ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of February 26, 1998 between Waterhouse Securities,
Inc. ("WSI"), a Delaware corporation, and Countrywide Fund Services, Inc.
("Countrywide"), an Ohio corporation.
WHEREAS, National Investors Cash Management Fund, Inc. (the "Fund") is an
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), currently comprised of three separate investment
portfolios (the "Portfolios"); and
WHEREAS, WSI wishes to employ the services of Countrywide to provide the
Fund with certain accounting and pricing services; and
WHEREAS, Countrywide wishes to provide such services under the
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, WSI and Countrywide agree as follows:
1. APPOINTMENT.
WSI hereby appoints and employs Countrywide as agent to perform
those services described in this Agreement for the Fund. Countrywide shall act
under such appointment and perform the obligations thereof upon the terms and
conditions hereinafter set forth.
2. CALCULATION OF NET ASSET VALUE.
Countrywide will calculate the net asset value of each Portfolio
of the Fund and the per share net asset value of each Portfolio of the Fund, in
accordance with the Fund's current prospectus and statement of additional
information, twice daily as of the times selected by the Fund's Board of
Directors. Countrywide will prepare and maintain a valuation of all securities
and other assets of the Fund in accordance with instructions from a designated
officer of the Fund or WSI and in the manner set forth in the Fund's prospectus
and statement of additional information as in effect from time to time. In
valuing securities of the Fund, Countrywide may contract with, and rely upon
market quotations provided by, outside services.
3. BOOKS AND RECORDS.
Countrywide will maintain and keep current the general ledger
for each Portfolio of the Fund, recording all income and expenses, capital share
activity and security transactions of the Fund. Countrywide will maintain such
further books and records as are necessary to enable it to perform its duties
under this Agreement, and will periodically provide reports to the Fund and its
authorized agents regarding share purchases and redemptions and trial balances
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of each Portfolio of the Fund. Countrywide will prepare and maintain complete,
accurate and current records with respect to the Fund required to be maintained
by the Fund pursuant to applicable statues, rules and regulations, including
without limitation, under the Internal Revenue Code of 1986, as amended, (the
Code) and under the rules and regulations of the 1940 Act, and will preserve
said records in the manner and for the periods prescribed therein. The retention
of such records shall be at the expense of the Fund.
All of the records prepared and maintained by Countrywide pursuant to
this Section 3 which are required to be maintained by the Fund under the Code
and the 1940 Act will be the property of WSI, on behalf of the Fund, and
Countrywide agrees to make such records available for inspection by the Fund, by
any designated affiliate or agent of the Fund, and by the Securities and
Exchange Commission, at reasonable times, and otherwise to keep confidential all
records and other information relative to the Fund, except when requested to
divulge such information by duly constituted authorities and court process. In
the event this Agreement is terminated, all such records shall be delivered to
WSI at WSI's expense, and Countrywide shall be relieved of responsibility for
the preparation and maintenance of any such records delivered to the Fund. In
the event this Agreement is terminated by reason of Countrywide's failure to
comply with any provision hereof, WSI shall not pay expenses of Countrywide in
connection with its duties in this paragraph.
4. PAYMENT OF FUND EXPENSES.
Countrywide shall process each request received from the Fund or
WSI for payment of the Fund's expenses. Upon receipt of written instructions
signed by two officers or other authorized agents of the Fund or WSI,
Countrywide shall prepare checks in the appropriate amounts which shall be
signed by an authorized officer of Countrywide and mailed to the appropriate
party.
5. FORM N-SAR.
Countrywide shall maintain such records within its control and
shall be requested to assist the Fund in fulfilling the requirements of Form
N-SAR.
6. COOPERATION WITH ACCOUNTANTS.
Countrywide shall cooperate with the Fund's independent auditors
and shall take all reasonable action in the performance of its obligations under
this Agreement to assure that the necessary information is made available to
such auditors for the expression of their unqualified opinion where required for
any document for the Fund.
7. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
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8. FEES.
