--------------------------------------------------------------------------------
EXHIBIT 9
FORM OF FUND ACCOUNTING AGREEMENT
BETWEEN REGISTRANT AND BANK OF NEW YORK,
FEE SCHEDULE, AND AMENDMENT(S)
--------------------------------------------------------------------------------
FUND ACCOUNTING AGREEMENT
AGREEMENT made as of this 28th day of February, 1997 by and between AUL
AMERICAN SERIES FUND INC., a Maryland corporation having its principal place of
business at Indianapolis, Indiana (hereinafter called the "Fund") and The Bank
of New York, a New York corporation authorized to do a banking business, having
its principal place of business at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter called the "Bank").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the Fund and
the Bank hereby agree as follows:
1. The Fund hereby appoints the Bank to perform the duties hereinafter
set forth.
2. The Bank hereby accepts appointment and agrees to perform the duties
hereinafter set forth.
3. Subject to the provisions of paragraphs 5 and 6 below, the Bank shall
compute the net asset value per share of each Series of shares (the
"Series") of the Fund and shall value the securities and other assets
held by the Fund (the "Securities") at such times and dates and in the
manner specified in the then currently effective Prospectus of the
Fund and as specified in any procedures adopted by the Fund and
specified in written instructions actually received by the Bank from
the Fund.
4. Subject to the provisions of paragraphs 5 and 6 below, the Bank shall
also compute the net income of each Series for dividend purposes and the net
income per share at such times and dates and in the manner specified in the then
currently effective Prospectus of the Fund.
5. To the extent valuation of Securities or computation of a Series' net
asset value, net income for dividend purposes, or net income per share as
specified in the Fund's then currently effective Prospectus is at any time
inconsistent with any applicable laws or regulations, the Fund shall immediately
so notify the Bank in writing and thereafter shall either furnish the Bank at
all appropriate times with the values of such Securities, each Series' net asset
value, net income for dividend purposes or net income per share, as the case may
be, or subject to the prior approval of the Bank, instruct the Bank in writing
to value Securities and compute each Series' net asset value, net income for
dividend purposes, and net income per share in a manner which the Fund then
represents in writing to be consistent with all applicable laws and regulations.
The Fund may also from time to time, subject to the prior approval of the Bank,
instruct the Bank in writing to compute the value of the Securities, a Series'
net asset value, net income for dividend purposes, or net income per share in a
manner other than as specified in paragraphs 3 and 4 of this Agreement. By
giving such instruction, the Fund shall be deemed to have represented that such
instruction is consistent with all applicable laws and regulations and the then
currently effective Prospectus of the Fund. The Fund shall have sole
responsibility for determining the method of valuation of Securities and the
method of computing each Series' net asset value, net income for dividend
purposes and net income per share.
- 2 -
6. The Fund shall furnish the Bank with any and all instructions,
explanations, information, specifications and documentation deemed necessary by
the Bank in the performance of its duties hereunder, including, without
limitation, the amounts or written formula for calculating the amounts and times
of accrual of Fund liabilities and expenses, and the Bank shall comply with any
such instructions, explanations, information, specifications, and documentation.
The Fund shall also furnish the Bank with bid, offer, or market values of
Securities if the Bank notifies the Fund that same are not available to the Bank
from a security pricing or similar service utilized, or subscribed to, by the
Bank which the Bank in its judgment deems reliable at the time such information
is required for calculations hereunder. At any time and from time to time, the
Fund also may furnish the Bank with bid, offer, or market values of Securities
and instruct the Bank to use such information in its calculations hereunder. The
Bank shall at no time be required or obligated to commence or maintain any
utilization of, or subscriptions to, any securities pricing or similar service.
7. The Bank shall promptly advise the Fund, the Fund's custodian and the
Fund's transfer agent of the net asset value, net income for dividend purposes,
and net income per share of each Series upon completion of the computations
required to be made by the Bank pursuant to this Agreement.
8. The Bank shall, as agent for the Fund, maintain and keep current the
books, accounts and other documents, if any, listed in Appendix A hereto and
made a part hereof, as such Appendix A may be amended from time to time, and
preserve any such books, accounts and other documents in accordance with the
applicable provisions of Rule 31a-2 of the General Rules and Regulations under
the Investment Company Act of 1940, as amended (the "Rules"). Such books,
accounts and other documents shall be made available upon reasonable request for
inspection by
- 3 -
officers, employees and auditors of the Fund during the Bank's normal business
hours.
