The Shareholder Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
Gentlemen:
This letter acknowledges the consent of WPG Growth and Income Fund to
the assignment of the Accounting Services Agreement dated March 20, 1989 between
The Boston Company Advisors, Inc. ("Boston Advisors") and WPG Growth Fund, as
amended (collectively, the "Agreement") to The Shareholder Services Group, Inc.
("TSSG"). This acknowledgment will be effective upon the consummation of the
proposed acquisition of The Boston Company Inc.'s third party mutual fund
administration business by TSSG (the "Proposed Transaction"). We understand
that, effective upon the completion of the Proposed Transaction, TSSG will
assume all of Boston Advisors' rights and obligations under the Agreement
accruing after that date and that The Boston Company, Inc. and its affiliates,
including Boston Advisors, will no longer be liable under the Agreement or
responsible for any acts or omissions of TSSG occurring after that time.
Sincerely,
WPG Growth Fund
By: /s/
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Title:
Date:
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ACCOUNTING SERVICES AGREEMENT
AGREEMENT, made as of this 20th day of March, 1989 by and between THE
BOSTON COMPANY ADVISORS, INC., a Massachusetts corporation (hereinafter called
"Boston Advisors") and WPG GROWTH FUND, a Massachusetts business trust
(hereinafter called the "Trust").
WHEREAS, the Trust is registered as an open-end diversified management
investment company under the Investment Company Act of 1940;
WHEREAS, the Trust desires to retain Boston Advisors to render pricing
and bookkeeping services to the Trust and Boston Advisors is willing to render
such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Boston Advisors to act as
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Pricing and Bookkeeping Agent of the Trust on the terms set forth in this
Agreement. Boston Advisors accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. SERVICES. Boston Advisors shall be responsible for (i) the
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determination of the Trust's net assets and the net asset value per share of the
Trust's outstanding shares and the offering price, if different from the net
asset value per share, at which the Trust's shares are sold, at the time and in
the manner from time to time determined by the Board of Trustees of the Trust
("pricing") and the timely communication of such information to the person or
persons designated by the Trust; and (ii) maintaining the accounts, books and
other records of the Trust required by Section 31(a) of the Investment Company
Act of 1940 and the rules thereunder or as the Trust may reasonably require for
tax, accounting, performance, advertising or other business purposes
("bookkeeping"). All accounts, books and other records are the property of the
Trust; shall be available for inspection and use by the Trust and shall be
preserved by Boston Advisors for the periods and in the places required by Rule
31a-2 under the Investment Company Act of 1940 and shall be surrendered to the
Trust upon request. Boston Advisors shall furnish at its expense space and all
necessary light, heat, equipment, stationery and stenographic, clerical, mailing
and messenger services in connection with such pricing and bookkeeping.
Boston Advisors will from time to time employ or associate with itself
such person or persons as Boston Advisors may believe to be particularly suited
to assist it in the performance of this Agreement.
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3. COMPENSATION OF BOSTON ADVISORS. For the services to be rendered
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and the facilities to be furnished by Boston Advisors, as provided in Sections 2
and 3 hereof, Boston Advisors shall receive from the Trust an annual fee,
payable monthly, computed as follows:
(a) ANNUAL FEE. For the services to be rendered and the
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facilities to be furnished by Boston Advisors, as provided in this Agreement,
Boston Advisors shall be compensated by the Trust pursuant to a Fee Schedule
between the Trust and Boston Advisors as set forth in Schedule A attached
hereto.
(b) FEE ACCRUAL AND PAYMENT. Remuneration under this Agreement
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shall begin to accrue on the date hereof. The fee for the previous month shall
be paid on the first business day of each month, provided that in the event this
Agreement is terminated as of a date other than the last day of a month, the fee
shall be computed pursuant to paragraph (c) of this Section 3 and paid on the
effective date of such termination.
(c) PRORATION. If this Agreement commences on any date other
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than the first day of a month, the fee payable with respect to such initial
fractional month shall be prorated according to the proportion that such period
bears to the full monthly period. Upon any termination of this Agreement before
the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period.
