, whether Written or Oral, to enter a portfolio
transaction on the records, the Trust shall cause the broker/dealer to send a
written confirmation to Fund/Plan. Fund/Plan shall be entitled to rely on the
first Instruction received, and for any act or omission undertaken in compliance
therewith shall be free of liability and fully indemnified and held harmless by
the Trust, provided however, that in the event a Written or Oral Instruction
received by Fund/Plan is countermanded by a timely later Written or Oral
Instruction received by Fund/Plan prior to acting upon such countermanded
Instruction, Fund/Plan shall act upon such later Written or Oral Instruction.
The sole obligation of Fund/Plan with respect to any follow-up or confirmatory
Written Instruction, Oral Instruction in documentary or written form, or
broker/dealer written confirmation shall be to make reasonable efforts to detect
any such discrepancy between the original Instruction and such confirmation and
to report such discrepancy to the Trust. The Trust shall be responsible, at the
Trust's expense, for taking any action, including any reprocessing, necessary to
correct any discrepancy or error, and to the extent such action requires
Fund/Plan to act, the Trust shall give Fund/Plan specific Written Instruction as
to the action required.
Section 5. The Trust shall cause its Custodian (the "Custodian"), to forward
to Fund/Plan a daily statement of cash and portfolio transactions and, at the
end of each month, the Trust shall cause the Custodian to forward to Fund/Plan a
monthly statement of portfolio transactions, which will be reconciled with
Fund/Plan's Accounts and Records maintained on behalf of the Trust. Fund/Plan
will report any discrepancies to the Custodian, and report any unreconciled
items to the Trust.
Section 6. Fund/Plan shall promptly supply daily and periodic reports to the
Trust as requested by the Trust and agreed upon by Fund/Plan.
Section 7. The Trust shall provide and shall require each of its agents
(including the Custodian) to provide Fund/Plan as of the close of each business
day, or on such other schedule as the Trust determines is necessary, with
Written or Oral Instructions (to be delivered to Fund/Plan by 11:00 a.m.,
Eastern time, the next following business day) containing all data and
information necessary for Fund/Plan to maintain the Trust's Accounts and Records
and Fund/Plan may conclusively assume that the information it receives by
Written or Oral Instructions is complete and accurate. Fund/Plan, as Transfer
Agent, accepts responsibility for providing reports of share purchases,
redemptions, and total shares outstanding, on the next business day after each
net asset valuation.
Section 8. The Accounts and Records, in the agreed upon format, maintained by
Fund/Plan shall be the property of the Trust and shall be made available to the
Trust promptly upon request and shall be maintained for the periods prescribed
in Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended.
Fund/Plan shall assist the Trust's independent auditors, or upon approval of the
Trust, or upon demand, any regulatory body, in any requested review of the
Trust's Accounts and Records but shall be reimbursed for all expenses and
employee time invested in any such review outside of routine and normal periodic
review and audits. Upon receipt from the Trust of the necessary information,
Fund/Plan shall supply the necessary data for the Trust or an independent
auditor's completion of any necessary tax returns, questionnaires, periodic
reports to Shareholders and such other reports and information requests as the
Trust and Fund/Plan shall agree upon from time to time.
Section 9. In case of any request or demand for the inspection of the Share
records of the Trust, Fund/Plan, as Accounting Services Agent, shall endeavor to
notify the Trust and to secure instructions as to permitting or refusing such
inspection. Fund/Plan may however, exhibit such records to any person in any
case where it is advised by its counsel that it may be held liable for failure
to do so after notice to the Trust.
Section 10. Fund/Plan and the Trust may from time to time adopt such
procedures as agreed upon in writing, and Fund/Plan may conclusively assume that
any procedure approved by the Trust or directed by the Trust, does not conflict
with or violate any requirements of the Trust's Prospectus, Trust Instrument,
By-Laws, or any rule or regulation of any regulatory body or governmental
agency. The Trust shall be responsible for notifying Fund/Plan of any changes in
regulations or rules which might necessitate changes in Fund/Plan's procedures,
and for working out with Fund/Plan such changes.
Section 11.