9. All records maintained and preserved by the Bank pursuant to this
Agreement which the Fund is required to maintain and preserve in accordance with
the above-mentioned Rules shall be and remain the property of the Fund and shall
be surrendered to the Fund promptly upon request in the form in which such
records have been maintained and preserved. Upon request of the Fund, the Bank
shall provide in hard copy or on micro-film, whichever the Fund shall elect, any
records included in any such delivery which are maintained by the Bank on a
computer disc, or are similarly maintained, and the Fund shall reimburse the
Bank for its expenses of providing such hard copy or micro-film.
10. The Bank, in performing the services required of it under the terms of
this Agreement, shall be entitled to rely fully on the accuracy and validity of
any and all instructions, explanations, information, specifications and
documentation furnished to it by the Fund and shall have no duty or obligation
to review the accuracy, validity or propriety of such instructions,
explanations, information, specifications or documentation, including, without
limitation, evaluations of Securities; the amounts or formula for calculating
the amounts and times of accrual of Series' liabilities and expenses; the
amounts receivable and the amounts payable on the sale or purchase of
Securities; and amounts receivable or amounts payable for the sale or redemption
of Fund shares effected by or on behalf of the Fund. In the event the Bank's
computations hereunder rely, in whole or in part, upon information, including,
without limitation, bid, offer or market values of Securities or other assets,
or accruals of interest or earnings thereon, from a pricing or similar service
utilized, or subscribed to, by the Bank which the Bank in its judgment deems
reliable, the Bank shall not be responsible for, under any duty
- 4 -
to inquire into, or deemed to make any assurances with respect to, the accuracy
or completeness of such information.
11. The Bank shall not be required to inquire into any valuation of
Securities or other assets by the Fund or any third party described in preceding
paragraph 10 hereof, even though the Bank in performing services similar to the
services provided pursuant to this Agreement for others may receive different
valuations of the same or different securities of the same issuers.
12. The Bank, in performing the services required of it under the terms of
this Agreement, shall not be responsible for determining whether any interest
accruable to the Fund is or will be actually paid, but will accrue such interest
until otherwise instructed by the Fund.
13. The Bank shall not be responsible for delays or errors which occur by
reason of circumstances beyond its control in the performance of its duties
under this Agreement, including, without limitation, labor difficulties beyond
the Bank's control within or without the Bank, mechanical breakdowns beyond the
Bank's control, flood or catastrophe, acts of God, failures of transportation,
communication or power supply beyond the Bank's control, or other similar
circumstances beyond the Bank's control. Nor shall the Bank be responsible for
delays or failures to supply the information or services specified in this
Agreement where such delays or failures are caused by the failure of any
person(s) other than the Bank to supply any instructions, explanations,
information, specifications or documentation deemed necessary by the Bank in the
performance of its duties under this Agreement.
14. No provision of this Agreement shall prevent the Bank from offering
services similar or identical to those covered by this Agreement to any other
corporations, associations or entities of any kind. Any and all operational
- 5 -
procedures, techniques and devices developed by the Bank in connection with the
performance of its duties and obligations under this Agreement, including those
developed in conjunction with the Fund, shall be and remain the property of the
Bank, and the Bank shall be free to employ such procedures, techniques and
devices in connection with the performance of any other contract with any other
person whether or not such contract is similar or identical to this Agreement.
15. The Bank may, with respect to questions of law, apply to and obtain the
advice and opinion of counsel to the Fund at the Fund's expense or its own
counsel at its own expense and shall be entitled to rely on the advice or
opinion of such counsel. The Bank shall endeavor to notify the Fund in the event
that it acts on advice of counsel that is inconsistent with instructions,
procedures, or requests provided by the Fund.
16. The Bank shall be entitled to rely upon any oral instructions received
by the Bank and reasonably believed by the Bank to be given by or on behalf of
the Fund in accordance with procedures for providing oral instructions agreed to
by the Bank and the Fund, even if the Bank subsequently receives written
instructions contradicting such oral instructions, provided, that if such
contradicting written instructions are received by the Bank before the Bank has
commenced to act on the oral instructions, the Bank shall cease acting and
request clarifying written instructions from the Fund. The books and records of
the Bank with respect to the content of any oral instruction shall be binding
and conclusive.
17. The Bank shall not be liable for any loss, damage or expense, including
counsel fees and other costs and expenses of a defense against any claim or
liability, resulting from, arising out of, or in connection with its performance
hereunder, including its actions or omissions, the incompleteness or inaccuracy
of any specifications or other information furnished by the Fund, or for delays
caused by circumstances beyond the
- 6 -
Bank's control, unless such loss, damage or expense arises out of the bad faith,
negligence, or willful misconduct of the Bank. In no event shall the Bank be
liable to the Company or any third party for special, indirect, or consequential
damages, or for lost profits or loss of business, arising under or in connection
with this Agreement, even if previously informed of the possibility of such
damages and regardless of the form of action.
