Exhibit 9(a)
FUND ACCOUNTING AGREEMENT
FUND ACCOUNTING AGREEMENT, dated as of _______ __, 199_, by and between
Asset Allocation Portfolios, a New York trust (the "Trust"), and IBT Fund
Services (Canada), Inc. ("IBT").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended
(collectively with the rules and regulations promulgated thereunder as amended
from time to time, the "1940 Act");
WHEREAS, the Trust wishes to engage IBT, subject to the direction and
control of the Board of Trustees of the Trust (the "Board"), to provide certain
fund accounting services with respect to its series Asset Allocation Portfolio
200, Asset Allocation Portfolio 300, Asset Allocation Portfolio 400 and Asset
Allocation Portfolio 500, and any future series of the Trust added to this
Agreement by mutual written consent (each a "Portfolio"), and IBT is willing to
provide such services to the Trust, on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Maintenance of Records. IBT shall maintain records with respect to
transactions for which IBT is responsible pursuant to the terms and conditions
of this Agreement or which the Trust is required to maintain pursuant to
Section 31(a) of the 1940 Act and will furnish the Trust daily with a statement
of condition of each Portfolio. The books and records of IBT pertaining to its
actions under this Agreement and reports by IBT or its independent accountants
concerning its accounting system and internal accounting controls will be open
to inspection and audit at reasonable times by officers or auditors employed by
the Trust and will be preserved by IBT in the manner and in accordance with the
1940 Act.
IBT shall keep the books of account and render statements or copies from
time to time as reasonably requested by the Treasurer or any other executive
officer of the Trust. IBT shall also assist generally in the preparation of
reports to investors and others, audits of accounts and other ministerial
matters of like nature.
IBT shall at all times act in accordance with the Onshore/Offshore
Operating Policies and Procedures approved by the Board and in effect from time
to time with respect to the Trust, to the extent they apply to IBT and its
services hereunder.
2. Portfolio Valuation. IBT shall compute and, unless otherwise directed
by the Board, determine as of the close of regular trading on the New York
Stock Exchange on each day on which said exchange is open for unrestricted
trading and/or on such other days and/or as of such other hours, if any, as may
be authorized by the Board, the net asset value and, if applicable, the yield
of each Portfolio, such determination to be made in accordance with the
provisions of the Declaration of Trust and By-Laws of the Trust and the Trust's
registration statement(s) on Form N-1A, as they may from time to time be
amended, and any applicable resolutions of the Board at the time in force. IBT
shall notify the Trust, or such other persons as the Trust may request,
promptly of the results of such computation and determination. In computing the
net asset value of each Portfolio hereunder, IBT may rely in good faith upon
information furnished to it by an Authorized Person (as defined below) in
respect of (i) the manner of accrual of the liabilities of each Portfolio and
in respect of liabilities of each Portfolio not appearing on its books of
account kept by IBT, (ii) reserves, if any, authorized by the Board or that no
such reserves have been authorized, (iii) the source of the portfolio security
quotations approved by the Board for use in computing the net asset value, (iv)
the value to be assigned to any security for which price quotations are not
readily available, and (v) the method of computation of the net asset value.
IBT shall not be responsible for any loss occasioned by such reliance or for
any good faith reliance on any quotations received from a source referred to in
(iii) above. If the Trust notifies IBT that any of its accounting books,
records, reports or statements are erroneous in any respect, IBT shall endeavor
in a timely manner to correct such error.
In addition, IBT shall determine daily the net asset value of each
investor's beneficial interest (each an "Interest") in each Portfolio and shall
allocate daily among the investors in each Portfolio on a pro rata basis all
incremental investment activity.
As used herein, the term "Authorized Person" means any of the persons duly
authorized to give Proper Instructions (as defined below) or otherwise act on
behalf of the Trust or a Portfolio by appropriate resolution of the Board.
