ACCOUNTING AND PRICING SERVICES AGREEMENT
THIS AGREEMENT effective as of May 23, 1988 (except as to
the Short Term Government Fund and Intermediate Term Government
Fund series of shares, for which the effective date shall be July
1, 1988) by and between MIDWEST INCOME TRUST, a Massachusetts
business trust (the "Trust") and MGF SERVICE CORP., an Ohio
corporation ("MGF").
WITNESSETH THAT:
WHEREAS, the Trust desires to hire MGF to provide the Trust
with certain accounting and pricing services, and MGF is willing
to provide such services upon the terms and conditions herein set
forth;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. APPOINTMENT.
MGF is hereby appointed to provide the Trust with
certain accounting and pricing services, and MGF accepts such
appointment and agrees to provide such services under the terms
and conditions set forth herein.
2. CALCULATION OF NET ASSET VALUE.
MGF will calculate the net asset value of each series
of the Trust and the per share net asset value of each series of
the Trust, in accordance with the Trust's effective Registration
Statement on Form N-1A under the Securities Act of 1933, as
amended, including its current prospectus and statement of
additional information (the "Registration Statement"), once daily
as of the time selected by the Trust's Board of Trustees. MGF
will prepare and maintain a daily valuation of all securities and
other assets of the Trust in accordance with instructions from a
designated officer of the Trust or its investment adviser and in
the manner set forth in the Registration Statement. In valuing
securities of the Trust, MGF may contract with, and rely upon
market quotations provided by, outside services.
accprice.agr
3. BOOKS AND RECORDS.
MGF will maintain such books and records as are
necessary to enable it to perform its duties under this
Agreement, and, in addition, will prepare and maintain complete,
accurate and current all records with respect to the Trust
required to be maintained by the Trust under the Internal Revenue
Code, as amended (the "Code") and under the general rules and
regulations of the Investment Company Act of 1940, as amended
(the "Act"), and will preserve said records in the manner and for
the periods prescribed in the Code and such rules and
regulations. The retention of such records shall be at the
expense of the Trust.
All of the records prepared and maintained by MGF
pursuant to this Paragraph 3 which are required to be maintained
by the Trust under the Code and the Act ("Required Records") will
be the property of the Trust. In the event this Agreement is
terminated, all Required Records shall be delivered to the Trust
or to any person designated by the Trust at the Trust's expense,
and MGF shall be relieved of responsibility for the preparation
and maintenance of any Required Records delivered to the Trust or
any such person.
4. COOPERATION WITH ACCOUNTANTS.
MGF shall cooperate with the Trust's independent public
accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure
that the necessary information is made available to such
accountants for the expression of their unqualified opinion where
required for any document for the Trust.
5. FEES AND CHARGES.
For performing its services under this Agreement, the
Trust shall pay MGF a fee in accordance with the schedule
attached hereto as Schedule A.
6. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
Except as otherwise provided in this Agreement and
except for the accuracy of information furnished to it by MGF,
the Trust assumes full responsibility for the preparation,
contents and distribution of each prospectus and statement of
additional information of the Trust, for complying with all
applicable requirements of the Act, the Securities Act of 1933,
as amended, and any laws, rules and regulations of governmental
authorities having jurisdiction.
7. CONFIDENTIALITY.
MGF agrees to treat all records and other information
relative to the Trust and its prior, present or potential
shareholders confidentially and MGF on behalf of itself and its
employees agrees to keep confidential all such information,
except (after prior notification to and approval in writing by
the Trust, which approval shall not be unreasonably withheld and
may not be withheld where MGF may be exposed to civil or criminal
contempt proceedings for failure to comply) when requested to
divulge such information by duly constituted authorities or when
so requested by the Trust.
8. REFERENCES TO MGF.
The Trust shall not circulate any printed matter which
contains any reference to MGF without the prior written approval
of MGF, excepting solely such printed matter as merely identifies
MGF as Transfer Agent, Plan Agent, Dividend Disbursing Agent,
Shareholder Service Agent and Accounting and Pricing Services
Agent. The Trust will submit printed matter requiring approval
to MGF in draft form, allowing sufficient time for review by MGF
and its counsel prior to any deadline for printing.