18. Without limiting the generality of the foregoing, the Fund shall
indemnify the Bank against and save the Bank harmless from any loss, damage or
expense, including counsel fees and other costs and expenses of a defense
against any claim or liability, arising from any one or more of the following:
(a) Errors in records or instructions, explanations, information,
specifications or documentation of any kind, as the case may be,
supplied to the Bank by any third party described in preceding
paragraph 10 hereof or by or on behalf of the Fund;
(b) Action or inaction taken or omitted to be taken by the Bank pursuant
to written or oral instructions of the Fund or otherwise without bad
faith, negligence or willful misconduct;
(c) Any action taken or omitted to be taken by the Bank in good faith in
accordance with the advice or opinion of counsel for the Fund or its
own counsel;
(d) Any improper use by the Fund or its agents, distributor or investment
advisor of any valuations or computations supplied by the Bank
pursuant to this Agreement;
(e) The method provided or utilized by the Fund of valuation of the
Securities and the method of computing each
- 7 -
Series' net asset value, net income for dividend purposes, and net
income per share; or
(f) Any valuations of Securities, net asset value, net income for dividend
purposes, or net income per share provided by the Fund.
19. In consideration for all of the services to be performed by the Bank as
set forth herein the Bank shall be entitled to receive reimbursement for all
out-of-pocket expenses reasonably incurred and such compensation as may be
agreed upon in writing from time to time between the Bank and the Fund.
20. Attached hereto as Appendix B is a list of persons duly authorized by
the Board of Directors of the Fund to execute this Agreement and give any
written or oral instructions, or written or oral specifications, by or on behalf
of the Fund. From time to time the Fund may deliver a new Appendix B to add or
delete any person and the Bank shall be entitled to rely on the last Appendix B
actually received by the Bank.
21. The Fund represents and warrants to the Bank that it has all requisite
power to execute and deliver this Agreement, to give any written or oral
instructions contemplated hereby, and to perform the actions or obligations
contemplated to be performed by it hereunder, and has taken all necessary action
to authorize such execution, delivery, and performance.
22. Unless The Bank of New York is acting as the sole custodian for the
Fund, on each day on which the Bank is to make calculations hereunder, the Fund
shall deliver to the Bank, at least one-half hour before the Bank is to make any
such calculations, a signed written specification of the Securities of each
Series. The Bank shall be entitled to rely on such specifications in making its
calculations hereunder for such day. If The Bank of New York is acting as the
sole custodian for the Fund, the Bank shall be entitled to rely on
- 8 -
specifications of Securities furnished by The Bank of New York as custodian.
23. This Agreement shall not be assignable by the Fund without the prior
written consent of the Bank, or by the Bank without the prior written consent of
the Fund.
24. Either of the parties hereto may terminate this Agreement by giving the
other party a notice in writing specifying the date of such termination, which
shall not be less than one hundred eighty (180) days after the date of giving of
such notice. Upon the date set forth in such notice, the Bank shall deliver to
the Fund all records then the property of the Fund and, upon such delivery, the
Bank shall be relieved of all duties and responsibilities under this Agreement.
25. This Agreement may not be amended or modified in any manner except by
written agreement executed on behalf of both parties hereto.
26. This Agreement is executed in the State of New York and all laws and
rules of construction of the State of New York (other than those relating to
choice of laws) shall govern the rights, duties and obligations of the parties
hereto.
27. The performance and provisions of this Agreement are intended to
benefit only the Bank and the Fund, and no rights shall be granted to any other
person by virtue of this Agreement.
- 9 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
AUL AMERICAN SERIES FUND INC.
By:__________________________________
Attest:
__________________________________
THE BANK OF NEW YORK
By:___________________________________
Attest:
__________________________________
APPENDIX B
I, Xxxxxxx X. Xxxxxx, Secretary of AUL AMERICAN SERIES FUND, INC., a
Maryland corporation (the "Fund"), do hereby certify that:
The following individuals serve in the following positions with the Fund
and with American United Life Insurance Company ("AUL"), the Adviser to the
Fund, and each has been duly elected or appointed by the Board of Directors of
the Fund or the Adviser to each such position and qualified therefor in
conformity with the Fund's or AUL's Articles of Incorporation and By-Laws, and
the signatures set forth opposite their respective names are their true and
correct signatures. Except as noted, any two of the following persons are
authorized to give written or oral instructions or written or oral
specifications by or on behalf of the Fund to the Bank.
