ADMINISTRATIVE AND ACCOUNTING SERVICES AGREEMENT
EXHIBIT
H(1)
AGREEMENT
made this 21st day of May, 2007 between Wisconsin Capital Funds, Inc., a
Wisconsin corporation (the "Corporation"), and Wisconsin Capital Management,
LLC, a Wisconsin limited liability company ("WisCap").
WITNESSETH
WHEREAS,
the Corporation is an open-end, management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), and is
authorized to issue its shares of capital stock in one or more series, as
designated from time to time by the Corporation's Board of Directors;
and
WHEREAS,
the Corporation desires to retain WisCap to provide administrative and
accounting services to the Corporation and its mutual fund series and WisCap
has
agreed to render such services.
NOW
THEREFORE, in consideration of the premises and mutual covenants herein-after
set forth, the parties hereto agree as follows:
1. Appointment.
The
Corporation hereby appoints WisCap to provide administrative services and act
as
accounting services agent to provide the services described herein regarding
administration, accounting, bookkeeping, and pricing of shares (cumulatively
the
"Services") for the periods and on the terms herein set forth, for each mutual
fund series identified on Attachment A to this Agreement, as modified from
time
to time by the mutual consent of the parties (each, a "Fund" and collectively,
the "Funds"). WisCap accepts such appointment and agrees to render the Services
for the compensation herein provided.
2. Administrative
and Accounting Services.
(a) WisCap
shall provide supervision and oversight of all aspects of the Funds' operations
being preformed by other service providers to the Funds, such as the custodian,
transfer agent, administrative agent, accounting agent, and distributor for
the
Funds ("Other Service Providers").
(b) WisCap
shall, on behalf of the Funds, provide information about the Funds to the Other
Service Providers in order that the Other Service Providers may sufficiently
and
timely perform their respective services to the Funds.
(c) WisCap
shall assist the Other Service Providers with the preparation of:
(i) the
Corporation’s required tax returns;
(ii) reports
to shareholders of the Funds;
(iii) the
financial statements for the Funds; and
(iv) periodic
updates to each Fund's Prospectus and Statement of Additional Information and
the preparation of reports filed with the Securities and Exchange Commission
and
other regulatory authorities.
(d) WisCap
shall provide to the Corporation one of its employees to serve as Chief
Compliance Officer of the Corporation.
(e) WisCap
shall, to the extent not provided by Other Service Providers or pursuant to
paragraph 2(b) below, provide the Funds with such other personnel to perform
such executive, administrative and clerical services as are reasonably necessary
to provide effective administration of the Funds.
(f) WisCap
shall maintain and keep current all of the accounts, books and other documents
of each Fund in accordance with 1940 Act to the extent not maintained by the
Fund's Other Service Providers.
(g) WisCap
shall maintain such staff and employ or retain such personnel and consult with
such other persons as shall from time to time be reasonably necessary to perform
the Services. WisCap shall provide such office space, facilities, equipment
and
other assets and resources as shall be reasonably necessary to perform the
Services.
(h) WisCap,
in the performance of its duties hereunder, shall act in conformity with the
Corporation's Articles of Incorporation and Bylaws, each Fund's Prospectus,
Statement of Additional Information and Registration Statement, the codes,
policies and procedures maintained by the Corporation and applicable to the
Services, and the instructions and directions of the Board of Directors of
the
Corporation, and shall comply with and conform to the requirements of the 1940
Act and all other applicable federal and state laws, regulations and rulings.
(i) WisCap
shall render to the Board of Directors of the Corporation such periodic and
special reports as the Board may reasonably request.
3. Use
of
Affiliated Companies and Subcontractors.
In
connection with the Services, WisCap may, to the extent it deems appropriate,
and subject to compliance with the requirements of applicable laws and
regulations and upon approval of the Corporation's Board of Directors, make
use
of (i) its affiliated companies, if any, and their directors, officers, and
employees and (ii) qualified subcontractors selected by WisCap, provided that
WisCap shall supervise and remain fully responsible for the services of all
such
third parties in accordance with and to the extent provided by this Agreement.
All costs and expenses associated with services provided by any such third
parties shall be borne by WisCap or such parties.
4. Instructions,
Opinions of Counsel, and Signatures.
