ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT, dated as of the 8th day of November, 1988 made by and
between Weston Portfolios, Inc. (the "Fund") a corporation operating as an open
end management investment company, duly organized and existing under the laws of
the State of Maryland, and Fund/Plan Services, Inc. (the "Company") a
corporation duly organized and existing under the laws of the State of Delaware.
WITNESSETH THAT:
WHEREAS, the Fund consists of a series of Funds, at present namely:
Weston Income Portfolio
Weston Growth Portfolio
WHEREAS, the Fund desires to appoint the Company as its Accounting
Services Agent to maintain and keep current the books, accounts, records,
journals or other records of original entry relating to the business of the
("Fund") as set forth in Section 2 of this Agreement (the "Accounts and
Records") and to perform certain other functions in connection with such
accounts and records; and
WHEREAS, the Company is willing to perform such functions upon the
terms and conditions set forth below; and
WHEREAS, the Fund will cause to be provided certain information to the
Company as set forth below; and
WHEREAS, the Company shall perform the duties of transfer agent, and
dividend disbursing agent pursuant to a separate agreement ("Shareholder
Services Agreement").
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NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The Fund shall promptly turn over to the Company such of the
Accounts and Records previously maintained by or for it as are necessary for the
Company to perform its functions under this Agreement. The Fund authorizes the
Company to rely on such Accounts and Records turned over to it and hereby
indemnifies and holds the Company, its successors and assigns, harmless of and
from any and all expenses, damages, claims, suits, liabilities, actions, demands
and losses whatsoever arising out of or in connection with any error, omission,
inaccuracy or other deficiency of such Accounts and Records or in the failure of
the Fund to provide any portion of such or to provide any information needed by
the Company to knowledgeably perform its functions.
Section 2. To the extent it receives the necessary information from the
Fund or its agents by Written or Oral Instructions, the Company shall maintain
and keep current the following Accounts and Records relating to the business of
the Fund, in such form as may be mutually agreed to between the Fund and the
Company:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid Record
(d) Purchase and Sales Journals - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers
(g) Broker Ledger
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(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and
collateral therefore
(l) Daily Trial Balance
(m) Investment Income Journal
Unless necessary information to perform the above functions is
furnished by Written or Oral Instructions to the Company daily prior to 4:00 PM
Eastern time (the close of trading on the New York Stock Exchange) and the
calculation of the Fund's net asset value, as provided below, the Company shall
incur no liability, and the Fund shall indemnify and hold harmless the Company
from and against any liability arising from any failure to provide complete
information or from any discrepancy between the information received by the
Company and used in such calculations and any subsequent information received
from the Fund or any of its designated Agents.
Section 3. The Company shall perform the ministerial calculations
necessary to calculate the Fund's net asset value daily, in accordance with the
Fund's current prospectus and utilizing the information described in this
Section. Portfolio items for which market quotations are available by the
Company's use of an automated financial information ("Service") shall be based
on the closing prices of such Service except where the Fund has given or caused
to be given specific Written or Oral Instructions to utilize a different value.
All of the portfolio securities shall be given such values as the Fund provides
by Written or Oral Instructions including all foreign securities, restricted
securities and other securities requiring valuation not readily ascertainable
solely by such Service. The Company shall have no responsibility or
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liability for the accuracy of prices quoted by such Services; for the accuracy
of the information supplied by the Fund; or for any loss, liability, damage, or
cost arising out of any inaccuracy of such data. The Company shall have no
responsibility or duty to include information or valuations to be provided by
the Fund in any computation unless and until it is timely supplied to the
Company in usable form. Unless the necessary information to calculate the net
asset value daily is furnished by Written or Oral Instructions from the Fund,
the Company shall incur no liability, and the Fund shall indemnify and hold
harmless the Company from and against any liability arising from any failure to
provide complete information or from any discrepancy between the information
received by the Company and used in such calculation and any subsequent
information received from the Fund or any of its designated agents.
