EX-99.B(h)vlasa
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT, made as of the ___th day of __________, 2000, by and
between Xxxxxxx & Xxxx Advisors Value Fund, Inc. (the "Fund"), a Maryland
corporation and Xxxxxxx & Xxxx Services Company ("Agent"), a Missouri
corporation,
WITNESSETH:
WHEREAS, the Fund wishes to appoint the Agent to be its Accounting
Services Agent upon and subject to the terms and provisions of this Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
A. Appointment of the Agent as Accounting Services Agent for the Fund;
Acceptance.
(1) The Fund hereby appoints the Agent to act as Accounting Services
Agent for the Fund upon and subject to the terms and provisions of this
Agreement.
(2) Agent hereby accepts the appointment as Accounting Services
Agent for the Fund and agrees to act as such upon and subject to the terms and
provisions of this Agreement.
B. Duties of the Agent.
The Agent shall perform such duties as set forth in this Paragraph B
as agent for and on behalf of the Fund.
(1) Agent shall provide bookkeeping and accounting services and
assistance by providing to the Fund the necessary personnel and facilities to
maintain the Fund's portfolio records and general accounting records, to price
daily the value of shares of the Fund, and with the assistance and advice of
the Fund's attorneys and independent accountants, to prepare or assist the
Fund's attorneys and independent accountants to prepare, as may be applicable,
reports required to be filed by the Fund with regulatory agencies including
the preparation of proxy statements, prospectuses, shareholder reports and
other reports as required by law.
(2) Agent shall maintain and keep current the accounts, books,
records, and other documents relating to the Fund's financial and portfolio
transactions as may be required by rules and regulations of the Securities and
Exchange Commission adopted under Section 31(a) of the Investment Company Act
of 1940, as amended (the "Act").
(3) Agent shall cause the subject records of the Fund to be
maintained and preserved pursuant to the requirements under the Act.
(4) In pricing daily the value of shares of the Fund, Agent may
make arrangements to and obtain the value of portfolio securities from pricing
services or quotation services that are compensated by the Fund directly or
indirectly through the placement of portfolio transactions with broker-dealers
who provide such valuation or quotation services to the Agent.
(5) The Agent shall maintain duplicate copies of, or information
from which copies of, the records necessary to the preparation of the Fund's
financial statements and valuations of its assets may be reconstructed. Such
duplicate copies or information shall be maintained at a location other than
where the Agent performs its normal duties hereunder so that in the event the
records established and maintained pursuant to the foregoing provisions of
this Section B are damaged or destroyed, the Agent shall be able to provide
the bookkeeping and accounting services and assistance specified in this
Section B.
(6) In the event any of the Agent's facilities or equipment
necessary for the performance of its duties hereunder is damaged, destroyed or
rendered inoperable by reason of fire, vandalism, riot, natural disaster or
otherwise, Agent will use its best efforts to restore all services hereunder
to the Fund and will not seek from the Fund additional compensation to repair
or replace damaged or destroyed facilities or equipment. The Agent shall also
make and maintain arrangements for emergency use of alternative facilities for
use in the event of the aforesaid destruction of or damage to its facilities.
C. Compensation of the Agent.
The Fund agrees to pay to the Agent for its services under this
Agreement, an amount payable on the first day of the month as shown in the
following table pertinent to the average daily net assets of the Fund during
the prior month:
Fund's Average Daily Net Assets for Monthly
the Month Fee
$ 0 - $ 10 million $ 0
$ 10 - $ 25 million $ 917
$ 25 - $ 50 million $ 1,833
$ 50 - $ 100 million $ 2,750
$100 - $ 200 million $ 3,666
$200 - $ 350 million $ 4,583
$350 - $ 550 million $ 5,500
$550 - $ 750 million $ 6,417
$750 - $ 1.0 billion $ 7,792
$1.0 billion and over $ 9,167
In addition, for each class of shares in excess of one, the Fund pays the
Agent a monthly per-class fee equal to 2.5% of the monthly base fee.
D. Right of Fund to Inspect; Ownership of Records.
The Fund will have the right under this Agreement to perform on-site
inspection of records and accounts, and audits directly pertaining to the
Fund's accounting and portfolio records maintained by the Agent hereunder at
the Agent's facilities. The Agent will cooperate with the Fund's independent
accountants or representatives of appropriate regulatory agencies and furnish
all reasonably requested records and data. Agent acknowledges that these
records are the property of the Fund, and that it will surrender to the Fund
all such records promptly on request.
E. Standard of Care; Indemnification.
The Agent will at all times exercise due diligence and good faith in
performing its duties hereunder. The Agent will make every reasonable effort
and take all reasonably available measures to assure the adequacy of its
personnel, facilities and equipment as well as the accurate performance of
all services to be performed by it hereunder within, at a minimum, the time
requirements of any applicable statutes, rules or regulations and in
conformity with the Fund's Articles of Incorporation, Bylaws and
representations made in the Fund's current registration statement as filed
with the Securities and Exchange Commission, including any supplements to the
prospectus(es) and statement of additional information contained in such
registration statement.
