Exhibit 9.3
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FUND ACCOUNTING SERVICING AGREEMENT
This contract between O.R.I. Funds, Inc., a Maryland corporation (the
"Company"), on behalf of O.R.I. Growth Fund (hereinafter called the "Fund")
and Firstar Trust Company, a Wisconsin corporation (hereinafter called "FTC")
is entered into on this 1st day of December, 1995.
WITNESSETH:
WHEREAS, the Company is an open-ended management investment company
which is registered under the Investment Company Act of 1940; and
WHEREAS, Firstar Trust Company ("FTC") is in the business of providing,
among other things, mutual fund accounting services to investment companies;
NOW, THEREFORE, the parties do mutually promise and agree as follows:
1. Services. FTC agrees to provide the following mutual fund
accounting services to the Fund:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date +1 basis
using security trade information communicated from the investment
manager on a timely basis.
(2) For each valuation date, obtain prices from a pricing
source approved by the Board of Directors of the Company and
apply those prices to the portfolio positions. For those
securities where market quotations are not readily available, the
Board of Directors of the Company shall approve, in good faith,
the method for determining the fair value for such securities.
(3) Identify interest and dividend accrual balances as of
each valuation date and calculate gross earnings on investments
for the accounting period.
(4) Determine gain/loss on security sales and identify
them as to short-short, short- or long-term status; account for
periodic distributions of gains or losses to shareholders and
maintain undistributed gain or loss balances as of each valuation
date.
B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense
accrual amounts as directed by the Fund as to methodology, rate
or dollar amount.
(2) Record payments for Fund expenses upon receipt of
written authorization from the Fund.
(3) Account for fund expenditures and maintain expense
accrual balances at the level of accounting detail, as agreed
upon by FTC and the Fund.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for fund share purchases, sales, exchanges,
transfers, dividend reinvestments, and other fund share activity
as reported by the transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the
Fund.
(3) Determine net investment income (earnings) for the
Fund as of each valuation date. Account for periodic
distributions of earnings to shareholders and maintain
undistributed net investment income balances as of each valuation
date.
(4) Maintain a general ledger and other accounts, books,
and financial records for the Fund in the form as agreed upon.
(5) For each day the Fund is open as defined in the
prospectus, determine the net asset value of the according to
the accounting policies and procedures set forth in the
prospectus.
(6) Calculate per share net asset value, per share net
earnings, and other per share amounts reflective of fund
operation at such time as required by the nature and
characteristics of the Fund.
(7) Communicate, at an agreed upon time, the per share
price for each valuation date to parties as agreed upon from time
to time.
(8) Prepare monthly reports which document the adequacy
of accounting detail to support month-end ledger balances.
D. Tax Accounting Services:
(1) Maintain tax accounting records for the investment
portfolio of the Fund to support the tax reporting required for
IRS-defined regulated investment companies.
(2) Maintain tax lot detail for the investment portfolio.
(3) Calculate taxable gain/loss on security sales using
the tax cost basis designated by the Fund.
(4) Provide the necessary financial information to
support the taxable components of income and capital gains
distributions to the transfer agent to support tax reporting to
the shareholders.
E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support
financial statement preparation by making the fund accounting
records available to the Fund, the Securities and Exchange
Commission, and the outside auditors.
(2) Keep records relating to the services to be performed
hereunder, in the form and manner, and for such period, as it may
deem advisable and is agreeable to the Fund but not
inconsistent
with the rules and regulations of appropriate government
authorities, in particular Section 31 of the Investment Company
Act of 1940, as amended, and the rules and regulations
thereunder.
2. Changes in Accounting Procedures. Any resolution passed by the
Board of Directors of the Company that affects accounting practices and
procedures under this Agreement shall be effective upon written receipt and
acceptance by the FTC.
3. Changes in Equipment, Systems, Service, Etc. FTC reserves the
right to make changes from time to time, as it deems advisable, relating to
its services, systems, programs, rules, operating schedules and equipment, so
long as such changes do not adversely affect the service provided to the Fund
under this Agreement.
