EXHIBIT 9
SHAREHOLDER SERVICING AGENT AGREEMENT
THIS AGREEMENT made and entered into on this ____ day of
_________, 1987, by and between XXXXXXX CAPITAL GROWTH FUND, INC., a
Maryland corporation (hereinafter sometimes referred to as the "Fund"),
and FIRST WISCONSIN TRUST COMPANY, a corporation organized under the laws
of the State of Wisconsin (hereinafter referred to as "Agent").
W I T N E S S E T H :
WHEREAS, the Fund is in the process of registering with the
Securities and Exchange Commission as an open-end management investment
company under the Investment Company Act of 1940; and
WHEREAS, the Agent is a trust company and, among other things,
is in the business of administering transfer and dividend disbursing agent
functions for the benefit of tits customers.
NOW, THEREFORE, the Fund and the Agent do mutually promise and
agree as follows:
1. Employment. The Fund hereby employs Agent to act as
Shareholder Servicing Agent for the Fund. Agent shall, at its own
expense, render the services and assume the obligations herein set forth
subject to being compensated therefor as herein provided.
2. Authority of Agent. Agent is hereby authorized by the Fund
to receive all cash which may from time to time be delivered to it by or
for the account of the Fund; to issue confirmations and/or certificates
for shares of capital stock of the Fund upon receipt of payment; to redeem
or repurchase on behalf of the Fund shares of capital stock of the Fund
upon receipt of certificates properly endorsed or properly executed
written requests as described in the Prospectus of the Fund and to act as
dividend disbursing agent for the Fund.
3. Duties of Agent. Agent hereby agrees to:
A. Process new accounts.
B. Process purchases, both initial and
subsequent in accordance with conditions set forth in
the Fund's prospectus as mutually agreed by the Fund
and the Agent.
C. Transfer shares of capital stock to an
existing account or to a new account upon receipt of
required documentation in good order.
D. Redeem uncertificated and/or certificated
shares upon receipt of required documentation in good
order.
E. Issue and/or cancel certificates as
instructed; replace lost, stolen or destroyed
certificates upon receipt of satisfactory
indemnification or bond.
F. Distribute dividends and/or capital gain
distributions. This includes disbursement as cash or
reinvestment and to change the disbursement option at
the request of shareholders.
G. Process exchanges between funds (process and
direct purchase/redemption and initiate new account or
process to existing account).
H. Make miscellaneous changes to records,
including, but not necessarily limited to, address
changes and changes in plans (such as systematic
withdrawal, dividend reinvestment, etc.).
I. Prepare and mail a year-to-date confirmation
and statement as each transaction is recorded in a
shareholder account as follows: original to
shareholder, with copy to the Fund. Duplicate
confirmations to be available on request within
current year.
J. Handle phone calls and correspondence in
reply to shareholder requests except those items set
forth in referrals to Fund.
K. Reports to the Fund:
Daily ----- copies of confirmation
year-to-date statements
with new share balances
and transaction journal
with analysis of
accounts.
Monthly ----- analysis of transactions
and accounts by types.
Quarterly --- state sales analysis;
sales by size; analysis
of systematic
withdrawals, Xxxxx, XXX
and 403(b)(7) plans;
print-out of shareholder
balances.
L. Daily control and reconciliation of Fund
shares with Agent's records and the Fund office
records.
M. Prepare address labels or confirmations for
four reports to shareholders per year.
N. Mail and tabulate proxies for one Annual
Meeting of Shareholders, including preparation of
certified shareholder list and daily report to Fund
management, if required.
O. Prepare and mail annual Form 1099 to
shareholders to whom dividends or distributions are
paid, with a copy for the IRS and a copy for the Fund
if required.
P. Provide readily obtainable data which may
from time to time be requested for audit purposes.
Q. Replace lost or destroyed checks.
R. Continuously maintain all records for active
and closed accounts.
