EXHIBIT (9)(a)
ACCOUNTING SERVICES AGREEMENT
ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of this 5th day of January 1996, by and between Xxxxxx
Managed Portfolios (the "Fund"), a Massachusetts business trust and ND
Resources, Inc., 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 ND Resources, Inc. 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 semi-annual and annual
reports.
ND Resources Inc. 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. ND Resources Inc. 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. ND
Resources Inc., by separate agreement with the Fund, may also service the Fund
in other capacities. In carrying out its duties and responsibilities hereunder,
ND Resources Inc. 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 ND Resources Inc. and not the Fund. ND
Resources Inc. 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 ND Resources, Inc. 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, .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 the Manager's 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 ND
Resources, Inc. to the Fund under this Agreement are not to be deemed exclusive,
and ND Resources, Inc. 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 buiness 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 ND Resources,
Inc. under this Agreement.
4. This Agreement may be terminated at any time without the payment of
any penalty by the Fund or by ND Resources, Inc. on sixty (60) days written
notice to the other party. Termination of this Agreement shall not affect the
right of ND Resources, Inc. 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 ND
Resources, Inc. 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, and the limitation of the
shareholder and director liability contained therein. 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 ND Resources, Inc. have caused this
Agreement to be executed as of the day and year first above written.
By: By:
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Title: Title:
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