EXHIBIT 9(c)
ACCOUNTING AND BOOKKEEPING AGREEMENT
This Agreement is made this 12th day of December. 1996, by
and between ▇▇▇▇▇ ▇▇▇ Institutional Trust, a Massachusetts
business trust, (hereinafter referred to as the "Trust") and
▇▇▇▇▇ ▇▇▇ & Farnham Incorporated ("▇▇▇▇▇ ▇▇▇"), a Delaware
corporation.
1. Appointment. The Trust hereby appoints ▇▇▇▇▇ ▇▇▇ to act as
its agent to perform the services described herein with respect
to each series of shares of the Trust (the "Series") identified
in and beginning on the date specified on Appendix I to this
Agreement, as may be amended from time to time. ▇▇▇▇▇ ▇▇▇
hereby accepts appointment as the Trust's agent and agrees to
perform the services described herein.
2. Accounting.
(a) Pricing. For each Series of the Trust, ▇▇▇▇▇ ▇▇▇ shall
value all securities and other assets of the Series, and
compute the net asset value per share of such Series, at such
times and dates and in the manner and by such methodology as is
specified in the then currently effective prospectus and
statement of additional information for such Series, and
pursuant to such other written procedures or instructions
furnished to ▇▇▇▇▇ ▇▇▇ by the Trust. To the extent procedures
or instructions used to value securities or other assets of a
Series under this Agreement are at any time inconsistent with
any applicable law or regulation, the Trust shall provide ▇▇▇▇▇
▇▇▇ with written instructions for valuing such securities or
assets in a manner which the Trust represents to be consistent
with applicable law and regulation.
(b) Net Income. ▇▇▇▇▇ ▇▇▇ shall calculate with such
frequency as the Trust shall direct, the net income of each
Series of the Trust for dividend purposes and on a per share
basis. Such calculation shall be at such times and dates and
in such manner as the Trust shall instruct ▇▇▇▇▇ ▇▇▇ in
writing. For purposes of such calculation, ▇▇▇▇▇ ▇▇▇ shall not
be responsible for determining whether any dividend or interest
accruable to the Trust is or will be actually paid, but will
accrue such dividend and interest unless otherwise instructed
by the Trust.
(c) Capital Gains and Losses. ▇▇▇▇▇ ▇▇▇ shall calculate
gains or losses of each Series of the Trust from the sale or
other disposition of assets of that Series as the Trust shall
direct.
(d) Yields. At the request of the Trust, ▇▇▇▇▇ ▇▇▇ shall
compute yields for each Series of the Trust for such periods
and using such formula as shall be instructed by the Trust.
(e) Communication of Information. ▇▇▇▇▇ ▇▇▇ shall provide
the Trust, the Trust's transfer agent and such other parties as
directed by the Trust with the net asset value per share, the
net income per share and yields for each Series of the Trust at
such time and in such manner and format and with such frequency
as the parties mutually agree.
(f) Information Furnished by the Trust. The Trust shall
furnish ▇▇▇▇▇ ▇▇▇ with any and all instructions, explanations,
information, specifications and documentation deemed necessary
by ▇▇▇▇▇ ▇▇▇ in the performance of its duties hereunder,
including, without limitation, the amounts and/or written
formula for calculating the amounts, and times of accrual of
liabilities and expenses of each Series of the Trust. The
Trust shall also at any time and from time to time furnish
▇▇▇▇▇ ▇▇▇ with bid, offer and/or market values of securities
owned by the Trust if the same are not available to ▇▇▇▇▇ ▇▇▇
from a pricing or similar service designated by the Trust for
use by ▇▇▇▇▇ ▇▇▇ to value securities or other assets. ▇▇▇▇▇
▇▇▇ shall at no time be required to commence or maintain any
utilization of, or subscriptions to, any such service which
shall be the sole responsibility and expense of the Trust.
3. Recordkeeping.
(a) ▇▇▇▇▇ ▇▇▇ shall, as agent for the Trust, maintain and
keep current and preserve the general ledger and other
accounts, books, and financial records of the Trust relating to
activities and obligations under this Agreement in accordance
with the applicable provisions of Section 31(a) of the General
Rules and Regulations under the Investment Company Act of 1940,
as amended (the "Rules").
(b) All records maintained and preserved by ▇▇▇▇▇ ▇▇▇
pursuant to this Agreement which the Trust is required to
maintain and preserve in accordance with the Rules shall be and
remain the property of the Trust and shall be surrendered to
the Trust promptly upon request in the form in which such
records have been maintained and preserved.
(c) ▇▇▇▇▇ ▇▇▇ shall make available on its premises during
regular business hours all records of a Trust for reasonable
audit, use and inspection by the Trust, its agents and any
regulatory agency having authority over the Trusts.
