MULTIPLE SERVICES AGREEMENT
This Agreement, dated as of the 22nd day of January, 1997 made
by and between Beacon Global Advisors Trust (the "Trust"), a business
trust operating as an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the
"Act"), duly organized and existing under the laws of the State of
Delaware and FPS Services, Inc. ("FPS"), a corporation duly organized
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 which 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 FPS; and
WHEREAS, the Parties desire to enter into an agreement whereby
FPS will provide necessary and appropriate administrative, transfer
agency, fund accounting and custody administration services to the
Trust, including but not limited to those specified herein and in
Schedule "A"; and
WHEREAS, FPS is willing to provide such services and perform
such functions upon the terms and conditions set forth below; and
WHEREAS, the Trust will provide all necessary information to
FPS so that FPS may appropriately execute its responsibilities
hereunder;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and in exchange of good and valuable
consideration, the sufficiency and receipt of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, do
hereby agree as follows:
GENERAL PROVISIONS
Section 1. Appointment The Trust hereby appoints FPS as
servicing agent to the Trust and FPS hereby accepts such appointment.
In order that FPS may perform its duties under the terms of this
Agreement, the Board of Trustees of the Trust shall direct the
officers, investment adviser, legal counsel, independent accountants
and custodian of the Trust to cooperate fully with FPS and, upon
request of FPS, to provide such information, documents and advice
relating to the Trust which FPS requires to execute its
responsibilities hereunder. In connection with its duties, FPS will
be entitled to rely, and will be held harmless by the Trust when
acting in reasonable reliance, upon the instruction, advice or any
documents relating to the Trust as provided to FPS by any of the
aforementioned persons on behalf of the Trust. All fees charged by
any such persons acting on behalf of the Trust will be deemed an
expense of the Trust.
Any activities performed by FPS under this Agreement will
conform to the requirements of:
(1) the provisions of the Act and the Securities Act of
1933, as amended, and any rules or regulations in
force thereunder;
(2) any other applicable provision of state and federal law;
(3) the provisions of the Trust Instrument and the By-Laws of
the Trust, as amended from time to time;
(4) any policies and determinations of the Board of Trustees
of the Trust; and
(5) the policies of the Trust as reflected in the
Trust's registration statement filed pursuant to
the Act.
Nothing in this Agreement will prevent FPS or any officer
thereof from providing the same or comparable services for or with
any other person, firm or corporation. While the services supplied
to the Trust may be different than those supplied to other persons,
firms or corporations, FPS will provide the Trust equitable treatment
in supplying services. The Trust recognizes that it will not receive
preferential treatment from FPS as compared with the treatment
provided to other FPS clients.
Section 2. Duties and Obligations of FPS
(a) Subject to the direction and control of the Board
of Trustees of the Trust, FPS will provide all necessary and
appropriate administrative, transfer agency, fund accounting and
custody administration services, including but not limited to those
as set forth in this Agreement and in Schedule "A" attached hereto,
which is incorporated by reference into this Agreement.
Section 3. Definitions For purposes of this Agreement:
"Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be
given to the custodian which is actually received by the custodian
and signed on behalf of the Trust by any two officers, and the term
Certificate shall also include instructions communicated to the
custodian by FPS.
"Custodian" shall refer to that agent which provides
safekeeping of the assets of the Trust.
"Instructions" shall mean instructions communications
transmitted by electronic or telecommunications media including, but
not limited to, I.S.I.T.C., computer-to-computer interface, dedicated
transmission line, facsimile transmission (which may be signed by an
officer or unsigned) and tested telex.
"Oral Instruction" will mean an authorization, instruction,
approval, item or set of data, or information of any kind transmitted
to FPS in person or by telephone, telegram, telecopy or other
mechanical or documentary means lacking original signature, by a
person or persons reasonably identified to FPS to be a person or
persons so authorized by a resolution of the Board of Trustees of the
Trust to give Oral Instructions to FPS on behalf of the Trust.
"Shareholders" will mean the registered owners of the shares of
the Trust in accordance with the share registry records maintained by
FPS for the Trust.
"Shares" will mean the issued and outstanding shares of the
Trust.
"Signature Guarantee" will mean the guarantee of signatures by
an "eligible guarantor institution" as defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Eligible guarantor institutions include banks, brokers, dealers,
credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations. Broker-dealers
guaranteeing signatures must be members of a clearing
corporation or maintain net capital of at least $100,000. Signature
guarantees will be accepted from any eligible guarantor institution
which participates in a signature guarantee program.
"Written Instruction" will mean an authorization, instruction,
approval, item or set of data or information of any kind transmitted
to FPS in an original writing containing an original signature or a
copy of such document transmitted by telecopy including transmission
of such signature reasonably identified to FPS to be the signature of
a person or persons so authorized by a resolution of the Board of
Trustees of the Trust, or so identified by the Trust to give Written
Instructions to FPS on behalf of the Trust.
The Trust will file with FPS a certified copy of each
resolution of the Trust's Board of Trustees authorizing execution of
Written Instructions or the transmittal of Oral Instructions as
provided above.
Section 4. Indemnification
(a) FPS, its directors, officers, employees, shareholders, and
agents will be liable for any loss suffered by the Trust in
connection with the performance of the services under this Agreement
that result from willful misfeasance, bad faith, negligence or
reckless disregard on the part of FPS 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 FPS, who may be or become an
officer, trustee, employee or agent of the Trust, will be deemed,
when rendering services to the Trust, or acting on any business of
the Trust (other than services or business in connection with FPS'
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 FPS even though
such person may be receiving compensation from FPS.
(c) The Trust agrees to indemnify and hold FPS harmless,
together with 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 FPS may sustain or incur or which may be asserted
against FPS by any person by reason of, or as a result of:
(i) any action taken or omitted to be taken by FPS except
claims, demands, expenses and liabilities arising from willful
misfeasance, bad faith, negligence or reckless disregard on the part
of FPS in the performance of its obligations and duties under this
Agreement; or
(ii) any action taken or omitted to be taken by FPS in
reliance upon any Certificate, instrument, order or stock certificate
or other document reasonably believed by FPS to be genuine and
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 FPS; or
(iii) the offer or sale of shares of the Trust to any
person, natural or otherwise, which is in violation of any state or
federal law.
If a claim is made against FPS as to which FPS may seek
indemnity under this Section, FPS will notify the Trust promptly
after any written assertion of such claim threatening to institute an
action or proceeding with respect thereto and will notify the Trust
promptly of any action commenced against FPS within ten (10) days
after FPS has been served with a summons or other legal process,
giving information as to the nature and basis of the claim. Failure
to notify the Trust will not, however, relieve the Trust from any
liability which it may have on account of the indemnity under this
Section so long as the Trust has not been prejudiced in any material
respect by such failure.
