EXHIBIT 9(c)
ACCOUNTING AND BOOKKEEPING AGREEMENT
This Agreement is made this 14th day of February. 1997,
by and between ▇▇▇▇▇ ▇▇▇ 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.
▇▇▇▇▇ ▇▇▇ TRUST
ATTEST: By: ____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
____________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED.
ATTEST: By: ____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President, Mutual Funds Division
____________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Assistant Secretary
▇▇▇▇▇ ▇▇▇ TRUST
ACCOUNTING & BOOKKEEPING AGREEMENT
APPENDIX I
The series of ▇▇▇▇▇ ▇▇▇ Trust currently subject to this
Agreement are as follows:
Series Effective Date
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▇▇▇▇▇ ▇▇▇ Institutional Client High
Yield Fund February 14, 1997
Dated: February 14, ▇▇▇▇
▇▇▇▇▇ ▇▇▇ 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.