Exhibit 9(g)
ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of February 27, 1997 between Waterhouse Asset
Management, Inc. ("WAM"), a Delaware corporation, and Countrywide Fund Services,
Inc. ("Countrywide"), an Ohio corporation.
WHEREAS, Waterhouse Investors Cash Management Fund, Inc. (the "Fund")
is an investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), currently comprised of three separate investment
portfolios (the "Portfolios"); and
WHEREAS, the WAM wishes to employ the services of Countrywide to
provide the Fund with certain accounting and pricing services; and
WHEREAS, Countrywide wishes to provide such services under the
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, WAM and Countrywide agree as follows:
1. APPOINTMENT.
WAM hereby appoints and employs Countrywide as agent to
perform those services described in this Agreement for the Fund. Countrywide
shall act under such appointment and perform the obligations thereof upon the
terms and conditions hereinafter set forth.
2. CALCULATION OF NET ASSET VALUE.
Countrywide will calculate the net asset value of each
Portfolio of the Fund and the per share net asset value of each Portfolio of the
Fund, in accordance with the Fund's current prospectus and statement of
additional information, twice daily as of the times selected by the Fund's Board
of Directors. Countrywide will prepare and maintain a valuation of all
securities and other assets of the Fund in accordance with instructions from a
designated officer of the Fund or WAM and in the manner set forth in the Fund's
prospectus and statement of additional information as in effect from time to
time. In valuing securities of the Fund, Countrywide may contract with, and rely
upon market quotations provided by, outside services.
3. BOOKS AND RECORDS.
Countrywide will maintain and keep current the general ledger
for each Portfolio of the Fund, recording all income and expenses, capital share
activity and
security transactions of the Fund. Countrywide will maintain such further books
and records as are necessary to enable it to perform its duties under this
Agreement, and will periodically provide reports to the Fund and its authorized
agents regarding share purchases and redemptions and trial balances of each
Portfolio of the Fund. Countrywide will prepare and maintain complete, accurate
and current records with respect to the Fund required to be maintained by the
Fund pursuant to applicable statues, rules and regulations, including without
limitation, under the Internal Revenue Code of 1986, as amended, and under the
rules and regulations of the 1940 Act, and will preserve said records in the
manner and for the periods prescribed therein. The retention of such records
shall be at the expense of the Fund.
All of the records prepared and maintained by Countrywide
pursuant to this Section 3 which are required to be maintained by the Fund under
the Code and the 1940 Act will be the property of WAM, on behalf of the Fund,
and Countrywide agrees to make such records available for inspection by the
Fund, by any designated affiliate or agent of the Fund, and by the Securities
and Exchange Commission, at reasonable times, and otherwise to keep confidential
all records and other information relative to the Fund, except when requested to
divulge such information by duly constituted authorities and court process. In
the event this Agreement is terminated, all such records shall be delivered to
WAM at WAM's expense, and Countrywide shall be relieved of responsibility for
the preparation and maintenance of any such records delivered to the Fund. In
the event this Agreement is terminated by reason of Countrywide's failure to
comply with any provision hereof, WAM shall not pay expenses of Countrywide in
connection with its duties in this paragraph.
4. PAYMENT OF FUND EXPENSES.
Countrywide shall process each request received from the Fund
or WAM for payment of the Fund's expenses. Upon receipt of written instructions
signed by an officer or other authorized agent of the Fund or WAM, Countrywide
shall prepare checks in the appropriate amounts which shall be signed by an
authorized officer of Countrywide and mailed to the appropriate party.
5. FORM N-SAR.
Countrywide shall maintain such records within its control and
shall be requested to assist the Fund in fulfilling the requirements of Form
N-SAR.
6. COOPERATION WITH ACCOUNTANTS.
Countrywide shall cooperate with the Fund's independent
auditors and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such auditors for the expression of their unqualified opinion
where required for any document for the Fund.
7. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
8. FEES.
For the performance of the services under this Agreement, WAM
shall pay Countrywide a monthly fee in accordance with the schedule attached
hereto as Schedule A. The fees with respect to any month shall be paid to
Countrywide on the last business day of such month. WAM shall also promptly
reimburse Countrywide for the cost of external pricing services utilized by
Countrywide. If this Agreement becomes effective subsequent to the first day of
a month, or is terminated before the last day of a month, fees for the part of
the month this Agreement is in effect shall be pro rated accordingly.
9. COMPLIANCE WITH GOVERNMENTAL RULES AND
REGULATIONS.
The parties hereto acknowledge and agree that nothing
contained herein shall be construed to require Countrywide to perform any
services for the Fund which services could cause Countrywide to be deemed an
"investment adviser" of the Fund within the meaning of Section 2(a)(20) of the
1940 Act or to supersede or contravene the Fund's prospectus or statement of
additional information or any provisions of the 1940 Act and the rules
thereunder. Except as otherwise provided in this Agreement and except for the
accuracy and completeness of information furnished to it by Countrywide, the
Fund assumes full responsibility for complying with all applicable requirements
of the 1940 Act, the Securities Act of 1933, as amended, and any other laws,
rules and regulations of governmental authorities having jurisdiction over the
Fund.
10. INDEMNIFICATION OF COUNTRYWIDE.
A. Countrywide may rely on information reasonably believed by
it to be accurate and reliable. Except as may otherwise be required by the 1940
Act and the rules thereunder, neither Countrywide nor its officers, directors,
employees, agents, control persons or affiliates of any thereof shall be subject
to any liability for, or any damages, expenses or losses incurred by the Fund or
WAM in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under or
payments made pursuant to this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or
negligence on the part of any such persons in the performance of the duties of
Countrywide under this Agreement or by reason of reckless disregard by any of
such persons of the obligations and duties of Countrywide under this Agreement.