The Trust and FPS will cooperate in the control of the defense
of any action, suit or proceeding in which FPS is involved and for
which indemnity is being provided by the Trust to FPS. The Trust may
negotiate the settlement of any action, suit or proceeding subject to
FPS' approval, which will not be unreasonably withheld. FPS reserves
the right, but not the obligation, to participate in the defense or
settlement of a claim, action or proceeding with its own counsel.
Costs or expenses incurred by FPS in connection with, or as a result
of, such participation will be borne solely by the Trust if:
(i) FPS has received an opinion of counsel from counsel
to the Trust stating that the use of counsel to the Trust by FPS
would present an impermissible conflict of interest;
(ii) the defendants in, or targets of, any such action or
proceeding include both FPS and the Trust, and legal counsel to FPS
has reasonably concluded that there are legal defenses available to
it which are different from or additional to those available to the
Trust or which may be adverse to or inconsistent with defenses
available to the Trust (in which case the Trust will not have the
right to direct the defense of such action on behalf of FPS); or
(iii) the Trust authorizes FPS to employ separate counsel
at the expense of the Trust.
(d) Indemnification by FPS. FPS shall indemnify and hold the
Trust and any of its series harmless from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributed to any action or failure or
omission to act by FPS as a result of FPS' lack of good faith,
negligence, willful misconduct or negligence.
(e) The terms of this Section will survive the termination of
this Agreement.
Section 5. Limitation of Liability. FPS is expressly put on
notice of the limitation of liability as set forth in the Trust
Instrument and agrees that the obligations assumed by the Trust
pursuant to this Agreement shall be limited in any case to the Trust
and its assets and that FPS shall not seek satisfaction of any such
obligations from the shareholders of the Trust, the Trustees,
officers, employees or agents of the Trust, or any of them.
Section 6. Compensation The Trust agrees to pay FPS
compensation for its services, and to reimburse it for expenses, at
the rates, times and amounts as set forth in Schedule "B" attached
hereto and incorporated herein by reference, and as will be set forth
in any amendments to such Schedule "B" agreed upon in writing by the
Trust and FPS.
For the purpose of determining fees payable to FPS, the value
of the Trust's net assets will be computed at the times and in the
manner specified in the Trust's Prospectus and Statement of
Additional Information then in effect. The Trust will be billed for
reimbursement of any out-of-pocket expenses paid by FPS on behalf of
the Trust within the first ten calendar days of the month following
the month in which such out-of-pocket expenses were incurred.
Upon written approval of an invoice by one officer of the Trust
who is not an interested person of FPS, FPS is authorized to collect
such fees by debiting the Trust's custody account in the amount of
the invoices rendered for services performed under this Agreement.
During the term of this Agreement, should the Trust seek
services or functions in addition to those outlined below or in
Schedule "A" attached hereto, a written amendment to this Agreement
specifying the additional services and corresponding compensation
will be executed by both FPS and the Trust.
Section 7. Days of Operation. Nothing contained in this
Agreement is intended to or will require FPS, 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 ("NYSE") is closed. Functions or duties normally scheduled
to be performed on such days will be performed on, and as of, the
next succeeding business day on which the NYSE is open.
Notwithstanding the foregoing, FPS will compute the net asset value
of the Trust on each day required pursuant to Rule 22c-1 promulgated
under the Act.
Section 8. Inspection and Ownership of Trust Records. In the
event that any request or demand for the inspection of the records of
the Trust, FPS will use its best efforts to notify the Trust and to
secure instructions as to permitting or refusing such inspection.
FPS may, however, make such records available for inspection to any
person in any case where it is advised in writing by its counsel that
it may be held liable for failure to do so after notice to the Trust.
FPS recognizes that the records it maintains for the Trust are
the property of the Trust and will be surrendered to the Trust upon
written notice to FPS as outlined under Section 9.(c) below and the
payment in advance of any fees owed to FPS. FPS agrees to maintain
the records and all other information of the Trust in a confidential
manner and will not use such information for any purpose other than
the performance of FPS' duties under this Agreement.
Section 9. Duration and Termination
(a) The initial term of this Agreement will be for the period
of three (3) years, commencing on the date which the Trust's
registration statement is declared effective by the U.S. Securities
and Exchange Commission ("Effective Date") and will continue
thereafter subject to termination by either Party as set forth in
subsection (c) below.
(b) The fee schedules set forth in Schedule "B" attached
hereto will be fixed for two (2) years commencing on the Effective
Date of this Agreement and will continue thereafter subject to their
review and any adjustment.
(c) After the initial term of this Agreement, the Trust or FPS
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, which date will not be less than one hundred twenty (120)
days after the date of receipt of such notice. Prior to the
effective termination date, the Trust will pay to FPS such
compensation as may be due as of the date of termination and will
likewise reimburse FPS for any out-of-pocket expenses and
disbursements reasonably incurred by FPS to such date.
(d) In connection with the termination of this Agreement, if a
successor to any of FPS' duties or responsibilities under this
Agreement is designated by the Trust by written notice to FPS, FPS
will promptly, upon such termination and at the expense of the Trust,
transfer all records which belong to the Trust and will provide
reasonable cooperation in transferring such records to the named
successor.
(e) Should the Trust desire to move any of the services
outlined in this Agreement to a successor service provider prior to
the expiration of the notice period, FPS shall make a reasonable
effort to facilitate the conversion on such prior date, however,
there can be no guarantee that FPS will be able to facilitate a
conversion of services prior to the end of the notice period. Should
services be converted to a successor service provider prior to the
end of the notice period, or the Trust is liquidated or its assets
merged or purchased or the like with another entity, payment of fees
to FPS shall be accelerated to a date prior to the conversion or
termination of services and calculated as if the services had
remained at FPS until the expiration of the notice period and at the
asset levels on the date of conversion or termination.
(f) Notwithstanding the foregoing, this Agreement may be
terminated at any time by either party in the event of a material
breach by the other party involving negligence, willful misfeasance,
bad faith or a reckless disregard of its obligations and duties under
this Agreement and such breach shall have remained unremedied for
sixty days or more after receipt of written specification thereof.
Section 10. Notices Except as otherwise provided in this
Agreement, any notice or other communication required by or permitted
to be given in connection with this Agreement will be in writing, and
will be delivered in person or sent by first class mail, postage
prepaid or by prepaid overnight delivery service to the respective
parties as follows:
If to the Trust: If to FPS:
Beacon Global Advisors Trust FPS Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Drive, ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ King of Prussia, PA 19406-0903
Attention: ▇▇▇▇▇▇▇ ▇. OllenAttention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
President
Section 11. Amendment No provision of this Agreement may be
amended or modified in any manner except by a written agreement
properly authorized and executed by FPS and the Trust. This Agreement
may be amended from time to time by supplemental agreement executed
by the Trust and FPS and the compensation stated in Schedule "B"
attached hereto may be adjusted accordingly as mutually agreed upon.
