RECORDKEEPING AGREEMENT
THIS AGREEMENT made as of this __ day of _________, 1993, by and
between XXXXXXXX PORTFOLIOS, INC., a Maryland corporation, having its principal
place of business at 000 Xxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Fund"), and
INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust company organized and
existing under the laws of the State of Missouri, having its principal place of
business at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, 00000 ("IFTC"):
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto, intending to be legally bound, mutually covenant and agree as
follows:
1. APPOINTMENT OF RECORDKEEPING AGENT
Fund hereby constitutes and appoints IFTC as Recordkeeping Agent of
the Fund's Xxxxxxxx Xxxxxxxxx Global Portfolio ("Portfolio") to
perform certain accounting and recordkeeping functions required of
Fund as a duly registered investment company in compliance with
applicable provisions of federal, state and local laws, rules and
regulations; in connection therewith, to provide information necessary
for Fund to file required financial reports concerning the Portfolio;
to maintain and preserve certain required books, accounts and records
as the basis for such reports; to perform certain daily functions in
connection with such accounts and records; to calculate daily net
asset value of the Portfolio; to act as liaison with the Fund's
independent auditors with respect to the Portfolio; and to provide
information to and cooperate with the Portfolio's custodian as
provided in this Agreement.
2. DELIVERY OF CORPORATE DOCUMENTS
Fund shall deliver to IFTC prior to the effective date of this
Agreement copies of a resolution of the Board of Directors of Fund
appointing IFTC as Recordkeeping Agent for the Portfolio.
3. REPRESENTATIONS AND WARRANTIES OF FUND
A. Fund represents and warrants that it is a corporation duly
organized as heretofore described and existing and in good
standing under the laws of Maryland;
B. Fund represents and warrants that it has the power and authority
under applicable laws, its charter document and bylaws, and has
taken all action necessary, to enter into and perform this
Agreement including appropriate authorization from the Fund;
C. Fund represents and warrants that it has determined that the
Investment Accounting System (the accounting system licensed for
use by IFTC from DST Systems, Inc. ("Licensor") to maintain the
accounting records of the Portfolio) is appropriate and suitable
for its needs;
D. Fund acknowledges that IFTC and Licensor have proprietary rights
in and to the Investment Accounting System and that the
Investment Accounting System and the programs, documentation and
information of, and other materials relevant to, the Investment
Accounting System or the business of IFTC ("Confidential
Information") are confidential and constitute trade secrets of
IFTC;
E. Fund shall preserve the confidentiality of the Confidential
Information and prevent its disclosure to other than its own
employees and agents who reasonably have a need to know such
information pursuant to this Agreement, and shall take reasonable
action to protect the rights of IFTC and Licensor in the
Investment Accounting System. For purposes of this paragraph,
"reasonable action" shall mean taking such actions and exercising
such degree of care as Fund uses with reference to its own highly
confidential information. Certain reports as agreed upon in
writing by the Fund and IFTC will be furnished to the Portfolio's
custodian for its reasonable business needs.
4. REPRESENTATION AND WARRANTIES OF IFTC
A. It is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri.
B. It has the requisite power and authority under applicable laws,
by its charter and bylaws, and by agreement to enter into this
Agreement and has taken all action necessary to enter into and
perform the services contemplated herein and this Agreement has
been duly executed and delivered by IFTC and constitutes a legal,
valid and binding obligation of IFTC, enforceable in accordance
with its terms.
5. DUTIES AND RESPONSIBILITIES OF IFTC
A. Fund shall turn over to IFTC all of Fund's accounts and records
(if any) relating to the Portfolio which have been previously
maintained. IFTC shall be entitled to rely conclusively on the
completeness and correctness of the accounts and records turned
over to it by Fund and Fund shall indemnify and hold IFTC
harmless of and from any and all expenses, damages and losses
whatsoever arising out of or in connection with any error,
omission, inaccuracy or other deficiency of such accounts and
records or in the failure of Fund to provide any portion of such
or to provide any information needed by IFTC to perform its
function hereunder.
B. ACCOUNTS AND RECORDS
1. IFTC, with the directions and as interpreted by the Fund,
Fund's accountants and/or other advisors, will prepare and
maintain as complete, accurate and current all accounts and
records respecting the Portfolio which are required to be
maintained by Fund under the general Rules and
Regulations under the Investment Company Act of 1940
("Rules"), as amended, and as agreed upon between the
parties, and will preserve said records in the manner and
for the periods prescribed in said Rules, or for such longer
period as is agreed upon by the parties.
