This Agreement between Battery Park Funds, Inc., a Maryland corporation,
hereinafter called the Fund, and Firstar Mutual Fund Services, LLC, a Wisconsin
corporation, hereinafter called "FMFS," is entered into on this 30th day of
August, 1999.

        WHEREAS, the Fund, is an open-ended management investment company
registered under the Investment Company Act of 1940; and

        WHEREAS, Firstar Mutual Fund Services, LLC ("FMFS") is in the business
of providing, among other things, mutual fund accounting services to investment

        NOW, THEREFORE, the parties do mutually promise and agree as follows:

        1.     SERVICES.  FMFS agrees to provide the following mutual fund
accounting services to the Fund:

               A.     Portfolio Accounting Services:

                      (1) Maintain portfolio records on a trade date +1 basis
               using security trade information communicated from the investment
               manager on a timely basis.

                      (2) For each valuation date, obtain prices from a pricing
               source approved by the Board of Directors and apply those prices
               to the portfolio positions. For those securities where market
               quotations are not readily available, the Board of Directors
               shall approve, in good faith, the method for determining the fair
               value for such securities.

                      (3) Identify interest and dividend accrual balances as of
               each valuation date and calculate gross earnings on investments
               for the accounting period.

                      (4) Determine gain/loss on security sales and identify
               them as to short-short, short- or long-term status; account for
               periodic distributions of gains or losses to shareholders and
               maintain undistributed gain or loss balances as of each valuation

               B.     Expense Accrual and Payment Services:

                      (1) For each valuation date, calculate the expense accrual
               amounts as directed by the Fund as to methodology, rate or dollar

                      (2) Record payments for Fund expenses upon receipt of
               written authorization from the Fund.

                      (3) Account for fund expenditures and maintain expense
               accrual balances at the level of accounting detail, as agreed
               upon by FMFS and the Fund.

                      (4) Provide expense accrual and payment reporting.

               C.     Fund Valuation and Financial Reporting Services:

                      (1) Account for fund share purchases, sales, exchanges,
               transfers, dividend reinvestments, and other fund share activity
               as reported by the transfer agent on a timely basis.

                      (2) Apply equalization accounting as directed by the Fund.

                      (3) Determine net investment income (earnings) for the
               Fund as of each valuation date. Account for periodic
               distributions of earnings to shareholders and maintain
               undistributed net investment income balances as of each valuation

                      (4) Maintain a general ledger for the Fund in the form as
               agreed upon.

                      (5) For each day the Fund is open as defined in the
               prospectus, determine the net asset value of the according to the
               accounting policies and procedures set forth in the prospectus.

                      (6) Calculate per share net asset value, per share net
               earnings, and other per share amounts reflective of fund
               operation at such time as required by the nature and
               characteristics of the Fund.

                      (7) Communicate, at an agreed upon time, the per share
               price for each valuation date to parties as agreed upon from time
               to time.

                      (8) Prepare monthly reports which document the adequacy of
               accounting detail to support month-end ledger balances.

               D.     Tax Accounting Services:

                      (1) Maintain accounting records for the investment
               portfolio of the Fund to support the tax reporting required for
               IRS-defined regulated investment companies.

                      (2) Maintain tax lot detail for the investment portfolio.

                      (3) Calculate taxable gain/loss on security sales using
               the tax lot relief method designated by the Fund.

                      (4) Provide the necessary financial information to support
               the taxable components of income and capital gains distributions
               to the transfer agent to support tax reporting to the

               E.     Compliance Control Services:

                      (1) Support reporting to regulatory bodies and support
               financial statement preparation by making the fund accounting
               records available to the Fund, the Securities and Exchange
               Commission, and the outside auditors.

                      (2) Maintain accounting records according to the
               Investment Company Act of 1940 and regulations provided

        2. PRICING OF SECURITIES. For each valuation date, obtain prices from a
pricing source selected by FMFS but approved by the Fund's Board and apply those
prices to the portfolio positions. For those securities where market quotations
are not readily available, the Fund's Board shall approve, in good faith, the
method for determining the fair value for such securities.

               If the Fund desires to provide a price which varies from the
pricing source, the Fund shall promptly notify and supply FMFS with the
valuation of any such security on each valuation date. All pricing changes made
by the Fund will be in writing and must specifically identify the securities to
be changed by CUSIP, name of security, new price or rate to be applied, and, if
applicable, the time period for which the new price(s) is/are effective.

        3. CHANGES IN ACCOUNTING PROCEDURES. Any resolution passed by the Board
of Directors that affects accounting practices and procedures under this
agreement shall be effective upon written receipt and acceptance by the FMFS.

        4. CHANGES IN EQUIPMENT, SYSTEMS, SERVICE, ETC. FMFS reserves the right
to make changes from time to time, as it deems advisable, relating to its
services, systems, programs, rules, operating schedules and equipment, so long
as such changes do not adversely affect the service provided to the Fund under
this Agreement.