Section 12. Authorization The Parties represent and warrant
to each other that the execution and delivery of this Agreement by
the undersigned officer of each Party has been duly and validly
authorized; and when duly executed, this Agreement will constitute a
valid and legally binding enforceable obligation of each Party.
Section 13. Counterparts This Agreement may be executed in
two or more counterparts, each of which when so executed will be
deemed to be an original, but such counterparts will together
constitute but one and the same instrument.
Section 14. Assignment This Agreement will extend to and be
binding upon the parties hereto and their respective successors and
assigns; provided, however, that this Agreement will not be
assignable by the Trust without the written consent of FPS or by FPS
without the written consent of the Trust authorized or approved by a
resolution by its respective Boards of Directors and Trustees.
Section 15. Governing Law This Agreement will be governed by
the laws of the Commonwealth of Pennsylvania and the exclusive venue
of any action arising under this Agreement will be ▇▇▇▇▇▇▇▇▇▇ County,
Commonwealth of Pennsylvania.
Section 16. Severability 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 will
be considered severable and not be affected and the rights and
obligations of the parties will be construed and enforced as if the
Agreement did not contain the particular part, term or provision held
to be illegal or invalid, provided that the basic agreement is not
thereby substantially impaired.
Section 17. Timing of Receipt of Oral and Written Instructions
as they pertain to shareholders and share transactions For an
instruction to be deemed properly received, FPS shall receive as of
the close of each business day or on such other schedule as the Trust
determines is necessary, such Written or Oral Instructions (to be
delivered to FPS no later than 11:00 a.m. Eastern time, the next
following business day) containing all data and information necessary
for FPS to maintain the Trust's records, and FPS may conclusively
assume that the information it receives by Written or Oral
Instructions is complete and accurate.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement consisting of nine typewritten pages, together with
Schedules "▇," "▇" and "C" to be signed by their duly authorized
officers as of the day and year first above written.
Beacon Global Advisors Trust FPS Services, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Schedule "A"
SERVICES TO BE PROVIDED BY FPS SERVICES, INC.
FPS will (i) provide its own office space, facilities, equipment and
personnel for the performance of its duties under this Agreement; and
(ii) take all actions it deems necessary to properly execute its
responsibilities hereunder.
I. Regulatory Compliance
A. Compliance - Investment Company Act of 1940, as amended
1. Review, report and renew
a. investment advisory contracts
b. fidelity bond
c. underwriting contracts, if applicable
d. distribution (12b-1) plans, if applicable
e administration contracts
f. accounting contracts
g. custody administration contracts
h. custody contract
i. transfer agent and shareholder services
contracts
2. Filings
a N-SAR (semi-annual report)
b. N-1A (Prospectus), post-effective
amendments and supplements thereto
("stickers")
c. 24f-2: indefinite registration of shares
d. Filing fidelity bond under 17g-1
e. Filing shareholder reports under 30(b)2-1
3. Annual up-dates of biographical and financial
information through questionnaires for Trustees
and Officers
B. Compliance - Other
1. applicable stock exchange rules
2. applicable state tax laws
II. Corporate Business and Shareholder/Public Information
A. Trustees/Management
1. Preparation of Trustees' meetings
a. agendas - all necessary items of
compliance
b. arrange and conduct meetings
c. prepare minutes of meetings
d. keep attendance records
e. maintain corporate records minute book
B. Coordinate Proposals
1. Printers
2. Auditors
3. Literature fulfillment
4. Insurance
C. Maintain Corporate Calendars and Files
D. Release Corporate Information (as directed by
management)
1. To shareholders
2. To financial and general press
3. To industry publications
a. distributions (dividends and capital
gains)
b. tax information
c. changes to prospectus
d. letters from management
e. fund performance
4. Respond to:
a. financial press
b. miscellaneous shareholders inquiries
c. industry questionnaires
E. Communications to Shareholders
1. Coordinate printing and distribution of annual,
semi-annual reports,
and prospectus
III. Financial and Management Reporting
A. Income and Expenses
1. Expense figures calculated and accrual levels set
2. Monitoring of expenses and expense caps (monthly)
3. Approve and coordinate payment of expenses
4. Checking Account Reconciliation (monthly) and
establish expense checking account
5. Calculation of advisory fee, 12b-1 fee and
reimbursements to Trust, if applicable
6. Authorize the recording and amortization of
organizational costs and pre-paid expenses
(supplied by Advisor), for start-up funds and
reorganizations
7. Calculation of average net assets
8. Expense ratios calculated
B. Distributions to Shareholders
1. Projections of dividend distribution amounts
2. Calculations of dividends and capital gain
distributions (in conjunction with the Trust and
its auditors)
a. compliance with income tax provisions
b. compliance with excise tax provisions
c. compliance with Investment Company Act of
1940, as amended
3. Book/Tax identification and adjustments at required
distribution periods
(in conjunction with the Trust and its auditors)
C. Financial Reporting
1. Liaison between fund management, independent
auditors and printers
for shareholder reports
2. Preparation of semi-annual and annual reports to
shareholders
3. 60 day delivery to shareholders
4. Preparation of semi-annual and annual N-SAR's
(Financial Data)
5. Preparation of Financial Statements for required
SEC Post-Effective
Amendments (if applicable)
6. Preparation of required performance graph
(annually)(based on management supplied
indicies)
D. Subchapter M Compliance (monthly)
1. Asset diversification test
2. Short/short test
3. Income qualification test
E. Other Financial Analysis
1. Upon request from fund management, other
budgeting and analyses can be constructed to
meet a fund's specific needs (additional fees
may apply)
2. Sales information, portfolio turnover (monthly)
3. Work closely with independent auditors on return
of capital disclosure and presentation, excise
tax calculation
4. Monthly performance calculation (total return)
5. 1099 Miscellaneous - prepared and filed Trustees
(annual)
6. Annual analysis of interest derived from various
Government obligations and prepare detail
schedule showing same
7. Review 1099-DIV information for accuracy
F. Review and Monitoring Functions (monthly)
1. Review expense and reclassification entries to ensure
proper update
2. Perform various reviews to ensure accuracy of
subscription/liquidation schedules, the monthly
expense analysis and daily review of bank statements
to ensure accurate expense movements
3. Review accruals and expenditures (where
applicable)
G. Preparation and distribution of monthly operational
reports to management by 10th Business Day
1. Management Statistics (Recap)
a. portfolio summary
b. book gains/losses/per share
c. net income, book income/per share
d. capital stock activity
e. distributions
2. Performance Analysis
a. total return
b. monthly, quarterly, year to date, average annual
returns
3. Expense Analysis
a. schedule
b. summary of due to/from Advisor
c. expenses paid
d. expense cap
e. accrual monitoring
f. advisory fee
4. Short-Short Analysis
a. short-short income
▇. ▇▇▇▇▇ income (components)
5. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
6. Asset Diversification Test
▇. ▇▇▇▇▇ assets
b. non-qualifying assets
7. Activity Summary
a. shares sold, redeemed and reinvested
b. change in investment
H. Provide rating agencies statistical data as requested
(monthly/quarterly)
I. Standard schedules for Board Package (Quarterly)
1. Activity Summary (III-G-7 from above)
2. Expense analysis
3. Other schedules can be provided (additional fees
may apply)
IV. Services Related to Portfolio Valuation and Accounting
All financial data provided to, processed, and reported by FPS
under this Agreement shall be stated in United States dollars.