2. IFTC relies upon Fund to furnish, in writing, accurate and
timely information to complete the Portfolio's records and
perform daily calculation of the Portfolio's net asset value
as provided in Section 5.B.8. below. IFTC shall incur no
liability except as provided in Section 6.A. herein and the
Fund shall indemnify and hold IFTC harmless from and against
any liability arising from any failure of Fund to furnish
such information in timely and accurate manner, even if Fund
subsequently provides accurate but untimely information.
3. It shall be the responsibility of Fund to furnish IFTC with
the declaration, record and payment dates and amounts of any
dividends or income and any other special actions required
concerning the securities in the Portfolio when such
information is not readily available from generally accepted
securities industry services or publications.
4. The accounts and records maintained and preserved by IFTC
shall be the property of the Fund and shall be made
available to the Fund for inspection or reproduction within
a reasonable time, upon demand. The Fund will be entitled to
receive reports produced by the Investment Accounting
System, including without limitation those listed on Exhibit
B hereof.
5. IFTC shall assist Fund's independent accountants, or upon
approval of Fund or upon demand, any regulatory body, in any
requested review of Fund's accounts and records relating to
the Portfolio which are maintained by IFTC but shall be
reimbursed by Fund for all expenses and employee time
invested in any such review outside or routine and normal
periodic reviews.
6. Upon receipt from Fund of the necessary information, IFTC
shall provide information for tax returns, questionnaires,
or periodic reports to Portfolio shareholders and such other
reports and information requests as Fund and IFTC shall
agree upon from time to time.
7. IFTC and Fund may from time to time adopt procedures as they
agree upon, and IFTC may conclusively assume that any
procedure approved by Fund, or directed by Fund, does not
conflict with or violate any requirements of Fund's
prospectus, Articles of Incorporation, Bylaws, or any rule
or regulation of any applicable regulatory body or
governmental agency. Fund shall be responsible to notify
IFTC of any changes in
statutes, rules or requirements, or policies which may
necessitate changes in IFTC's responsibilities or
procedures.
8. IFTC will calculate the Portfolio's net asset value, in
accordance with the Fund's prospectus once daily. IFTC will
prepare and maintain a daily evaluation of securities for
which market quotations are available by the use of outside
services normally used and contracted for this purpose; all
other securities will be evaluated in accordance with Fund's
instructions. Notwithstanding anything in this Agreement to
the contrary, the evaluation of the Portfolio's securities
will be in accordance with Fund's Statement of Procedure as
to Valuation of Portfolio Securities. Fund will be solely
responsible for providing IFTC with such statement and with
any subsequent supplements, amendments or modifications
thereof in a timely manner.
9. IFTC will cooperate with the Portfolio's custodian as
necessary with respect to Portfolio's custodian to cooperate
with IFTC as necessary for the performance of IFTC's
obligations under this Agreement.
6. LIMITATION OF LIABILITY OF IFTC
A. IFTC shall not be liable for any loss or damage resulting from
its action or omission to act or otherwise, including but not
limited to any act or omission of IFTC done in response to or in
reliance upon any act or omission of or information provided by
the Fund or the Portfolio's custodian, except for any loss or
damage arising from any negligent act or willful misconduct of
IFTC and IFTC shall indemnify and hold harmless Fund from and
against any liability arising from such negligence or willful
misconduct. IFTC shall not be liable for consequential, special,
or punitive damages. IFTC may request and obtain the advice and
opinion of counsel for Fund or its own counsel at the expense of
Fund with respect to questions or matters of law, and it shall be
without liability to Fund for any action taken or omitted by it
in good faith, in conformity with such advice or opinion.
B. IFTC may rely in good faith upon the advice of Fund, The Fund's
representatives, other authorized individuals as provided by
corporate resolution to IFTC, and others believed by it in good
faith to be expert in matters upon which they are consulted.
Actions or inaction taken in reliance on such advice shall be
considered "negligent" and IFTC shall not be liable for any
actions taken in good faith upon such statements.
C. If Fund requires IFTC in any capacity to take any action which
involves the payment of money by it, or which in IFTC's opinion
might make it liable for payment of money or in any other way,
IFTC shall be and be kept indemnified by
Fund in an amount and form satisfactory to IFTC against any
liability on account of such action.
D. IFTC shall be entitled to receive and Fund agrees to pay to
IFTC, on demand, reimbursement for such cash disbursements,
costs and expenses as may be agreed upon in writing from time to
time by IFTC and Fund.
