EXHIBIT 9(b)
FORM OF
FUND ACCOUNTING SERVICING AGREEMENT
This contract between The Xxxxxx Portfolio, Inc., an Oregon corporation,
hereinafter called the "Fund", and First Wisconsin Trust Company, a Wisconsin
corporation, hereinafter called "FWTC," is entered into on this _________ day of
_______, 1992.
WHEREAS, The Xxxxxx Portfolio, Inc. is a financial services company
providing investment opportunities through mutual funds to various investors;
WHEREAS, First Wisconsin Trust Company ("FWTC") is in the business of
providing, among other things, mutual fund accounting services to investment
companies;
NOW, THEREFORE, the Fund and FWTC do mutually promise and agree as follows:
1. Services. FWTC agrees to provide the following mutual fund accounting
services to the Fund:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date basis using
security trade information communicated from the investment manager on
a timely basis.
(2) For each valuation date, obtain prices from a pricing source
approved by the Board of Directors and apply those prices to the
portfolio positions. For those securities where market quotations are
not readily available, the Board of Directors shall approve, in good
faith, the method for determining the fair value for such securities.
(3) Identify interest and dividend accrual balances as of each
valuation date and calculate gross earnings on investments for the
accounting period.
(4) Determine gain/loss on security sales and identify them as to
short-short, short- or long-term status; account for periodic
distributions of gains or losses to shareholders and maintain
undistributed gain or loss balances as of each valuation date.
B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense accrual
amounts as directed by the Fund as to methodology, rate or dollar
amount.
(2) Record payments for Fund expenses upon receipt of written
authorization from the Fund.
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(3) Account for fund expenditures and maintain expense accrual
balances at the level of accounting detail, as agreed upon by FWTC and
the Fund.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for fund share purchases, sales, exchanges,
transfers, dividend reinvestments, and other fund share activity as
reported by the transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the Fund.
(3) Determine net investment income (earnings) for the Fund as of
each valuation date. Account for periodic distributions of earnings to
shareholders and maintain undistributed net investment income balances
as of each valuation date.
(4) Maintain a general ledger for the Fund in the form as agreed
upon.
(5) For each day the Fund is open as defined in the prospectus,
determine the net asset value of the Fund according to the accounting
policies and procedures set forth in the prospectus.
(6) Calculate per share net asset value, per share net earnings,
and other per share amounts reflective of fund operation at such time
as required by the nature and characteristics of the Fund.
(7) Communicate, at an agreed upon time, the per share price for
each valuation date to parties as agreed upon from time to time.
(8) Prepare monthly reports which document the adequacy of
accounting detail to support month-end ledger balances.
D. Tax Accounting Services:
(1) Maintain tax accounting records for the investment portfolio
of the Fund to support the tax reporting required for IRS-defined
regulated investment companies.
(2) Maintain tax lot detail for the investment portfolio.
(3) Calculate taxable gain/loss on security sales using the tax
cost basis for the Fund.
(4) Provide the necessary financial information to support the
taxable components of income and capital gains distributions to the
transfer agent to support tax reporting to the shareholders.
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E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support financial
statement preparation by making the fund accounting records available
to The Xxxxxx Portfolio, Inc., the Securities and Exchange Commission,
and the outside auditors.
(2) Maintain accounting records according to the Investment
Company Act of 1940 and regulations provided thereunder.
2. Changes in Accounting Procedures. Any resolution passed by the Board of
Directors that affects accounting practices and procedures under this agreement
shall be effective upon written receipt and acceptance by the FWTC.
3. Changes in Equipment, Systems, Service, Etc. FWTC reserves the right to
make changes from time to time, as it deems advisable, relating to its services,
systems, programs, rules, operating schedules and equipment, so long as such
changes do not adversely affect the service provided to the Fund under this
Agreement.
4. Compensation. FWTC shall be compensated for providing the services set
forth in this Agreement in accordance with the Fee Schedule attached hereto as
Exhibit A and as mutually agreed upon and amended from time to time.