FPS' obligation to convert, equate or deal in foreign
currencies or values extends only to the accurate transposition
of information received from the various pricing and
information services.
A. Daily Accounting Services
1. Calculate Net Asset Value ("NAV") and Offering Price
Per Share:
Update the daily market value of securities held by
the Trust using FPS' standard agents for pricing
domestic equity and bond securities. The domestic
equity pricing services employed by FPS are
Reuters, Inc., ▇▇▇▇▇▇ Data Corporation, ▇.▇. ▇▇▇▇▇
Co., Inc. and Interactive Data Corporation (IDC).
▇▇▇▇▇▇ Data, Telerate Systems, Inc., ▇.▇. ▇▇▇▇▇
Co., Inc. and IDC are employed by FPS for bond and
money market prices/yields. Bloomberg is available
and used for price research.
Enter limited number of manual prices supplied by
the Trust.
Prepare NAV proof sheets. 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 the Trust and pricing sources of noted
variances.
Review for ex-dividend items indicated by pricing
sources; trace to Trust's general ledger for
agreement.
Communicate required pricing information
(NAV/Offering Price) to Trust's Advisor, agent
performing shareholder servicing and electronically
to NASDAQ.
2. Determine and Report Cash Availability to Trust by
approximately 9:30 a.m. Eastern Time:
Receive daily cash and transaction statements from
the custodian by 8:30 a.m. Eastern time.
Receive previous day shareholder activity reports
from the Trust's agent providing services related
to shareholders and share transactions by 8:30 A.m.
Eastern time.
Fax hard copy of 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 Trust and the
Trust's Custodian.
3. Reconcile and Record All Daily Expense Accruals:
Accrue expenses based on budget supplied by the
Advisor either as percentage of net assets or
specific dollar amounts.
If applicable, monitor expense limitations
established by the Advisor.
If applicable, accrue daily amortization of
organizational expense.
If applicable, completed daily accrual of 12b-1
expenses.
4. Verify and Record All Daily Income Accruals for Debt
Issues:
Review and verify all system generated interest and
amortization reports
Establish unique security codes for bond issues to
permit segregated trial balance income reporting.
5. Monitor Domestic Securities held for cash
dividends, corporate actions 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 the Custodian to monitor timely
collection and postings of corporate actions,
dividends and interest.
6. Enter All Security Trades on Investment Accounting
System (IAS) based on written instructions from
Trust's Advisor.
Review system verification of trade and interest
calculations.
Verify settlement through the statements supplied
by the Custodian.
Maintain security ledger transaction reporting.
Maintain tax lot holdings.
Determine realized gains or losses on security
trades.
Provide complete broker commission reporting.
7. Enter All Fund Share Transactions on IAS:
Process activity identified on reports supplied by
the Trust's agent providing services related to
shareholders and share transactions.
Verify settlement through the statements supplied
by the Trust's Custodian.
Reconcile report balances to the Trust's agent
providing services related to shareholders and
share transactions.
8. Prepare and Reconcile/Prove Accuracy of the Daily
Trial Balance (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 Trust's general ledger net cash proof used
in NAV calculation.
9. Review and Reconcile with Custodian Statements:
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.
10. Submission of Daily Accounting Reports to Trust:
(Additional reports readily available.)
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 and 3-day Cash Projection Report.
B. Monthly Accounting Services
1. Full Financial Statement Preparation (automated
Statements of Assets and Liabilities, of Operations
and of Changes in Net Assets) and submission to
Advisor by 10th business day.
2. Submission of Monthly Automated IAS Reports to
Advisor:
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:
Report any security balance discrepancies to the
Custodian and the Advisor.
4. Provide Monthly Analysis and Reconciliation of
Additional Trial Balance Accounts,
such as:
Security cost and realized gains/losses
Interest/dividend receivable and income
Payable/receivable for securities purchased and
sold
Payable/receivable for Trust's shares; issued and
redeemed
Expense payments and accruals analysis
5. If Appropriate, Prepare and Submit to Beacon Global
Advisors, Inc.(additional fees may apply):
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.
C. Annual (and Semi-Annual) Accounting Services
1. Annually assist and supply 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 semi-annual N-SAR Reporting (Accounting Questions):
If applicable for the Trust, 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 and 76.
D. Accounts and Records
On each day the NYSE is open for regular trading and subject to
the proper receipt (via Oral or Written Instructions) by FPS of
all information required to fulfill its duties under this
Agreement, FPS will maintain and keep current the following
Accounts and Records and any other records required to be kept
pursuant to Rule 31a-1 of the Act relating to the business of
the Trust in such form as may be mutually agreed upon between
the Trust and FPS:
(1) Net Asset Value Calculation Reports;
(2) Cash Receipts Report;
(3) Cash Disbursements Report;
(4) Dividends Paid and Payable Schedule;
(5) Purchase and Sales Journals - Portfolio Securities;
(6) Subscription and Redemption Reports;
(7) Security Ledgers - Transaction Report and Tax Lot Holdings Report;
(8) Broker Ledger - Commission Report;
(9) Daily Expense Accruals;
(10) Daily Interest Accruals;
(11) Daily Trial Balance;
(12) Portfolio Interest Receivable and Income Reports;
(13) Portfolio Dividend Receivable and Income Reports;
(14) Listing of Portfolio Holdings - showing cost,
market value and percentage of portfolio comprised
of each security; and
(15) Average Daily Net assets provided on monthly basis.