4. Compensation. FTC shall be compensated for providing the
services set forth in this Agreement in accordance with the Fee Schedule
attached hereto as Exhibit A and as mutually agreed upon and amended from
time to time.
5. Performance of Service. FTC shall exercise reasonable care in
the performance of its duties under this Agreement. FTC shall not be liable
for any error of judgement or mistake of law or for any loss suffered by the
Fund in connection with matters to which this Agreement relates, including
losses resulting from mechanical breakdowns or the failure of communication
or power supplies beyond FTC's control, except a loss resulting from FTC's
refusal or failure to comply with the terms of this Agreement or from bad
faith, negligence, or willful misconduct on its part in the performance of
its duties or reckless disregard by it of its obligations and duties under
this Agreement. Notwithstanding any other provision of this Agreement, the
Fund shall indemnify and hold harmless FTC from and against any and all
claims, demands, losses, expenses, and liabilities (whether with or without
basis in fact or law) of any and every nature (including reasonable
attorneys' fees) which FTC may sustain or incur or which may be asserted
against FTC by any person arising out of any action taken or omitted to be
taken by it in performing the services hereunder (i) in accordance with the
foregoing standards, or (ii) in reliance upon any written or oral instruction
provided to FTC by any duly authorized officer of the Fund, such duly
authorized officer to be included in a list of authorized officers furnished
to FTC and as amended from time to time in writing by resolution of the Board
of Directors of the Fund.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FTC shall take all
reasonable steps to minimize service interruptions for any period that such
interruption continues beyond FTC's control. FTC will make every reasonable
effort to restore any lost or damaged data and correct any errors resulting
from such a breakdown at the expense of FTC. FTC agrees that it shall, at
all times, have reasonable contingency plans with appropriate parties, making
reasonable provisions for emergency use of electrical data processing
equipment to the extent appropriate equipment is available. Representatives
of the Fund shall be entitled to inspect FTC's premises and operating
capabilities at any time during regular business hours of FTC, upon
reasonable notice to FTC.
Regardless of the above, FTC reserves the right to reprocess and
correct administrative errors at its own expense.
In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the Fund may be
asked to indemnify or hold FTC harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it
is further understood that FTC will use all reasonable care to identify and
notify the Fund promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Fund. The Fund shall have the option to defend FTC against any claim
which may be the subject of this indemnification. In the event that the Fund
so elects, it will so notify FTC and thereupon the Fund shall take over
complete defense of the claim, and FTC shall in such
situation initiate no
further legal or other expenses for which it shall seek indemnification under
this section. FTC shall in no case confess any claim or make any compromise
in any case in which the Fund will be asked to indemnify FTC except with the
Fund's written consent.
FTC shall indemnify and hold the Fund harmless from and against
any and all claims, demands, losses, expenses, and liabilities (whether with
or without basis in fact or law) of any and every nature (including
reasonable attorneys' fees) which may be asserted against the Fund by any
person arising out of any action taken or omitted to be taken by FTC as a
result of FTC's refusal or failure to comply with the terms of this
Agreement, its bad faith, negligence, or willful misconduct, its reckless
disregard of its obligations and duties under this Agreement, or, its failure
to meet the standard of care as set forth above.
6. No Agency Relationship. Nothing herein contained shall be deemed
to authorize or empower FTC to act as agent for the other party to this
Agreement, or to conduct business in the name of, or for the account of, the
other party to this Agreement.
7. Ownership of Records. All records prepared or maintained by FTC
on behalf of the Fund relating to the services to be performed by FTC
hereunder are the property of the Fund and will be preserved, maintained, and
made available as required by the Investment Company Act and will be
surrendered promptly on the written request of an authorized officer of the
Company.
8. Proprietary and Confidential Information. FTC agrees on behalf
of itself and its directors, officers, and employees to treat confidentiality
and as proprietary information of the Fund all records and other information
relative to the Fund and prior, present, or potential shareholders of the
Fund (and clients of said shareholders), and not to use such records and
information for any purpose other than performance of its responsibilities
and duties thereunder, except after prior notification to and approval in
writing by the Fund, which approval shall not be unreasonably withheld and
may not be withheld where FTC may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, or when so requested by the Fund.