(a) Fund/Plan, its directors, officers, employees, shareholders, and
agents shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the performance of this
Agreement, except losses resulting from willful misfeasance, bad faith,
negligence or reckless disregard on the part of Fund/Plan in the performance of
its obligations and duties under this Agreement.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer, trustee,
employee or agent of the Trust shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than services or business in
connection with Fund/Plan's duties hereunder), to be rendering such services to
or acting solely for the Trust, and not as a director, officer, employee,
shareholder or agent of, or one under the control or direction of Fund/Plan even
though receiving a salary from Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless Fund/Plan, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands, expenses
and liabilities (whether with or without basis in fact or law) of any and every
nature which Fund/Plan may sustain or incur or which may be asserted against
Fund/Plan by any person by reason of, or as a result of:
(i) any action taken or omitted to be taken by Fund/Plan except
matters resulting from willful misfeasance, bad faith, negligence or reckless
disregard on the part of Fund/Plan in the performance of its obligations and
duties under this Agreement; or
(ii) in reliance upon any certificate, instrument, order or stock
certificate or other document reasonably believed by it to be genuine and to be
signed, countersigned or executed by any duly authorized person, upon the Oral
Instructions or Written Instructions of an authorized person of the Trust or
upon the written opinion of legal counsel for the Trust or Fund/Plan; or
(iii) any action taken or omitted to be taken in good faith by
Fund/Plan in connection with its appointment, in reliance upon any law, act,
regulation or interpretation of the same even though the same may thereafter
have been altered, changed, amended, or repealed. Indemnification under this
subparagraph shall not apply, however, to actions or omissions of Fund/Plan or
its directors, officers, employees, shareholders, or agents in cases of its or
their own negligence, misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
(d) Fund/Plan shall give written notice to the Trust within ten (10)
business days of receipt by Fund/Plan of a written assertion or claim of any
threatened or pending legal proceeding which may be subject to this
indemnification. The failure to so notify the Trust of such written assertion or
claim shall not, however, operate in any manner whatsoever to relieve the Trust
of any liability arising from this Section or otherwise, except to the extent
failure to give notice prejudices the Trust.
(e) For any legal proceeding giving rise to this indemnification, the
Trust shall be entitled to defend or prosecute any claim in the name of
Fund/Plan at its own expense and through counsel of its own choosing if it gives
written notice to Fund/Plan within ten (10) business days of receiving notice of
such claim. Notwithstanding the foregoing, Fund/Plan may participate in the
litigation at its own expense through counsel of its own choosing. If the Trust
chooses to defend or prosecute such claim, then the Parties shall cooperate in
the defense or prosecution thereof and shall furnish such records and other
information as are reasonably necessary.
Section 12. All financial data provided to, processed by, and reported by
Fund/Plan under this Agreement shall be stated in United States dollars.
Fund/Plan shall have no obligation to convert to, equate, or deal in foreign
currencies or values, and expressly assumes no liability for any currency
conversion or non-U.S. dollar denominated computations relating to the affairs
of the Trust.
Section 13. The Trust agrees to pay Fund/Plan compensation for its services
and to reimburse it for expenses, at the rates and amounts as set forth in
Schedule "B" attached hereto, and as shall be set forth in any amendments to
such Schedule "B" approved by the Trust and Fund/Plan. The Trust agrees and
understands that Fund/Plan's compensation be comprised of two components and
payable on a monthly basis as follows:
(i) A fixed fee for each Series, together with a combined asset based
fee which the Trust hereby authorizes Fund/Plan to collect by debiting the
Trust's custody account for invoices which are rendered for the services
performed for the applicable function. The invoices for the services performed
will be sent to the Trust after such debiting with the indication that payment
has been made; and
(ii) reimbursement of any out-of-pocket expenses paid by Fund/Plan on
behalf of the Trust, which out-of-pocket expenses will be billed to the Trust
within the first ten calendar days of the month following the month in which
such out-of-pocket expenses were incurred. The Trust agrees to reimburse
Fund/Plan for such expenses within ten calendar days of receipt of such ▇▇▇▇.