For the performance of the services under this Agreement, WSI
shall pay Countrywide a monthly fee in accordance with the schedule attached
hereto as Schedule A. The fees with respect to any month shall be paid to
Countrywide on the last business day of such month. WSI shall also promptly
reimburse Countrywide for the cost of external pricing services utilized by
Countrywide. If this Agreement becomes effective subsequent to the first day of
a month, or is terminated before the last day of a month, fees for the part of
the month is Agreement is in effect shall be pro rated accordingly.
9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
The parties hereto acknowledge and agree that nothing contained
herein shall be construed to require Countrywide to perform any services for the
Fund which services could cause Countrywide to be deemed an "investment adviser"
of the Fund within the meaning of Section 2(a)(20) of the 1940 Act or to
supersede or contravene the Fund's prospectus or statement of additional
information or any provisions of the 1940 Act and the rules thereunder. Except
as otherwise provided in this Agreement and except for the accuracy and
completeness of information furnished to it by Countrywide, the Fund assumes
full responsibility for complying with all applicable requirements of the 1940
Act, the Securities Act of 1933, as amended, and any other laws, rules and
regulations of governmental authorities having jurisdiction over the Fund.
10. INDEMNIFICATION OF COUNTRYWIDE.
A. Countrywide may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be required by the 1940 Act and
the rules thereunder, neither Countrywide nor its officers, directors,
employees, agents, control persons or affiliates of any thereof shall be subject
to any liability for, or any damages, expenses or losses incurred by the Fund or
WSI in connection with, any error of judgment, mistake of law, any act or
omission connected with or arising out of any services rendered under or
payments made pursuant to this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad faith or
negligence on the part of any such persons in the performance of the duties of
Countrywide under this Agreement or by reason of reckless disregard by any of
such persons of the obligations and duties of Countrywide under this Agreement.
B. Any person, even though also a director, officer, employee, or agent
of Countrywide, or any of its affiliates, who may be or become an officer,
director, employee or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund, to be rendering such
services to or acting solely as an officer, director, employee or agent of the
Fund and not as a director, officer, employee, shareholder or agent of or one
under the control or direction of Countrywide or any of its affiliates, even
though paid by one of those entities.
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C. WSI shall indemnify and hold harmless Countrywide, its directors,
officers, employees, agents, control persons and affiliates from and against any
and all claims, demands, expenses and liabilities of any and every nature which
Countrywide may sustain or incur or which may be asserted against Countrywide by
any person by reason of, or as a result of: (i) any action taken or omitted to
be taken by Countrywide in good faith in reliance upon any certificate,
instrument, order or share certificate reasonably believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person, upon
the oral instructions or written instructions of an authorized person of the
Fund or WSI or upon the opinion of legal counsel for the Fund or WSI or its own
counsel; or (ii) any action taken or omitted to be taken by Countrywide in
connection with its appointment in good faith in reliance upon any law, act,
regulation or interpretation of the same even though the same may thereafter
have been altered, changed, amended or repealed. However, indemnification under
this subparagraph shall not apply to actions or omissions of Countrywide or its
directors, officers, employees, shareholders or agents in cases of its or their
own negligence, willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
11. INDEMNIFICATION OF FUND AND WSI.
Countrywide shall indemnify and hold harmless the Fund and WSI,
and their respective directors, officers, employees, agents, control persons and
affiliates from and against any and all claims, demands, expenses and
liabilities of any and every nature which the Fund or WSI or such persons may
sustain or incur by reason of, or as a result of Countrywide's negligence,
willful misconduct, bad faith, or reckless disregard of its duties hereunder.
12. TERMINATION.
A. The provisions of this Agreement shall be effective on the
date first above written, shall continue in effect for an initial two-year term
and shall continue in force from year to year thereafter, but only so long as
such continuance is approved (1) by Countrywide, (2) by vote, cast in person at
a meeting called for the purpose, of a majority of the Fund's directors who are
not parties to this Agreement or interested persons (as defined in the 0000 Xxx)
of any such party, and (3) by vote of a majority of the Fund's Board of
Directors or a majority of the Fund's outstanding voting securities.