Name Position Signature
---- -------- ---------
Xxxx X. Xxxxx Vice President, Fixed Income ___________________________
Securities, American United Life
Insurance Company
Xxxxxxx X. Xxxxx General Counsel and Secretary, ___________________________
American United Life Insurance
Company
Xxxxxx X. Xxxxxxx Vice President, Mortgage Loans, ___________________________
American United Life Insurance
Company
Xxxxxxx X. Xxxxxxxx Vice President, Equities, ___________________________
Securities, American United Life
Insurance Company
Xxxx X. Xxxxxxx Treasurer, American United Life ___________________________
Insurance Company
Xxxxx X. Xxxxxx Chairman, Board of Directors ___________________________
and President, AUL American
Series Fund, Inc., Senior Vice
President, Corporate Finance,
American United Life
Insurance Company
R. Xxxxxxx Xxxxxxxxx Executive Vice President and ___________________________
Director, American United Life
Insurance Company
G. Xxxxx Xxxx Senior Vice President, ___________________________
Investments, American United
Life Insurance Company
Xxxxx X. Xxxxxx Chairman of the Board, President ___________________________
and Chief Executive Officer,
American United Life Insurance
Company
Xxxxx X. Xxxxxxxx Vice President, Treasurer & ___________________________
Director, AUL American Series
Fund, Inc., Senior Vice President,
Pensions, American United Life
Insurance Company
Xxxxx Xxxxxx Controller, American United Life ___________________________
Insurance Company
Xxxxxxx X. Xxxxxx Secretary, AUL American Series ___________________________
Fund, Inc., Associate General
Counsel, American United Life
Insurance Company
The following individuals are also authorized to act as signatories for the Fund
provided that one of the individuals listed above has previously signed on
behalf of the Fund, and provided further that the Assistant Vice President,
General Accounting, shall not sign with the Controller, AUL, and the Assistant
Treasurer, AUL, shall not sign with the Treasurer, AUL.
Xxxxx X. Xxxxxxx Assistant Treasurer, American ___________________________
United Life Insurance Company
Xxxxxx X. Xxxxx Assistant Vice President, General ___________________________
Accounting, American United Life
Insurance Company
IN WITNESS WHEREOF, I hereunto set my hand and the seal of AUL AMERICAN
SERIES FUND INC., as of the 28th day of February, 1997.
______________________________
Xxxxxxx X. Xxxxxx, Secretary
[SEAL]
WORLDWIDE SECURITIES PROCESSING SERVICES
M U T U A L F U N D S
FUND ACCOUNTING FEE SCHEDULE
FOR THE
AUL AMERICAN SERIES FUND, INC.
PORTFOLIOS AS
IDENTIFIED ON THE ATTACHED
SCHEDULE I
Domestic Accounting Fee
-----------------------
5 basis points, per annum, on the net asset value of portfolio securities.
* Global Accounting Fee
-----------------------
6 basis points, per annum, on the net asset value of portfolio securities.
Minimum Fee
-----------
If the asset based fee is less than the per annum minimum prorated monthly the
difference is billed monthly.
Domestic Portfolios $30,000, per annum, per portfolio.
Global Portfolios $40,000, per annum, per portfolio.
Multiple Class Charges
----------------------
$300.00 per month, for each additional class above one.
* The global fee schedule applies to any Fund holding any foreign denominated
securities.
THE
BANK OF
NEW
YORK
WORLDWIDE SECURITIES PROCESSING SERVICES
M U T U A L F U N D S
FUND ACCOUNTING FEE SCHEDULE
FOR THE
AUL AMERICAN SERIES FUND, INC.
PORTFOLIOS AS
IDENTIFIED ON THE ATTACHED
SCHEDULE I
Out-of-Pocket Expenses
----------------------
Obtaining prices from information vendors will be in addition to the stated
fees.
Billing Cycle
-------------
The above fees will be billed on a monthly basis.
AUL American Series Fund, Inc. The Bank of New York
Accepted by:__________________________ Accepted by: _______________________
Title: _______________________________ Title ______________________________
Date: ________________________________ Date: ______________________________
THE
BANK OF
NEW
YORK
WORLDWIDE SECURITIES PROCESSING SERVICES
M U T U A L F U N D S
SCHEDULE I
FOR THE
AUL AMERICAN SERIES FUND, INC.
