EXHIBIT 99.9c
INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT made and effective as of this 6th day of March, 1995, by and
between each of the registered investment companies listed on Exhibit A hereto,
each having its principal place of business at 000 X.X. Xxxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxx, Xxxxxx 00000 (each individually being referred to herein as the
"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").
WHEREAS, Fund is registered as an "investment company" under the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, IFTC performs certain investment accounting and recordkeeping
services on a computerized accounting system (the "Portfolio Accounting System")
which is suitable for maintaining certain accounting records of Fund; and
WHEREAS, Fund desires to appoint IFTC as investment accounting and
recordkeeping agent for Fund, and IFTC is willing to accept such appointment;
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 investment accounting and recordkeeping agent for Fund to perform
accounting and recordkeeping functions related to portfolio transactions
required of Fund under Rule 31a of the 1940 Act and to calculate the net
asset value of the Fund.
2. REPRESENTATIONS AND WARRANTIES OF FUND. Fund hereby represents, warrants
and acknowledges to IFTC:
A. That it is a corporation or trust (as specified above) duly organized
and existing and in good standing under the laws of the state of
Oregon, and that it is registered under the 1940 Act;
B. That it has the requisite power and authority under applicable law,
its charter or declaration of trust and its bylaws to enter into this
Agreement; that it has taken all requisite action necessary to appoint
IFTC as investment accounting and recordkeeping agent for Fund; that
this Agreement has been duly executed and delivered by Fund; and that
this Agreement constitutes a legal, valid and binding obligation of
Fund, enforceable in accordance with its terms; and
C. That it has determined to its satisfaction that the Portfolio
Accounting System is appropriate and suitable for its needs.
3. REPRESENTATIONS AND WARRANTIES OF IFTC. IFTC hereby represents, warrants
and acknowledges to Fund:
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A. That it is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri;
B. That it has the requisite power and authority under applicable law,
its charter and its bylaws to enter into and perform this Agreement;
that this Agreement has been duly executed and delivered by IFTC; and
that this Agreement constitutes a legal, valid and binding obligation
of IFTC, enforceable in accordance with its terms; and
C. That the accounts and records maintained and preserved by IFTC shall
be the property of Fund and that it will not use any information made
available to it under the terms hereof for any purpose other than
complying with its duties and responsibilities hereunder or as
specifically authorized by Fund in writing.
4. DUTIES AND RESPONSIBILITIES OF FUND.
A. Fund shall turn over to IFTC all of Fund's accounts and records
previously maintained, if any, which IFTC may need to properly perform
its duties hereunder.
B. Fund shall provide to IFTC the information necessary to perform IFTC's
duties and responsibilities hereunder in writing or its electronic or
digital equivalent prior to the close of the New York Stock Exchange
on each day on which IFTC prices the Funds' securities and foreign
currency holdings.
C. Fund shall 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.
D. 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. Fund shall also
reimburse IFTC on demand for all out-of-pocket disbursements, costs
and expenses incurred by IFTC in connection with services performed
pursuant to this Agreement.
E. Fund shall notify IFTC of any changes in statutes, rules, regulations,
requirements, or policies which may necessitate changes in IFTC's
responsibilities or procedures.
F. Fund shall provide to IFTC, 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, or
other authorized individual, as requested by IFTC. Fund shall also
provide to IFTC instructions with respect to any matter concerning
this Agreement requested by IFTC. IFTC may rely upon any instruction
or information furnished by any person reasonably believed by it to be
an officer or agent of Fund, and shall not be held to have notice of
any
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change of authority of any such person until receipt of written notice
thereof from Fund.
G. Fund shall preserve the confidentiality of the Portfolio Accounting
System and the tapes, books, reference manuals, instructions, records,
programs, documentation and information of, and other materials
relevant to, the Portfolio Accounting System and the business of IFTC
("Confidential Information"). Fund shall not voluntarily disclose
such Confidential Information to any other person other than its own
employees who reasonably have a need to know such information pursuant
to this Agreement. Fund shall return all such Confidential
Information to IFTC upon termination or expiration of this Agreement.
