ACCOUNTING SERVICES AGREEMENT
among
INVESTMENT COMPANY CAPITAL CORP., XXXXXX XXXXXXXX
INVESTMENT TRUST and
DEUTSCHE ASSET MANAGEMENT, INC.
THIS AGREEMENT is made as of September 1, 2000, by and between INVESTMENT
COMPANY CAPITAL CORP., a Maryland corporation ("ICC"), XXXXXX XXXXXXXX
INVESTMENT TRUST, a Delaware business trust (the "Trust"), and DEUTSCHE ASSET
MANAGEMENT, INC., a Delaware corporation (the "Administrator").
W I T N E S E T H:
WHEREAS, the Trust is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust desires to retain ICC to provide accounting services on
behalf of the series of the Trust listed on Appendix A (the "Funds"), as set
forth in this Agreement, and ICC is willing so to serve.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment.The Trust hereby appoints ICC to perform such services and to
serve such functions on behalf of the Trust as set forth in this Agreement, on
the terms set forth in this Agreement. ICC accepts such appointment and agrees
to furnish such services and serve such functions. The Trust has currently
outstanding one or more series of its shares of common stock, par value$.001 per
share ("Shares") and may from time to time hereafter issue separate series or
classes of its Shares or classify and reclassify Shares of any series or class.
2. Delivery of Documents.The Trust has furnished ICC with copies properly
certified or authenticated of the following documents and will furnish ICC from
time to time with copies, properly certified or authenticated, of all amendments
of or supplements thereto, if any:
(a) Resolutions of the Trust's Board of Directors authorizing the
appointment of ICC to act in such capacities on behalf of the Trust as set forth
in the Appendices to this Agreement, and the entering into of this Agreement by
the Trust;
(b) The Trust's Articles of Incorporation and all amendments thereto
(the "Charter") and the Trust's By-Laws and all amendments thereto (the "By-
Laws");
(c) The Trust's most recent Registration Statement on Form N-1A under
the Securities Act of 1933, as amended (the "1933 Act") and under the 1940 Act
as filed with the Securities and Exchange Commission (the "SEC") relating to the
Shares; and
(d) Copies of the Trust's most recent prospectus or prospectuses,
including amendments and supplements thereto (collectively, the "Prospectus").
3. Services to be Provided.ICC will perform the following accounting
functions if required:
(a) Journalize investment, capital share and income and expense;
(b) Verify investment buy/sell trade tickets when received from the
Funds' investment adviser and transmit trades to the Funds'
custodian for proper settlement;
(c) Maintain individual ledgers for investment securities;
(d) Maintain tax lots for each security;
(e) Reconcile cash and investment balances with the custodian, and
provide the Funds' investment adviser with the beginning cash
balance available for investment purposes;
(f) Update the cash availability throughout the day as required by the
Funds' investment adviser;
(g) Post to and prepare the Funds' Statement of Net Assets and
Liabilities and the Statement of Operations;
(h) Calculate various contractual expenses (e.g., adviser and custody
fees);
(i) Monitor the expense accruals and notify Funds' management of any
proposed adjustments;
(j) Control all disbursements from the Funds and authorize such
disbursements upon written instructions from the President or any
other authorized officer of the Funds or the investment adviser;
(k) Calculate capital gains and losses;
(l) Determine the Funds' net income;
(m) Obtain security market quotes from independent pricing services
approved by the investment adviser, or if such quotes are
unavailable, then obtain such prices from the investment adviser,
and in either case calculate the market value of portfolio
investments;
(n) Transmit or mail a copy of the daily portfolio valuation to the
Funds' investment adviser;
(o) Compute the Funds' net asset value;
(p) As appropriate, compute the yields, total return, expense ratios,
portfolio turnover rate;
(q) Prepare a monthly financial statement, which will include the
following items:
. Schedule of Investments;
. Statement of Net Assets and Liabilities;
. Statement of Operations;
. Statement of Changes in Net Assets;
. Cash Statement;
. Schedule of Capital Gains and Losses;
(r) Assist in the preparation of:
. Federal and State Tax Returns;
. Excise Tax Returns;
. Annual, Semi-Annual and Quarterly Shareholder Reports;
. Rules 24 (e)-2 and 24 (f)-2 Notices;
. Annual and Semi-Annual Reports on Form N-SAR;
. Monthly and Quarterly Statistical Data Information Reports Sent
to Performance Tracking Companies;
(s) Assist in the Blue Sky and Federal registration and compliance
process;
(t) Assist in the review of registration statements; and
(u) Assist in monitoring compliance with Sub-Chapter M of the Internal
Revenue Code.
