EXHIBIT 9c
ACCOUNTING SERVICES AGREEMENT
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AGREEMENT dated as of __________, 1997 between Millennium Income
Trust (the "Trust"), a Massachusetts business trust, and Countrywide Fund
Services, Inc. ("Countrywide"), an Ohio corporation.
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust wishes to employ the services of Countrywide to
provide the Trust 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, the Trust and Countrywide agree as follows:
1. APPOINTMENT.
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The Trust hereby appoints and employs Countrywide as agent to
perform those services described in this Agreement for the Trust.
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.
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Countrywide will calculate the net asset value of each series
of the Trust and the per share net asset value of each series of the Trust,
in accordance with the current prospectus and statement of additional
information of each series of the Trust, once daily as of the time selected
by the Trust's Board of Trustees. Countrywide will prepare and maintain a
daily valuation of all securities and other assets of the Trust in
accordance with instructions from a designated officer of the Trust or its
investment adviser and in the manner set forth in the Trust's current
prospectus and statement of additional information. In valuing securities
of the Trust, Countrywide may contract with, and rely upon market
quotations provided by, outside services.
3. BOOKS AND RECORDS.
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Countrywide will maintain and keep current the general ledger
for each series of the Trust, recording all income and expenses, capital
share activity and security transactions of the Trust. 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 Trust and its authorized agents regarding share purchases
and redemptions and trial balances of each series of the Trust.
Countrywide will prepare and maintain complete, accurate and current all
records with respect to the Trust required to be maintained by the Trust
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 in the Code and the 1940 Act.
The retention of such records shall be at the expense of the Trust.
All of the records prepared and maintained by Countrywide
pursuant to this Section 3 which are required to be maintained by the Trust
under the Code and the 1940 Act will be the property of the Trust. In the
event this Agreement is terminated, all such records shall be delivered to
the Trust at the Trust's expense, and Countrywide shall be relieved of
responsibility for the preparation and maintenance of any such records
delivered to the Trust.
4. PAYMENT OF TRUST EXPENSES.
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Countrywide shall process each request received from the Trust
or its authorized agents for payment of the Trust's expenses. Upon receipt
of written instructions signed by an officer or other authorized agent of
the Trust, 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.
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Countrywide shall maintain such records within its control and
shall be requested by the Trust to assist the Trust in fulfilling the
requirements of Form N-SAR.
6. COOPERATION WITH ACCOUNTANTS.
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Countrywide shall cooperate with the Trust's independent public
accountants 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 accountants for the expression of their
unqualified opinion where required for any document for the Trust.
7. FURTHER ACTIONS.
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Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
8. FEES.
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For the performance of the services under this Agreement, each
series of the Trust 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.
The Trust shall also promptly reimburse Countrywide for the cost of
external pricing services utilized by Countrywide.
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9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
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The parties hereto acknowledge and agree that nothing contained
herein shall be construed to require Countrywide to perform any services
for the Trust which services could cause Countrywide to be deemed an
"investment adviser" of the Trust within the meaning of Section 2(a)(20) of
the 1940 Act or to supersede or contravene the Trust'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 of information furnished to it by Countrywide, the
Trust 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.
10. REFERENCES TO COUNTRYWIDE.
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The Trust shall not circulate any printed matter which contains
any reference to Countrywide without the prior written approval of
Countrywide, excepting solely such printed matter as merely identifies
Countrywide as Administrative Services Agent, Transfer, Dividend
Disbursing, Shareholder Service and Plan Agent and Accounting Services
Agent. The Trust will submit printed matter requiring approval to
Countrywide in draft form, allowing sufficient time for review by
Countrywide and its counsel prior to any deadline for printing.
11. EQUIPMENT FAILURES.
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Countrywide shall take all steps necessary to minimize or avoid
service interruptions, and has entered into one or more agreements making
provision for emergency use of electronic data processing equipment.
Countrywide shall have no liability with respect to equipment failures
beyond its control.
12. INDEMNIFICATION OF COUNTRYWIDE.
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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
shareholders, 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 Trust 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 gross 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, shareholder, or agent of Countrywide, or any of its affiliates,
who may be or become an officer, trustee, employee or agent of the Trust,
shall be deemed, when rendering services to the Trust or acting on any
business of the Trust, to be rendering such services to or acting solely as
an officer, trustee, employee or agent of the Trust and not as a director,
officer, employee, shareholder or agent of or one under the control or
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direction of Countrywide or any of its affiliates, even though paid by one
of those entities.
C. Notwithstanding any other provision of this Agreement,
the Trust shall indemnify and hold harmless Countrywide, its directors,
officers, employees, shareholders, agents, control persons and affiliates
from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) 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 Trust or upon the opinion of legal counsel for the
Trust 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 gross negligence,
willful misconduct, bad faith, or reckless disregard of its or their own
duties hereunder.
13. TERMINATION.
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A. The provisions of this Agreement shall be effective on
the date first above written, shall continue in effect for two years from
that date 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 Trust's trustees 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 Trust's Board of Trustees or a majority of the Trust's
outstanding voting securities.
B. Either party may terminate this Agreement on any date by
giving the other party at least sixty (60) days' prior written notice of
such termination specifying the date fixed therefore. Upon termination of
this Agreement, the Trust 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.
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 the Trust by written
notice to Countrywide, Countrywide shall, promptly upon such termination
and at the expense of the Trust, transfer all records maintained by
Countrywide under this Agreement and shall cooperate in the transfer of
such duties and responsibilities, including providing for assistance from
Countrywide's cognizant personnel in the establishment of books, records
and other data by such successor.
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14. SERVICES FOR OTHERS.
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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 the Trust under
this Agreement.
15. LIMITATION OF LIABILITY.
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It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but bind
only the trust property of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed by
an officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property
of the Trust.
16. SEVERABILITY.
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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.
17. QUESTIONS OF INTERPRETATION.
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This Agreement shall be governed by the laws of the State of
Ohio. 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 said 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.
18. NOTICES.
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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 the Trust: Millennium Income Trust
00000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. England
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 18. 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.
19. AMENDMENT.
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This Agreement may not be amended or modified except by a
written agreement executed by both parties.
20. BINDING EFFECT.
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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.
21. COUNTERPARTS.
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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.
22. FORCE MAJEURE.
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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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23. MISCELLANEOUS.
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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.
MILLENNIUM INCOME TRUST
By: _________________________________
Its: President
COUNTRYWIDE FUND SERVICES, INC.
By: _________________________________
Its: President
Schedule A
COMPENSATION
Each series of the Trust will pay Countrywide a monthly fee,
according to the average net assets of such series during such month, as
follows:
Average Monthly Net Assets Monthly Fee
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0 -$ 50,000,000 $2,000
50 - 100,000,000 2,500
100 - 200,000,000 3,000
200 - 300,000,000 4,000
Over 300,000,000 5,000 plus .001% of
such assets in excess
of $300,000,000
