Exhibit (h)(8)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 1st day of February, 1997 between AARP Managed
Investment Portfolios Trust (the "Fund"), on behalf of AARP Diversified Growth
Portfolio (hereinafter called the "Portfolio"), a registered open-end management
investment company with its principal place of business in Boston, Massachusetts
and Xxxxxxx Fund Accounting Corporation, with its principal place of business in
Boston, Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this Agreement
as the Portfolio's fund accounting agent, and as such FUND ACCOUNTING
shall:
a. Maintain and preserve all accounts, books, financial records and
other documents as are required of the Fund under Section 31 of
the Investment Company Act of 1940 (the "1940 Act") and Rules
31a-1, 31a-2 and 31a-3 thereunder, applicable federal and state
laws and any other law or administrative rules or procedures
which may be applicable to the Fund on behalf of the Portfolio,
other than those accounts, books and financial records required
to be maintained by the Fund's custodian or transfer agent
and/or books and records maintained by all other service
providers necessary for the Fund to conduct its business as a
registered open-end management investment company. All such
books and records shall be the property of the Fund and shall at
all times during regular business hours be open for inspection
by, and shall be surrendered promptly upon request of, duly
authorized officers of the Fund. All such books and records
shall at all times during regular business hours be open for
inspection, upon request of duly authorized officers of the
Fund, by employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's
net asset value and net income
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the
Fund or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if
applicable, its public offering price and/or its daily dividend
rates and money market yields, in accordance with Section 3 of
the Agreement and notify the Fund and such other
persons as the Fund may reasonably request of the net asset
value per share, the public offering price and/or its daily
dividend rates and money market yields.
Section 2. Calculation of Fees for Other Service Providers
Pursuant to the Special Servicing Agreement dated February 1, 1997,
among the Fund, AARP Financial Services Company, Xxxxxxx Service
Corporation, Xxxxxxx, Xxxxxxx & Xxxxx, Inc., FUND ACCOUNTING, Xxxxxxx
Trust Company, Xxxxxxx Investor Services, Inc. and the various funds in
which the Fund may invest (the "Underlying Funds") (the "Special
Servicing Agreement"), FUND ACCOUNTING shall calculate the amount of the
Fund's fees and expenses due to the Fund's custodian, underwriter,
accounting agent, transfer and dividend disbursing agent pursuant to
agreements in place between the Fund and each respective service
provider, as well as any other amounts due persons as a result of the
Fund's operations under any other agreement or otherwise ("Expenses"),
excluding, however, non-recurring and extraordinary expenses (such
non-recurring and extraordinary expenses include: the fees and costs of
actions, suits or proceedings and any penalties or damages in connection
therewith, to which the Fund and/or Portfolio may incur directly, or may
incur as a result of its legal obligation to provide indemnification to
its officers, directors and agents; the fees and costs of any
governmental investigation and any fines or penalties in connection
therewith; and any federal, state or local tax, or related interest
penalties or additions to tax, incurred, for example, as a result of the
Fund's failure to distribute all of its earnings, failure to qualify
under subchapter M of the Internal Revenue Code, or failure to timely
file any required tax returns or other filings). FUND ACCOUNTING shall
also calculate the estimated savings to the Underlying Funds as a result
of the Fund's operation ("Savings") and determine the level of excess
savings with respect to each Underlying Fund ("Savings less Expenses").
FUND ACCOUNTING shall then deliver proper instructions to each of the
Underlying Funds and/or Xxxxxxx, Xxxxxxx & Xxxxx, Inc. as to the amount
of payments to be made to the Fund's service providers or other persons
pursuant to the Special Servicing Agreement.