S. Furnish shareholder data information for a
current calendar year in connection with XXX and Xxxxx
Plans in a format suitable for mailing to
shareholders.
4. Referrals to Fund. Agent hereby agrees to refer to the
Fund for reply the following:
A. Requests for investment information,
including performance and outlook.
B. Requests for information about specific
plans: (i.e., XXX, XXXXX, Systematic Withdrawal).
C. Requests for information about exchanges
between the funds.
D. Requests for historical fund prices.
E. Requests for information about the value and
timing of dividend payments.
F. Questions regarding correspondence from the
Fund and newspaper articles.
G. Any requests for information from non-
shareholders.
H. Any other types of shareholder requests as
the Fund may request from Agent in writing.
5. Compensation to Agent. Agent shall be compensated for its
services hereunder as may from time to time be agreed upon in writing
between the two parties. The Fund will reimburse Agent for all out-of-
pocket expenses, including, but not necessarily limited to, postage,
confirmation forms, etc. Special projects, not included in the fee
schedule and requested by proper instructions from the Fund, shall be
completed by Agent and invoiced to the Fund as mutually agreed upon.
6. Rights and Powers of Agent. Agent's rights and powers with
respect to acting for and on behalf of the Fund, including rights and
powers of Agent's officers and directors, shall be as follows:
A. No order, direction, approval, contract or
obligation on behalf of the Fund with or in any way
affecting Agent shall be deemed binding unless made in
writing and signed on behalf of the Fund by an officer
or officers of the Fund who have been duly authorized
to so act on behalf of the Fund by its Board of
Directors.
B. Directors, officers, agents and shareholders
of the Fund are or may at any time or times be
interested in Agent as officers, directors, agents,
shareholders, or otherwise. Correspondingly,
directors, officers, agents and shareholders of Agent
are or may at any time or times be interested in the
Fund as directors, officers, agents, shareholders or
otherwise. Agent shall, if it so elects, also have
the right to be a shareholder of the Fund.
C. The services of Agent to the Fund are not to
be deemed exclusive and Agent shall be free to render
similar services to others as long as its services for
others does not in any manner or way hinder, preclude
or prevent Agent from performing its duties and
obligations under this Agreement.
D. The Fund will indemnify the Agent and hold
it harmless from and against all costs, losses, and
expenses which may be incurred by it and all claims or
liabilities which may be asserted or assessed against
it as a result of any action taken by it without
negligence and in good faith, and for any act,
omission, delay or refusal made by the Agent in
connection with this agency in reliance upon or in
accordance with any instruction or advice of any duly
authorized officer of the Fund.
7. Effective Date. This Agreement shall become effective
____________, 1987.
8. Termination of Agreement. This Agreement shall continue in
force and effect until terminated or amended to such an extent that a new
Agreement is deemed advisable by either party. Notwithstanding anything
herein to the contrary, this Agreement may be terminated at any time,
without payment of any penalty, by the Fund or Agent upon ninety (90)
days' written notice to the other party.
9. Amendment. This Agreement may be amended by mutual written
consent of the parties. If, at any time during the existence of this
Agreement, the Fund deems it necessary or advisable in the best interests
of Fund that any amendment of this Agreement be made in order to comply
with the recommendations or requirements of the Securities and Exchange
Commission or state regulatory agencies or other governmental authority,
or to obtain any advantage under state or federal laws, the Fund shall
notify Agent of the form of amendment which it deems necessary or
advisable and the reasons therefor, and if Agent declines to assent to
such amendment, the Fund may terminate this Agreement forthwith.
10. Notice. Any notice that is required to be given by the
parties to each other under the terms of this Agreement shall be in
writing, addressed and delivered, or mailed postpaid to the other party at
the principal place of business of such party.
XXXXXXX CAPITAL GROWTH FUND,
INC.
By: _________________________________
Attest: ___________________________
FIRST WISCONSIN TRUST COMPANY
By: _________________________________
Attest: ____________________________