E.Protocol concerning accuracy of Pricing Portfolio Securities
and NAV Price Changes
FPS shall perform the ministerial calculations necessary to
calculate the net asset value each day that the New York Stock
Exchange is open for business, in accordance with; (i) the
current Prospectus and Statement of Additional Information for
the Trust, and (ii) procedures with respect thereto approved by
the Board of Trustees of the Trust and supplied in writing to
FPS. Portfolio items for which market quotations are available
by FPS' use of an automated financial information service (the
"Service") shall be based on the closing prices of such Service
except where the Trust or the Advisor has given or caused to be
given specific Written or Oral Instructions to utilize a
different value subject to the appropriate provisions in the
Trust's Prospectus and Statement of Additional Information then
in effect. All of the portfolio securities shall be given such
values as the Trust or the Advisor provides by Written or Oral
Instructions including all restricted securities and other
securities requiring valuation not readily ascertainable solely
by such Service subject to the appropriate provisions in the
Trust's Prospectus and Statement of Additional Information then
in effect.
FPS will have no responsibility or liability for (i) the
accuracy of prices quoted by such Service; (ii) the accuracy of
the information supplied by the Trust; or (iii) any loss,
liability, damage, or cost arising out of any inaccuracy of
such data. FPS will 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 FPS in
usable form. FPS will record corporate action information as
received from the Custodian, the Service or the Trust. FPS
will not have any duty to gather or record corporate action
information not supplied by these sources.
FPS will assume no liability for price changes caused by the
Advisor or any subadvisor, Custodian, suppliers of security
prices, corporate action and dividend information, or any party
other than FPS itself.
In the event an error is made by FPS which creates a price
change of an amount greater than or equal to one half of one
percent of the correct net asset value ("NAV"), consideration
must be given to the effect of the price change as described
below.
(a) 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 to which they were entitled.
Conversely, if the NAV should have been lower, the
error would have the effect of having given less
shares to subscribers and overpaying redeemers.
(b) If the error affects the prior business day's NAV
only and if FPS can rerun the prior day's work
before shareholder statements and checks are
mailed, the Trust hereby accepts this manner of
correcting the error.
(c) If the error spans five (5) business days or less,
FPS will reprocess shareholder purchases and
redemptions where redeeming shareholders have been
underpaid. FPS will assume liability to the Trust
for overpayments to shareholders who have fully
redeemed.
(d) If the error spans more than five (5) business
days, FPS would bear the liability to the Trust
for: (i) paying for the excess shares given to
shareholders if the NAV should have been higher; or
(ii) 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 amounts of money will also be borne
by FPS.
F. Protocol regarding Receipt of Instructions
For all purposes under this Agreement, FPS 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 will be delivered,
and in cases where FPS receives an Instruction, whether Written
or Oral, to enter a portfolio transaction on the records, the
Trust will cause the broker/dealer to send a written
confirmation to the Custodian. FPS will be entitled to rely on
the first Oral or Written Instruction received and any act or
omission undertaken in compliance therewith will 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 FPS is countermanded by a subsequent
Written or Oral Instruction received by FPS prior to acting
upon such countermanded Instruction, FPS will act upon such
subsequent Written or Oral Instruction. The sole obligation of
FPS with respect to any follow-up or confirmatory Written
Instruction or Oral Instruction in documentary or written form
will 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 will be responsible, at the Trust's expense, for taking
any action, including any reprocessing, necessary to correct
any discrepancy or error. To the extent such action requires
FPS to act, the Trust will give FPS specific Written
Instruction as to the action required.
V. Assumptions Regarding Portfolio Valuation and Accounting
(The Fees as set forth in Schedule "B" are based on the
following assumptions. To the extent these assumptions are
inaccurate or requirements change, fee revisions may be
necessary.)
Basic Assumptions:
1. The Trust's portfolio asset composition will be primarily
domestic equities. Trading activity is expected to be
moderate with an annual turnover rate not to exceed 100%.
2. The Trust 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. FPS does not provide security tax
accounting which differs from its book accounting under
this fee schedule
3. The Trust agrees to the use of FPS' standard current
pricing services for domestic equity and debt securities.
It is assumed that FPS will work closely with the Trust
to ensure the accuracy of the Trust's NAV and
distribution rates and to obtain the most satisfactory
pricing sources and specific methodologies prior to the
actual start-up date. The Trust will establish security
variance procedures to minimize NAV and distribution rate
miscalculations.
4. To the extent the Trust requires a limited number of
daily security prices from specific brokers for domestic
securities (as opposed to pricing information received
electronically), these manual prices will be obtained by
the Trust's Advisor and faxed to FPS by 4:00 p.m. Eastern
time for inclusion in the NAV calculations. The Advisor
will supply FPS with the appropriate pricing contacts for
these manual quotes.
5. Procedural discussions between FPS and the Trust are
required to clarify the appropriate pricing and dividend
rate sources if the Trust invests in regulated investment
companies (RIC's). Depending on the methodologies
selected by the Trust, additional fees may apply.
6. FPS 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 Advisor to review these
reports and to promptly notify FPS of any possible
problems, trade discrepancies, incorrect security prices
or corporate action/capital change information that could
result in a misstated NAV.
7. The Trust does not currently expect to invest in open-end
regulated investment companies (RIC's), mortgage backed
securities, swaps, futures, ▇▇▇▇▇▇, derivatives or
foreign (non-US dollar denominated) securities and
currency. To the extent these investment strategies
should change, additional fees will apply after the
appropriate procedural discussions have taken place
between FPS and Trust management. (Two weeks advance
notice is required should the Trust commence trading in
these investments.)
8. The Trust will supply FPS with critical income
information such as accrual methods, interest payment
frequently details, coupon payment dates, floating rate
reset dates, and complete security descriptions with
issue types and CUSIP numbers for all debt issues. The
Trust's Advisor shall supply the yield to maturity and
related cash flow schedules for any mortage/asset-backed
securities held in the Trust.
9. The Advisor will supply/support FPS in timely receipt of
dividend information and return of capital
characterization for the REITs held in the Trust. To the
extent applicable, FPS will maintain on a daily basis US
dollar denominated qualified covered call options and
index options reporting on the daily Trial Balance and
value the respective options and underlying positions.
This Agreement does not provide for tax classifications
if they are required.
10. The Trust is responsible for the establishment and
monitoring of any segregated accounts pertaining to any
Line of Credit. FPS will reflect appropriate Trial
Balance account entries and interest expense accrual
charges on the daily Trial Balance adjusting as necessary
at month-end.
11. If the Trust commences participation in security lending,
leveraging, or short sales within their portfolio
securities, additional fees will apply. (Two weeks
advance notice to FPS is required should the Trust desire
to participate in the above.)
12. The Trust will supply FPS with portfolio specific expense
accrual procedures and monitor the expense accrual
balances for adequacy based on outstanding liabilities
monthly.
13. Specific deadlines will be met and complete information
will be supplied by the Trust in order to minimize any
settlement problems, NAV miscalculations or income
accrual adjustments.