B. Any person, even though also a director, officer, employee,
or agent of Countrywide, or any of its affiliates, who may be or become an
officer, director,
employee or agent of the Fund, shall be deemed, when rendering services to the
Fund or acting on any business of the Fund, to be rendering such services to or
acting solely as an officer, director, employee or agent of the Fund and not as
a director, officer, employee, shareholder or agent of or one under the control
or direction of Countrywide or any of its affiliates, even though paid by one of
those entities.
C. WAM shall indemnify and hold harmless Countrywide, its directors,
officers, employees, agents, control persons and affiliates from and against any
and all claims, demands, expenses and liabilities of any and every nature which
Countrywide may sustain or incur or which may be asserted against Countrywide by
any person by reason of, or as a result of: (i) any action taken or omitted to
be taken by Countrywide in good faith in reliance upon any certificate,
instrument, order or share certificate 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 WAM or upon the opinion of legal counsel for the Fund or WAM or its own
counsel; or (ii) any action taken or omitted to be taken by Countrywide 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 Countrywide 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.
11. INDEMNIFICATION OF FUND AND WAM.
Countrywide shall indemnify and hold harmless the Fund and
WAM, and their respective directors, officers, employees, agents, control
persons and affiliates from and against any and all claims, demands, expenses
and liabilities of any and every nature which the Fund or WAM or such persons
may sustain or incur by reason of, or as a result of Countrywide's negligence,
willful misconduct, bad faith, or reckless disregard of its duties hereunder.
12. TERMINATION.
A. The provisions of this Agreement shall be effective
on the date first above written, shall continue until December 12, 1997 and
shall continue in force from year to year thereafter, but only so long as such
continuance is approved (1) by Countrywide, (2) by vote, cast in person at a
meeting called for the purpose, of a majority of the Fund's directors who are
not parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇)
of any such party, and (3) by vote of a majority of the Fund's Board of
Directors or a majority of the Fund's outstanding voting securities.
B. Either party may terminate this Agreement on any date by
giving the other party at least sixty (60) days' prior written notice of
such termination specifying the date fixed therefore. Upon termination of this
Agreement, WAM shall pay to Countrywide such compensation as may be due as of
the date of such termination, and shall likewise reimburse Countrywide for any
out-of-pocket expenses and disbursements reasonably incurred by Countrywide to
such date.
C. In the event that in connection with the termination of
this Agreement a successor to any of Countrywide's duties or responsibilities
under this Agreement is designated by WAM by written notice to Countrywide,
Countrywide shall, promptly upon such termination and at the expense of WAM,
transfer to the Fund or its successor, as indicated by such notice, all records
maintained by Countrywide under this Agreement and shall cooperate in the
transfer of such duties and responsibilities, including provision for
assistance from Countrywide's cognizant personnel in the establishment of
books, records and other data by such successor. In the event this Agreement is
terminated by reason of Countrywide's failure to comply with any provision
hereof, WAM shall not pay any expenses of Countrywide in connection with its
duties in this paragraph.
13. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent Countrywide or any
affiliated person (as defined in the ▇▇▇▇ ▇▇▇) of Countrywide from providing
services for any other person, firm or corporation (including other investment
companies); provided, however, that Countrywide expressly represents that it
will undertake no activities which, in its judgment, will adversely affect the
performance of its obligations to WAM under this Agreement.
14. SEVERABILITY.
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
15. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by the laws of the State of
New York. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretations thereof, if any, by the United States Courts or
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission issued pursuant
to said 1940 Act. In addition, where the effect of a requirement of the 1940
Act, reflected in any provision of this Agreement, is revised by
rule, regulation or order of the Securities and Exchange Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.
16. NOTICES.
All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing (including telex
and telegraphic communication) and shall be (as elected by the person giving
such notice) hand delivered by messenger or courier service, telecommunicated,
or mailed (airmail if international) by registered or certified mail (postage
prepaid), return receipt requested, addressed to:
To WAM and the Fund: Waterhouse Asset Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
To Countrywide: Countrywide Fund Services, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
or to such other address as any party may designate by notice complying with the
terms of this Section 16. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method; and (d) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by
the postal authorities as not deliverable, as the case may be, if mailed.
17. AMENDMENT.
This Agreement may not be amended or modified except by a
written agreement executed by both parties and approved by the Fund's Board of
Directors.
18. BINDING EFFECT.
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
19. COUNTERPARTS.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. FORCE MAJEURE.
If Countrywide shall be delayed in its performance of services
or prevented entirely or in part from performing services due to causes or
events beyond its control, including and without limitation, acts of God,
interruption of power or other utility, transportation or communication
services, acts of civil or military authority, sabotages, national emergencies,
explosion, flood, accident, earthquake or other catastrophe, fire, strike or
other labor problems, legal action, present or future law, governmental order,
rule or regulation, or shortages of suitable parts, materials, labor or
transportation, such delay or non-performance shall be excused and a reasonable
time for performance in connection with this Agreement shall be extended to
include the period of such delay or non-performance.
21. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
WATERHOUSE ASSET MANAGEMENT,
INC.
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: President
COUNTRYWIDE FUND SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: President
Schedule A
COMPENSATION
Countrywide will receive a monthly fee from each Portfolio, based upon the
average net assets of such Portfolio during such month, in accordance with the
following schedule:
Portfolio's Average Net Assets Monthly Fee
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Less than $250,000,000 $3,000
$250,000,000 - $400,000,000 4,000
$400,000,000 - $500,000,000 4,500
$500,000,000 - $600,000,000 5,000
Over $600,000,000 6,000