Exhibit 6
FUND ACCOUNTING SERVICE AGREEMENT
between
ALAMO GROWTH FUND, INC.
and
AMERICAN DATA SERVICES, INC.
INDEX
1. DUTIES OF ADS.......................................................... 3
2. COMPENSATION OF ADS.................................................... 4
3. LIMITATION OF LIABILITY OF ADS......................................... 4
4. REPORTS................................................................ 5
5. ACTIVITIES OF ADS...................................................... 5
6. ACCOUNTS AND RECORDS................................................... 5
7. CONFIDENTIALITY........................................................ 5
8. DURATION AND TERMINATION OF THIS AGREEMENT............................. 5
9. ASSIGNMENT............................................................. 6
10. NEW YORK LAWS TO APPLY................................................ 6
11. AMENDMENTS TO THIS AGREEMENT.......................................... 6
12. MERGER OF AGREEMENT................................................... 6
13. NOTICES............................................................... 6
SCHEDULE A................................................................ 7
(A) FUND ACCOUNTING SERVICE FEE........................................... 7
(B) EXPENSES.............................................................. 7
(C) SPECIAL REPORTS....................................................... 7
(D) SECURITY DEPOSIT...................................................... 8
(E) CONVERSION CHARGE..................................................... 8
SCHEDULE B................................................................ 9
FUND ACCOUNTING SERVICE AGREEMENT
AGREEMENT made the _______ day of ____________, 1997, by and between the Alamo
Growth Fund, Inc., a _______________ Corporation having its principal office
and place of business at 0000 X.X. Xxxx 000, Xxxxx 0000, Xxx Xxxxxxx, Xxxxx
00000 (the "Fund"), and American Data Services, Inc., a New York corporation
having its principal office and place of business at 00 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxx 00000 ("ADS").
BACKGROUND
WHEREAS, the Fund is a non-diversified, open-end management investment company
registered with the United States Securities and Exchange Commission under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, ADS is a corporation experienced in providing accounting services to
mutual funds and possesses facilities sufficient to provide such services; and
WHEREAS, the Fund desires to avail itself of the experience, assistance and
facilities of ADS and to have ADS perform for the Fund certain services
appropriate to the operations of the Fund, and ADS is willing to furnish such
services in accordance with the terms hereinafter set forth.
TERMS
NOW, THEREFORE, in consideration of the promises and mutual covenants herein-
after contained, the Fund and ADS hereby agree as follows:
1. DUTIES OF ADS.
ADS will provide the Fund with the necessary office space, communication
facilities and personnel to perform the following services for the Fund:
(a) Timely calculate and transmit to NASDAQ the Fund's daily net asset value
and communicate such value to the Fund and its transfer agent;
(b) Maintain and keep current all books and records of the Fund as required by
Rule 31a-1 under the 1940 Act, as such rule or any successor rule may be
amended from time to time ("Rule 31a-1"), that are applicable to the
fulfillment of ADS's duties hereunder, as well as any other documents
necessary or advisable for compliance with applicable regulations as may
be mutually agreed to between the Fund and ADS. Without limiting the
generality of the foregoing, ADS will prepare and maintain the following
records upon receipt of information in proper form from the Fund or its
authorized agents:
. Cash receipts journal
. Cash disbursements journal
. Dividend record
. Purchase and sales-portfolio securities journals
. Subscription and redemption journals
. Security ledgers
. Broker ledger
. General ledger
. Daily expense accruals
. Daily income accruals
. Securities and monies borrowed or loaned and collateral therefore
. Foreign currency journals
. Trial balances
(c) Provide the Fund and its investment adviser with daily portfolio valuation,
net asset value calculation and other standard operational reports as
requested from time to time.
(d) Provide all raw data available from our fund accounting system (PAIRS) for
management's or the administrators preparation of the following:
1. Semi-annual financial statements;
2. Semi-annual form N-SAR;
3. Annual tax returns;
4. Financial data necessary to update form N-1a;
5. Annual proxy statement.
(e) Provide facilities to accommodate annual audit and any audits or examina-
tions conducted by the Securities and Exchange Commission or any other govern-
mental or quasi-governmental entities with jurisdiction.
ADS shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Fund in any way or otherwise be deemed an agent
of the Fund.
2. COMPENSATION OF ADS.
In consideration of the services to be performed by ADS as set forth herein for
each portfolio listed in Sechedule B, ADS shall be entitled to receive
compensation and reimbursement for all reasonable out-of-pocket expenses.
The Fund agrees to pay ADS the fees and reimbursement of out-of-pocket
expenses as set forth in the fee schedule attached hereto as Schedule A.