Section 4. For all purposes under this Agreement, the Company is
authorized to act upon receipt of the first of any Written or Oral Instruction
it receives from the Fund or its agents on behalf of the Fund. In cases where
the first instruction is an Oral Instruction that is not in the form of a
document or written record, a confirmatory Written Instruction or Oral
Instruction in the form of a document or written record shall be delivered, and
in cases where the Company receives an Instruction, whether Written or Oral, to
enter a portfolio transaction on the records, the Fund shall cause the
Broker-Dealer to send a written confirmation to the Company. The Company shall
be entitled to rely on the first Instruction received, and for any act or
omission undertaken in compliance therewith shall be free of liability and fully
indemnified and held harmless by the Fund, provided however, that in the event a
Written or Oral Instruction received by the Company is countermanded by a timely
later Written or Oral Instruction received by the Company prior to acting upon
such countermanded Instruction, the Company shall act upon such later Written or
Oral Instruction. The sole obligation of the Company with respect to any
follow-
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up or confirmatory Written Instruction, Oral Instruction in documentary or
written form, or Broker-Dealer written confirmation shall be to make reasonable
efforts to detect any discrepancy between the original Instruction and such
confirmation and to report such discrepancy to the Fund. The Fund shall be
responsible, at the Fund's expense, for taking any action including any
reprocessing necessary to correct any discrepancy or error, and to the extent
such action requires the Company to act the Fund shall give the Company specific
Written Instruction as to the action required.
Section 5. At the end of each month, the Fund shall cause the Custodian
to forward to the Company a monthly statement of cash and portfolio
transactions, which will be reconciled with the Company's Accounts and Records
maintained for the Fund. The Company will report discrepancies to the Custodian,
and report any unreconciled items to the Fund.
Section 6. The Company shall promptly supply daily and periodic reports
of the Fund as requested by the Fund and agreed upon the Company.
Section 7. The Fund shall and shall require each of its agents
(including without limitation its Transfer Agent and its Custodian) to provide
the company as of the close of each Business Day, or on such other schedule as
the Fund determines is necessary, with Written or Oral Instructions (to be
delivered to the Company by 10:00 AM the next following business day) containing
all data and information necessary for the Company to maintain the Fund's
Accounts and Records and the Company may conclusively assume that the
information it receives by Written or Oral Instructions is complete and
accurate. The Fund is responsible to provide or cause to be provided to the
Company reports of share purchases, redemptions, and total shares outstanding on
the next business day after each net asset valuation.
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Section 8. The Accounts and Records, in the agreed upon format,
maintained by the Company shall be the property of the Fund, and shall be made
available to the Fund promptly upon request and shall be maintained for the
periods prescribed in Rule 31(a)-2 of the Investment Company Act of 1940, as
amended. The Company shall assist the Fund's independent auditors, or upon
approval of the Fund, or upon demand, any regulatory body, in any requested
review of the Fund's Accounts and Records but shall be reimbursed for all
expenses and employee time invested in any such review of the Fund's Accounts
and Records outside of routine and normal periodic reviews. Upon receipt from
the Fund of the necessary information, the Company shall supply the necessary
data for the Fund or accountant's completion of any necessary tax returns,
questionnaires, periodic reports to shareholders and such other reports and
information requests as the Fund and the Company shall agree from time to time.
Section 9. The Company and the Fund may from time to time adopt such
procedures as they agree upon in writing, and the Company may conclusively
assume that any procedure approved by the Fund or directed by the Fund, does not
conflict with or violate any requirements of its Prospectus, Articles of
Incorporation, By-Laws, or any rule or regulation of any regulatory body or
governmental agency. The Fund shall be responsible for notifying the Company of
any changes in regulations or rules which might necessitate changes in the
Company's procedures, and for working out with the Company such changes.
Section 10. (a) The Company, its directors, officers, employees,
shareholders and agents shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the performance
of this Agreement, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Company in performance of its obligations
and duties under this Agreement.
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(b) Any person, even though also a director, officer,
employee, shareholder or agent of the Company, who may be or become an officer,
trustee, employee or agent of the Fund, shall be deemed, when rendering services
to the Fund or acting on any business of the Fund (other than services or
business in connection with the Company's duties hereunder), to be rendering
such services to or acting solely for the Fund and not as a director, officer,
employee, shareholder or agent of, or one under the control or direction of the
Company even though paid by it.