H. Fund has been informed that the Portfolio Accounting System is
licensed for use by IFTC from DST Systems, Inc. ("Licensor"), and Fund
acknowledges that IFTC and Licensor have proprietary rights in and to
the Portfolio Accounting System and all other IFTC or Licensor
programs, code, techniques, know-how, data bases, supporting
documentation, data formats and procedures, including without
limitation any changes or modifications made at the request or expense
or both of Fund (collectively, the "Protected Information"). Fund
acknowledges that the Protected Information constitutes confidential
material and trade secrets of IFTC and Licensor. Fund shall preserve
the confidentiality of the Protected Information, and Fund hereby
acknowledges that any unauthorized use, misuse, disclosure or taking
of Protected Information, residing or existing internal or external to
a computer, computer system, or computer network, or the knowing and
unauthorized accessing or causing to be accessed of any computer,
computer system, or computer network, may he subject to civil
liabilities and criminal penalties under applicable law. Fund shall
so inform employees and agents who have access to the Protected
Information or to any computer equipment capable of accessing the
same. Licensor is intended to be and shall be a third party
beneficiary of the Fund's obligations and undertakings contained in
this paragraph.
I. If IFTC shall provide Fund direct access to the computerized
recordkeeping and reporting system used hereunder or if IFTC and Fund
shall agree to utilize any electronic system of communication, Fund
shall be fully responsible for any and all consequences of the use or
misuse of the terminal device, passwords, access instructions and
other means of access to such system(s) which are utilized by,
assigned to or otherwise made available to the Fund. Fund agrees to
implement and enforce appropriate security policies and procedures to
prevent unauthorized or improper access to or use of such system(s).
IFTC shall be fully protected in acting hereunder upon any
instructions, communications, data or other information received by
IFTC by such means as fully and to the same effect as if delivered to
IFTC by written instrument signed by the requisite authorized
representative(s) of the Fund.
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5. DUTIES AND RESPONSIBILITIES OF IFTC.
A. IFTC shall calculate Fund's net asset value, in accordance with Fund's
prospectus. IFTC will price the securities and foreign currency
holdings of the Fund for which market quotations are available by the
use of outside services designated by Fund which are normally used and
contracted with for this purpose; all other securities and foreign
currency holdings will be priced in accordance with Fund's
instructions.
B. IFTC shall prepare and maintain, with the direction and as interpreted
by Fund or Fund's accountants and/or other advisors, in complete,
accurate, and current form, all accounts and records needed to be
maintained as a basis for calculation of Fund's net asset value, and
as further agreed upon by the parties in writing, and shall preserve
such records in the manner and for the periods required by law or for
such longer period as the parties may agree upon in writing. Fund
shall advise IFTC in writing of all applicable record retention
requirements, other than those set forth in the 1940 Act.
C. IFTC shall make available to Fund for inspection or reproduction
within a reasonable time, upon demand, all accounts and records of
Fund maintained and preserved by IFTC.
D. IFTC shall be entitled to rely conclusively on the completeness and
correctness of any and all accounts and records turned over to it by
Fund.
E. 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 maintained by IFTC but shall be reimbursed
by Fund for all expenses and employee time invested in any such review
outside of routine and normal periodic reviews.
F. Upon receipt from Fund of any necessary information or instructions,
IFTC shall provide information from the books and records it maintains
for Fund that Fund needs for tax returns, questionnaires, or periodic
reports to shareholders and such other reports and information
requests as Fund and IFTC shall agree upon from time to time.
G. IFTC shall act as recordkeeper for additional series or portfolios of
Fund upon 30 days notice, provided IFTC consents to such arrangement.
Rates or charges for each additional series or portfolio shall be as
agreed upon by IFTC and Fund in writing.
H. IFTC shall not have any responsibility hereunder to Fund, Fund's
shareowners or any other person or entity for moneys or securities of
Fund, whether held by Fund or custodians of Fund.
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6. INDEMNIFICATION. IFTC shall not be responsible or liable for, and Fund
shall indemnify and hold IFTC harmless from and against, any and all costs,
expenses, losses, damages, charges, counsel fees, payments and liabilities,
which may be asserted against or incurred by IFTC or for which it may be
liable, arising out of or attributable to:
A. IFTC's action or omission to act pursuant hereto, except for any loss
or damage arising from any negligent act or willful misconduct of
IFTC; provided however, that IFTC shall not be liable for
consequential, special, or punitive damages in any event.
B. IFTC's payment of money as requested by Fund, or the taking of any
action which might make IFTC liable for payment of money; provided,
however, that IFTC shall not be obligated to expend its own moneys or
to take any such action except in IFTC's sole discretion.
C. IFTC's action or omission to act 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.
D. IFTC's action or omission to act in good faith reliance on the advice
or opinion of counsel for Fund or its own counsel, which advice or
opinion may be obtained by IFTC at the expense of Fund, or on the
instructions, advice and statements of Fund, Fund's accountants and
officers or other authorized individuals, and others believed by it in
good faith to be expert in matters upon which they are consulted.
E. The purchase or sale of any securities or foreign currency positions.
Without limiting the generality of the foregoing, IFTC shall be under
no duty or obligation to inquire into:
(1) The validity of the issue of any securities purchased by or for
Fund, or the legality of the purchase thereof, or the propriety
of the purchase price;
(2) The legality of the sale of any securities by or for Fund, or the
propriety of the sale price;
(3) The legality of the issue, sale or purchase of any shares of
Fund, or the sufficiency of the purchase or sale price; or
(4) The legality of the declaration of any dividend by Fund, or the
legality of the issue of any shares of Fund in payment of any
stock dividend.
F. Any error, omission, inaccuracy or other deficiency in Fund's accounts
and records or other information provided by or on behalf of Fund to
IFTC, or the failure of Fund to provide, or provide in a timely
manner, any accounts, records, or information needed by IFTC to
perform its functions hereunder.
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G. The Fund's refusal or failure to comply with the terms of this
Agreement (including without limitation the Fund's failure to pay or
reimburse IFTC under this indemnification provision), the Fund's
negligence or willful misconduct, or the failure of any representation
or warranty of the Fund hereunder to be and remain true and correct in
all respects at all times.
H. The use or misuse, whether authorized or unauthorized, of the
Portfolio Accounting System or other computerized recordkeeping and
reporting system to which IFTC provides Fund direct access hereunder
or of any other electronic system of communication used hereunder by
Fund or by any person who acquires access to such system(s) through
the terminal device, passwords, access instructions or other means of
access to such system(s) which are utilized by, assigned to or
otherwise made available to the Fund, except to the extent
attributable to any negligence or willful misconduct by IFTC.
7. FORCE MAJEURE. IFTC shall not be responsible or liable for its 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; inability to obtain labor, material, equipment or
transportation, or a delay in mails; governmental or exchange action,
statute, ordinance, rulings, regulations or direction; war, strike, riot,
emergency, civil disturbance, terrorism, vandalism, explosions, labor
disputes, freezes, floods, fires, tornados, acts of God or public enemy,
revolutions, or insurrection.
8. PROCEDURES. IFTC and Fund may from time to time adopt procedures as they
agree upon, and IFTC may conclusively assume that any procedure approved or
directed by Fund or its accountants or other advisors does not conflict
with or violate any requirements of Fund's prospectus, charter or
declaration of trust, bylaws, any applicable law, rule or regulation, or
any order, decree or agreement by which the Fund may be bound.
9. TERM AND TERMINATION. The initial term of this Agreement shall be a period
of one year commencing on the effective date hereof. This Agreement shall
continue thereafter until terminated by either party 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:
A. Fund shall pay to IFTC its fees and compensation due hereunder and its
reimbursable disbursements, costs and expenses paid or incurred to
such date.