4. AUDIT INSPECTIONS AND VISITATION. Boston Advisors shall make
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available during regular business hours all records and other data created and
maintained pursuant to this Agreement for the reasonable audit and inspections
by the Trust, or any regulatory agency having authority over the Trust. Upon
reasonable notice by the Trust, Boston Advisors shall make available during
regular business hours its facilities and premises employed in connection with
the performance of its duties under this Agreement for reasonable visitation by
any person designated by the Trust, or any regulatory agency having authority
over the Trust.
5. ACTS OF GOD, ETC. Boston Advisors shall not be liable for delays or
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errors occurring by reason of circumstances beyond its control, including but
not limited to, acts of civil or military authority, national emergencies, work
stoppage, fire, flood, catastrophe, act of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdown
beyond its control Boston Advisors shall take reasonable steps to minimize
service interruptions but shall have no liability with respect thereto.
6. RELIANCE ON WRITTEN OR ORAL INSTRUCTIONS. For all purposes under
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this Agreement, Boston Advisors is authorized to act on written or oral
instructions that Boston Advisors receives and reasonably believes to be
transmitted by a person
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authorized by the Board of Trustees of the Trust to give such instructions. Oral
instructions will be followed by a confirmatory written instructions, document
or written record to Boston Advisors. Boston Advisors shall be entitled to rely
reasonably on any written or oral instructions received and any act or omissions
undertaken in compliance therewith shall be free of liability and fully
indemnified and held harmless by the Trust.
7. LIABILITY AND REMEDIES.
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(a) Boston Advisors shall not be liable for any loss suffered by
the Trust in connection with the performance of Boston Advisors' obligations and
duties under this Agreement, except to the extent that such loss results from
negligence or willful misconduct in the performance of, or omission to perform,
such obligations and duties. Boston Advisors shall not be deemed to have been
negligent or to have engaged in willful misconduct with respect to any incorrect
calculations of net asset value per share ("pricing errors") to the extent that
a pricing error is based upon prices furnished by an independent pricing service
prudently selected by Boston Advisors, provided that in the event that Boston
Advisors receives a price from a pricing service for any security owned by the
Trust which results in a pricing variance in excess of 10% of the prior business
day's price for such security, Boston Advisors shall notify, via fax, the
investment manager of the Trust of such pricing variance by 5:45 P.M. on the
date that the pricing variance occurs.
(b) Notwithstanding the provisions of Section 7(a), Boston Advisors
shall be liable for any loss to the Trust resulting from a pricing error caused
by Boston Advisors, own negligence to the extent that such loss resulted from an
error in computation by Boston Advisors unless and to the extent that such
pricing error resulted from incorrect information supplied or necessary
information not provided by the Fund or any of its agents.
(c) In the event of a pricing error, Boston Advisors shall correct
such error promptly upon discovery and, if Boston Advisors is liable to the
Trust for such error under this Section 7, Boston Advisors (acting through the
Trust's transfer agent, but at the direction and responsibility of Boston
Advisors), may seek to mitigate the loss or dilutive effect to certain
shareholders resulting therefrom by adjusting share balances to the extent
practicable for transactions executed while such error was in effect to reflect
balances that should have resulted in the absence of such error
("reprocessing"), provided however that Boston Advisors shall not reprocess any
account after 30 days after such error occurred (with each business day that
such error occurred being considered a separate error) without the consent of
the Trust.
(d) For purposes of a pricing error for which Boston Advisors is
liable under this Section 7, the Trust may have incurred a loss or there may
have been dilution with respect to certain shareholders (i) if the pricing error
resulted in a
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net asset value per share in excess of the actual net asset value per share
("overpricing") or (ii) if the error resulted in a net asset value per share
that was less that the actual net asset value per share ("underpricing"). In the
case of an overpricing error, shareholders who purchased shares during the
pendency of such error may have their accounts reprocessed to reflect the
additional shares which they should have received upon investment and any
subsequent shares to which they should be entitled. Boston Advisors shall
reimburse the Trust for all excess amounts per share paid out to redeeming
shareholders during the pendency of an overpricing error if such excess amount
per share exceeds .1 of 1% of the corrected net asset value per share of the
Trust.