4. Records. The books and records pertaining to the Trust that are in the
possession of ICC shall be the property of the Trust. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Trust, or the Trust's
authorized representatives, shall have access to such books and records at all
times during ICC's normal business hours. Upon the reasonable request of the
Trust, ICC shall provide copies of any such books and records to the Trust or
the Trust's authorized representative at the Trust's expense.
5. Cooperation with Accountants. ICC shall cooperate with the Trust's
independent accountants and shall take all reasonable actions in the performance
of its obligations under this Agreement to ensure that the necessary information
is made available to such accountants for the expression of such accountants'
opinion of the Trust's financial statements or otherwise, as such may be
required by the Trust from time to time. ICC shall act as liaison with the
Trust's independent accountants and shall provide account analyses, fiscal year
summaries, and other audit related schedules.
6. Compensation. For services performed by ICC pursuant to this Agreement,
the Administrator will pay to ICC compensation for such services as ICC and the
Administrator may agree to from time to time in writing.
7. Compliance with Governmental Rules and Regulations. The Trust assumes full
responsibility for insuring that the Trust complies with all applicable
requirements of the 1933 Act, the Securities Exchange Act of 1934 (the "1934
Act"), the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction. ICC undertakes to comply with all applicable
requirements of the 1933 Act, the 1934 Act, the 1940 Act, the Commodities
Exchange Act (if applicable), and all laws, rules and regulations of
governmental authorities having jurisdiction with respect to the performance by
ICC of its duties under this Agreement.
8. Expenses.
(a) ICC shall bear all expenses of its employees and overhead incurred in
connection with its duties under this Agreement and shall pay all salaries and
fees of the Trust's directors and officers who are employees of ICC.
(b) The Trust assumes and shall pay or cause to be paid all other
expenses of the Trust, including, without limitation: the fees for investment
advisory services, the fees of the administrator and distributor; the charges
and expenses of any registrar, any
Custodian or depositary appointed by the Trust for the safekeeping of its cash,
portfolio securities and other property, and any stock transfer, dividend or
accounting agent or agents appointed by the Trust; brokers' commissions
chargeable to the Trust in connection with portfolio securities transactions to
which the Trust is a party; all taxes, including securities issuance and
transfer taxes, and corporate fees payable by the Trust to federal, state or
other governmental agencies; the cost and expense of engraving or printing of
stock certificates representing Shares; all costs and expenses in connection
with maintenance of registration of the Trust and its Shares with the SEC and
various states and other jurisdictions (including filing fees and legal fees and
disbursements of counsel); the expenses of printing, including typesetting, and
distributing prospectuses of the Trust and supplements thereto to the Trust's
shareholders; all expenses of shareholders' and directors' meetings and of
preparing, printing and mailing of proxy statements and reports to shareholders;
fees and travel expenses of directors or members of any advisory board or
committee other than such directors or members who are "interested persons" of
the Trust (as defined in the 1940 Act); all expenses incident to the payment of
any dividend, distribution, withdrawal or redemption, whether in Shares or in
cash; charges and expenses of any outside service used for pricing of the
Shares; charges and expenses of legal counsel, including counsel to the
directors of the Trust who are not "interested persons" of the Trust (as defined
in the 1940 Act), and of independent accountants, in connection with any matter
relating to the Trust; a portion of membership dues of industry associations;
interest payable on Trust borrowings; postage; insurance premiums on property or
personnel (including officers and directors) of the Trust which inure to its
benefit; extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of the Trust's operation unless otherwise explicitly
provided herein.
9. Liability; Indemnification.Neither ICC nor any of its officers, directors
or employees shall be liable for any error of judgment or for any loss suffered
by the Trust in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its or their part in the performance of, or from reckless disregard by it or
them of, its or their obligations and duties under this Agreement. The Trust
agrees to indemnify and hold harmless ICC and its nominees from all taxes,
charges, expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act,
and any state and foreign securities and blue sky laws, all as currently in
existence or as amended from time to time) and expenses, including (without
limitation) attorneys' fees and disbursements, arising directly or indirectly
from any action or thing which ICC takes or does or omits to take or do at the
request or on the direction of or in reliance on the advice of the Trust;
provided, that neither ICC nor any of its nominees shall be indemnified against
any liability to the Trust or to its shareholders (or any expenses incident to
such liability)arising out of ICC's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement. Notwithstanding anything else in this Agreement to the contrary, ICC
shall have no liability to the Trust for any consequential, special or indirect
losses or damages which the Trust may incur or suffer as a consequence of ICC's
performance of the services provided in this Agreement.