(c) Notwithstanding any other provision of this
Agreement, the Fund shall indemnify and hold harmless the Company, 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 the Company may sustain or incur or
which may be asserted against the Company by any person by reason of, or as a
result of: (i) any action taken or omitted to be taken by the Company in good
faith hereunder; (ii) in reliance upon any certificate, instrument, order or
stock certificate or other document reasonably believed by it to be genuine and
to be signed, countersigned or executed by any duly authorized person, upon the
Oral Instructions or Written Instructions of an authorized person of the Fund or
upon the option of legal counsel for the Fund or its own counsel; or (iii) any
action taken or omitted to be taken by the Company in connection with its
appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended or repealed. However, indemnification under this
subparagraph shall not apply to actions or omissions of the Company or its
directors, officers, employees, shareholders or agents in cases of its or their
own negligence, willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
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(d) The Company shall give written notice to the Fund
within twenty (20) business days of receipt by the Company of a written
assertion or claim of any threatened or pending legal proceeding which may be
subject to this indemnification. However, the failure to notify the Fund of such
written assertion or claim shall not operate in any manner whatsoever to relieve
the Fund of any liability arising from this Section or otherwise.
(e) For any legal proceeding giving rise to this
indemnification, the Fund shall be entitled to defend or prosecute any claim in
the name of the Company at its own expense and through counsel of its own
choosing if it gives written notice to the Company within twenty (20) business
days of receiving notice of such claim. Notwithstanding the foregoing, the
Company may participate in the litigation at its own expense through counsel of
its own choosing. If the Fund does choose to defend or prosecute such claim,
then the parties shall cooperate in the defense or prosecution thereof and shall
furnish such records and other information as are reasonably necessary.
(f) The Fund shall not settle any claim without the
Company's express written consent which shall not be unreasonably withheld. The
Company shall not settle any claim without the Fund's express written consent
which shall not be unreasonably withheld.
Section 11. All financial data provided to, processed by, and reported
by the Company under this Agreement shall be stated in United States dollars or
currency. The Company shall have no obligation to convert to, equate, or deal in
foreign currencies or values, and expressly assumes no liability for any
currency conversion or equation computations relating to the affairs of the
Fund.
Section 12. The Fund agrees to pay Company, within 15 days from the
execution date of this Agreement, an amount equal to reasonable costs and
expenses (including counsel fees),
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incurred by the Company in connection with the transfer of the services subject
to this Agreement to the Company from the Fund.
Section 13. The Company's compensation shall be as set forth in
Schedule A hereto attached, or shall be set forth in amendments to such
Schedule. The Trust authorizes the Company to debit the Trust's custody account
for invoices which are rendered for the services performed for the applicable
function three (3) days after the invoice is transmitted to the Trust by
telecopy, regardless of whether or not written authorization is received by the
Company, unless the invoice is being disputed by the Trust. The original invoice
for the service will be mailed to the Trust after the debiting, with the
indication that payment has been made.
Section 14. Nothing contained in this Agreement is intended to or shall
require the Company, in any capacity hereunder, to perform any functions or
duties on any holiday, day of special observance or any other day on which the
Custodian or the New York Stock Exchange is closed. Functions or duties normally
scheduled to be performed on such days shall be performed on, and as of, the
next succeeding business day on which both the New York Stock Exchange and the
Custodian are open. Notwithstanding the foregoing, the Company shall compute the
net asset value of the Fund on each day required pursuant to Rule 22c-1
promulgated under the Investment Act of 1940.
Section 15. This Agreement may be executed in two or more counterparts,
each of which, when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 16. The terms defined in Section 1 of the Shareholder Services
Agreement shall have the same meanings wherever used in this Agreement. The Fund
shall file with the Company a certified copy of each resolution of its Board of
Directors authorizing execution of
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Written Instructions or the transmittal of Oral Instructions as provided in
Section 1 of the Shareholder Services Agreement.
Section 17. The Fund or the Company may give written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice not less than 120 days after the giving of the
notice. Upon the effective termination date, subject to payment to the Company
by the Fund of all amounts due to the Company as of said date, the Company shall
make available to the Fund or its designated recordkeeping successor, all of the
records of the Fund maintained under this Agreement then in the Company's
possession.
Section 18. Any notice or other communication required by or permitted
to be given in connection with this Agreement shall be in writing, and shall be
delivered in person or sent by first class mail, postage prepaid to the
respective parties as follows:
If to the Fund:
Weston Portfolios, Inc.
45 William Street
Wellesley, MA 02181
Attention: Paul Vierbickas
If to the Company:
Fund/Plan Services, Inc.
P.O. Box 874
Conshohocken, PA 19428
Attention: John D. Diederich, President
Section 19. This Agreement may be amended from to time by supplemental
agreement executed by the Fund and the Company.
Section 20. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and year first above written.
WESTON PORTFOLIOS, INC.