PORTFOLIOS
The Equity Portfolio (domestic)
The Money Market Portfolio (domestic)
The Bond Fund Portfolio (domestic)
The Managed Fund Portfolio (domestic)
The Tactical Fund Portfolio (domestic)
Conservative Investor (global)
Moderate Investor (global)
Aggressive Investor (global)
THE
BANK OF
NEW
YORK
APPENDIX A TO FUND ACCOUNTING AGREEMENT
BETWEEN
THE BANK OF NEW YORK
AND
AUL AMERICAN SERIES FUND INC.
I. The Bank of New York (the "Bank"), as agent for AUL AMERICAN SERIES
FUND INC. (the "Fund"), shall maintain the following records on a
daily basis for each Series.
1. Report of priced portfolio securities
2. Statement of net asset value per share
3. Net income of the Fund for dividend purposes
4. Net income per share
5. Yield of the Fund
II. The Bank shall maintain the following records on a monthly basis for
each Series:
1. General Ledger
2. General Journal
3. Cash Receipts Journal
4. Cash Disbursements Journal
5. Subscriptions Journal
6. Redemptions Journal
7. Accounts Receivable Reports
8. Accounts Payable Reports
9. Open Subscriptions/Redemption Reports
10. Transaction (Securities) Journal
11. Broker Net Trades Reports
- 2 -
III. The Bank shall prepare a Holdings Ledger on a quarterly basis, and a
Buy-Sell Ledger (Broker's Ledger) on a semiannual basis for each
Series. Schedule D shall be produced on an annual basis for each
Series.
The above reports may be printed according to any other required
frequency to meet the requirements of the Internal Revenue Service,
The Securities and Exchange Commission and the Fund's Auditors.
IV. For internal control purposes, the Bank uses the Account Journals
produced by The Bank of New York Custody System to record daily
settlements of the following for each Series:
1. Securities bought
2. Securities sold
3. Interest received
4. Dividends received
5. Capital stock sold
6. Capital stock redeemed
7. Other income and expenses
All portfolio purchases for the Fund are recorded to reflect expected
maturity value and total cost including any prepaid interest.
FORM OF ADDENDUM TO AGENCY AGREEMENT
The Agency Agreement, made the 28th day of February, 1997, between AUL
American Series Fund, Inc. (the "Fund"), a Maryland corporation, and The Bank of
New York (the "Bank"), a banking association with its principal place of
business in New York, New York (the "Agreement") is hereby amended by the
addition of the provisions set forth in this Addendum to the Agreement, which is
made this ____ day of ________________, 1997.
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Fund has appointed the Bank as
Bookkeeping Agent, Transfer Agent, and Dividend Disbursing Agent and the Bank
has accepted such appointment; and
WHEREAS, the Fund currently consists of five separate portfolios designated
as AUL American Equity Portfolio, the AUL American Bond Portfolio, the AUL
American Money Market Portfolio, the AUL American Managed Portfolio, and the AUL
American Tactical Asset Allocation Portfolio (each a "Portfolio"); and
WHEREAS, the Fund intends to establish three additional Portfolios to be
designated as the AUL American Conservative Investor Portfolio (the "Conserva-
tive Investor Portfolio"), the AUL American Moderate Investor Portfolio (the
"Moderate Investor Portfolio"), and the AUL American Aggressive Investor
Portfolio (the "Aggressive Investor Portfolio"); hereinafter collectively
referred to as the "LifeStyle Portfolios" and
WHEREAS, the Fund desires to appoint the Bank as Bookkeeping Agent,
Transfer Agent, and Dividend Disbursing Agent for the LifeStyle Portfolios on
the terms set forth in the Agreement and in this Addendum to the Agreement; and
WHEREAS, the Bank is willing to accept such appointment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Addendum, it is agreed between the parties hereto as follows:
1. In addition to its responsibilities as specified in the Agreement, the
Fund hereby employs and appoints the Bank as Bookkeeping Agent, Transfer Agent,
and Dividend Disbursing Agent with respect to the LifeStyle Portfolios which, in
addition to all other Portfolios previously established by the Fund, shall be
deemed Portfolios under the Agreement as provided for in the Agreement, subject
to the terms and conditions as specified in the Agreement and this Addendum,
including the compensation provisions in paragraph fifteen (15) ("Fees and
Charges") of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below on the date written above.
On Behalf of AUL AMERICAN SERIES FUND, INC.
By: ___________________________________ _________________________________
ATTEST: Xxxxxxx X. Xxxxxx, Secretary to Xxxxx X. Xxxxxx, Chairman of the
the Board of Directors Board of Directors and President
On Behalf of THE BANK OF NEW YORK
By: ________________________________ Attest:____________________________
Name: Name:
Title: Title:
