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EXHIBIT 9(a)
AMENDED AND RESTATED
ACCOUNTING SERVICES AGREEMENT
AGREEMENT made this 7th day of February, 1992 between XXXXXXXX, XXXXX
& XXXXX FUNDS, INC., a Wisconsin corporation (the "Fund"), and Xxxxxxxx, Xxxxx &
Xxxxx, Inc., a Wisconsin corporation ("TUP").
WITNESSETH
WHEREAS, the Fund is an open-end, diversified 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 Fund's Board of Directors;
WHEREAS, the Fund has retained TUP to render investment advisory and
administrative services to various series of the Fund and TUP has agreed to
render such services;
WHEREAS, the Agent and the Fund have entered into an Accounting
Services Agreement, dated March 13, 1987, pursuant to which TUP provides certain
accounting services to the only series currently offered by the Fund; and
WHEREAS, TUP and the Fund wish to amend and restate the Accounting
Services Agreement to provide that TUP will provide similar services to such
additional series of the Fund as may from time to time be designated by the
Fund's Board of Directors and with respect to which the Fund's Board of
Directors requests such services from TUP and TUP consents to so serve.
NOW THEREFORE, in consideration of the premise and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. APPOINTMENT. The Fund hereby appoints TUP to act as accounting
services agent to provide the services described herein regarding accounting,
bookkeeping and pricing of shares (the "Services") for the periods and on the
terms herein set forth, for each series of the Fund identified on Attachment A
to this Agreement, as modified from time to time by the mutual consent of the
parties (the "Series"). TUP accepts such appointment and agrees to render the
Services for the compensation herein provided.
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2. SERVICES.
(a) TUP shall prepare the financial statements of each Series at the
times and in the form as required by the 1940 Act, and TUP shall also prepare
financial statements for each Series at such times (not more frequently than
monthly) and in such form as the Fund may reasonably request. In so preparing
the financial statements, each Series shall have, at the Fund's expense, the
assistance of the Fund's independent public accountants.
(b) TUP shall maintain and keep current all of the accounts, books and
other documents specified in paragraph (a) and in paragraphs (b)(1) through (8)
of Rule 31a-1 under the 1940 Act except for those maintained pursuant to the
Custodian Agreement With Bank and Shareholder Servicing Agent Agreement, each of
which is between the Fund and First Wisconsin Trust Company and is dated June 6,
1986, as amended and restated as of the date of this Agreement.
(c) TUP shall calculate the net asset value per share of each Series
at the times and in the manner described in the Fund's Prospectus and Statement
of Additional Information, as presently in effect, and as amended, supplemented
and/or superseded from time to time (hereinafter referred to, respectively, as
the "Prospectus" and the "Additional Statement"). In so calculating the net
asset value per share of each Series, TUP shall be responsible for determining
the value of the portfolio securities of each Series in the manner described in
the Prospectus and Additional Statement. If an independent pricing service is
used by TUP to determine such values, the expense of such service shall be borne
by the appropriate Series. TUP shall prepare and maintain price make-up sheets
and such other records as are necessary to reflect the determination of the net
asset value per share for each Series.
(d) TUP agrees that all books, accounts and other documents which it
maintains for each Series are the property of the Fund and it will surrender
promptly to the Fund any of such books, accounts and other documents upon the
Fund's request. Such books, accounts and other documents shall be maintained by
TUP in accordance with and for the time periods specified by applicable rules
and regulations, including Rule 31a-2 under the 1940 Act.
(e) In addition, TUP 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 .
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(f) TUP shall provide the Fund with such office space, facilities and
equipment as shall be reasonably necessary to perform the Services.
(g) TUP, in the performance of its duties hereunder, shall act in
conformity with the Prospectus and Additional Statement and with the
instructions and directions of the Board of Directors of the Fund, and will
comply with and conform to the requirements of the 1940 Act, the Investment
Advisers Act of 1940 and all other applicable federal and state laws,
regulations and rulings.
(h) TUP shall render to the Board of Directors of the Fund such
periodic and special reports as the Board may reasonably request.
3. EXPENSES. During the term of this Agreement, TUP will pay all costs
incurred by it in connection with the performance of the Services except as
otherwise expressly provided herein.
4. COMPENSATION. As full compensation for TUP providing the Services and
assuming the expenses pursuant to this Agreement, each Series will pay TUP a
fee equal to $60 per day for each day on which the Series' net asset value per
share is determined. The foregoing fee will be payable monthly.
5. 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. The Fund may also terminate
this Agreement with respect to any one or more Series of the Fund on 60 days'
written notice to TUP, without affecting the effectiveness hereof with respect
to any other Series.
6. MISCELLANEOUS. The 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. 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. 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. This Agreement supersedes 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.
Attest: XXXXXXXX, XXXXX & XXXXX
FUNDS, INC.
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Secretary Xxxxxxx X. Xxxxx, President
Attest: XXXXXXXX, XXXXX & XXXXX, INC.
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxx, Secretary Xxxx X. Xxxxxxxx, President
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ATTACHMENT A
This Agreement shall apply with respect to the following Series of the
Fund:
1. The Xxxxxxxx, Xxxxx & Xxxxx Growth Fund.
2. The Xxxxxxxx, Xxxxx & Xxxxx Balanced Fund.
3. The Xxxxxxxx, Xxxxx & Xxxxx Bond Fund.
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