By: /s/ DOUGLAS A. BIGGAR
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(SEAL) Title: President
-----------
Attest: /s/ PAUL VIERBICKAS
FUND/PLAN SERVICES, INC.
(SEAL) By: /s/ JOHN D. DIEDRICH
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Attest: /s/ J.K. CURTIN
------------------
Title: President
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Schedule A
WESTON PORTFOLIOS, INC.
CUSTODIAN, ACCOUNTING AND PORTFOLIO VALUATION SERVICES
FOR MUTUAL FUNDS INVESTING IN
DOMESTIC SECURITIES
SCHEDULE OF SERVICES AND FEES
CUSTODIAN SERVICES:
o Eligible equities and corporate and municipal bonds will be deposited in
the Depository Trust Company.
o U.S. Treasury and Government Agency holdings will be on the Federal Reserve
Book-Entry System.
o All ineligible securities will be placed in First Jersey National Bank's
vault under strict audit control.
o Custody-deposited securities are held in complete safety. We reconcile
daily to your holdings.
o Collection of all cash and stock dividends as well as interest and posting
of same to your account on a timely basis.
o Securities can be pledged by electronic book entry for options writing of
loans.
o Notification to you with respect to corporate actions, such as tenders,
exchanges, conversions, calls and rights as they occur and the Paperwork
processed within the proper deadlines.
o Securities lending transactions can also be handled by electronic book
entry.
o Presentation of all maturing securities and posting of same to your custody
account.
o Payment for purchases and receipt of funds on sales.
o Processing of claims for registered interest, dividends, or assets.
o Rendering of periodic cash statements of principal and income with a list
of holdings.
o Forwarding of proxy materials as received.
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Accounting Services:
-- Compute net asset value (and offering price) per share daily.
-- Maintain security ledger
-- Maintain general ledger
-- Prepare and submit to client:
Daily: Trial Balance
Portfolio Pricing Report or interest evaluation
(money market funds)
Cash Availability
Monthly: Statement of Assets and liabilities
Statement of Operations
Statement of Changes in Net Assets
Summary of Purchases
Summary of Sales
Schedule of Brokerage Commissions
Schedule of Principal Trade Transactions
Semi-Annually: In addition to monthly reports, Statement of
Investments and a draft of footnotes.
Annually: Schedules supporting securities and shareholder
transactions, income and expense accrual during
the year.
Portfolio Pricing Services:
-- Update the daily market value of securities held by Fund. The
following pricing is included in the fee quoted:
Listed Securities: Traded - closing price
Untraded - mean, bid or ask
NASDAQ National Market Traded - closing price
Issues: Untraded - mean, bid or ask
Other Over-the-Counter Traded - mean, bid or ask
Securities: Untraded - mean, bid or ask
-- Monitor securities held for stock splits, stock dividends, mergers,
spin-offs. (Domestic securities only)
-- Determine gain or loss on security trades.
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NSAR Reporting Services:
-- Prepare answers to the following items (if applicable):
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 38, 40,
41, 42, 43, 53, 55, 62, 63, 64B, 71, 72, 73, 74, 75, 76.
Out-of-pocket expenses and other special services agreed to will be additional
items.
Cost of copying and sending material to auditors for off-site audits will be an
additional expense.
FEES:
$ 24,000 minimum to $ 5,000,000 of average net asset value
.0006 on next 5,000,000 of average net asset value
.0005 on next 40,000,000 of average net asset value
.0004 on next 50,000,000 of average net asset value
.0003 on next 100,000,000 of average net asset value
.00025 on next 100,000,000 of average net asset value
A. Securities Transaction Charge: (Payable Monthly)
Book Entry DTC or
Federal Book Entry $12.00
Physical or Mutual Fund Shares $20.00
GNMA $23.00
Options $35.00
(Should an option expire, our transaction fee will be only $20.00.)
Mortgage Backed Securities -
Principal Pay Down Per Pool $10.00
B. When Issued, Securities Lending, Index Futures: Should each of these
investment vehicles require separate segregated custody accounts. There
will be a fee of $300 per account month.
C. Out-of-Pocket Expenses: The Fund will reimburse the custodian monthly
for all out-of-pocket expenses, i.e. postage, stationery, insurance,
retention of records, conversion, etc. and expenses in the development
of agreements between the company and the custodian.
Fees quoted are good for a period of sixty days and are subject to review of the
prospectus.