9. Data Necessary to Perform Services. The Fund or its agent, which
may be FTC, shall furnish to FTC the data necessary to perform the services
described herein at times and in such form as mutually agreed upon.
10. Notification of Error. The Fund will notify FTC of any balancing
or control error caused by FTC within three (3) business days after receipt
of any reports rendered by FTC to the Fund, or within three (3) business days
after discovery of any error or omission not covered in the balancing or
control procedure, or within three (3) business days of receiving notice from
any shareholder.
11. Term of Agreement. This Agreement may be terminated by either
party upon giving ninety (90) days prior written notice to the other party or
such shorter period as is mutually agreed upon by the parties. However, this
Agreement may be replaced or modified by a subsequent agreement between the
parties.
12. Duties in the Event of Termination. In the event that in
connection with termination a Successor to any of FTC's duties or
responsibilities hereunder is designated by the Fund by written notice to
FTC, FTC will promptly, upon such termination and at the expense of the Fund,
transfer to such Successor all relevant books, records, correspondence and
other data established or maintained by FTC under this Agreement in a form
reasonably acceptable to the Fund (if such form differs from the form in
which FTC has maintained the same, the Fund shall pay any expenses associated
with transferring the same to such form requested by the Fund), and will
cooperate in the transfer of such duties and responsibilities, including
provision for assistance from FTC's personnel in the establishment of books,
records and other data by such successor.
13. Notices. Notices of any kind to be given by either party to the
other party shall be duly given if mailed or delivered as follows: Notice to
FTC shall be sent to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and notice to the Company and/or the
Fund shall be sent to O.R.I. Funds, Inc., Suite 1807, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held invalid by a court or regulatory
agency decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be governed by Wisconsin
law, provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act or any rule or regulation
promulgated by the SEC thereunder. This Agreement constitutes the entire
Agreement of the parties hereto.
IN WITNESS WHEREOF, the due execution hereof on the date first above
written.
ATTEST: Firstar Trust Company
/s/ ▇▇▇▇ ▇. Zen By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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ATTEST: O.R.I. Funds, Inc.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
FUND VALUATION AND ACCOUNTING
ANNUAL FEE SCHEDULE
FOR DOMESTIC PORTFOLIOS
EXHIBIT A
OAK RIDGE INVESTMENTS GROWTH FUND
Until the fund reaches a market value of $25 million, the following fees
will apply.
Portfolio Services - Fixed Income Funds
Annual fee per fund based on market value of assets:
$25,000 for the first $40,000,000
2/100 of 1% (2 basis points) on the next $200,000,000
1/100 of 1% (1 basis point) on the balance
Out-of-pocket expenses, including daily pricing service
Fees are billed monthly
Portfolio Services - Equity/Balanced Funds
Annual fee per fund based on market value of assets:
$18,000 for the first $40,000,000 for the first year
$20,000 for the first $40,000,000 for the second year
$22,000 for the first $40,000,000 after the second year
1/100 of 1% (1 basis point) on the next $200,000,000
5/1000 of 1% (1/2 basis point) on the balance
Out-of-pocket expenses, including daily pricing service
Fees are billed monthly
Portfolio Services - Money Market Funds
Annual fee per fund based on market value of assets:
$25,000 for the first $40,000,000
5/1000 of 1% (1/2 basis point) on the balance
Out-of-pocket expenses, including daily pricing service
Fees are billed monthly
FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
FUND VALUATION AND ACCOUNTING
ASSET PRICING COSTS
EXHIBIT A
OAK RIDGE INVESTMENTS GROWTH FUND
Charge per Item per Valuation
Asset Type (daily, weekly, etc.)
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Domestic and Canadian Equities $0.15
Options 0.15
Corporate/Gov't/Agency Bonds 0.50
CMOs 0.80
International Equities and Bonds 0.50
Municipal Bonds 0.80
Money Market Instruments 0.80
Pricing costs are billed monthly.
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