10. Responsibility of ICC. ICC shall be under no duty to take any action on
behalf of the Trust except as specifically set forth herein or as may be
specifically agreed to by ICC in writing. In the performance of its duties
hereunder, ICC shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within reasonable limits in performing
services provided for under this Agreement, but ICC shall not be liable for any
act or omission which does not constitute willful misfeasance, bad faith or
gross negligence on the part of ICC or reckless disregard by ICC of its duties
under this Agreement. Notwithstanding anything in this Agreement to the
contrary, ICC shall have no liability to the Trust for any consequential,
special or indirect losses or damages which the Trust may incur or suffer by or
as a consequence of ICC's performance of the services provided hereunder.
11. Non-Exclusivity. The services of ICC to the Trust are not to be deemed
exclusive and ICC shall be free to render accounting or other services to others
(including other investment companies) and to engage in other activities. It is
understood and agreed that directors, officers or employees of ICC may serve as
directors or officers of the Trust, and that directors or officers of the Trust
may serve as directors, officers and employees of ICC to the extent permitted by
law; and that directors, officers and employees of ICC are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, directors or officers of any other firm or
corporation, including other investment companies.
12. Notice. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, to the Trust at Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx
00000, Attention: Trust Counsel, or to ICC at Xxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000, Attention: Xx. Xxxxxxx X. Xxxx.
13. Miscellaneous.
(a) This Agreement shall become effective as of the date first above
written and shall remain in force until terminated. This Agreement may be
terminated at any time without the payment of any penalty, by either party
hereto on sixty (60) days' written notice to the other party.
(b) This Agreement shall be construed in accordance with the laws of the
State of Maryland.
(c) If any provisions of this Agreement shall be held or made invalid in
whole or in part, the other provisions of this Agreement shall remain in force.
Invalid provisions shall, in accordance with the intent and purpose of this
Agreement, be replaced by mutual consent of the parties with such valid
provisions which in their economic effect come as close as legally possible to
such invalid provisions.
(d) ICC shall be entitled to rely on any notice or communication believed
by it to be genuine and correct and to have been sent to it by or on behalf of
the Trust.
(e) ICC agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Trust and its
prior, present, or potential shareholders, except, after prior notification to
and approval in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld where
ICC may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
(f) Any part of this Agreement may be changed or waived only by an
instrument in writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
INVESTMENT COMPANY CAPITAL CORP.
____________________________________
By: Xxxxxxx X. Xxxx
Title: President
XXXXXX XXXXXXXX INVESTMENT TRUST
____________________________________
By: Xxxxxx X. Xxxxxx
Title: Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
____________________________________
By:
Title:
Appendix A
The following is a Fund for which Investment Company Capital Corp. ("ICC") shall
act as accounting services agent under the terms and conditions of an Accounting
Services Agreement among ICC, Deutsche Asset Management, Inc. and Xxxxxx
Xxxxxxxx Investment Trust dated September 1, 2000.
Short-Term Fixed Income
Appendix A
As Revised September 13, 2000
The following are the Funds for which Investment Company Capital Corp. ("ICC")
shall act as accounting services agent under the terms and conditions of an
Accounting Services Agreement among ICC, Deutsche Asset Management, Inc. and
Xxxxxx Xxxxxxxx Investment Trust dated September 1, 2000.
Short-Term Fixed Income
Short-Term Municipal Bond
Appendix A
As Revised September 13, 2000
The following are the Funds for which Investment Company Capital Corp. ("ICC")
shall act as accounting services agent under the terms and conditions of an
Accounting Services Agreement among ICC, Deutsche Asset Management, Inc. and
Xxxxxx Xxxxxxxx Investment Trust dated September 1, 2000.
Short-Term Fixed Income
Short-Term
Municipal Bond
Appendix A
As Revised September 18, 2000
The following are the Funds for which Investment Company Capital Corp. ("ICC")
shall act as accounting services agent under the terms and conditions of an
Accounting Services Agreement among ICC, Deutsche Asset Management, Inc. and
Xxxxxx Xxxxxxxx Investment Trust dated September 1, 2000.
Short-Term Fixed Income
Short-Term Municipal Bond
Municipal Bond
Fixed Income