4. Instructions, Opinion of Counsel, and Signatures.
(a) At any time ▇▇▇▇▇ ▇▇▇ may apply to a duly authorized
agent of the Trust for instructions regarding the Trust, and
may consult counsel for such Trust or its own counsel, in
respect of any matter arising in connection with this
Agreement, and it shall not be liable for any action taken or
omitted by it in good faith in accordance with such
instructions or with the advice or opinion of such counsel.
▇▇▇▇▇ ▇▇▇ shall be protected in acting upon any such
instruction, advice, or opinion and upon any other paper or
document delivered by the Trust or such counsel believed by
▇▇▇▇▇ ▇▇▇ to be genuine and to have been signed by the proper
person or persons and shall not be held to have notice of any
change of authority of any officer or agent of the Trust, until
receipt of written notice thereof from such Trust.
(b) ▇▇▇▇▇ ▇▇▇ may receive and accept a certified copy of a
vote of the Board of Trustees of the Trust as conclusive
evidence of (i) the authority of any person to act in
accordance with such vote or (ii) any determination or any
action by the Board of Trustees pursuant to its Agreement and
Declaration of Trust as described in such vote, and such vote
may be considered as in full force and effect until receipt by
▇▇▇▇▇ ▇▇▇ of written notice to the contrary.
5. Compensation. The Trust shall reimburse ▇▇▇▇▇ ▇▇▇ from the
assets of the respective applicable Series of the Trust, for
any and all out-of-pocket expenses and charges in performing
services under this Agreement and such compensation as is
provided in Appendix II to this Agreement, as amended from time
to time. ▇▇▇▇▇ ▇▇▇ shall invoice the Trust as soon as
practicable after the end of each calendar month, with
allocation among the respective Series and full detail, and the
Trust shall promptly pay ▇▇▇▇▇ ▇▇▇ the invoiced amount.
6. Confidentiality of Records. ▇▇▇▇▇ ▇▇▇ agrees not to
disclose any information received from the Trust to any other
client of ▇▇▇▇▇ ▇▇▇ or to any other person except its employees
and agents, and shall use its best efforts to maintain such
information as confidential. Upon termination of this
Agreement, ▇▇▇▇▇ ▇▇▇ shall return to the Trust all records in
the possession and control of ▇▇▇▇▇ ▇▇▇ related to such Trust's
activities, other than ▇▇▇▇▇ ▇▇▇'▇ own business records, it
being also understood and agreed that any programs and systems
used by ▇▇▇▇▇ ▇▇▇ to provide the services rendered hereunder
will not be given to any Trust.
7. Liability and Indemnification.
(a) ▇▇▇▇▇ ▇▇▇ shall not be liable to any Trust for any
action taken or thing done by it or its employees or agents on
behalf of the Trust in carrying out the terms and provisions of
this Agreement if done in good faith and without negligence or
misconduct on the part of ▇▇▇▇▇ ▇▇▇, its employees or agents.
(b) The Trust shall indemnify and hold ▇▇▇▇▇ ▇▇▇, and its
controlling persons, if any, harmless from any and all claims,
actions, suits, losses, costs, damages, and expenses, including
reasonable expenses for counsel, incurred by it in connection
with its acceptance of this Agreement, in connection with any
action or omission by it or its employees or agents in the
performance of its duties hereunder to the Trust, or as a
result of acting upon instructions believed by it to have been
executed by a duly authorized agent of the Trust or as a result
of acting upon information provided by the Trust in form and
under policies agreed to by ▇▇▇▇▇ ▇▇▇ and the Trust, provided
that: (i) to the extent such claims, actions, suits, losses,
costs, damages, or expenses relate solely to one or more
Series, such indemnification shall be only out of the assets of
that Series or group of Series; (ii) this indemnification shall
not apply to actions or omissions constituting negligence or
misconduct on the part of ▇▇▇▇▇ ▇▇▇ or its employees or agents,
including but not limited to willful misfeasance, bad faith, or
gross negligence in the performance of their duties, or
reckless disregard of their obligations and duties under this
Agreement; and (iii) ▇▇▇▇▇ ▇▇▇ shall give the Trust prompt
notice and reasonable opportunity to defend against any such
claim or action in its own name or in the name of ▇▇▇▇▇ ▇▇▇.