The Trust will direct the Advisor to provide Trade
Authorization Forms to FPS with the appropriate officer's
signature on all security trades placed by the Trust no
later than 12:30 p.m. Eastern time on settlement/value
date for short term money market securities issues
(assuming that trade date equals settlement date); and by
11:00 a.m. Eastern time on trade date plus one for non-money
market securities. Receipt by FPS of trade
information within these identified deadlines may be via
telex, fax or on-line system access. The Advisor will
supply FPS with the trade details in accordance with the
above stated deadlines.
The Advisor will provide all information required by FPS,
including CUSIP numbers and/or ticker symbols for all US
dollar denominated trades on the Trade Authorization,
telex or on-line support. FPS will supply the Advisor
with recommended trade ticket documents to minimize
receipt of incomplete information. FPS will not be
responsible for NAV changes or distribution rate
adjustments that result from incomplete trade
information.
14. To the extent the Trust utilizes purchases in-kind (U.S.
dollar denominated securities only) as a method for
shareholder subscriptions, FPS will provide the Trust
with procedures to properly handle and process such
transactions. Should the Trust prefer procedures other
than those provided by FPS, additional fees may apply.
Discussions shall take place at least two weeks in
advance between FPS and the Trust to clarify the
appropriate in-kind operational procedures to be
followed.
15. The Parties will establish mutually agreed upon
amortization procedures and accretion requirements for
debt issues held by the Trust prior to commencement of
operations. Adjustments for financial statements
regarding any issues with original issue discount (OID)
are not included under this Agreement. The Trust will
direct its independent auditors to complete the necessary
OID adjustments for financial statements and/or tax
reporting.
16. The Trust is not currently expected to issue separate
classes of shares. To the extent it does, additional
fees will be negotiated.
VI. Services Related to Shareholders and Share Transactions
A. Shareholder File
1. Establish new accounts and enter demographic
data into shareholder base. Includes in-house
processing and NSCC - FundSERV - Networking
transmissions.
2. Create Customer Information File (CIF) to link
accounts within the Trust and across funds
within the Trust. Facilitates account
maintenance, lead tracking, quality control,
household mailings and combined statements.
3. Maintain account and customer file records,
based on shareholder request and routine quality
review.
4. Maintain tax ID certification and NRA records
for each account, including backup withholding.
5. Provide written confirmation of address changes.
6. Produce shareholder statements for daily
activity, dividends, on-request, third party and
periodic mailings.
7. Establish and maintain dealer file by fund
group, including dealer, branch, representative
number and name.
8. Automated processing of dividends and capital
gains with daily, monthly, quarterly or annual
distributions. Payment options include
reinvestment, directed payment to another fund,
cash via mail, Fed wire or ACH.
9. Image all applications, account documents, data
changes, correspondence, monetary transactions,
and other pertinent shareholder documents.
10. Record issuance transfer and redemption
transactions.
B. Shareholder Services
1. Answer shareholder calls: provide routine
account information, transaction details
including direct and wire purchases,
redemptions, exchanges systematic withdraws,
pre-authorized drafts, FundSERV and wire order
trades, problem solving and process telephone
transactions.
2. Silent monitoring of telephone representative
calls by the phone supervisor during live
conversations to ensure exceptional customer
service.
3. Record and maintain tape recordings of all
shareholder calls for a six month period.
4. Phone Supervisor produces daily management
reports of shareholder calls which include
tracking volumes, call lengths, average wait
time and abandoned call rates to ensure quality
service.
5. Provide quality assurance of phone routing by
the unit Assistant Phone Supervisor through
verification of the Rolm in house computer
terminal linkage.
6. Customer inquiries received by letter or
telephone are researched by a correspondence
team. Inquiries include: account/customer file
information, complete historical account
information, stop payments on checks and
transaction details.
7. Provide written correspondence in response to
shareholder inquiries. Provide written requests
for informational purposes (e.g., received
unclear shareholder instructions). Whenever
possible, unclear shareholder instructional
letters are handled by a phone call to the
shareholder from our phone representatives to
avoid delay in processing of the request.
C. Investment/Purchase Processing
1. Establish and maintain Rights of Accumulation
and Letter of Intent files.
2. Initial investment (checks or Fed wires) and
issuance of Shares consistent with the Trust
Instrument and registration then in effect.
3. Subsequent investments (checks or Fed wires)
processed through lock box.
4. Pre-authorized investments (PAD) through ACH
system.
5. Government allotments through ACH system.
6. Prepare and process daily bank deposit of
shareholder investments.
7. Share certificates will not be issued except by
special arrangement.
D. Redemption Processing
1. Process letter redemption requests if in proper
form, including signature guarantees.
2. Process telephone redemption transactions.
3. Establish Systematic Withdrawal file and process
automated transactions on monthly basis.
4. Issue checkbooks and process checkbook
redemption through agent bank.
5. Redemption proceeds distributed to shareholder
by check, Fed wire or ACH processing.
E. Exchange & Transfer Processing
1. Process legal transfers.
2. Issue and cancel certificates (if used).
3. Replace certificates through surety bonds (separate charge
to shareholder).
4. Process Automated Customer Account Transfer Service (ACATS)
transfers.
5. Process exchange transactions (letter and telephone requests).
F. Retirement Plans
1. Trust sponsored IRAs offered using Semper Trust
Company as custodian.
Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify ▇▇▇ holders of 70 1/2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit birth date information
2. Trust sponsored SEP-▇▇▇ plans offered using Semper
Trust Company as custodian. Services include
those listed under IRAs and identification of
employer contributions
3. Trust sponsored Qualified plans offered:
a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions
G. Distributions
1. Five business days prior notice of any
distribution is required to FPS so that FPS may
properly plan to process such distribution.
2. FPS will process any distribution through
reinvestment or forward proceeds as appropriate.
H. Settlement & Control
1. Daily review of processed shareholder transactions
to assure input was processed correctly. Accurate
trade activity figures passed to the Trust's agent
which provides portfolio valuations and investment
company accounting by 11:00 a.m. EST.
2. Preparation of daily cash movement sheets to be
passed to the Trust's agent which provides
portfolio valuations and investment company
accounting and custodian bank by 10:00 a.m. EST
for use in determining the Trust's daily cash
availability.
3. Prepare a daily share reconcilement which balances
the shares on the Transfer Agent system to those
on the books of the Trust.
4. Resolve any outstanding share or cash issues that
are not cleared by trade date + 2.
5. Process shareholder adjustments including the
proper notification of any booking entries needed,
as well as any necessary cash movement.