As used herein, the term "Proper Instructions" means (i) instructions
given by an Authorized Person as shall have been designated in a certificate by
an officer of the Trust, such instructions to be given in such form and manner
as IBT and the Trust shall agree upon from time to time and (ii) instructions
(which may be continuing instructions) regarding other matters signed or
initialed by such one or more persons from time to time designated in a
certificate by an officer of the Trust as having been authorized by the Board.
Oral instructions will be considered Proper Instructions if IBT reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Trust shall cause
all oral instructions to be promptly confirmed in writing. IBT shall act upon
and comply with any subsequent Proper Instruction which modifies a prior
instruction, and the sole obligation of IBT with respect to any follow-up or
confirmatory instruction shall be to make reasonable efforts to detect any
discrepancy between the original instruction and such confirmation and to
report such discrepancy to the Trust. The Trust shall be responsible, at the
Trust's expense, for taking any action, including any reprocessing, necessary
to correct any such discrepancy or errors, and to the extent such action
requires IBT to act, the Trust shall give IBT specific Proper Instructions as
to the action required. Upon receipt of a certificate by an officer of the
Trust as to the authorization by the Board accompanied by a detailed
description of procedures approved by the Trust, Proper Instructions may
include communication effected directly between electromechanical or electronic
devices provided that the Board and IBT are satisfied that such procedures
afford adequate safeguards for the Portfolios.
The Secretary or Assistant Secretary of the Trust will at all times
maintain on file with IBT his or her certification to IBT, in such form as may
be acceptable to IBT, of (i) the names and signatures of the Authorized Persons
and (ii) the names of the members of the Board of Trustees, it being understood
that upon the occurrence of any change in the information set forth in the most
recent certification on file (including without limitation any person named in
the most recent certification who is no longer an Authorized Person), the
Secretary or Assistant Secretary of the Trust, will sign a new or amended
certification setting forth the change and the new, additional or omitted names
or signatures. IBT will be entitled to rely and act upon any certificate given
to it by an officer of the Trust which has been signed by Authorized Persons
named in the most recent certification.
3. Allocation of Charges and Expenses. IBT shall furnish at its own
expense all necessary services, facilities and personnel in connection with its
responsibilities under this agreement. It is understood that the Trust will pay
from assets of the Portfolios its own expenses allocable to the Portfolios
including, without limitation, organization costs of the Portfolios;
compensation of Trustees who are not "interested persons" of the Trust;
governmental fees; interest charges; loan commitment fees; taxes; membership
dues in industry associations allocable to the Trust; fees and expenses of
independent auditors, legal counsel and any transfer agent, distributor,
registrar or dividend disbursing agent of the Trust; expenses of issuing and
redeeming Interests and servicing investor accounts; expenses of preparing,
typesetting, printing and mailing registration statements, reports to
investors, notices, and reports to governmental officers and commissions;
expenses connected with the execution, recording and settlement of security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Portfolios, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of the Portfolios (including but not limited to the fees of independent
pricing services); expenses relating to the issuance and registration of
Interests; and such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the Trust on
behalf of any Portfolio may be a party and the legal obligation which the Trust
may have to indemnify its Trustees and officers with respect thereto.
4. Compensation of IBT. For the services to be rendered and the facilities
to be provided by IBT hereunder, the Trust shall pay to IBT a fund accounting
fee from the assets of each Portfolio, computed and paid monthly, in accordance
with the schedule attached as Exhibit A.
5. Limitation of Liability of IBT. IBT shall not be liable for any error
of judgment or mistake of law or for any act or omission in the performance of
its duties hereunder, provided IBT acted in good faith and without negligence
in the performance of its duties. As used in this Section 5, the term "IBT"
shall include IBT and/or any of its affiliates and the Directors, officers and
employees of IBT and/or any of its affiliates.