E. IFTC shall be protected in acting hereunder upon any
instructions, advice, notice, request, consent, certificate or
other instrument or paper appearing to it to be genuine and to
have been properly executed and shall, unless otherwise
specifically provided herein, be entitled to receive as
conclusive proof of any fact or matter required to be ascertained
from Fund as determined by IFTC, a certificate signed by Fund's
President or other officer of Fund as requested by IFTC.
F. Without limiting the generality of the foregoing, IFTC shall be
under no duty or obligation to inquire into, and shall not be
liable for:
1. The validity of the issue of any securities purchased by or
for the Portfolio, or the legality of the purchase thereof;
2. The legality of the sale of any securities by or for the
Portfolio, or the propriety of the amount for which the same
are sold; 3. The legality of the issue or sale of any shares
of the shares of the Portfolio, of the sufficiency of the
amount to be received therefore; 4. The legality of the
purchase of any shares of the Portfolio, or the propriety of
the amount to be paid therefore, or 5. The legality of the
declaration of any dividend by Fund, or the legality of the
issue of any of the Portfolio's shares in payment of any
stock dividend.
G. IFTC shall not be responsible in any manner for any custodial
services with respect to the Portfolio or any of its assets.
H. Not withstanding anything herein to the contrary, it is expressly
understood and agreed that IFTC shall have no responsibility to
Fund, the Portfolio's shareowners or any other person or entity
for moneys or securities of the Portfolio held by banks or trust
companies as custodians in the absence of negligence or willful
misconduct of IFTC.
I. IFTC shall not use any information made available to it under the
terms of this Agreement for any purpose other than complying with
its duties and responsibilities under this Agreement or as
specifically authorized by Fund in writing to IFTC.
7. FORCE MAJEURE
IFTC shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, any interruption, loss or
malfunction of any utility, transportation, computer (hardware or
software) or communication service.
8. ADDITIONAL PORTFOLIOS
IFTC shall act as recordkeeper for additional portfolios of Fund upon
30 days notice to IFTC provided IFTC consents to such arrangement.
Rates or charges for such additional portfolios shall be as agreed by
IFTC and Fund in writing.
9. COMPENSATION
Fund shall pay to IFTC such compensation at such time as may from time
to time be agreed upon in writing by IFTC and Fund. The initial
compensation schedule is attached as Exhibit A.
10. TERMINATION
Either party to this Agreement may terminate same by notice in writing
received by the other party not less than ninety (90) days prior to
the date upon which such termination shall take effect. Upon
termination of this Agreement, Fund shall pay to IFTC such
compensation for its reimbursable disbursements, costs and expenses
paid or incurred to such date and Fund shall use his best efforts to
obtain successor. IFTC shall, upon termination of this Agreement,
deliver to the successor so specified or appointed, or to Fund, at
IFTC's office, all records then held by IFTC hereunder, all funds and
other properties of the Portfolio deposited with or held by IFTC
hereunder. In the event no written order designating a successor
(which may be Fund) shall have been delivered to IFTC on or before the
date when such termination shall become effective, then IFTC shall
deliver the records, funds and properties of the Portfolio to a bank
or trust company at the selection of IFTC or if a satisfactory
successor cannot be obtained, IFTC may deliver the records, funds and
properties to the Fund, at IFTC's offices or as otherwise agreed to
between the parties. Thereafter the Fund or such bank or trust company
shall be the successor under this Agreement and shall be entitled to
reasonable compensation for its services. Notwithstanding the
foregoing requirement as to delivery upon termination of this
Agreement, IFTC may make any other delivery of the funds and property
of the Portfolio which shall be permitted by the Investment Company
Act of 1940 and Fund's Articles of Incorporation, Declaration of
Trust, and/or Bylaws then in effect. Except as otherwise provided
herein, neither this Agreement nor any portion thereof may be assigned
by IFTC without the consent of Fund.
11. NOTICES
Notices, requests, instructions and other writings received by Fund at
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxx,
Treasurer, cc: Xxxx X. Xxxxxxx,
General Counsel, or at such address as Fund may have designated to
IFTC in writing, shall be deemed to have been properly given to Fund
hereunder; and notices, requests, instruction and other writings
received by IFTC at its offices at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx,
XX 00000, or to such other address as it may have designated to Fund
in writing, shall be deemed to have been properly given to IFTC
hereunder.
12. MISCELLANEOUS
A. This Agreement is executed and delivered in the State of Missouri
and shall be governed by the laws of said state.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto.
C. No provisions of the Agreement may be amended or modified in any
manner except by a written agreement properly authorized and
executed by both parties hereto.
