EXHIBIT H.1
ACCOUNTING SERVICES AGREEMENT
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 24th day of April, 2002 by and
between Private Asset Management Funds, a registered management investment
company (the "Fund"), and Mutual Shareholder Services LLC ("MSS") a Delaware
Limited Liability Company.
RECITALS:
A. The Fund is a non-diversified, open-end management investment company
registered with the United States Securities and Exchange Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
B. MSS is a corporation experienced in providing accounting services to
mutual funds and possesses facilities sufficient to provide such services; and
C. The Fund desires to avail itself of the experience, assistance and
facilities of MSS and to have MSS perform the Fund certain services appropriate
to the operations of the Fund, and MSS is willing to furnish such services in
accordance with the terms hereinafter set forth.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree as follows:
1. DUTIES OF MSS.
MSS will provide the Fund with the necessary office space, communication
facilities and personnel to perform the following services for the Fund:
(a) Timely calculate and transmit to NASDAQ the daily net asset value of
each class of shares of each portfolio of the Fund, and communicate such
value to the Fund and its transfer agent;
(b) Maintain and keep current all books and records of the Fund as required
by Rule 31a-1 under the 1940 Act, as such rule or any successor rule may be
amended from time to time ("Rule 31a-1"), that are applicable to the
fulfillment of MSS's duties hereunder, as well as any other documents
necessary or advisable for compliance with applicable regulations as may be
mutually agreed to between the Fund and MSS. Without limiting the
generality of the foregoing, MSS will prepare and maintain the following
records upon receipt of information in proper form from the Fund or its
authorized agents:
Cash receipts journal
Cash disbursements journal
Dividend record
Purchase and sales - portfolio securities journals
Subscription and redemption journals
Security ledgers
Broker ledger
General ledger
Daily expense accruals
Daily income accruals
Securities and monies borrowed or loaned and collateral therefore
Foreign currency journals
Trial balances
(c) Provide the Fund and its investment adviser with daily portfolio
valuation, net asset value calculation and other standard operational
reports as requested from time to time.
(d) Provide all raw data available from its fund accounting system for the
preparation by the Fund or its investment advisor of the following
1. Semi-annual and annual financial statements;
2. Semi-annual forms N-SAR;
3. Annual tax returns;
4. Financial data necessary to update form N-1A;
5. Annual proxy statement.
(e) Notwithstanding paragraph 1 (d), prepare the following:
1. Semi-annual and annual financial statements;
2. Semi-annual forms N-SAR;
(f) Edgarize and file with the SEC the following:
1. Semi-annual and annual financial statements;
2. Semi-annual forms N-SAR;
3. N-1A and other necessary filings.
(g) Provide facilities to accommodate annual audit and any audits or
examinations conducted by the Securities and Exchange Commission or any
other governmental or quasi-governmental entities with jurisdiction.
MSS shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
2. FEES AND EXPENSES.
(a) In consideration of the services to be performed by MSS pursuant to
this Agreement, the Fund agrees to pay MSS the fees set forth in the fee
schedule attached hereto as Exhibit A.
(b) In addition to the fees paid under paragraph (a) above, the Fund agrees
to reimburse MSS for out-of-pocket expenses or advances incurred by MSS in
connection with the performance of its obligations under this Agreement. In
addition, any other expenses incurred by MSS at the request or with the
consent of the Fund will be reimbursed by the Fund.
(c) The Fund agrees to pay all fees and reimbursable expenses within five
days following the receipt of the respective billing notice.
3. LIMITATION OF LIABILITY OF MSS.
(a) MSS shall be held to the exercise of reasonable care in carrying out
the provisions of the Agreement, but shall not be liable to the Fund for
any action taken or omitted by it in good faith without negligence, bad
faith, willful misconduct or reckless disregard of its duties hereunder. It
shall be entitled to rely upon and may act upon the accounting records and
reports generated by the Fund, advice of the Fund, or of counsel for the
Fund and upon statements of the Fund's independent accountants, and shall
not be liable for any action reasonably taken or omitted pursuant to such
records and reports or advice, provided that such action is not, to the
knowledge of MSS, in violation of applicable federal or state laws or
regulations, and provided further that such action is taken without
negligence, bad faith, willful misconduct or reckless disregard of its
duties.
(b) Nothing herein contained shall be construed to protect MSS against any
liability to the Fund to which MSS shall otherwise be subject by reason of
willful misfeasance, bad faith, negligence in the performance of its duties
to the Fund, reckless disregard of its obligations and duties under this
Agreement or the willful violation of any applicable law.
(c) Except as may otherwise be provided by applicable law, neither MSS nor
its stockholders, officers, directors, employees or agents shall be subject
to, and the Fund shall indemnify and hold such persons harmless from and
against, any liability for and any damages, expenses or losses incurred by
reason of the inaccuracy of information furnished to MSS by the Fund or its
authorized agents.
4. REPORTS.
(a) The Fund shall provide to MSS on a quarterly basis a report of a duly
authorized officer of the Fund representing that all information furnished
to MSS during the preceding quarter was true, complete and correct in all
material respects. MSS shall not be responsible for the accuracy of any
information furnished to it by the Fund or its authorized agents, and the
Fund shall hold MSS harmless in regard to any liability incurred by reason
of the inaccuracy of such information.
(b) Whenever, in the course of performing its duties under this Agreement,
MSS determines, on the basis of information supplied to MSS by the Fund or
its authorized agents, that a violation of applicable law has occurred or
that, to its knowledge, a possible violation of applicable law may have
occurred or, with the passage of time, would occur, MSS shall promptly
notify the Fund and its counsel of such violation.
5. ACTIVITIES OF MSS.
The services of MSS under this Agreement are not to be deemed exclusive,
and MSS shall be free to render similar services to others so long as its
services hereunder are not impaired thereby.
6. ACCOUNTS AND RECORDS.
The accounts and records maintained by MSS shall be the property of the
Fund, and shall be surrendered to the Fund promptly upon request by the Fund in
the form in which such accounts and records have been maintained or preserved.
MSS agrees to maintain a back-up set of accounts and records of the Fund (which
back-up set shall be updated on at least a weekly basis) at a location other
than that where the original accounts and records are stored. MSS shall assist
the Fund's independent auditors, or, upon approval of the Fund, any regulatory
body, in any requested review of the Fund's accounts and records. MSS shall
preserve the accounts and records as they are required to be maintained and
preserved by Rule 31a-1.
7. CONFIDENTIALITY.
MSS agrees that it will, on behalf of itself and its officers and
employees, treat all transactions contemplated by this Agreement, and all other
information germane thereto, as confidential and not to be disclosed to any
person except as may be authorized by the Fund.
8. TERM OF AGREEMENT.
(a) This Agreement shall become effective as of the date hereof and shall
remain in force for a period of three years; provided, however, that each
party to this Agreement have the option to terminate the Agreement, without
penalty, upon 90 days prior written notice.
(b) Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movements of records and material will be
borne by the Fund. Additionally, MSS reserves the right to charge for any
other reasonable expenses associated with such termination.
9. MISCELLANEOUS.
(a) Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
(b) The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Ohio as at the time in effect and
the applicable provisions of the 1940 Act. To the extent that the
applicable law of the State of Ohio, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
(c) This Agreement may be amended by the parties hereto only if such
amendment is in writing and signed by both parties.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
(e) All notices and other communications hereunder shall be in writing,
shall be deemed to have been given when received or when sent by telex or
facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
To the Fund: To MSS:
Private Asset Management Funds Mutual Shareholder Services
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Private Asset Management Funds Mutual Shareholder Services, LLC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: President Its: President