Exhibit 99.B9(b)
Fund Accounting Agreement
FUND ACCOUNTING AGREEMENT
AGREEMENT made as of this 23rd day of February, 1984 by and between
THOMSON XxXXXXXX INVESTMENT TRUST, a Massachusetts business trust having its
principal place of business at Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
(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 its agent to perform the duties
hereinafter set forth.
2. The Bank hereby accepts appointment as such agent and agrees to perform
the duties hereinafter set forth.
3. The Bank shall compute the net asset value per share of each Series of
shares (the "Series") of the Fund at such times and dates and in the
manner specified in the currently effective Prospectus of the Fund.
Securities of the Fund shall be valued as set forth in the currently
effective Prospectus of the Fund. The Fund acknowledges and agrees that it
shall have sole responsibility for determining the method of valuation of
Fund securities. To the extent valuation of Fund securities on such basis
is at any time inconsistent with any applicable laws and/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
the Fund's securities or, subject to the prior approval of the Bank,
instruct the Bank in writing to value Fund securities in a manner which
the Fund then represents in writing to be consistent with all applicable
laws and regulations.
4. 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 currently effective Prospectus of the Fund.
5. The Fund may from time to time instruct the Bank in writing to compute the
value of the securities of a Series, a Series' net asset value per share,
the net income of a Series, or the net income per share of a Series in a
manner other than as specified in paragraphs 3 and 4 of this Agreement;
provided, however, that any such other methods of computation shall not be
inconsistent with any applicable laws and regulations.
6. The Fund agrees to furnish the Bank with any and all instructions,
explanations, information and documentation deemed necessary by the Bank
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 Fund liabilities and expenses. The Fund further agrees (a)
at any time and from time to time to furnish the Bank with bid, offer,
and/or market values of Fund securities if the same are not available to
the Bank from a security pricing or similar service utilized, or
subscribed to, by the Bank at the time such information is required for
calculations hereunder, and (b) that the Bank shall at no time or from
time to 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 advise the Fund, the Fund's custodian and the Fund's
transfer agent of the net asset value per share, the net income and the
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. Such books, accounts and other documents shall be preserved by the
Bank in accordance with the applicable provisions of Rule 31a-2 under the
Investment Company Act of 1940, as amended ("the Act"), shall be the
property of the Fund and shall be surrendered to the Fund promptly on
request. Notwithstanding the foregoing, the Bank shall preserve for the
period of time specified in Rule 31a-2(a) (2) under the Act schedules
compiled hereunder evidencing and supporting each computation of the net
asset value of each Series' shares, and such schedules shall be the
property of the Fund and shall be surrendered to the Fund promptly on
request.
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.
10. The Fund acknowledges and agrees: (a) that 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 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 and information
or documentation, including, without limitation, evaluations of securities
held as part of the portfolios of the Series; the amounts and/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 the portfolio securities of the Fund; and amounts receivable
or amounts payable for the sale or redemption of Fund shares effected by
or on behalf of the Fund; and (b) that in the event the Bank's
computations hereunder require, in whole or in part, information,
including, without limitation, bid, offer and/or market values of
securities, or accruals of interest, yield or earnings thereon, which is
not furnished by the Fund because the same is available to the Bank 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 to inquire into, nor 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
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 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. It is understood and agreed that 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 within and without the Bank, mechanical
breakdowns, flood or catastrophe, acts of God, or failures of
transportation, communication or power supply, or other circumstances. It
is further understood and agreed that the Bank shall not 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 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 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 or its own counsel and shall be
entitled to rely on the advice or opinion of such counsel. Upon the prior
consent of the Fund, any such advice or opinion shall be at the expense of
the Fund.
16. 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 information furnished by the Fund, or
for delays caused by circumstances beyond the Bank's control, unless such
loss, damage or expense arises out of the bad faith, negligence, or
willful misconduct of the Bank.
17. Without limiting the generality of the foregoing, the Fund agrees to
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 the following:
(a) Errors in records or instructions, explanations, information 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 without
bad faith, negligence or willful misconduct, or in good faith pursuant
to written instructions of an officer or employee of the Fund; and
(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 own
counsel.
18. The Bank will promptly notify the Fund upon its actually learning of a
situation which it believes presents or appears likely to present the
probability of a claim by the Bank for indemnification against the Fund
hereunder, and shall promptly advise the Fund of all facts actually known
by the Bank which it believes are pertinent to such situation. The Bank
shall in no case confess any claim or make any compromise in any case in
which the Fund will be asked to indemnify the Bank, except with the Fund's
prior written consent.
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 and such compensation as may be agreed upon in
writing from time to time between the Bank and the Fund.
20. 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.
21. 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 sixty (60) days after the date of giving of
such notice. Upon the date set forth in such notice, it is understood and
agreed that 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.
22. This Agreement may not be amended or modified in any manner except by
written agreement executed on behalf of both parties hereto.
23. This Agreement is executed in the State of New York and all laws or rules
of construction of the State of New York shall govern the rights, duties
and obligations of the parties hereto.
24. 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.
25. A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Fund as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the
Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
THOMSON XxXXXXXX INVESTMENT TRUST
By: /s/ J. Xxxxxx Morgan______________
Attest:
/s/ Xxxxxx X. Xxxxxx, Xx.
THE BANK OF NEW YORK
By: /s/ Xxxxx Grunston__________________
Attest:
/s/ Xxxxxx Vendem
APPENDIX A
TO FUND ACCOUNTING AGREEMENT
between
THE BANK OF NEW YORK
and
THOMSON XxXXXXXX INVESTMENT TRUST
I. The Bank of New York, as agent (the "Bank") for Thomson XxXxxxxx
Investment Trust (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
III. The Bank shall prepare a Holdings Ledger and N-1Q Report 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.