IBT will be entitled to receive and act upon the advice of independent
counsel of its own selection, which may be counsel for the Trust, and will be
without liability for any action taken or thing done or omitted to be done in
accordance with this Agreement in good faith in conformity with such advice. In
the performance of its duties hereunder, IBT will be protected and not be
liable, and will be indemnified and held harmless by the Trust, for any action
taken or omitted to be taken by it in good faith reliance upon the terms of
this Agreement, any certificate by an officer of the Trust, Proper
Instructions, resolution of the Board, telegram, notice, request, certificate
or other instrument reasonably believed by IBT to be genuine and for any other
loss to the Trust or a Portfolio except in the case of IBT's bad faith or
negligence in the performance of its duties hereunder.
IBT will be under no duty or obligation to inquire into and will not be
liable for:
(a) the validity of the issue of any portfolio securities purchased by or
for a Portfolio, the legality of the purchases thereof or the propriety of
the price incurred therefore;
(b) the legality of any sale of any portfolio securities by or for a
Portfolio or the propriety of the amount for which the same are sold;
(c) the legality of any issue or sale of any Interest in a Portfolio or
the sufficiency of the amount to be received therefor; and
(d) the legality of any withdrawal or redemption by an investor of a
portion of its Interest in a Portfolio or the legality of the distribution
of any portfolio securities as payment in kind to make such withdrawal or
redemption.
Moreover, IBT will not be under any duty or obligation to ascertain
whether any portfolio securities at any time delivered to or held by it for the
account of a Portfolio are such as may properly be held by a Portfolio under
the provisions of the Trust's Declaration of Trust, By-Laws, the Portfolio's
registration statement on Form N-1A, any federal or state statutes or any rule
or regulation of any governmental agency.
Notwithstanding anything in this Agreement to the contrary, in no event
shall IBT be liable hereunder or to any third party for any losses or damages
of any kind resulting from acts of God, earthquakes, fires, floods, storms or
other disturbances of nature, epidemics, strikes, riots, nationalization,
expropriation, currency restrictions, acts of war, civil war or terrorism,
insurrection, nuclear fusion, fission or radiation, the interruption, loss or
malfunction of utilities, transportation, or computers (hardware or software)
and computer facilities, the unavailability of energy sources and other similar
happenings or events except as results from IBT's own negligence.
6. Activities of IBT. The services of IBT to the Trust are not to be
deemed to be exclusive, IBT being free to render fund accounting and/or other
services to other parties. It is understood that Trustees, officers, and
investors in a Portfolio are or may become interested in IBT and/or any of its
affiliates, as Directors, officers, employees, or otherwise, and that
Directors, officers and employees of IBT and/or any of its affiliates are or
may become similarly interested in the Trust and that IBT and/or any of its
affiliates may be or become interested in the Trust as an investor or
otherwise.
7. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, unless terminated
as set forth in this Section 7.
This Agreement may be terminated at any time without the payment of any
penalty, with respect to any Portfolio or the Trust, by the Board or by the
vote of a "majority of the outstanding voting securities" (as defined in the
0000 Xxx) of the applicable Portfolio or the Trust, or by IBT, in each case on
not more than 60 days' nor less than 30 days' written notice to the other
party.
8. Subcontracting by IBT. IBT may subcontract for the performance of IBT's
obligations hereunder with any one or more persons; provided, however, that
unless the Trust otherwise expressly agrees in writing, IBT shall be fully
responsible to the Trust for the acts and omissions of any subcontractor as it
would be for its own acts or omissions. IBT shall give the Trust timely notice
prior to the consummation of any initial or substituted subcontract of its
intention to subcontract its obligations hereunder and of the identity of the
proposed initial or substituted subcontractor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written. The
undersigned has executed this Agreement not individually, but as an officer
under the Trust's Declaration of Trust, and the obligations of this Agreement
are not binding upon the Trust's Trustees or its officers individually. The
obligations of the Trust with respect to each Portfolio are binding only upon
that Portfolio and may be satisfied only from the assets of that particular
Portfolio.
ASSET ALLOCATION PORTFOLIOS
By:
Name:
Title:
IBT FUND SERVICES (CANADA), INC.
By:
Name:
Title:
Exhibit A
[To be provided.]