Section 3. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's
Registration Statement, as amended or supplemented from time to time
(hereinafter referred to as the "Registration Statement"); (b) the
resolutions of the Board of Trustees of the Fund at the time in force
and applicable, as they may from time to time be delivered to FUND
ACCOUNTING, and (c) Proper Instructions from such officers of the Fund
or other persons as are from time to time authorized by the Board of
Trustees of the Fund to give instructions with respect to computation
and determination of the net asset value. FUND ACCOUNTING may use one or
more external pricing services, including broker-dealers, provided that
an appropriate officer of the Fund shall have approved such use in
advance.
Section 4. Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset value, including
net income, in a manner consistent with the specific provisions of the
Registration Statement. Such computation shall be made as of the time or
times specified in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and money market
yields, if applicable, in accordance with the methodology set forth in
the Registration Statement.
Section 5. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making the necessary
computations FUND ACCOUNTING shall be entitled to receive, and may rely
upon, information furnished it by means of Proper Instructions,
including but not limited to:
a. The manner and amount of accrual of expenses to be recorded on
the books of the Portfolio;
b. The source of quotations to be used for such securities as may
not be available through FUND ACCOUNTING's normal pricing
services;
c. The value to be assigned to any asset for which no price
quotations are readily available;
d. If applicable, the manner of computation of the public offering
price and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in shares of beneficial interest.
FUND ACCOUNTING shall be entitled to receive, and shall be entitled to
rely upon, as conclusive proof of any fact or matter required to be
ascertained by it hereunder, a certificate, letter or other instrument
signed by an authorized officer of the Fund or any other person
authorized by the Fund's Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon advice of
Counsel (which may be Counsel for the Fund) at the reasonable expense of
the Portfolio and shall be without liability for any action taken or
thing done in good faith in reliance upon such advice.
FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.
Section 6. Proper Instructions
"Proper Instructions" as used herein means any certificate, letter or
other instrument or telephone call reasonably believed by FUND
ACCOUNTING to be genuine and to have been properly made or signed by any
authorized officer of the Fund or person certified to FUND ACCOUNTING as
being authorized by the Board of Trustees. The Fund, on behalf of the
Portfolio, shall cause oral instructions to be confirmed in writing.
Proper Instructions may include communications effected directly between
electro-mechanical or
electronic devices as from time to time agreed to by an authorized
officer of the Fund and FUND ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to the
appropriate person(s) within FUND ACCOUNTING a copy of the Registration
Statement as in effect from time to time. FUND ACCOUNTING may
conclusively rely on the Fund's most recently delivered Registration
Statement for all purposes under this Agreement and shall not be liable
to the Portfolio or the Fund in acting in reliance thereon.
Section 7. Standard of Care and Indemnification
FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND
ACCOUNTING shall not be liable under this Agreement for any error of
judgment or mistake of law made in good faith and consistent with the
foregoing standard of care, provided that nothing in this Agreement
shall be deemed to protect or purport to protect FUND ACCOUNTING against
any liability to the Fund, the Portfolio or its shareholders to which
FUND ACCOUNTING would otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the performance of its duties,
or by reason of its reckless disregard of its obligations and duties
hereunder.
The Fund agrees, on behalf of the Portfolio, to indemnify and hold
harmless FUND ACCOUNTING and its employees, agents and nominees from all
taxes, charges, expenses, assessments, claims and liabilities (including
reasonable attorneys' fees) incurred or assessed against them in
connection with the performance of this Agreement, except such as may
arise from their own negligent action, negligent failure to act or
willful misconduct. The foregoing notwithstanding, FUND ACCOUNTING will
in no event be liable for any loss resulting from the acts, omissions,
lack of financial responsibility, or failure to perform the obligations
of any person or organization designated by the Fund to be the
authorized agent of the Portfolio as a party to any transactions.
FUND ACCOUNTING's responsibility for damage or loss with respect to the
Portfolio's records arising from fire, flood, Acts of God, military
power, war, insurrection or nuclear fission, fusion or radioactivity
shall be limited to the use of FUND ACCOUNTING's best efforts to recover
the Portfolio's records determined to be lost, missing or destroyed.