9. EQUIPMENT FAILURES.
In the event of equipment failures beyond MGF's
control, MGF shall take all steps necessary to minimize service
interruptions but shall have no liability with respect thereto.
MGF shall endeavor to enter into one or more agreements making
provision for emergency use of electronic data processing
equipment to the extent appropriate equipment is available.
10. INDEMNIFICATION OF MGF.
(a) MGF may rely on information reasonably believed by
it to be accurate and reliable. Except as may otherwise be
required by the Investment Company Act of 1940 or the rules
thereunder, neither MGF nor its shareholders, officers,
directors, employees, agents, control persons or affiliates of
any thereof shall be subject to any liability for, or any
damages, expenses or losses incurred by the Trust in connection
with, any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under or
payments made pursuant to this Agreement or any other matter to
which this Agreement relates, except by reason of willful
misfeasance, bad faith or gross negligence on the part of any
such persons in the performance of the duties of MGF under this
Agreement or by reason of reckless disregard by any of such
persons of the obligations and duties of MGF under this
Agreement.
(b) Any person, even though also a director, officer,
employee, shareholder or agent of MGF, who may be or become an
officer, trustee, employee or agent of the Trust, shall be
deemed, when rendering services to the Trust or acting on any
business of the Trust (other than services or business in
connection with MGF's duties hereunder), to be rendering such
services to or acting solely for the Trust and not as a director,
officer, employee, shareholder or agent of, or one under the
control or direction of MGF, even though paid by it.
(c) Notwithstanding any other provision of this
Agreement, the Trust shall indemnify and hold harmless MGF, its
directors, officers, employees, shareholders and agents from and
against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every
nature which MGF may sustain or incur or which may be asserted
against MGF by any person by reason of, or as a result of: (i)
any action taken or omitted to be taken by MGF in good faith in
reliance upon any certificate, instrument, order or stock
certificate believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized person, upon the
oral instructions or written instructions of an authorized person
of the Trust or upon the opinion of legal counsel for the Trust
or its own counsel; or (ii) any action taken or omitted to be
taken by MGF in connection with its appointment in good faith in
reliance upon any law, act, regulation or interpretation of the
same even though the same may thereafter have been altered,
changed, amended or repealed. However, indemnifications under
this subparagraph shall not apply to actions or omissions of MGF
or its directors, officers, employees, shareholders or agents in
cases of its or their own gross negligence, willful misconduct,
bad faith or reckless disregard of its or their own duties
hereunder.
11. MAINTENANCE OF INSURANCE COVERAGE.
At all times during the term of this Agreement, MGF
shall be a named insured party on the Trust's Errors & Omissions
policy and the Trust's Fidelity Bond, both of which shall include
coverage of MGF's officers and employees. MGF shall pay its
allocable share of the cost of such policies in accordance with
the provisions of the Act. The scope of coverage and amount of
insurance limits applicable to the Trust on such policies shall
also be made applicable to MGF.
12. FURTHER ACTIONS.
Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
13. TERMINATION.
(a) The provisions of this Agreement shall be effective
on May 23, 1988, shall continue in effect for two years from that
date and shall continue in force from year to year thereafter,
but only so long as such continuance is approved (1) by MGF, (2)
by vote, cast in person at a meeting called for the purpose, of a
majority of the Trust's trustees who are not parties to this
Agreement or interested persons (as defined in the Act) of any
such party, and (3) by vote of a majority of the Trust's Board of
Trustees or a majority of the Trust's outstanding voting
securities.
(b) Either party may terminate this Agreement on any
date by giving the other party at least sixty (60) days' prior
written notice of such termination specifying the date fixed
thereof.
(c) This Agreement shall automatically terminate in the
event of its assignment.
(d) In the event that in connection with termination of
this Agreement a successor to any of MGF's duties or
responsibilities under this Agreement is designated by the Trust
by written notice to MGF, MGF shall, promptly upon such
termination and at the expense of the Trust, transfer all
Required Records and shall cooperate in the transfer of such
duties and responsibilities, including provision for assistance
from MGF's cognizant personnel in the establishment of books,
records and other data by such successor.
14. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent MGF or any
affiliated person (as defined in the Act) of MGF from providing
services for any other person, firm or corporation (including
other investment companies); provided, however, that MGF
expressly represents that it will undertake no activities which,
in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement.
15. MISCELLANEOUS.
The captions in this Agreement are included for
convenience of reference only and in no way define or limit any
of the provisions hereof or otherwise affect their construction
or effect.
16. LIMITATION ON LIABILITY.
The term "Midwest Income Trust" means and refers to the
trustees from time to time serving under the Trust's Declaration
of Trust as the same may subsequently thereto have been, or
subsequently hereto may be, amended. It is expressly agreed that
the obligations of the Trust hereunder shall not be binding upon
any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust, personally, but bind only the trust
property of the Trust. This Agreement has been authorized by the
trustees of the Trust and signed by an officer of the Trust,
acting as such, and neither such authorization by such trustees
nor such execution by such officer shall be deemed to have been
made by any of them individually or to impose any liability on
any of them personally, but shall bind only the trust property of
the Trust.
17. SEVERABILITY.
In the event any provision of this Agreement is
determined to be void or unenforceable, such determination shall
not affect the remainder of this Agreement, which shall continue
to be in force.
18. QUESTIONS OF INTERPRETATION.
(a) This Agreement shall be governed by the laws of the
State of Ohio.
(b) Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the Act shall be resolved by
reference to such term or provision of the Act and to
interpretations thereof, if any, by the United States Courts or
in the absence of any controlling decision of any such court, by
rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to said Act. In addition, where the
effect of a requirement of the Act, reflected in any provision of
this Agreement is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be
deemed to incorporate the effect of such rule, regulation or
order.
19. NOTICES.
Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party
at such address as such other party may designate for the receipt
of such notice. Until further notice to the other party, it is
agreed that the address of the Trust and of MGF for this purpose
shall be 000 Xxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxxxxx, Xxxx 00000.
20. BINDING EFFECT.
Each of the undersigned expressly warrants and
represents that he has the full power and authority to sign this
Agreement on behalf of the party indicated, and that his
signature will operate to bind the party indicated to the
foregoing terms.
21. COUNTERPARTS.
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
22. FORCE MAJEURE.
If MGF shall be delayed in its performance of services
or prevented entirely or in part from performing services due to
causes or events beyond its control, including and without
limitation, acts of God, interruption of power or other utility,
transportation or communication services, acts of civil or
military authority, sabotages, national emergencies, explosion,
flood, accident, earthquake or other catastrophe, fire, strike or
other labor problems, legal action, present or future law,
governmental order, rule or regulation, or shortages of suitable
parts, materials, labor or transportation, such delay or non-
performance shall be excused and a reasonable time for
performance in connection with this Agreement shall be extended
to include the period of such delay or non-performance.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
MIDWEST INCOME TRUST
/s/ Xxxxxx X. Xxxxxxx
By
MGF SERVICE CORP.
/s/ Xxxxxx X. Xxxxxxx
By
Schedule A
Effective July 1, 1995
COMPENSATION
FOR FUND ACCOUNTING AND PORTFOLIO PRICING:
Short Term Government Income Fund
Institutional Government Income Fund
Asset Size Monthly Fee
$ 0 - $100,000,000 $3,000
$100,000,000 - $250,000,000 $3,500
$250,000,000 - $400,000,000 $4,000
Over $400,000,000 $4,500
Adjustable Rate U.S. Government Securities Fund
$ 0 - $ 50,000,000 $4,250
$ 50,000,000 - $100,000,000 $4,750
$100,000,000 - $250,000,000 $5,250
Over $250,000,000 $5,750
Intermediate Term Government Income Fund
$ 0 - $ 50,000,000 $3,750
$ 50,000,000 - $100,000,000 $4,250
$100,000,000 - $250,000,000 $4,750
Over $250,000,000 $5,250
Global Bond Fund
$ 0 - $ 50,000,000 $4,750
$ 50,000,000 - $100,000,000 $5,250
$100,000,000 - $250,000,000 $5,750
Over $250,000,000 $6,750
Each Fund shall pay as an out-of-pocket expense all
costs of external pricing services.