Section 14. Nothing contained in this Agreement is intended to or shall
require Fund/Plan, in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance or any other day on which the New York
Stock Exchange is closed. Functions or duties normally scheduled to be performed
on such days shall be performed on, and as of, the next succeeding business day
on which the New York Stock Exchange is open. Notwithstanding the foregoing,
Fund/Plan shall compute the net asset value of the Trust on each day required
pursuant to (i) Rule 22c-1 promulgated under the Investment Company Act of 1940,
as amended and (ii) the Trust's Prospectus and Statement of Additional
Information.
Section 15.
(a) The term of this Agreement shall be for a period of three (3) years,
commencing on the date set forth above and shall continue in force from year to
year thereafter, but only so long as such continuance is approved annually, (1)
by Fund/Plan and (2) by vote of a majority of the Trust's Board of Directors.
(b) The fee schedule will be fixed for a one (1) year period from the
date of the Agreement. After each one (1) year period, the fee will be subject
to annual review and an inflationary adjustment.
(c) The Trust or Fund/Plan may give written notice to the other of the
termination of this Agreement, such termination to take effect at the time
specified in the notice, not less than one hundred eighty (180) days after the
giving of the notice. Upon the effective termination date, the Trust shall pay
to Fund/Plan such compensation as may be due as of the date of termination and
shall likewise reimburse Fund/Plan for any out-of-pocket expenses and
disbursements reasonably incurred by Fund/Plan to such date.
(d) If a successor to any of Fund/Plan's duties or responsibilities under
this Agreement is designated by the Trust by written notice to Fund/Plan in
connection with the termination of this Agreement, Fund/Plan shall promptly upon
such termination and at the expense of the Trust, transfer all Required Records
and shall cooperate in the transfer of such duties and responsibilities.
Section 16. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement shall be in writing, and shall be delivered in person or sent by first
class mail, postage prepaid to the respective parties as follows:
If to CT&T Funds: If to Fund/Plan:
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CT&T Funds Fund/Plan Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
President President
Section 17. This Agreement may be amended from time to time by supplemental
agreement executed by the Trust and Fund/Plan and the compensation stated in
Schedule "B" attached hereto may be adjusted accordingly as mutually agreed
upon.
Section 18. The Trust represents and warrants to Fund/Plan that the execution
and delivery of this Agreement by the undersigned officers of the Trust has been
duly and validly authorized by resolution of the Board of Trustees of the Trust.
Section 19. This Agreement may be executed in two or more counterparts, each
of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 20. 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 Trust without the written
consent of Fund/Plan or by Fund/Plan without the written consent of the Trust,
authorized or approved by a resolution of its respective Boards of Directors.
Section 21. This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania and the venue of any action arising under this Agreement shall
be ▇▇▇▇▇▇▇▇▇▇ County, Commonwealth of Pennsylvania.
Section 22. No provision of this Agreement may be amended or modified, in any
manner except by a written agreement properly authorized and executed by
Fund/Plan and the Trust.
Section 23. If any part, term or provision of this Agreement is held by any
court 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement consisting
of ten type written pages, together with Schedules "A", "B" and "C", to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
CT&T Funds Fund/Plan Services, Inc.
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__________________________________ _________________________________
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇, President By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
__________________________________ _________________________________
Attest: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary Attest: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
(SEAL) (SEAL)
AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
==========================================
This AGREEMENT, dated as of the 21st day of December, 1995 made by and
between CT&T FUNDS, a Delaware business trust (the "Trust") operating as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, duly organized and existing under the laws of the State
of Delaware and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and Fund/Plan originally entered into an agreement dated
November 30, 1993, as amended on June 16, 1994 and on March 15, 1995 wherein
Fund/Plan agreed to provide mutual fund accounting and related services to the
Trust (the "Accounting Services Agreement"); and
WHEREAS, the Parties wish to amend the Accounting Services Agreement to
reflect the following changes:
* Certain non-fundamental updates have been made to the accounting and
portfolio valuation services set forth on the attached amended Schedules
"A" and "B"; and
* The names of certain Series of the Trust have been changed, as set forth
on the attached amended Schedule "C".
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement, consisting
of one type-written page, together with Schedules "A", "B" and "C", to be signed
by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
CT&T FUNDS FUND/PLAN SERVICES, INC.
