EX-99.B(h)-scasa
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT, made as of the __th day of _________, 1999, by and
between United Small Cap 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 on 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 $ 833
$ 25 - $ 50 million $ 1,667
$ 50 - $ 100 million $ 2,500
$100 - $ 200 million $ 3,333
$200 - $ 350 million $ 4,167
$350 - $ 550 million $ 5,000
$550 - $ 750 million $ 5,833
$750 - $ 1.0 billion $ 7,083
$1.0 billion and over $ 8,333
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.
UNITED SMALL CAP FUND, INC.
By:___________________________________
Xxxxx X. Xxx, Vice President
ATTEST:
By:_______________________
Xxxxxxx X. Xxxxxxxx
Assistant Secretary
XXXXXXX & XXXX SERVICES COMPANY
By: __________________________________
Xxxxxx X. Xxxxxxx, President
ATTEST:
By:_______________________
Xxxxx X. Xxx, Secretary
