EXHIBIT 9(B)
ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of this 15th day of September, 1998, by and between
Integrity Small-Cap Fund of Funds, Inc. (the "Fund"), a North Dakota
Corporation, and ND Resources, Inc. ("Resources"), a North Dakota corporation.
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Fund hereby appoints Resources to provide accounting services for
the benefit of the Fund and its shareholders. Such services may
include, but are not limited to, bond interest and amortization
accruals, daily fee accruals, security valuation, calculation of daily
net asset value, calculation of a daily dividend rate, and preparation
of semiannual and annual reports.
Resources accepts such appointment and agrees during such period to
render such services and to assume the obligations herein set forth for
the compensation herein provided. Resources shall for all purposes
herein provided be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent
of the Fund. Resources, by separate agreement with the Fund, may also
service the Fund in other capacities. In carrying out its duties and
responsibilities hereunder, Resources may contract with various firms to
provide certain of the accounting services described herein. Such firms
shall at all times be deemed to be independent contractors retained by
Resources and not the Fund. Resources and not the Fund will be
responsible for the payment of compensation to such firms for such
services.
2. For the services and facilities described in Section 1, the Fund will
pay to Resources at the end of each calendar month an accounting service
fee equal to the sum of (i) $2,000 per month and (ii) 0.05% of the
Fund's average daily net assets on an annual basis for the Fund's first
$50 million of average daily net assets, 0.04% of the Fund's average
daily net assets on an annual basis for the Fund's next $50 million of
average daily net assets, 0.03% of the Fund's average daily net assets
on an annual basis for the Fund's next $100 million of average daily net
assets, 0.02% of the Fund's average daily net assets on an annual basis
for the Fund's next $300 million of average daily net assets, and 0.01%
of the Fund's average daily net assets on an annual basis for the Fund's
average daily net assets in excess of $500 million, together with
reimbursement of Resources' out-of-pocket expenses. For the month
and year in which this Agreement becomes effective or terminates, there
shall be an appropriate proration on the basis of the number of days
that the Agreement is in effect during such month and year,
respectively. The services of Resources to the Fund under this
Agreement are not to be deemed exclusive, and Resources shall be free to
render similar services or other services to others.
The net asset value for each share of the Fund shall be calculated in
accordance with the provisions of the Fund's current prospectus. On
each day when net asset value is not calculated, the net asset value of
a share of the Fund shall be deemed to be the net asset value of such a
share as of the close of business on the last day on which such
calculation was made for the purpose of the foregoing computation.
3. The Fund shall assume and pay all charges and expenses of its operations
not specifically assumed or otherwise to be provided by Resources under
this Agreement.
4. This Agreement may be terminated at any time without the payment of any
penalty by the Fund or by Resources on sixty (60) days written notice to
the other party. Termination of this Agreement shall not affect the
right of Resources to receive payments on any unpaid balance of the
compensation described in Section 2 hereof earned prior to such
termination. This Agreement may not be amended to increase the amount
to be paid to Resources for services hereunder without the vote of the
Board of Directors of the Fund. All material amendments to this
Agreement must in any event be approved by vote of the Board of
Directors of the Fund.
5. If any provisions of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be
thereby affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address
as such other party may designate for the receipt of such notice.
7. All parties hereto are expressly put on notice of the Fund's Agreement
and Article of Incorporation and all amendments thereto, all of which
are on file with the Secretary of the State of North Dakota.
This Agreement has been executed by and on behalf of the Fund by its
representatives as such representatives and not individually, and the
obligations of the Fund hereunder are not binding upon any of the
directors, officers, or shareholders of the Fund individually but are
binding upon only the assets and property of the Fund.
8. This Agreement shall be construed in accordance with the laws of the
State of North Dakota.
IN WITNESS WHEREOF, the Fund and Resources have caused this Agreement to be
executed as of the day and year first above written.
INTEGRITY SMALL-CAP FUND OF FUNDS, INC.
By: /Xxxxxx X. Xxxxxxx/
Xxxxxx X. Xxxxxxx
President
Agreed and Accepted By:
ND RESOURCES, INC.
By: /Xxxxxx X. Xxxxxxx/
Xxxxxx X. Xxxxxxx
President