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________________________________ _________________________________
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇, President By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
________________________________ _________________________________
Attest: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, V.P. Attest: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
SCHEDULE "A"
============
AS AMENDED ON DECEMBER 21, 1995
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ACCOUNTING & PORTFOLIO VALUATION SERVICES
DAILY ACCOUNTING SERVICES
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1) Calculate Net Asset Value Per Share:
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. Update the daily market value of securities held by the Trust using
Fund/Plan Services' standard agents for pricing domestic equity, bond
and money market securities. The standard domestic equity pricing
services are Reuters, Inc., ▇▇▇▇▇▇ Data or Interactive Data. ▇▇▇▇▇▇
Data Corporation, Interactive Data and Telerate Systems, Inc. are used
for bond and money market prices/yields.
. If necessary, enter limited number of manual prices supplied by the
Trust and/or broker.
. Prepare NAV proof sheet. Review components of change in NAV for
reasonableness.
. Review variance reporting on-line and in hard copy for price changes
in individual securities using variance levels established by the
Trust. Verify US dollar security prices exceeding variance levels by
notifying client and pricing sources of noted variances.
. Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement.
. Communicate required pricing information to the Trust, Fund/Plan
Services' Transfer Agent and, electronically, to NASDAQ.
2) Complete Money Market (Daily Dividend) Fund Requirements:
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. Calculate net investment income available for distribution daily.
. Calculate daily dividend rate, and 1, 7, 30-day yields.
. Supply Transfer Agent and client with distribution rates.
. Provide money market original and amortized cost schedules in
accordance with valuing the Fund based on amortized cost.
. Verify system calculated dollar weighted average maturity.
. Communicate required information electronically to NASDAQ, if
applicable.
3) Determine and Report Cash Availability to Fund by 9:30 AM Eastern Time:
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. Receive daily cash and transaction statements from the Custodian by
8:30 AM Eastern time.
. Receive daily shareholder activity reports from Fund/Plan Services'
Transfer Agent by 8:30 AM Eastern time.
. Fax hard copy Cash Availability calculations with all details to the
Trust.
. Supply the Trust with 3-day cash projection report.
. Prepare and complete daily bank cash reconciliations including
documentation of any reconciling items and notify the Custodian and
Trust.
4) Reconcile and Record All Daily Expense Accruals:
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. Accrue expenses based on the Trust's supplied budget either as
percentage of the Trust's net assets or specific dollar amounts.
. If applicable, monitor expense limitations established by the Trust.
. If applicable, accrue daily amortization of Organizational Expense.
. If applicable, complete daily accrual of 12(b)1 expenses.
5) Verify and Record All Daily Income Accruals for Debt Issues:
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. Review and verify all system generated Interest and Amortization
reports.
. Establish unique security codes for bond issues to permit segregated
Trial Balance income reporting.
6) Monitor Domestic Securities Held for Cash Dividends, corporate actions
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and capital changes such as splits, mergers, spinoffs, etc. and process
appropriately.
. Monitor electronically received information from ▇▇▇▇▇▇ Data
Corporation for all domestic securities.
. Review current daily security trades for dividend activity.
. Interface with Custodian to monitor timely collection and postings of
corporate actions, dividends and interest.
7) Enter All Security Trades on Investment Accounting System (IAS) based on
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written instructions from the Trust.
. Review system verification of trade and interest calculations.
. Verify settlement through the Custodian statements.
. Maintain security ledger transaction reporting.
. Maintain tax lot holdings.
. Determine realized gains or losses on security trades.
. Provide complete broker commission reporting.
8) Enter All Fund Share Transactions on IAS:
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. Process activity identified on the Transfer Agent reports.
. Verify settlement through the Custodian statements.
. Reconcile to the Fund/Plan Services' Transfer Agent report balances.
9) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
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(listing all asset, liability, equity, income and expense accounts)
. Post manual entries to the general ledger.
. Post custodian bank activity.
. Post shareholder and security transactions.
. Post and verify system generated activity, i.e., income and expense
accruals.
. Prepare general ledger net cash proof used in NAV calculation.
10) Review and Reconcile With Custodian Statements:
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. Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. (Discrepancies will be reported to
and resolved by the Custodian.)
. Post all cash settlement activity to the Trial Balance.
. Reconcile to ending cash balance accounts.
. Clear IAS subsidiary reports with settled amounts.