6. Settlement and review of the Trust's declared
dividends and capital gains to include the
following:
a. Review record date report for accuracy of
shares.
b. Preparation of dividend settlement report after
dividend is posted. Verify the posting date
shares, the rate used and the NAV price of
reinvest date to ensure dividend was posted
properly.
c. Distribute copies to the Trust's agent which
provides portfolio valuations and investment
company accounting.
d. Preparation of the checks prior to being
mailed.
e. Sending of any dividends via wires if
requested.
f. Preparation of cash movement sheets for the
cash portion of the dividend payout on payable
date.
7. Placement of stop payments on dividend and
liquidation checks as well as the issuance of
their replacements.
8. Maintain inventory control for stock certificates
and dividend check form.
9. Aggregate tax filings for all FPS clients. Monthly
deposits to the IRS of all taxes withheld from
shareholder disbursements, distributions and
foreign account distributions. Correspond with
the IRS concerning any of the above issues.
10.Timely settlement and cash movement for all
NSCC/FundSERV activity.
11.Uniform Commercial Code or written opinion of
counsel shall control any transaction which does
not include complete documentation.
I. Year-End Processing
1. Maintain shareholder records in accordance with
IRS notices for under-reporting and invalid Tax
IDs. This includes initiating 31% backup
withholding and notifying shareholders of their
tax status and the corrective action which is
needed.
2. Conduct annual W-9 solicitation of all uncertified
accounts. Update account tax status to reflect
backup withholding or certified status depending
upon responses.
3. Conduct periodic W-8 solicitation of all non-resident
alien shareholder accounts. Update
account tax status with updated shareholder
information and treaty rates for NRA tax.
4. Review IRS Revenue Procedures for changes in
transaction and distribution reporting and
specifications for the production of forms to
ensure compliance.
5. Coordinate year end activity with client.
Activities include producing year end statements,
scheduling record dates for year end dividends and
capital gains, production of combined statements
and printing of inserts to be mailed with tax
forms.
6. Prepare Tax year-end confirmation letter for Trust
approval regarding all distributions made
throughout year. Dates and rates must be
confirmed by the Trust so that they can be used
for reporting to the IRS.
7. Coordinate the ordering of form stock envelopes
from vendor in preparation of tax reporting.
Review against IRS requirements to ensure
accuracy. Upon receipt of forms and envelopes
allocate space for storage.
8. Prepare form flashes for the microfiche vendor.
Test and oversee the production of fiche for year
end statements and tax forms.
9. Match and settle tax reporting totals to fund
records and on-line data from Investar.
10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S
and year end valuations. Quality assure forms
before mailing to shareholders.
11. Monitor IRS deadlines and special events such as
cross over dividends and prior year ▇▇▇
contributions.
12. Prepare IRS magnetic tapes and appropriate forms
for the filing of all reportable activity to the
Internal Revenue Service.
J. Client Services
1. An Account Manager is assigned to each
relationship. The Account Manager acts as the
liaison between the Trust and the Transfer Agency
staff. Responsibilities include scheduling of
events, system enhancement implementation, special
promotion/event implementation and follow-up, and
constant Trust interaction on daily operational
issues.
Specifically:
a. Scheduling of dividends, proxies, report
mailings and special mailings.
b. Coordinate with the Trust shipment of materials
for scheduled mailings.
c. Liaison between the Trust and support services
for preparation of proofs and eventual printing
of statement forms, proxy cards, envelopes,
etc.
d. Handle all notification to the client regarding
proxy tabulation through the meeting.
Coordinate scheduling of materials including
voted cards, tabulation letters, and
shareholder list to be available for the
meeting.
e. Order special reports, tapes, discs for special
systems requests received.
f. Implement new operational procedures, e.g.,
check writing feature, load discounts, minimum
waivers, sweeps, telephone options, PAD
promotions, etc.
g. Coordinate with systems, services and
operations, special events, e.g., mergers, new
fund start ups, household mailings, additional
mail files.
h. Prepare standard operating procedures and
review prospectuses for new start up funds and
our current client base. Coordinate
implementation of suggested changes with the
Trust.
i. Liaison between the Trust and the Transfer
Agency staff regarding all service and
operational issues.
2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account
Manager and mailroom. Tabulation of returned
cards.
c. Provide daily report totals to Account Manager
for client notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.
3. Blue Sky Processing
a. Maintain file with additions, deletions,
changes and updates at the Trust's direction.
b. Provide daily and monthly reports to enable the
Trust to do necessary state filings.
The following services are available under a supplementary schedule
of fees:
1. Produce shareholder lists, labels and ad hoc
reports for Advisor as requested.
2. Systematic linkage of shareholder accounts with
exact matches on social security number and
address for the purpose of consolidated account
history reporting. Periodic production of laser
printed combined statements.
3. Production of household mailing labels which
enable the Trust to do special mailings to each
address in the Trust rather than each account.
4. Wire order and NSCC - Fund/SERV trades.
5. Provide wire order and NSCC - Fund/SERV trade
processing.
6. Customized recording of fund prices daily after
regular business hours for shareholder access.
DAILY REPORTS
REPORT NUMBER REPORT DESCRIPTION
-- Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
MONTHLY REPORTS
REPORT DESCRIPTION
Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
Month To Date Sales - Demographics by Account Group
Account Analysis by Type
VII. Services Related to the Administration of the Safekeeping
of the Assets of the Trust:
Pursuant to the appointment by the Trust of FPS to
act as the Trust's agent for the specific purpose of
taking receipt of, and making payment for, custody
services performed on the Trust's behalf by the
Custodian pursuant to an agreement between the
Custodian and the Trust, FPS shall provide the
following services:
(i) accept invoices charged to the Trust for
custody services performed by the Custodian on
the Trust's behalf;
(ii) remit payment to the Custodian for such
services performed;
(iii)coordinate and process portfolio trades through
terminal links with the Custodian;
(iv) input and verify portfolio trades;
(v) monitor pending and failed security trades;
(vi) coordinate communications between brokers and
banks to resolve any operational problems;
(vii)advise the Trust of any corporate action
information, address and follow up on any
dividend or interest discrepancies;
(viii)process the Trust's expenses;
(ix) interface with the accounting services provider
and the transfer agent to research and resolve
custody cash problems; and
(x) provide daily statements of cash and portfolio
transactions and monthly statements of
portfolio positions and other reports.
Schedule "B"
FEE SCHEDULE
FOR
BEACON GLOBAL ADVISORS TRUST
MULTIPLE SERVICES FEE SCHEDULE
This Fee Schedule is fixed for a period of two (2) years from the
Effective Date as that term is defined in the Agreement.