5. Performance of Service. FWTC shall exercise reasonable care in the
performance of its duties under the Agreement. The Xxxxxx Portfolio, Inc. agrees
to reimburse and make FWTC whole for any loss or damages (including reasonable
fees and expenses of legal counsel) arising out of or in connection with its
actions under this Agreement so long as FWTC acts in good faith and is not
negligent or guilty of any willful misconduct.
FWTC shall not be liable or responsible for delays or errors occurring
by reason of circumstances beyond its control, including acts of civil or
military authority, natural or state emergencies, fire, mechanical breakdown,
flood or catastrophe, acts of God, insurrection, war, riots or failure of
transportation, communication or power supply.
In the event of a mechanical breakdown beyond its control, FWTC shall
take all reasonable steps to minimize service interruptions for any period that
such interruption continues beyond FWTC's control. FWTC will make every
reasonable effort to restore any lost or damaged data and the correcting of any
errors resulting from such a breakdown will be at the expense of FWTC. FWTC
agrees that it shall at all times have reasonable contingency plans with
appropriate parties, making reasonable provision for emergency use of electrical
data processing equipment to the extent appropriate equipment is available.
Representatives of the Fund shall be entitled to inspect FWTC's premises and
operating capabilities at any time during regular business hours of FWTC, upon
reasonable notice to FWTC.
This indemnification includes any act, omission to act, or delay by
FWTC in reliance upon, or in accordance with, any written or oral instruction it
receives from any duly authorized officer of the Fund.
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Regardless of the above, FWTC reserves the right to reprocess and
correct administrative errors at its own expense.
6. No Agency Relationship. Nothing herein contained shall be deemed to
authorize or empower FWTC or the Fund to act as agent for any other party to
this Agreement, or to conduct business in the name of, or for the account of,
any other party to this Agreement.
7. Ownership of Records. All records prepared or maintained by FWTC on
behalf of the Fund remain the surrendered property of the Fund and will be
surrendered promptly on the written request of an authorized officer of the
Fund.
8. Confidentiality. FWTC shall handle in confidence all information
relating to the Fund's business, which is received by FWTC during the course of
rendering any service hereunder.
9. Data Necessary to Perform Services. The Fund or its agent, which may be
FWTC, shall furnish to FWTC the data necessary to perform the services described
herein at times and in such form as mutually agreed upon.
10. Notification of Error. The Fund will notify FWTC of any balancing or
control error caused by FWTC within three (3) business days after receipt of any
reports rendered by FWTC to the Fund, or within three (3) business days after
discovery of any error or omission not covered in the balancing or control
procedure, or within three (3) business days of receiving notice from any
shareholder.
11. Additional Series. In the event that The Xxxxxx Portfolio, Inc.
establishes one or more series of shares with respect to which it desires to
have FWTC render accounting services, under the terms hereof, it shall so notify
FWTC in writing, and if FWTC agrees in writing to provide such services, such
series will be subject to the terms and conditions of this Agreement, and shall
be maintained and accounted for by FWTC on a discrete basis.
12. Term of Agreement. This Agreement may be terminated by either party
upon giving ninety (90) days prior written notice to the other party or such
shorter period as is mutually agreed upon by the parties. However, this
Agreement may be replaced or modified by a subsequent agreement between the
parties.
13. Duties in the Event of Termination. In the event that in connection
with termination a Successor to any of FWTC's duties or responsibilities
hereunder is designated by The Xxxxxx Portfolio, Inc. by written notice to FWTC,
FWTC will promptly, upon such termination and at the expense of The Xxxxxx
Portfolio, Inc., transfer to such Successor all relevant books, records,
correspondence and other data established or maintained by FWTC under this
Agreement in a form reasonably acceptable to The Xxxxxx Portfolio, Inc. (if such
form differs from the form in which FWTC has maintained the same, The Xxxxxx
Portfolio, Inc. shall pay any expenses associated with transferring the same to
such form), and will cooperate in the transfer of such duties and
responsibilities, including provision for assistance from FWTC's personnel in
the establishment of books, records and other data by such successor.
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14. Choice of Law. This memorandum of understanding shall be construed in
accordance with the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the due execution hereof on the date first above
written.
ATTEST: FIRST WISCONSIN TRUST COMPANY
By
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ATTEST: THE XXXXXX PORTFOLIO, INC.
By
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