. Track status of past due items and failed trades handled by the
Custodian.
11) Submission of Daily Accounting Reports to the Trust: (Additional reports
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readily available.)
. Non-Money Market Fund
---------------------
- Trial Balance
- Portfolio Valuation (listing inclusive of holdings, costs, market
values, unrealized appreciation/depreciation and percentage of
portfolio comprised of each security).
- NAV Calculation Report
- Cash Availability
- 3-Day Cash Projection Report
. Money Market Fund
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- Trial Balance
- NAV Calculation Report with Daily Distribution Rate
- Daily, 7-day and 30-day yield calculations
- Cash Availability and 3-Day Cash Projection Reports
- Dollar Weighted Average Maturity
WEEKLY ACCOUNTING SERVICES
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If applicable, submit Money Market Fund ▇▇▇▇-to-Market Report and Interest
and Amortization schedule to client (based on client or vendor supplied money
market yields or prices).
MONTHLY ACCOUNTING SERVICES
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1) Full Financial Statement Preparation (automated Statements of Assets and
Liabilities, of Operations and of Changes in Net Assets) and submission
to the Trust by 10th business day.
2) Submission of Monthly Automated IAS Reports to the Trust:
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. Security Purchase/Sales Journal
. Interest and Maturity Report
. Brokers Ledger (Commission Report)
. Security Ledger Transaction Report with Realized Gains/Losses
. Security Ledger Tax Lot Holdings Report
. Additional reports available upon request
3) Reconcile Accounting Asset Listing to Custodian Asset Listing:
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. Report any security balance discrepancies to the Custodian and the
Trust Funds.
4) Provide Monthly Analysis and Reconciliation of Additional Trial Balance
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Accounts,
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such as:
. Security cost and realized gains/losses
. Interest/dividend receivable and income
. Payable/receivable for securities purchased and sold
. Payable/receivable for fund shares; issued and redeemed
. Expense payments and accruals analysis
5) If Appropriate, Prepare and Submit to the Trust:
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. SEC yield reporting (non-money market funds with domestic and ADR
securities only).
. Income by state reporting
. Standard Industry Code Valuation Report
. Alternative Minimum Tax Income segregation schedule
ANNUAL (AND SEMI-ANNUAL) ACCOUNTING SERVICES
--------------------------------------------
1) Assist and supply the Trusts' independent auditors with schedules
supporting securities and shareholder transactions, income and expense
accruals, etc. during the year in accordance with standard audit
assistance requirements.
2) Provide NSAR Reporting (Accounting Questions):
---------------------------------------------
If applicable, answer the following items:
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53, 55, 62, 63,
64B, 71, 72, 73, 74, 75, 76
ACCOUNTING SERVICES UNIT BASIC ASSUMPTIONS
CT&T FUNDS
----------
The Fund/Plan Accounting Services Unit (ASU) is pleased to offer the Trust
the comprehensive level of service necessary for proper portfolio accounting and
valuation.
The Accounting fees are based on certain assumptions made upon information
received from CT&T and review of the Trust's draft Prospectus and Statement of
Additional Information. To the extent these assumptions and requirements should
change, fee revisions may be necessary.
BASIC ASSUMPTIONS:
-----------------
1) Fund/Plan Services' Administration Unit will complete the necessary
compliance reports (Sub-Chapter "M").
2) It is assumed that the portfolio asset composition will be primarily
specifics as identified in the prospectus for the Trust exclusive of
domestic and foreign currency derivative products. Trading activity is
expected to be less than 30 trades per month with an annual turnover rate
not to exceed 100%.
It is our understanding that the Trust may utilize Purchases In-Kind as a
method of shareholder subscriptions. Securities submitted to the Trust are
expected to be US dollar-denominated only. ASU will provide the Trust with
recommended procedures to properly handle and process security In-Kinds. To
the extent the client prefers procedures other than those provided by
Fund/Plan Services, additional fees will apply. (Discussions must take
place in advance between Fund/Plan Services and the Trust to clarify the
appropriate In-Kind operational procedures to be followed.)
3) Each Fund has a tax year-end which coincides with its fiscal year-end. No
additional accounting requirements are necessary to identify or maintain
book-tax differences. To the extent tax accounting for certain securities
differs from the book accounting, it will be done by Fund/Plan Services as
Administrator or KPMG as the Independent Accountant.