B. Fund shall designate a successor (which may be Fund) by notice in
writing to IFTC on or before the termination date.
C. IFTC shall deliver to the successor, or if none has been designated,
to Fund, at IFTC's office, all records, funds and other properties of
Fund deposited with or held by IFTC hereunder. In the event that
neither a successor nor Fund takes delivery of all records, funds and
other properties of Fund by the termination date, IFTC's sole
obligation with respect thereto from the termination date until
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delivery to a successor or Fund shall be to exercise reasonable care
to hold the same in custody in its form and condition as of the
termination date, and IFTC shall be entitled to reasonable
compensation therefor, including but not limited to all of its out-of-
pocket costs and expenses incurred in connection therewith.
10. NOTICES. Notices, requests, instructions and other writings addressed to
Fund at 000 X.X. Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx 00000 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, instructions and other writings addressed to IFTC at its offices
at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, XX 00000, Attn: Xxxxx Xxxxxx, 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.
11. MISCELLANEOUS.
A. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of
the State of Missouri, without reference to the choice of laws
principles thereof.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, the indemnification extended
hereunder, and the provisions of Section 4.G. and 4.H. are intended to
and shall continue after and survive the expiration, termination or
cancellation of this Agreement.
D. No provisions of the Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed
by each party hereto.
E. The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of this
Agreement, including the payment of damages, shall not be construed as
a continuing or permanent waiver of any such terms, conditions, rights
or privileges, but the same shall continue and remain in full force
and effect as if no such forbearance or waiver had occurred. No
waiver, release or discharge of any party's rights hereunder shall be
effective unless
F. 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.
G. This Agreement may be executed in two or more separate counterparts,
each of which shall be deemed an original but all of which together
shall constitute one and the same instrument.
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H. If any provision of this Agreement shall be determined to be invalid
or unenforceable, the remaining provisions of this Agreement shall not
be affected thereby, and every provision of this Agreement shall
remain in full force and effect and shall remain enforceable to the
fullest extent permitted by applicable law.
I. This Agreement may not be assigned by either party hereto without the
prior written consent of the other.
J. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between Fund
and IFTC.
K. Except as specifically provided herein, this Agreement does not in any
way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by any party hereunder shall not
affect any rights or obligations of any other party hereunder.
L. If Fund is a business trust, notice is hereby given that a copy of its
declaration of trust and all amendments thereto is on file with the
Secretary of State of the state of its organization; that this
Agreement has been executed on behalf of Fund by the undersigned duly
authorized representative of Fund in his/her capacity as such and not
individually; and that the obligations of this Agreement shall only be
binding upon the assets and property of Fund and shall not be binding
upon any trustee, officer or shareholder of Fund individually.
M. Each Fund shall be regarded for all purposes hereunder as a separate
party apart from each other Fund. Unless the context otherwise
requires, with respect to every transaction covered by this Agreement,
every reference herein to a Fund shall be deemed to relate solely to
the particular Fund to which such transaction relates. Under no
circumstances shall the rights, obligations or remedies with respect
to a particular Fund constitute a right, obligation or remedy
applicable to any other Fund. The use of this single document to
memorialize the separate agreement of each Fund is understood to be
for clerical convenience only and shall not constitute any basis for
joining the Funds for any reason.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective and duly authorized officers, to be effective as of the day
and year first above written.
INVESTORS FIDUCIARY TRUST COMPANY
By:
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Title:
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EACH REGISTERED INVESTMENT COMPANY LISTED ON
EXHIBIT A HERETO
By:
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Title:
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EXHIBIT A
FUNDS
The Crabbe Huson Special Fund, Inc.
The Crabbe Huson Real Estate Fund, Inc.
The Crabbe Huson Equity Fund, Inc.
The Crabbe Huson Asset Allocation Fund, Inc.
The Oregon Municipal Bond Fund, Inc.
The Crabbe Huson Income Fund, Inc.
The Crabbe Huson U.S. Government Income Fund, Inc.
The Crabbe Huson U.S. Government Money Market Fund, Inc.
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