(c) ▇▇▇▇▇ ▇▇▇ shall indemnify and hold harmless the Trust
from and against any and all claims, demands, expenses and
liabilities which such Trust may sustain or incur arising out
of, or incurred because of, the negligence or misconduct of
▇▇▇▇▇ ▇▇▇ or its agents or contractors, or the breach by ▇▇▇▇▇
▇▇▇ of its obligations under this Agreement, provided that:
(i) this indemnification shall not apply to actions or
omissions constituting negligence or misconduct on the part of
such Trust or its other agents or contractors and (ii) such
Trust shall give ▇▇▇▇▇ ▇▇▇ prompt notice and reasonable
opportunity to defend against any such claim or action in its
own name or in the name of such Trust.
8. Further Assurances. Each party agrees to perform such
further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
9. Dual Interests. It is understood and agreed that some
person or persons may be trustees, officers, or shareholders of
both the Trusts and ▇▇▇▇▇ ▇▇▇, and that the existence of any
such dual interest shall not affect the validity hereof or of
any transactions hereunder except as otherwise provided by
specific provision of applicable law.
10. Amendment and Termination. This Agreement may be modified
or amended from time to time, or terminated, by mutual
agreement between the parties hereto and may be terminated by
at least one hundred eighty (180) days' written notice given by
one party to the other. Upon termination hereof, the Trust
shall pay to ▇▇▇▇▇ ▇▇▇ such compensation as may be due from it
as of the date of such termination, and shall reimburse ▇▇▇▇▇
▇▇▇ for its costs, expenses, and disbursements payable under
this Agreement to such date. In the event that, in connection
with termination, a successor to any of the duties or
responsibilities of ▇▇▇▇▇ ▇▇▇ hereunder is designated by a
Trust by written notice to ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ shall promptly
upon such termination and at the expense of such Trust, deliver
to such successor all relevant books, records, and data
established or maintained by ▇▇▇▇▇ ▇▇▇ under this Agreement and
shall cooperate in the transfer of such duties and
responsibilities, including provision, at the expense of such
Trust, for assistance from ▇▇▇▇▇ ▇▇▇ personnel in the
establishment of books, records, and other data by such
successor.
11. Assignment. Any interest of ▇▇▇▇▇ ▇▇▇ under this
Agreement shall not be assigned or transferred either
voluntarily or involuntarily, by operation of law or otherwise,
without prior written notice to the Trust.
12. Notice. Any notice under this Agreement shall be in
writing, addressed and delivered or sent by registered mail,
postage prepaid to the other party at such address as such
other party may designate for the receipt of such notices.
Until further notice to the other parties, it is agreed that
the address of the Trust and ▇▇▇▇▇ ▇▇▇ is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary.
13. Non-Liability of Trustees and Shareholders. Any obligation
of the Trust hereunder shall be binding only upon the assets of
that Trust (or the applicable Series thereof), as provided in
the Agreement and Declaration of Trust of that Trust, and shall
not be binding upon any Trustee, officer, employee, agent or
shareholder of the Trust or upon any other Trust. Neither the
authorization of any action by the Trustees or the shareholders
of the Trust, nor the execution of this Agreement on behalf of
the Trust shall impose any liability upon any Trustee or any
shareholder. Nothing in this Agreement shall protect any
Trustee against any liability to which such Trustee would
otherwise be subject by willful misfeasance, bad faith or gross
negligence in the performance of his duties, or reckless
disregard of his obligations and duties under this Agreement.
In connection with the discharge and satisfaction of any claim
made by ▇▇▇▇▇ ▇▇▇ against the Trust involving more than one
Series, the Trust shall have the exclusive right to determine
the appropriate allocations of liability for any such claim
between or among the Series.
14. References and Headings. In this Agreement and in any
such amendment, references to this Agreement and all
expressions such as "herein," "hereof," and "hereunder," shall
be deemed to refer to this Agreement as amended or affected by
any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as part
hereof or control or affect the meaning, construction or effect
of this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an
original.
15. Governing Law. This Agreement shall be governed by the
laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the day and year first above written.
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Secretary
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President, Mutual Funds Division
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Assistant Secretary
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
ACCOUNTING & BOOKKEEPING AGREEMENT
APPENDIX I
The series of ▇▇▇▇▇ ▇▇▇ Institutional Trust currently subject
to this Agreement are as follows:
Series Effective Date
--------- ---------------
▇▇▇▇▇ ▇▇▇ Institutional High Yield Fund January 1, 1997
Dated: December 12,1996
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
ACCOUNTING & BOOKKEEPING AGREEMENT
APPENDIX II
For the services provided under the Accounting &
Bookkeeping Agreement (the "Agreement"), the Trust shall pay
▇▇▇▇▇ ▇▇▇ an annual fee with respect to each series, calculated
and paid monthly, equal to $25,000 plus .0025 percent per annum
of the average daily net assets of the series in excess of $50
million. Such fee shall be paid within thirty days after
receipt of monthly invoice.