ASU will supply segregated Trial Balance account details to assist the
administrator in proper identification by category of all appropriate
realized gains/losses.
4) The Funds would foresee no difficulty in using Fund/Plan's standard current
pricing agents for domestic equity, bond, money market and ADR securities.
We currently use ▇▇▇▇▇▇ Data Corp., Reuters, Inc. and Interactive Data
("IDC") for domestic equities and listed ADR's, ▇▇▇▇▇▇ Data Corporation and
IDC are used for bonds and synthetic ADR's. Telerate Systems, Inc. is also
used for bond or money market prices.
It is assumed that the Accounting Unit will work closely with the Trust to
ensure the accuracy of the Trust's NAV and to obtain the most satisfactory
pricing sources and specific methodologies.
5) To the extent the Trust requires daily security prices (limited in number)
from specific brokers for domestic securities, these manual prices will be
obtained by the Trust's Investment Advisors (or brokers) and faxed to ASU
by approximately 4:00 PM Eastern time for inclusion in the NAV
calculations. The Trust will supply ASU with the appropriate pricing
contacts for these manual quotes.
Based on our current clients' experience, we believe the Trust's Investment
Advisor will have better success in obtaining accurate and timely broker
quotes on a more consistent basis than Fund/Plan Services.
6) To the extent the Funds should ever purchase/hold open-end registered
investment companies (RIC's), procedural discussions should take place
between ASU and Fund management clarifying the appropriate pricing and
dividend rate sources. Depending on the methodologies selected by the
Trust, additional fees may apply.
7) ASU will supply daily Portfolio Valuation Reports to the Trust's Advisor
identifying current security positions, original/amortized cost, security
market values and changes in unrealized appreciation/depreciation.
It will be the responsibility of the Trust's Advisor to review these
reports and to promptly notify ASU of any possible problems, trade
discrepancies, incorrect security prices or corporate action/capital change
information that could result in a misstated Fund NAV.
8) The Trust does not expect to invest in Futures, swaps, derivatives, ▇▇▇▇▇▇
or foreign (non-U.S. dollar denominated) securities. To the extent these
investment strategies should change, additional fees will apply after the
appropriate procedural discussions have taken place between ASU and Fund
management. (Advance notice is requested should the Funds commence trading
in these investments.)
9) It is assumed for all debt issues that the Advisor will supply the
Accounting Unit with critical income information such as accrual methods,
interest payment frequency details, coupon payment dates, floating rate
reset dates, and complete security descriptions with issue types and cusip
numbers. If applicable for proper income accrual accounting, ASU will look
to the Funds' Advisor to supply the YTM and related cash flow yields for
the mortgage/asset backed securities and IO/PO positions held in the Funds.
10) It is assumed that Fund/Plan Services' Custody Unit will provide the
Accounting Unit with daily Custodian statements reflecting all prior day
cash activity on behalf of each portfolio by 8:30 AM Eastern time. Complete
and clear descriptions of any postings, inclusive of cusip numbers,
interest/dividend payment dates, capital stock details, expense
authorizations, beginning/ending balances, etc. will be provided by the
Custodian's reports or system.
11) It will be the responsibility of the Custodian to supply capital change
information and interest rate changes to Accounting in a timely manner. The
advisor will supplement and support as appropriate. ASU will also receive
supplemental capital change and dividend information from ▇▇▇▇▇▇ Data
Corporation as the pricing vendor for the Funds' securities.
12) It is assumed that the Trust's Custodian will handle and report on all
settlement problems, failed trades and resolve unsettled dividends/interest
and capital changes. The Custodian will process all applicable capital
change paperwork based upon advice from the Trust. ASU will supply
segregated Trial Balance reporting and supplemental reports to assist in
this process.
13) With respect to Mortgage/Asset-Backed securities such as GNMA's, FHLMC's,
FNMA's, CMO's, ARM's, etc., the Custodian (or a Trust supplied source) will
provide ASU with current principal repayment factors on a timely basis in
accordance with the appropriate securities' schedule. Income accrual
adjustments (to the extent necessary) based upon initial estimates will be
completed by ASU when actual principal/income payments are collected by the
Custodian and reported to ASU.