At any
time WisCap may request instructions regarding the Corporation or the Funds
from
any duly authorized agent of the Corporation, and may consult with counsel
for
the Corporation or its own counsel, in respect of any matter arising in
connection with this Agreement, and it shall not be liable for any action taken
or omitted by it in good faith in accordance with such instructions or with
the
advice or opinion of such counsel. WisCap shall be protected in acting upon
any
such instruction, advice, or opinion and upon any other paper or document
delivered by the Fund or such counsel believed by WisCap to be genuine and
to
have been signed by the proper person or persons, and shall not be held to
have
notice of any change of authority of any officer or agent of the Fund, unless
such change was authorized by a duly authorized employee of WisCap or WisCap
shall have received written notice thereof from the Fund.
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5. Expenses.
During
the term of this Agreement, WisCap will pay all costs incurred by it in
connection with the performance of the Services except as otherwise expressly
provided herein and other than the fees and expenses of third parties (such
as
legal counsel and auditors) and the out-of-pocket costs of the preparations,
submissions, up-datings and filings referred to in paragraph 2(a)(iii).
6. Compensation.
As full compensation for WisCap providing the Services and assuming the expenses
pursuant to this Agreement, WisCap will receive from each Fund at an annual
rate
equal to 0.15% of the Fund's average daily net assets. The fee will be computed
daily for each Fund and shall be paid monthly in arrears.
7. Duration
and Termination.
This
Agreement shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party on 60 days' written notice
to the other party. Each party may also terminate this Agreement with respect
to
any one or more Funds on 60 days' written notice to the other party, without
affecting the effectiveness hereof with respect to any other Funds.
8. Nonexclusivity.
The
services of WisCap to the Funds hereunder are not to be deemed exclusive, and
WisCap shall be free to render similar services to others.
9. Standard
of Care.
Neither
WisCap, nor any of its directors, officers, shareholders, agents or employees
shall be liable to the Corporation, any Fund, or shareholders of either for
any
action taken or thing done by it, or its subcontractors or agents, on behalf
of
the Corporation or any Fund in carrying out the terms and provisions of this
Agreement if done in good faith without gross negligence or misconduct on the
part of WisCap, its sub-contractors, or agents. Nothing in this Agreement shall
be construed to protect WisCap or its directors, officers, shareholders, agents
or employees from liability to the Corporation, any Fund, or shareholders of
either to which WisCap would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence, in the performance of WisCap's
duties, or by reason of WisCap's reckless disregard of its obligations and
duties under this Agreement.
10. Assignment.
Neither
party may assign this Agreement or any interest here-under either voluntarily
or
involuntarily, by operation of law or otherwise, without the prior consent
of
the other party.
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11. Headings.
The
headings and captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof
or
otherwise affect their construction or effect.
12. Severability.
If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
13. Construction,
Governing Law.
This
Agreement shall be construed in accordance with applicable federal law and
the
laws of the State of Wisconsin and shall be binding upon and shall inure to
the
benefit of the parties hereto and their respective successors. Anything herein
to the contrary notwithstanding, this Agreement shall not be construed to
require, or to impose any duty upon, either of the parties to do anything in
violation of any applicable laws or regulations.
14. Complete
Agreement.
This
Agreement expresses the complete agreement of the parties hereto with respect
to
the subject matter hereof and supercedes any prior agreement between the parties
with respect to the subject matter hereof.
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IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
as of the day and year first written above.
| WISCONSIN CAPITAL FUNDS, INC. | ||
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| By: | /s/ Xxxxxx X. Xxxxx | |
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Xxxxxx X. Xxxxx, President & Chief Executive Officer |
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| WISCONSIN CAPITAL MANAGEMENT, LLC. | ||
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| By: | /s/ Xxxxxx X. Xxxxx | |
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Xxxxxx X. Xxxxx, President |
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ATTACHMENT
A
BETWEEN
WISCONSIN CAPITAL FUNDS, INC.
AND
WISCONSIN
CAPITAL MANAGEMENT, LLC.
This
Agreement shall apply with respect to the following Funds:
|
1.
|
Plumb
Balanced Fund.
|
|
2.
|
Plumb
Equity Fund.
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