ALLOCATION AGREEMENT
Exhibit
99-4
ALLOCATION
AGREEMENT
AGREEMENT
by and between Parnassus Funds and Parnassus Income Funds (the "Funds"),
management investment companies registered under the Investment Company Act of
1940, as amended (the "1940 Act), and Parnassus Investments (the "Advisor")
(collectively with the Funds, the "Insureds").
W I T
N E S S E T H:
WHEREAS,
pursuant to the requirements of Rule 17g-1 under the 1940 Act, the Funds are
required to maintain a fidelity bond against larceny and embezzlement covering
certain of its officers and employees; and
WHEREAS,
Rule 17g-1 provides that when two or more investment companies are managed
and/or distributed by the same person or persons, such investment companies may
obtain a joint insured bond covering themselves and such person or persons and
their affiliates; and
WHEREAS,
the Funds are managed by Parnassus Investments; and
WHEREAS,
the Insureds have entered into a joint Investment Company Bond (the "Bond");
and
WHEREAS,
the Insureds desire to provide for: (1) the method by which the amount of
coverage provided under the Bond will be determined from time to time and (2) an
equitable and proportionate allocation of any proceeds received under the Bond
in the event that two or more of the Insureds suffer loss and consequently are
entitled to recover under the Bond;
NOW
THEREFORE, it is hereby agreed among the parties hereto as follows:
1. Amount of Coverage
Maintained The amount of the fidelity coverage under the Bond shall at
all times be at least equal in the amount to the sum of (i) the total amount of
coverage which the Funds would have been required to provide and maintain
individually pursuant to the schedule set forth in paragraph (d) of Rule 17g-I
under the 1940 Act had the Funds not been a named Insured under the Bond, and
(ii) the amount of each bond which each Insured other than the Funds would have
been required to provide and maintain pursuant to federal statutes or
regulations had it not been a named insured under the Bond. The amount of
fidelity coverage under the Bond shall be approved at least annually by the
Boards of Trustees of the Funds, including a majority of those Trustees who are
not "interested persons" of the Funds as defined by Section 2(a)(19) of the 1940
Act.
2. Allocation of
Recovery In the event an actual pecuniary loss is suffered by any two or
more of the Insureds under circumstances covered by the terms of the Bond, any
recovery under the Bond shall be allocated among such Insureds as
follows:
(a) If
the total amount of coverage provided under the Bond exceeds or is equal to the
amount of the combined total amount of loss suffered by the Insureds suffering
loss, then each such Insured shall be entitled to recover the amount of its
actual loss.
(b) If
the amount of loss suffered by each Insured suffering loss exceeds its minimum
coverage requirements as set forth in Section 1 hereof and the amount of such
Insureds' combined actual losses exceeds the total amount of coverage provided
under the Bond, then each such Insured shall be entitled to recover (i) its
minimum coverage requirement (ii) to the extent there exists any excess
coverage, the proportion of such excess coverage which its minimum coverage
requirement bears to the amount of the combined minimum coverage requirements of
the Insureds suffering actual loss; provided, however,
that if the actual loss of any of such Insureds is less than the sum of (i) and
(ii) above, then such difference shall be recoverable by the other Insured or
Insureds in proportion to their relative minimum coverage
requirements.
(c) If
(i) the amount of actual loss suffered by any Insured is less than or equal to
its minimum coverage requirement, (ii) the amount of actual loss of another
Insured or the other Insureds exceeds its or their minimum coverage requirement
or requirements, and (iii) the amount of the combined actual losses of the
Insureds exceeds the total amount of coverage provided under the Bond, then any
Insured which has suffered an amount of actual loss less than or equal to its
minimum coverage requirement shall be entitled to recover its actual loss. If
only one other Insured has suffered actual loss, it shall be entitled to recover
the remainder of the amount of the coverage under the Bond. If more than one
other Insured has suffered actual loss in excess of the remaining coverage, then
they shall allocate such remaining amount of coverage in accordance with
paragraph (b) of this Section 2.
3. Allocation of Premium
No premium shall be paid under the Bond unless the Board of Trustees of the
Funds, including a majority of those Trustees who are not "interested persons"
of the Funds as defined by Section 2(a)(19) of the 1940 Act, shall approve the
portion of the premium to be paid by the Funds. The premium payable on the Bond
shall be allocated between the Funds and the other Insured as determined by the
Boards of Trustees of the Funds.
4. Amendment This
Agreement may not be amended or modified in any manner except by a written
agreement executed by the parties.
5. Filing with the
Commission A copy of this Agreement and any amendment thereto shall be
filed with the Securities and Exchange Commission within 10 days after the
execution thereof to the extent required by Regulation 270.17g-1(g) under the
1940 Act.
6. Applicable Law This
Agreement shall be construed and the provisions thereof interpreted under and in
accordance with the laws of the California.
7. Limitation of Liability of
Trustees and Shareholders A copy of the organizational documents each of
the Funds is on file with the Secretary of State of the state of such Funds’
organization, and it is hereby agreed that this Agreement is executed on behalf
of the Trustees of the Funds as Trustees and not individually and that the
obligations of this Agreement are not binding upon any of the Trustees, officers
and shareholders of the Funds individually but are binding only upon the assets
and property of the Funds.
PARNASSUS
INVESTMENTS
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By:
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/s/ Xxxxxx X. Xxxxxx
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Name:
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Xxxxxx X. Xxxxxx
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Title:
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Chairman and President
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Date:
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Xxxxx 0, 0000
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XXXXXXXXX
FUNDS
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By:
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/s/ Xxxx X. Xxxxx
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Name:
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Xxxx X. Xxxxx
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Title:
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Treasurer
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Date:
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April 9, 2009
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By:
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/s/ Xxxxxxx X. Xxxxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxxxx
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Title:
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Secretary
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Date:
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April 9,
2009
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