14) To the extent applicable, Accounting will maintain US dollar denominated
qualified covered call options and index options reporting on the daily
Trial Balance and value the respective options and underlying positions
daily. To the extent tax classifications are required, they will be done by
Fund/Plan Services' Administration Unit or the Trust's independent
auditors.
The Funds do not currently expect to invest in domestic options or
designated ▇▇▇▇▇▇. (Advance notice is requested should the Fund commence
trading in the above investments to clarify operational procedures between
ASU and the advisor.)
15) To the extent the Funds should establish a Line of Credit in segregated
accounts with NatWest for temporary administrative purposes, and/or
leveraging/hedging the portfolio, the investment advisor will complete the
appropriate paperwork/monitoring for segregation of assets and adequacy of
collateral. Accounting will reflect appropriate Trial Balance account
entries and interest expense accrual charges on the daily Trial Balance
adjusting as necessary at month-end.
16) The Funds do not expect to participate in Security Lending, Leveraging,
Precious Metals, Short Sales, or Foreign Currency (non-US dollar
denominated) Futures and Options within their portfolio securities. To the
extent they do so in the future, additional fees will apply.
17) The Trust's management or Fund/Plan Services' Administration Unit will
supply ASU with portfolio specific expense accrual procedures and monitor
the expense accrual balances for adequacy based on outstanding liabilities
monthly. Fund/Plan Services' Administration Unit will promptly communicate
to the Accounting Unit any adjustments needed.
18) Specific deadlines and complete Fund-supplied information will be
identified for all security trades in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.
Trade Authorization Forms, with the appropriate officer's signature, should
be supplied to the ASU on all security trades placed by the Funds no later
than settlement date by 11:00 AM Eastern time for money market issues (It
is assumed trade date equals settlement date for money market issues.), and
by 11:00 AM Eastern time on trade date plus one for non-money market
securities. Receipt of trade information within these identified deadlines
may be via telex, fax, or on-line system access. The investment advisor
will communicate all trade information directly to the Funds' Custody
Administrator and the Fund/Plan Services' Custody Administrator will
communicate to ASU in accordance with the above stated deadlines. For
security trade information called in after the above stated deadlines,
there is no assurance it can be included in that day's work.
Money market trades will be communicated directly to the Custody
Administrator by the investment advisor. The advisor and/or Custody
Administrator will then supply ASU with the trade details in accordance
with the above stated deadlines.
Cusip numbers and/or ticker symbols for all US dollar denominated trades
will be supplied by the Investment Advisor via the Trade Authorization,
telex or on-line support. We would find it difficult to be responsible for
NAV changes or distribution rate adjustments that resulted from incomplete
information about a trade.
19) It is assumed that the Advisor or Fund/Plan Services' Administration Unit
will complete the applicable performance and rate of return calculations as
required by the SEC for the Funds.
20) With respect to amortization and accretion requirements for the debt issues
in the Funds, the ASU Investment Accounting System (IAS) offers a very
comprehensive and fully automated level of support. We calculate market
discounts and acquisition premiums either utilizing the straight-line or
yield-to-maturity (scientific) method. It is extremely important that the
Funds' requirements and proper amortization procedures be clarified prior
to start up.
It is assumed that the Funds will not hold any issues with Original Issue
Discounts (OID). It is our position that OID is a tax requirement and, as
such, not necessarily reflected on the books of the Funds. ASU's current
clients have not required any OID support. To the extent the Funds should,
in the future, own securities with OID, it is expected that the Funds'
auditors will complete the necessary OID adjustments for financial
statements and/or tax reporting.
21) The Funds are not currently expected to issue separate classes of shares.
To the extent they do so, additional fees will be negotiated.
SCHEDULE "B"
============
AS AMENDED ON DECEMBER 21, 1995
-------------------------------
FEE SCHEDULE FOR
CT&T FUNDS
----------
~~~~~~~~~~~~~~~~
FUND ACCOUNTING AND PORTFOLIO VALUATION FEES
--------------------------------------------
(Investments in Domestic US Dollar denominated securities only)
I. Annual Fee Schedule Per Portfolio: (1/12th payable monthly)
---------------------------------
$24,000 On the First $ 10 Million of Average Net Assets
.0004 On the Next $ 40 Million of Average Net Assets
.0003 On the Next $ 50 Million of Average Net Assets
.0002 On the Next $100 Million of Average Net Assets
.0001 Over $200 Million of Average Net Assets
II. Pricing Service Quotation Fee:
-----------------------------
(Based on individual CUSIP or security identification numbers.)