        5. COMPENSATION. FMFS shall be compensated for providing the services
set forth in this Agreement in accordance with the Fee Schedule attached hereto
as Exhibit A and as mutually agreed upon and amended from time to time. If the
Fund elects to terminate this Agreement prior to the 3rd anniversary of this
Agreement for reasons other than unacceptable service levels, the Fund agrees to
reimburse Agent for the difference between the standard fee schedule and the
discounted fee schedule agreed to between the parties from the date of


                      A. FMFS shall exercise reasonable care in the performance
               of its duties under this Agreement. FMFS shall not be liable for
               any error of judgment or mistake of law or for any loss suffered
               by the Fund in connection with matters to which this Agreement
               relates, including losses resulting from mechanical breakdowns or
               the failure of communication or power supplies beyond FMFS's
               control, except a loss resulting from FMFS's refusal or failure
               to comply with the terms of this Agreement or from bad faith,
               negligence, or willful misconduct on its part in the performance
               of its duties under this Agreement. Notwithstanding any other
               provision of this Agreement, the Fund shall indemnify and hold
               harmless FMFS from and against any and all claims, demands,
               losses, expenses, and liabilities (whether with or without basis
               in fact or law) of any and every nature (including reasonable
               attorneys' fees) which FMFS may sustain or incur or which may be
               asserted against FMFS by any person arising out of any action
               taken or omitted to be taken by it in performing the services
               hereunder (i) in accordance with the foregoing standards, or (ii)
               in reliance upon any written or oral instruction provided to FMFS
               by any duly authorized officer of the Fund, such duly authorized
               officer to be included in a list of authorized officers furnished
               to FMFS and as amended from time to time in writing by resolution
               of the Board of Directors of the Fund.

                      In the event of a mechanical breakdown or failure of
               communication or power supplies beyond its control, FMFS shall
               take all reasonable steps to minimize service interruptions for
               any period that such interruption continues beyond FMFS's
               control. FMFS will make every reasonable effort to restore any
               lost or damaged data and correct any errors resulting from such a
               breakdown at the expense of FMFS. FMFS agrees that it shall, at
               all times, have reasonable contingency plans with appropriate
               parties, making reasonable provision for emergency use of
               electrical data processing equipment to the extent appropriate
               equipment is available. Representatives of the Fund shall be
               entitled to inspect FMFS's premises and operating capabilities at
               any time during regular business hours of FMFS, upon reasonable
               notice to FMFS.

                      Regardless of the above, FMFS reserves the right to
               reprocess and correct administrative errors at its own expense.

                      B. In order that the indemnification provisions contained
               in this section shall apply, it is understood that if in any case
               the Fund may be asked to indemnify or hold FMFS harmless, the
               Fund shall be fully and promptly advised of all pertinent facts
               concerning the situation in question, and it is further
               understood that FMFS will use all reasonable care to notify the
               Fund promptly concerning any situation which presents or appears
               likely to present the probability of such a claim for
               indemnification against the Fund. The Fund shall have the option
               to defend FMFS against any claim which may be the subject of this
               indemnification. In the event that the Fund so elects, it will so
               notify FMFS and thereupon the Fund shall take over complete
               defense of the claim, and FMFS shall in such situation initiate
               no further legal or other expenses for which it shall seek
               indemnification under this section. FMFS shall in no case confess
               any claim or make any compromise in any case in which the Fund
               will be asked to indemnify FMFS except with the Fund's prior
               written consent.

                      C. FMFS shall indemnify and hold the Fund harmless from
               and against any and all claims, demands, losses, expenses, and
               liabilities (whether with or without basis in fact or law) of any
               and every nature (including reasonable attorneys' fees) which may
               be asserted against the Fund by any person arising out of any
               action taken or omitted to be taken by FMFS as a result of FMFS's
               refusal or failure to comply with the terms of this Agreement,
               its bad faith, negligence, or willful misconduct.

        7. RECORDS. FMFS shall keep records relating to the services to be
performed hereunder, in the form and manner, and for such period as it may deem
advisable and is agreeable to the Fund but not inconsistent with the rules and
regulations of appropriate government authorities, in particular, Section 31 of
The Investment Company Act of 1940 as amended (the "Investment Company Act"),
and the rules thereunder. FMFS agrees that all such records prepared or
maintained by FMFS relating to the services to be performed by FMFS hereunder
are the property of the Fund and will be preserved, maintained, and made
available with such section and rules of the Investment Company Act and will be
promptly surrendered to the Fund on and in accordance with its request.

        8. CONFIDENTIALITY. FMFS shall handle in confidence all information
relating to the Fund's business, which is received by FMFS during the course of
rendering any service hereunder.

        9. DATA NECESSARY TO PERFORM SERVICES. The Fund or its agent, which may
be FMFS, shall furnish to FMFS the data necessary to perform the services
described herein at times and in such form as mutually agreed upon.

