Exhibit h(ii)
FUND ACCOUNTING SERVICING AGREEMENT
This Agreement between Xxxxxxx Capital Growth Fund, Inc., a Maryland
Corporation, hereinafter called the "Fund," and First Wisconsin Trust Company, a
Wisconsin Corporation, hereinafter called the "Trust Company," is entered into
on this 11th day of May, 1988.
WITNESSETH:
WHEREAS, the Fund is an open-end management investment company
providing investment opportunities through a mutual fund to various investors;
WHEREAS, the Trust Company is in the business of providing, among other
things, mutual fund accounting services to investment companies;
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Services. The Trust Company agrees to provide the following mutual
fund accounting services to the Trust:
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 gain 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) Issue payments for Fund expenses upon receipt of written
authorization from the Fund.
(3) Account for Fund expenditures and maintain expense accrual
balances at the level of accounting detail specified by the Fund.
(4) Support periodic expense accrual review, i.e., comparison
of actual expense activity versus accrual amounts.
(5) 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 defined
by the Fund and produce a set of financial statements as may be agreed
upon from time to time as of each valuation date.
(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.
Perform the calculations using the number of shares outstanding
reported by the transfer agent to be applicable at the time of
calculation.
(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.
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D. Tax Accounting Services:
(1) Maintain tax accounting records for the Fund investment
portfolio so as to support 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 defined for the Fund.
(4) Report the taxable components of income and capital gains
distributions to the transfer agent to support tax reporting to the
shareholders.
E. Compliance Control Services:
(1) Maintain accounting records to support compliance
monitoring by the Fund.
(2) Support reporting to regulatory bodies and support
financial statement preparation by making the Fund accounting records
available to the Fund, the Securities and Exchange Commission, and the
outside auditors.
(3) 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 Trust
Company.
3. Compensation. The Trust Company shall be compensated for providing
the above-referenced services in accordance with the Fee Schedule attached
hereto as Exhibit A.
4. Term of Agreement. This Agreement may be terminated by either party
upon giving sixty (60) days prior written notice to the other party. However,
this Agreement may be replaced or modified by a subsequent agreement between the
parties.
5. Duties in the Event of Termination. In the event that in connection
with termination a Successor to any of the Trust Company's duties or
responsibilities hereunder is designated by the Fund by written notice to the
Fund Company, the Trust Company will promptly, upon such termination and at the
expense of the Fund, transfer to such Successor all relevant books, records,
correspondence and other data established or maintained by the Trust Company
under this Agreement in a form reasonably acceptable to the Fund (if such form
differs from the form in which the Trust Company has maintained the same, the
Fund 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 the Trust Company's personnel in the
establishment of books, records and other data by such successor.
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6. 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________________________________
ATTEST: XXXXXXX CAPITAL GROWTH
FUND, INC.
_____________________________________ By________________________________
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FIRST WISCONSIN TRUST COMPANY
FUND VALUATION AND ACCOUNTING SERVICE
FOR
XXXXXXX CAPITAL GROWTH FUND, INC.
Portfolio Services
Annual fee schedule per fund based on market value of assets.
$18,000 for the first $40,000,000.00
2/100 of 1% (2 basis points) on the balance
$ 3.50 per month per asset in excess of 50 per portfolio $15.00 per
month per tax exempt debt issue in excess of 40 assets
Fund accounting fees are billed monthly.
