Exhibit item (h)(2)
BLUE SKY COMPLIANCE SERVICING AGREEMENT
This contract between Xxxxx and Power Income Fund, Inc., a Minnesota
Corporation, hereinafter referred to as the "Fund", and Firstar Trust Company, a
Wisconsin corporation, hereinafter called "FTC," is entered into on this 1st day
of May, 1997.
Witnesseth:
Whereas, the Fund is a financial services company providing investment
opportunities through mutual funds to various investors; and
Whereas, the Fund desires FTC to provide state registration compliance services
for its funds; and
Whereas, FTC is in the business of providing, among other things, state
registration services to investment companies;
Now, therefore, the parties do mutually promise and agree as follows:
I. Duties and responsibilities of FTC
A. Prepare and file all initial state registrations and renewals,
including all necessary post-effective amendments, sales reports,
and other required state filings
1. All renewals subject to written approval signed by an
authorized official of the Fund
B. Monitor status in each state
C. Develop Blue Sky sales interface with all relevant discount
brokerage and other financial institutions as directed by the Fund
D. Send periodic reports to the Fund reflecting status of each state
permit
II. Compensation
The Fund agrees to pay FTC for performance of the duties listed in this
Agreement and the fees and out-of-pocket expenses as set forth in the
attached Schedule A.
These fees may be changed from time to time, subject to mutual written
Agreement between the Fund and FTC.
The Fund agrees to pay all fees and reimbursable expenses within ten (10)
business days following the mailing of the billing notice.
III. Performance of Service; Limitation of Liability
FTC shall exercise reasonable care in the performance of its duties under
the Agreement. The Fund agrees to reimburse and make FTC whole for any
loss or damages (including reasonable fees and expenses of legal counsel)
arising out of or in connection with its actions under this Agreement so
long as FTC acts in good faith and is not negligent or guilty of any
willful misconduct. The Fund accepts all responsibility, including, but
not limited to, liability for any recision action for filing state
securities registrations, or failing to file securities registrations,
for all of its funds listed in Schedule A, prior to May 1, 1997.
FTC shall not be liable or responsible for delays or errors occurring by
reason of circumstances beyond its control, including acts of civil or
military authority, natural or state emergencies, fire, mechanical
breakdown, flood or catastrophe, act of God, insurrection, war, riots, or
failure of transportation, communication, or power supply.
In the event of a mechanical breakdown beyond its control, FTC shall take
all reasonable steps to minimize service interruptions for any period
that such interruption continues beyond FTC's control. FTC will make
every reasonable effort to restore any lost or damaged data and correct
any errors resulting from such a breakdown at the expense of FTC. FTC
agrees that it shall, at all times, have reasonable contingency plans
with appropriate parties, making reasonable provisions for emergency use
of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Fund shall be entitled to
inspect FTC's premises and operating capabilities at any time during
regular business hours of FTC, upon reasonable notice to FTC.
This indemnification includes any act, omission to act, or delay by FTC
in reliance upon, or in accordance with, any written or oral instruction
it receives from any duly authorized officer of the Fund.
Regardless of the above, FTC reserves the right to reprocess and correct
administrative errors at its own expense.
IV. Confidentiality
FTC shall handle, in confidence, all information relating to the Fund's
business which is received by FTC during the course of rendering any
service hereunder.
V. Data Necessary to Perform Service
The Fund or its agent, which may be FTC, shall furnish to FTC the data
necessary to perform the services described herein at times and in such
form as mutually agreed upon.
VI. Terms of Agreement
This Agreement shall become effective as of the date hereof and,
unless sooner terminated as provided herein, shall continue in effect
with respect to the Fund for a
period of two years. Thereafter, if not terminated, this Agreement shall
continue automatically in effect for successive annual periods unless
otherwise terminated by either party upon giving ninety (90) days prior
written notice to the other party or such shorter period as is mutually
agreed upon by the parties.
VII. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any of
FTC's duties or responsibilities hereunder is designated by the Fund by
written notice to FTC, FTC will promptly, upon such termination and at
the expense of the Fund, transfer to such successor all relevant books,
records, correspondence, and other data established or maintained by FTC
under this Agreement in a form reasonably acceptable to the Fund (if such
form differs from the form in which FTC has maintained, the Fund shall
pay any expenses associated with transferring the data to such form), and
will cooperate in the transfer of such duties and responsibilities,
including provision for assistance from FTC's personnel in the
establishment of books, records, and other data by such successor.
VIII. Choice of Law
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin.
XXXXX AND POWER INCOME FUND, INC. FIRSTAR TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
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Attest: /s/ Xxxx X. Xxxxxxxx Attest: /s/ Xxxxxx XxXxx
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A0830030 1-2