The Agent shall not be responsible for, and the Fund agrees to
indemnify the Agent for, any losses, damages or expenses (including reasonable
counsel fees and expenses): (i) resulting from any claim, demand, action or
suit not resulting from the Agent's failure to exercise good faith or due
diligence and arising out of or in connection with the Agent's duties on
behalf of the Fund hereunder; (ii) for any delay, error or omission by reason
of circumstances beyond its control, including acts of civil or military
authority, national emergencies, labor difficulties (except with respect to
the Agent's employees), fire, mechanical breakdown beyond its control, flood
or catastrophe, acts of God, insurrection, war, riots or failure beyond its
control of transportation, communication or power supply; or (iii) for any
action taken or omitted to be taken by the Agent in good faith in reliance on
the accuracy of any information provided to it by the Fund or its directors or
in reliance on any advice of counsel who may be internally employed counsel or
outside counsel for the Fund or advice of any independent accountant or expert
employed by the Fund with respect to the preparation and filing of any
document with a governmental agency or authority.
In order for the rights to indemnification to apply, it is
understood that if in any case the Fund may be asked to indemnify or hold the
Agent harmless, the Fund shall be advised of all pertinent facts concerning
the situation in question, and it is further understood that the Agent will
use reasonable care to identify and notify the Fund promptly concerning any
situation which presents or appears likely to present a claim for
indemnification against the Fund. The Fund shall have the option to defend
the Agent against any claim which may be the subject of this indemnification
and, in the event that the Fund so elects, it will so notify the Agent, and
thereupon the Fund shall take over complete defense of the claim, and the
Agent shall sustain no further legal or other expenses in such situation for
which the Agent shall seek indemnification under this paragraph. The Agent
will in no case confess any claim or make any compromise in any case in which
the Fund will be asked to indemnify the Agent except with the Fund's prior
written consent.
F. Term of the Agreement; Taking Effect; Amendments.
This Agreement shall become effective at the start of business on
the date hereof and shall continue, unless terminated as hereinafter provided,
for a period of one (1) year and from year-to-year thereafter, provided that
such continuance shall be specifically approved as provided below.
This Agreement shall go into effect, or may be continued, or may be
amended, or a new agreement covering the same topics between the Fund and the
Agent may be entered into only if the terms of this Agreement, such
continuance, the terms of such amendment or the terms of such new agreement
have been approved by the Board of Directors of the Fund, including the vote
of a majority of the directors who are not "interested persons," as defined in
the Act, of either party to this Agreement, the agreement to be continued,
amendment or new agreement, cast in person at a meeting called for the purpose
of voting on such approval. Such a vote is hereinafter referred to as a
"disinterested director vote."
Any disinterested director's vote shall, in favor of continuance,
amendment or execution of a new agreement, include a determination that: (i)
the Agreement, amendment, new agreement or continuance in question is in the
best interests of the Fund and its shareholders; (ii) the services to be
performed under the Agreement, the Agreement as amended, new agreement or
agreement to be continued, are services required for the operation of the
Fund; (iii) the Agent can provide services, the nature and quality of which
are at least equal to those provided by others offering the same or similar
services; and (iv) the fees for such services are fair and reasonable in the
light of the usual and customary charges made by others for services of the
same nature and quality.
Nothing herein contained shall prevent any disinterested director
vote from being conditioned on the favorable vote of the holders of a majority
(as defined in or under the Act) of the outstanding voting securities of the
Fund.
G. Termination.
(1) This Agreement may be terminated by the Agent at any time
without penalty upon giving the Fund at least one hundred twenty (120) days'
written notice (which notice may be waived by the Fund) and may be terminated
by the Fund at any time without penalty upon giving the Agent at least sixty
(60) days' written notice (which notice may be waived by the Agent), provided
that such termination by the Fund shall be directed or approved by the vote of
a majority of the Board of Directors of the Fund in office at the time or by
the vote of the holders of a majority (as defined in or under the Act) of the
outstanding voting securities of the Fund.
(2) On termination, the Agent will deliver to the Fund or its
designee all files, documents and records of the Fund used, kept or maintained
by the Agent in the performance of its services hereunder, including such of
the Fund's records in machine readable form as may be maintained by the Agent,
as well as such summary and/or control data relating thereto used by or
available to the Agent.
(3) In addition, on such termination or in preparation therefore at
the request of the Fund and at the Fund's expense, the Agent shall provide, to
the extent that its capabilities then permit, such documentation, personnel
and equipment as may be reasonably necessary in order for a new agent or the
Fund to fully assume and commence to perform the agency functions described in
this Agreement with a minimum disruption to the Fund's activities.
(4) This Agreement shall automatically terminate in the event of
its assignment, the term "assignment" for this purpose having the meaning
defined in Section 2(a)(4) of the Act and the rules and regulations thereunder
of the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date and year first above written.
XXXXXXX & XXXX ADVISORS VALUE FUND, INC.
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Xxxxxx X. Xxxxxxx, Vice President
ATTEST:
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Xxxxxxx X. Xxxxxxxx, Secretary
XXXXXXX & XXXX SERVICES COMPANY
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Xxxxxx X. Xxxxxxx, President
ATTEST:
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Xxxxxx X. Xxxxxxx, Secretary