In the case of an underpricing error, Boston Advisors shall bear all
processing and mailing costs, if any, in accordance with good industry practice
with respect to redeeming shareholders who are entitled to additional amounts on
account of such error. Boston Advisors shall also be entitled pursuant to
Section 7(c) to reprocess accounts of shareholders who purchased shares during
the pendency of such error and received too many shares as a result thereof, and
to the extent that any such account is not reprocessed or capital is not
contributed thereto pursuant to Section 7(e) (i.e., if the cost of reprocessing
exceeds the loss or dilutive effect to its shareholders), Boston Advisors shall
contribute capital to the Trust in the amount necessary to remedy the dilutive
effect of the underpricing error.
(e) In the event of a pricing error for which Boston Advisors is
liable under Section 7, the Trust shall not withhold its consent to any
reprocessing pursuant to Section 7(c) to increase account share balances of
shareholders who purchased during the pendency of an overpricing error.
Moreover, pursuant to Section 7(c), the Trust shall not unreasonably withhold
its consent to any reprocessing to decrease share balances of shareholders who
purchased during the pendency of an underpricing error, provided however that in
the case of certain shareholder accounts of significant clients of the Trust's
investment manager or of an affiliate of such investment manager where the
President of the Trust determines that the best interests of the Trust so
require, the Trust may withhold consent, in which case the investment manager
shall contribute capital to the Trust equal to 60% of the amount necessary to
remedy the dilutive effect of an underpricing error if such accounts were not
reprocessed, and Boston Advisors shall contribute 40% of such amount.
(f) If Boston Advisors is required to reimburse the Trust under the
terms of the Agreement for any loss under this Section 7, Boston Advisors shall
be subrogated to the rights of the Trust and may pursue such remedies, including
legal actions, as Boston Advisors considers appropriate with respect to
shareholders who receive excess redemption proceeds because of overpricing
errors, provided that such shareholders are not significant investment clients
of the Trust's investment manager or of an affiliate of such manager, at the
time such remedy is pursued. With respect to shareholders who are significant
clients, Boston Advisors may request by one or
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more such letters, subject to the reasonable approval as to substance and tone
by such investment manager, that the shareholders return any excess to Boston
Advisors, and may discuss this matter in person or by phone with such
shareholders in a manner not inconsistent with the tone and spirit of the
approved letter, but in no event shall Boston Advisors seek any further remedies
against such shareholders, including litigation, without giving the Trust's
investment manager notice, and the opportunity to pay Boston Advisors 40% of the
aggregate excess attributed to such clients under $100,000, and 60% of the
aggregate excess attributed to such clients of $100,000 or more, in which event
the Boston Advisor shall seek no further remedies against such shareholders.
8. TERMS AND TERMINATIONS.
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(a) This Agreement shall become effective on the date set forth
above and shall continue in effect from year to year thereafter unless
terminated pursuant to Section 8(b) of the Agreement.
(b) This Agreement may be terminated by either party on 120 days'
written notice without payment of any penalty, provided that in the event that
Boston Advisors elects to discontinue providing accounting and bookkeeping
services to all of its non-affiliated investment companies, Boston Advisors
shall provide the Trust with 240 days' written notice prior to such termination
date or any such shorter period as the parties may mutually agree.
9. LIABILITY OF TRUSTEES, OFFICERS AND SHAREHOLDERS. The execution
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and delivery of this Agreement have been authorized by the Trustees of the Trust
and signed by an authorized officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or shareholders of the Trust,
but bind only the trust property of the Trust as provided in the Declaration of
Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officer thereunto duly authorized as of the day and year
first above written.
THE BOSTON COMPANY ADVISORS, INC.
By: /s/
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WPG GROWTH FUND
By: /s/
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ACCOUNTING SERVICES AGREEMENT
FEE SCHEDULE
SCHEDULE A
WPG Growth Fund agrees to pay The Boston Company Advisors Inc. the
following fee. Such fee to be calculated on the daily net assets of the Trust.
First Year .0003
Second Year .0004
There is a monthly minimum fee of $1,000 for any new portfolio
introduced by ▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇.
SPECIAL SERVICES
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Fees for activities of a nonrecurring nature such as portfolio
consolidation or reorganizations, extraordinary shipments and the preparation of
special reports will be subject to negotiation.
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