Specific costs will be identified based upon options selected by the client
and will be billed monthly.
A) ▇▇▇▇▇▇ DATA CORPORATION * (if applicable)
* Based on current vendor costs, subject to change.
Mortgage-backed
Government/Corporate Short &
Long Term Quotes $ .50 per Quote per Bond
Tax-Exempt Short & Long Term Quotes $ .55 per Quote per Bond
Minimum Weekly File Transmission is Assumed
Fund/Plan does not currently pass along charges for the domestic equity
prices, dividend and capital change information transmitted daily to
Fund/Plan Services from ▇▇▇▇▇▇ Data Corporation.
B) TELERATE SYSTEMS, INC. * (if applicable)
* Based on current vendor costs, subject to change.
C) FUTURES AND FORWARD CURRENCY CONTRACTS $2.00 per Issue per Day
D) REUTERS, INC.*
* Based on current vendor costs, subject to change.
Fund/Plan does not currently pass along charges for the domestic
security prices supplied by Reuters, Inc.
E) INTERACTIVE DATA CORP. * (if applicable)
* Based on current vendor costs, subject to change.
Daily Pricing
-------------
Domestic Equities and Options $ .15 per Quote per Issue
Corporate/Government/Agency Bonds including
Mortgage-Backed Securities (evaluated,
seasoned, and/or closing) $ .50 per Quote per Issue
US Municipal Bonds and Collateralized Mortgage
Obligations $ .80 per Quote per Issue
Weekly Pricing
--------------
North American Corporate/Government/Agency Bond
including Mortgage-Backed Securities $ .65 per Quote per Issue
US Municipal Bonds and Collateralized
Mortgage Obligations $1.15 per Quote per Issue
Corporate Actions
-----------------
Domestic Dividends and Capitalization
Changes $3.50 per Month per Holding
INTERACTIVE DATA ALSO TO CHARGES MONTHLY TRANSMISSION COSTS AND DISK
STORAGE CHARGES.
F) ▇▇▇▇▇ S&P*
* Based on current vendor costs, subject to change.
III. Yield Calculation: (if applicable)
------------------
Provide up to 12 reports per year to reflect the yield calculations for
non-money market funds required by the SEC. $1,000 per year per Fund
(US dollar denominated securities only).
OUT-OF-POCKET EXPENSES
----------------------
The Funds will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including telephone, postage, telecommunications, special reports,
record retention and the cost of copying and sending materials to auditors.
ADDITIONAL SERVICES
-------------------
To the extent the Funds commence using investment techniques such as Security
Lending, Short Sales, Futures, Leveraging, Precious Metals, and/or non-US dollar
denominated trading and currency, additional fees will apply.
Activities of a non-recurring nature such as shareholder in-kinds, fund
consolidations, mergers, or reorganizations will be subject to negotiation. To
the extent the Funds should decide to issue multiple/separate classes of shares,
additional fees will apply. Any additional enhanced services, programming
requests, or reports will be quoted upon request.
This Schedule may be amended to reflect the addition of other services/reports.
SCHEDULE "C"
============
AS AMENDED ON DECEMBER 21, 1995
-------------------------------
IDENTIFICATION OF SERIES
========================
Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:
CT&T FUNDS
----------
CHICAGO TRUST GROWTH & INCOME FUND
CHICAGO TRUST ASSET ALLOCATION FUND
CHICAGO TRUST BOND FUND
CHICAGO TRUST MUNICIPAL BOND FUND
CHICAGO TRUST MONEY MARKET FUND
CHICAGO TRUST TALON FUND
MONTAG & ▇▇▇▇▇▇▇▇ GROWTH FUND
MONTAG & ▇▇▇▇▇▇▇▇ BALANCED FUND
This Schedule "C" may be amended form time to time by agreement of the parties.