Section 8. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its services pursuant
to this Agreement such compensation as may from time to time be agreed
upon in writing by the two parties. FUND ACCOUNTING shall be entitled to
recover its reasonable telephone, courier or delivery service, and all
other reasonable out-of-pocket, expenses as incurred, including, without
limitation, reasonable attorneys' fees and reasonable fees for pricing
services.
The payment of amounts due and payable hereunder shall be subject to the
terms of the Special Servicing Agreement.
Section 9. Amendment and Termination
This Agreement shall continue in full force and effect until terminated
as hereinafter provided, may be amended at any time by mutual agreement
of the parties hereto and may be terminated by an instrument in writing
delivered or mailed to the other party. Such termination shall take
effect not sooner than ninety (90) days after the date of delivery or
mailing of such notice of termination. Any termination date is to be no
earlier than four months from the effective date hereof. Upon
termination, FUND ACCOUNTING will turn over to the Fund or its designee
and cease to retain in FUND ACCOUNTING files, records of the
calculations of net asset value and all other records pertaining to its
services hereunder; provided, however, FUND ACCOUNTING in its discretion
may make and retain copies of any and all such records and documents
which it determines appropriate or for its protection.
Section 10. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are not to be
deemed to be exclusive, and it is understood that FUND ACCOUNTING may
perform fund accounting services for others. In acting under this
Agreement, FUND ACCOUNTING shall be an independent contractor and not an
agent of the Fund or the Portfolio.
Section 11. Limitation of Liability for Claims
The Fund's Declaration of Trust, dated October 21, 1996 as amended to
date (the "Declaration"), a copy of which, together with any amendments
thereto, is on file in the Office of the Secretary of State of the
Commonwealth of Massachusetts, provides that the name "AARP Managed
Investment Portfolios Trust" refers to the Trustees under the
Declaration collectively as trustees and not as individuals or
personally, and that no shareholder of the Fund or the Portfolio, or
Trustee, officer, employee or agent of the Fund shall be subject to
claims against or obligations of the Trust or of the Portfolio to any
extent whatsoever, but that the Trust estate only shall be liable.
FUND ACCOUNTING is expressly put on notice of the limitation of
liability as set forth in the Declaration and FUND ACCOUNTING agrees
that the obligations assumed by the Fund and/or the Portfolio under this
Agreement shall be limited in all cases to the Portfolio and its assets,
and FUND ACCOUNTING shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Fund or the Portfolio or
any other series of the Fund, or from any Trustee, officer, employee or
agent of the Fund. FUND ACCOUNTING understands that the rights and
obligations of the Portfolio under the Declaration are separate and
distinct from those of any and all other series of the Fund.
Section 12. Notices
Any notice shall be sufficiently given when delivered or mailed to the
other party at the address of such party set forth below or to such
other person or at such other address as such party may from time to
time specify in writing to the other party.
If to FUND ACCOUNTING: Xxxxxxx Fund Accounting Corporation
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Vice President
If to the Fund - Portfolio: AARP Managed Investment Portfolios Trust -
AARP Diversified Growth Portfolio
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: President, Secretary or Treasurer
Section 13. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the
consent of the Fund as authorized or approved by resolution of its Board
of Trustees. The parties agree that the Special Servicing Agreement does
not constitute an assignment for purposes of this section.
In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive
of or in addition to the provisions of this Agreement as in their joint
opinions may be consistent with this Agreement. Any such interpretive or
additional provisions shall be in writing, signed by both parties and
annexed hereto, but no such provisions shall be deemed to be an
amendment of this Agreement.
This Agreement shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized and its seal to be
hereunder affixed as of the date first written above.
AARP MANAGED INVESTMENT PORTFOLIOS TRUST, on
behalf of
AARP Diversified Growth Portfolio
By:/s/Xxxxxxxx X. Small
-----------------------
President
XXXXXXX FUND ACCOUNTING CORPORATION
By:/s/Xxxxxx X. XxXxxxx
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Vice President