D. The captions in the Agreement are included for convenience of
reference only, and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effort.
E. 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.
F. If any part, term or provision of this Agreement is by the courts
held to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be considered
severable and not be affected, and the rights and obligations of
the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be
illegal or invalid.
G. This Agreement may not be assigned by either party without prior
written consent in writing of the other party.
H. This Agreement shall be effective as of the ______ day of
____________, 1993.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective and duly authorized corporate or trust officers.
INVESTORS FIDUCIARY TRUST COMPANY
By: __________________________________
Title: __________________________________
XXXXXXXX PORTFOLIOS, INC.
By: __________________________________
Title: __________________________________
INVESTORS FIDUCIARY TRUST COMPANY
J & W XXXXXXXX & CO., INC.
FEE SCHEDULE FOR
XXXXXXXX PORTFOLIOS, INC.,
JANUARY 1 - DECEMBER 31, 1993
I. PORTFOLIO ACCOUNTING
A. BASE FEE
$750 per month.
B. ASSET BASED FEE
3/100 of 1 % (3 basis points) on all assets.
II. NOTES TO THE ABOVE FEE SCHEDULE
A. Fees are payable monthly at 1/12th of the annual stated rate
based on monthly average net assets.
B. The fees stated above are exclusive of terminal equipment
required in the client's location(s) and communication line
costs.
C. The above schedule does not include out-of-pocket expenses that
would be incurred on the Fund's behalf
D. Any fees not paid within 45 days of the date of the original
invoice will be charged a late payment fee of 1 % per month until
payment of the fees are received by IFTC.
------------------------------------ ------------------------------
INVESTORS FIDUCIARY TRUST COMPANY XXXXXXXX PORTFOLIOS, INC.
XXXXXXXX GLOBAL PORTFOLIO
------------------------------------ ------------------------------
DATE DATE
IFTC REPORTS AND DOWNLOAD TO BE TRANSMITTED TO
J. & W XXXXXXXX & CO., INC.
I. IFTC Reports To Be Transmitted To UDSC Computer Room
RUN NAME
Daily Mutual Fund NAV
Pricing Stratification
Dividend Accrual Work Sheet
Daily General Ledger By Portfolio
Short-Term Paper Daily Interest & Amortization
Portfolio Fail Detail
Daily Long-Term Interest/Amortization Journal
Paydown Journal
Principal Payment Projections
Portfolio of Pass-Through Investments
Compliance Report
Daily General Ledger Detail
Year-to Date Dividend Journal-Daily
Cumulative Stock Split and Dividends Announcements
Monthly General Ledger by Portfolio
Money Market Pricing Matrix
Money Market Detail Pricing.
Money Market Matrix Pricing
Gain/Loss Status-Daily Securities/Long-Term
Gain/Loss Status-Daily Securities/Short-Term
Fixed Income Portfolio of Investments with Ratings & Yields
Allowable Short-Term Gains
Compliance Report Daily
Daily Price Make-Up
Year-to-Date Dividend Journal
Broker Securities Journal-Purchases
Broker Securities Journal-Sales
Municipal Securities/Call Date/Price
Rating Summary Report
Municipal Bond Maturity Summary
Municipal Bond Percentage of Assets by State
Interest Income Journal
Avg. Cost of Sales/Position Summary
Status of Portfolio
Cash Receipts Journal
Cash Disbursements Journal
Summary of Average Maturities
Portfolio of Investments by Industry
Summary of Purchases
Monthly Detail of Securities Purchased
Monthly Detail of Securities Sold
Detail Cost Ledger by Portfolio
IFTC REPORTS AND DOWNLOAD TO BE TRANSMITTED TO
J & W XXXXXXXX & CO., INC.
Run Name
Ranked Portfolio Commissions by Portfolio
Broker Securities Journal-Purchases
Broker Securities Journal-Sales
Commission/Concession report by Broker
Muni. Bond Monthly Income by State
Monthly General Ledger by Portfolio
Form 13F-Preliminary Listing
S-T Principal Transaction N-1R
Portfolio Transaction-Principal Trades
Investment Activity Journal
II. IFTC Reports To Be Created And Sent To Xxxxxxxx Via Overnight Or
Downloaded Through Treasurer's PC Computers
1. Management Fee
2. Market Letter
3. NAV Pricing Sheet
4 Yield Sheets
5. Assets & Liabilities
6. Statement of Net Income
7. Statement of Changes
III IFTC Report To Be Created And Transmitted Through UDSC Computer Room
1. Valuation Report