I. Fees related to Administration (Compliance and Financial
Reporting)
A. Subject to a minimum annual fee of $55,000 for the
initial Series' first class of shares and $12,000 for
each additional separate series or class thereof, the
Trust agrees to pay FPS each month an asset based fee
calculated at the annual rate of:
.0015 On the First $ 50 Million of
the Average Net
Assets of the
Trust;
.0010 On the Next $ 50 Million of the
Average Net Assets of
the Trust;
.0005 Over $100 Million of the Average Net
Assets of the Trust
B. Blue Sky Administration
$150/permit/per state/per year (This fee will be
waived in the first year from effective date.)
An additional fee of $25 per filing will be charged
for non-standard filings such as secondary post-effective
amendments, additional classes of shares or
mergers and acquisitions.
II. Fees related to Portfolio Valuation and Accounting
A. Annual Fee Schedule Per Domestic Portfolio (US Dollar
Denominated Securities Only)(1/12th payable monthly
in advance based on the prior month's average daily
combined classes' net assets and number of
portfolios):
$24,000 Minimum to $ 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
.0001 Over $100 Million of Average Net Assets
Additional class of shares is $12,000 minimum per year.
B. Pricing Services Quotation Fee (based on individual CUSIP
or security identification number.) Specific costs will be
identified based upon options selected by The Cruelty Free
Value Fund and will be billed monthly. While we anticipate
that the Fund would be invested in domestic equities, should
the Fund invest in different investments, the following
pricing fees would apply.
Security Types
▇▇▇▇▇▇
Data
Corp.*
Interactive Data
Corp.*
▇.▇.
▇▇▇▇▇▇
Co., Inc.
Government Bonds
$ .50
$ .50
$ .25 (a)
Mortgage-Backed (evaluated,
seasoned, closing)
.50
.50
.25 (a)
Corporate Bonds (short and long
term)
.50
.50
.25 (a)
U.S. Municipal Bonds (short and
long term)
.55
.80
.50 (b)
CMO's/ARM's/ABS
1.00
.80
1.00 (a)
Convertible Bonds
.50
.50
1.00 (a)
High Yield Bonds
.50
.50
1.00 (a)
Mortgage-Backed Factors (per
Issue per Month)
1.00
n/a
n/a
Domestic Equities
(d)
.15
n/a
Domestic Options
n/a
.15
n/a
Domestic Dividends & Capital
Changes
(per Issue per month)
(d)
3.50
n/a
Foreign Securities
.50
.50
n/a
Foreign Securities Dividends &
Capital Changes
(per Issue per Month)
2.00
4.00
n/a
Set-up Fees
n/a
n/a(e)
.25 (c)
All Added Items
n/a
n/a
.25 (c)
* Based on current Vendor costs, subject to change. Costs
are quoted based on individual security CUSIP/identifiers
and are per issue per day.
(a) $35.00 per day minimum
(b) $25.00 per day minimum
(c) $ 1.00, if no cusip
(d) At no additional cost to FPS clients
(e) Interactive Data also charges monthly
transmission costs and disk storage charges.
1) Futures and Currency Forward Contracts - $2.00 per
Issue per Day
2) Reuters, Inc.*
*Based on current vendor costs, subject to change.
FPS does not currently pass along the charges for the
domestic security prices supplied by Reuters, Inc.
3) Telerate Systems, Inc.* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon options
selected and will be billed monthly.
C. SEC 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. For multiple class funds, $1,000
per year per class. Daily SEC yield reporting is available at
$3,000 per year per fund (US dollar denominated securities
only).
III. Fees related to Shareholder Servicing
A. Transfer Agent and Shareholder Services:
$20.00 per account per year per portfolio
$21.00 per account per year per portfolio, 12b-1 trail
$27,000 annual minimum per portfolio, single class*
*This fee is reduced to $24,000/year for the first two years
of a 3-year contract.
B. IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
Annual Maintenance Fee-$12.00 per account per year
(normally charged to participants)
C. FUND/SERV Processing (if applicable)
One time start-up fee of $1,000. Monthly maintenance fee of
$50.00.
D. Networking Processing (If Applicable)
One time start-up fee of $1,000. Monthly maintenance fee of
$75.00.
IV. Fees related to the Administration of the Safekeeping of the
assets of the Trust
A. Domestic Securities and ADRs: (1/12th payable monthly)
.0002 On the First $ 50 Million of
Average Net Assets
.00015 On the Next $150 Million of
Average Net Assets
.000125 Over $200 Million of
Average Net Assets
Minimum monthly fee is $500 per separate series of shares.
B. Custody Domestic Securities Transactions Charge: (billed
monthly)
Book Entry DTC, Federal Book Entry, PTC . . . . $12.00
Physical Securities, Physical GNMA's. . . . . $20.00
RIC's . . . . . . . . . . . . . . . . . . . . $24.50
P & I Paydowns. . . . . . . . . . . . . . . . $ 7.00
Options/Futures . . . . . . . . . . . . . . . $20.00
Savings Account . . . . . . . . . . . . . . . $ 3.00
Wires . . . . . . . . . . . . . . . . . . . . $ 7.00
Check Request . . . . . . . . . . . . . . . . $ 6.00
A transaction includes buys, sells, maturities or free
security movements.
C. When Issued, Securities Lending, Index Futures, Forward
Contracts
Should any of these investment vehicles require a separate
segregated custody account, a fee of $250 per account per
month will apply.
D. Custody Miscellaneous Fees
Administrative fees incurred in certain local markets will be
passed onto the customer with a detailed description of the
fees. Fees include income collection, corporate action
handling, funds transfer, special local taxes, stamp duties,
registration fees, overdrafts, messenger and courier services
and other out-of-pocket expenses.
V. Out-of-Pocket Expenses
The Trust will reimburse FPS monthly for all out-of-pocket
expenses which include, but are not limited to, the following:
postage, stationary (statements), telecommunications (telephone,
fax, dedicated 800 line, on-line access), special reports,
transmissions, costs of ▇▇▇▇▇ filings, Board Meeting materials,
approved record retention, pre-approved travel expenses and
copying and sending materials to auditors and/or regulatory
agencies for off-site examinations.
VI. Additional Services
Activities of a non-recurring nature, including but not limited
to, shareholder in-kinds, fund consolidations, mergers,
acquisitions, reorganizations or the addition or deletion of a
series are not included herein, and will be quoted separately.
To the extent the Advisor should decide to issue additional
separate classes of shares, additional fees will apply. Any
enhanced services, programming requests or reports will be quoted
upon request.
To the extent the Trust commences using investment techniques
such as security lending, short sales, swaps, futures,
leveraging, precious metals, reverse repurchase agreements and
foreign securities, additional fees will apply.
Schedule "C"
IDENTIFICATION OF FUNDS
Below are listed the separate funds of Beacon Global Advisors Trust
to which services under this Agreement are to be performed as of the
Execution Date of this Agreement:
1. The Cruelty Free Value Fund
This Schedule "C" may be amended from time to time by agreement of
the Parties.