        10. NOTIFICATION OF ERROR. The Fund will notify FMFS of any balancing or
control error caused by FMFS within three (3) business days after receipt of any
reports rendered by FMFS to the Fund, or within three (3) business days after
discovery of any error or omission not covered in the balancing or control
procedure, or within three (3) business days of receiving notice from any

        11. ADDITIONAL SERIES. In the event that Battery Park Funds, Inc.
establishes one or more series of shares with respect to which it desires to
have FMFS render accounting services, under the terms hereof, it shall so notify
FMFS in writing, and if FMFS agrees in writing to provide such services, such
series will be subject to the terms and conditions of this Agreement, and shall
be maintained and accounted for by FMFS on a discrete basis. The portfolios
currently covered by this Agreement are: Battery Park High Yield Fund.

        12. TERM OF AGREEMENT. This Agreement may be terminated by either party
upon giving ninety (90) days prior written notice to the other party or such
shorter period as is mutually agreed upon by the parties. However, this
Agreement may be replaced or modified by a subsequent agreement between the
parties. It is understood and agreed to by the parties that a notice to
terminate one of the servicing contracts constitutes notice of termination for
all servicing contracts that exist between the parties.

        13. DUTIES IN THE EVENT OF TERMINATION. In the event that in connection
with termination a Successor to any of FMFS's duties or responsibilities
hereunder is designated by Battery Park Funds, Inc. by written notice to FMFS,
FMFS will promptly, upon such termination and at the expense of Battery Park
Funds, Inc., transfer to such Successor all relevant books, records,
correspondence and other data established or maintained by FMFS under this
Agreement in a form reasonably acceptable to Battery Park Funds, Inc. (if such
form differs from the form in which FMFS has maintained the same, Battery Park
Funds, Inc. shall pay any expenses associated with transferring the same to such
form), and will cooperate in the transfer of such duties and responsibilities,
including provision for assistance from FMFS's personnel in the establishment of
books, records and other data by such successor.


        FMFS represents to the Fund that the computer software, firmware,
computer hardware (whether general or special purpose) and other similar related
items of automated computerized and/or software systems that are owned or
licensed by FMFS and will be utilized by FMFS or its agents in connection with
the provision of services described in this Agreement are "Year 2000 compliant"
(as defined below). As used in this section 14 of this Agreement, the term "Year
2000 compliant" shall mean the ability of the relevant system to provide all of
the following functions:

               A.  Process date information before, during and after
January 1, 2000, including but not limited to accepting specific input data,
providing date specific output data, and performing calculations on dates or
portions of dates:

               B. Function accurately and without interruption or malfunction
before, during and after January 1, 2000 without any change in operations
associated with the advent of the new millennium and assuming no other defects,
bugs, viruses or other problems unrelated to Year 2000 compliance issues which
disrupt functionality;

               C. Respond to two-digit, year-date input in a way that resolves
the ambiguity as to century and in a disclosed, defined and predetermined
manner; and

               D. Store and provide output data of specific information in ways
that are unambiguous as to century.

        15. NOTICES. Notices of any kind to be given by either party to the
other party shall be in writing and shall be duly given if mailed or delivered
as follows: Notice to FMFS shall be sent to:

                      Firstar Mutual Fund Services, LLC
                      615 East Michigan Street
                      Milwaukee, WI  53202

and notice to Fund shall be sent to:

                      Battery Park Funds, Inc.
                      Attn:  President
                      2 World Financial Center, Bldg. B
                      New York, NY  10281-1198

        16. CHOICE OF LAW. This Agreement shall be construed in accordance with
the laws of the State of Wisconsin.

        IN WITNESS WHEREOF, the due execution hereof on the date first above

Battery Park Funds, Inc.                    Firstar Mutual Fund Services, LLC

By: /S/ ROBERT LEVINE                       By: /S/ PAUL ROCK
- ------------------------                    -------------------------------
Print:ROBERT LEVINE                         Print: PAUL ROCK
- ------------------------                    -------------------------------
Title: PRESIDENT                            Title: SENIOR VICE PRESIDENT
- ------------------------                    -------------------------------
Date: AUGUST 27, 1999                       Date: SEPTEMBER 1, 1999
- ------------------------                    -----------------------------
Attest: /S/ JENNIE WONG                     Attest: /S/ FREDDIE JACOBS, JR.
- ------------------------                    -------------------------------
Print: JENNIE WONG                          Print: FREDDIE JACOBS, JR.
- ------------------------                    ------------------------------- 

Basic Info X:

Date: Nov. 30, 1999
State: Maryland

Other info:


  • 30th day of August , 1999
  • January 1 , 2000
  • AUGUST 27 , 1999
  • SEPTEMBER 1 , 1999


  • Fund Valuation and Financial Reporting Services
  • Tax Accounting Services
  • E. Compliance Control Services
  • Securities and Exchange Commission
  • Board of Directors
  • Battery Park Funds , Inc.
  • World Financial Center
  • the State of Wisconsin
  • Inc. Firstar Mutual Fund Services


  • Maryland
  • Wisconsin
  • East Michigan Street Milwaukee
  • Bldg
  • New York
  • NY