B. Either party, or the Fund, may terminate this Agreement on
any date by giving all parties at least sixty (60) days' prior written notice of
such termination specifying the date fixed therefor. Upon termination of this
Agreement, WSI shall pay to Countrywide such compensation as may be due as of
the date of such termination, and shall likewise reimburse Countrywide for any
out-of-pocket expenses and disbursements reasonably incurred by Countrywide to
such date.
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C. In the event that in connection with the termination of this
Agreement a successor to any of Countrywide's duties or responsibilities under
this Agreement is designated by WSI by written notice to Countrywide,
Countrywide shall, promptly upon such termination and at the expense of WSI,
transfer to the Fund or its successor, as indicated by such notice, all records
maintained by Countrywide under this Agreement and shall cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from Countrywide's cognizant personnel in the establishment of books, records
and other data by such successor. In the event this Agreement is terminated by
reason of Countrywide's failure to comply with any provision hereof, WSI shall
not pay any expenses of Countrywide in connection with its duties in this
paragraph.
13. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent Countrywide or any
affiliated person (as defined in the 0000 Xxx) of Countrywide from providing
services for any other person, firm or corporation (including other investment
companies); provided, however, that Countrywide expressly represents that it
will undertake no activities which, in its judgment, will adversely affect the
performance of its obligations to WSI under this Agreement.
14. SEVERABILITY.
In the event any provision of this Agreement is determined to be
void or unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
15. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by the laws of the State of New
York. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
1940 Act shall be resolved by reference to such term or provision of the 1940
Act and to interpretations thereof, if any, by the United States Courts or in
the absence of any controlling decision of any such court, by rules, regulations
or orders of the Securities and Exchange Commission issued pursuant to the 1940
Act. In addition, where the effect of a requirement of the 1940 Act, reflected
in any provision of this Agreement, is revised by rule, regulation or order of
the Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
16. NOTICES.
All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing (including telex
and telegraphic communication) and shall be (as elected by the person giving
such notice) hand delivered by messenger or courier service, telecommunicated,
or mailed (airmail if international) by registered or certified mail (postage
prepaid), return receipt requested, addressed to:
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To WSI and the Fund: Waterhouse Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
To Countrywide: Countrywide Fund Services, Inc.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
or to such other address as any party may designate by notice complying with the
terms of this Section 16. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method; and (d) on the date upon which the
return receipt is signed or delivery is refused or the notice is designated by
the postal authorities as not deliverable, as the case may be, if mailed.
17. AMENDMENT.
This Agreement may not be amended or modified except by a
written agreement executed by both parties and approved by the Fund's Board of
Directors.
18. BINDING EFFECT.
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party indicated
to the foregoing terms.
19. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
20. FORCE MAJEURE.
If Countrywide shall be delayed in its performance of services
or prevented entirely or in part from performing services due to causes or
events beyond its control, including and without limitation, acts of God,
interruption of power or other utility, transportation or communication
services, acts of civil or military authority, sabotages, national emergencies,
explosion, flood, accident, earthquake or other catastrophe, fire, strike or
other labor problems, legal action, present or future law, governmental order,
rule or regulation, or shortages of suitable parts, materials, labor or
transportation, such delay or non-performance shall be excused and a reasonable
time for performance in connection with this Agreement shall be extended to
include the period of such delay or non-performance.
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21. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
WATERHOUSE SECURITIES, INC.
By: /s/ Xxxx Chapel
-----------------------------
Its: President
COUNTRYWIDE FUND SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
Its: President
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Schedule A
COMPENSATION
Countrywide will receive a monthly fee with respect to each Portfolio, based
upon the average net assets of such Portfolio during such month, in accordance
with the following schedule:
Average Monthly Net Assets Monthly Fee
Less than $100,000,000 $2,000
$100,000,000 - $250,000,000 3,000
$250,000,000 - $400,000,000 4,000
$400,000,000 - $500,000,000 4,500
$500,000,000 - $600,000,000 5,000
Over $600,000,000 6,000 + .001%
The fee of .001% on assets over $600 million represents the asset based fee
Countrywide is charged by SunGard.
The Portfolios will reimburse Countrywide for the cost of external pricing
services used by the Portfolios.
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