3. LIMITATION OF LIABILITY OF ADS.
(a) ADS shall be held to the exercise of reasonable care in carrying out the
provisions of the Agreement, but shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence, bad faith,
willful misconduct or reckless disregard of its duties hereunder. It shall be
entitled to rely upon and may act upon the accounting records and reports gener-
ated by the Fund, advice of the Fund, or of counsel for the Fund and upon
statements of the Fund's independent accountants, and shall be without
liability for any action reasonably taken or omitted pursuant to such records
and reports or advice, provided that such action is not, to the knowledge of
ADS, in violation of applicable federal or state laws or regulations, and
provided further that such action is taken without negligence, bad faith,
willful misconduct or reckless disregard of its duties.
(b) Except as may otherwise be provided by applicable law, neither ADS nor its
stockholders, officers, directors, employees or agents shall be subject to,
and the Fund shall indemnify and hold such persons harmless from and against,
any liability for and any damages, expenses or losses incurred by reason of
the inaccuracy of information furnished to ADS by the Fund or its authorized
agents.
4. REPORTS.
(a) The Fund shall provide to ADS on a quarterly basis a report of a duly
authorized officer of the Fund representing that all information furnished to
ADS during the preceding quarter was true, complete and correct in all
material respects. ADS shall not be responsible for the accurancy of any infor-
mation furnished to it by the Fund or its authorized agents, and the Fund shall
hold ADS harmless in regard to any liability incurred by reason of the
inaccuracy of such information.
(b) Whenever, in the course of performing its duties under this Agreement, ADS
determines, on the basis of information supplied to ADS by the Fund or its
authorized agents, that a violation of applicable law has occurred or that,
to its knowledge, a possible violation of applicable law may have occurred
or, with the passage of time, would occur, ADS shall promptly notify the Fund
and its counsel of such violation.
5. ACTIVITIES OF ADS.
The services of ADS under this Agreement are not to be deemed exclusive, and
ADS shall be free to render similar services to others so long as its
services hereunder are not impaired thereby.
6. ACCOUNTS AND RECORDS.
The accounts and records maintained by ADS shall be the property of the Fund,
and shall be surrendered to the Fund promptly upon request by the Fund in the
form in which such accounts and records have been maintained or preserved.
ADS agrees to maintain a back-up set of accounts and records of the Fund
(which back-up set shall be updated on at least a weekly basis) at a location
other than that where the original accounts and records are stored. ADS shall
assist the Fund's independent auditors, or, upon approval of the Fund, any
regulatory body, in any requested review of the Fund's accounts and records.
ADS shall preserve the accounts and records as they are required to be main-
tained and preserved by Rule 31a-1.
7. CONFIDENTIALITY.
ADS agrees that it will, on behalf of itself and its officers and employees,
treat all transactions contemplated by this Agreement, and all other information
germane thereto, as confidential and not to be disclosed to any person except
as may be authorized by the Fund.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective and charges shall begin to accrue as of
the date the Fund's registration statement becomes effective with the Securities
and Exchange Commission (the "SEC"). This Agreement shall remain in force for
a period of three (3) years, provided however, that both parties to this Agree-
ment have the option to terminate the Agreement, upon ninety (90) days prior
written notice.
Should the Fund exercise its right to terminate, all out-of-pocket expenses
associated with the movement of records and material will be borne by the Fund.
Additionally, ADS reserves the right to charge for reasonable expenses incurred
to generate any report, schedule, or explanation requested by the successor
service agent associated with such termination. The cost incurred to generate
any such reports, schedules, or requested explanation shall be calculated util-
izing the fees set forth in Schedule A paragraph c.
9. ASSIGNMENT.
This Agreement shall extend to and shall be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Fund without the prior written consent of ADS,
or by ADS without the prior written consent of the Fund.
10. NEW YORK LAWS TO APPLY
The provisions of this Agreement shall be construed and interpreted in accord-
ance with the laws of the State of New York as at the time in effect and the
applicable provisions of the 1940 Act. To the extent that the applicable law of
the State of New York, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
11. AMENDMENTS TO THIS AGREEMENT.
This Agreement may be amended by the parties hereto only if such amendment is
in writing and signed by both parties.
12. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject matter hereof whether
oral or written.
13. NOTICES.
All notices and other communications hereunder shall be in writing, shall be
deemed to have been given when received or when sent by telex or facsimile,
and shall be given to the following addresses (or such other addresses as to
which notice is given):
To the Fund: To ADS:
Xxxxxxx Xxxxx
President
American Data Services, Inc.
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
AMERICAN DATA SERVICES, INC.
By:_________________________________ By:_____________________________
Xxxxxxx Xxxxx, President
SCHEDULE A
(a) FUND ACCOUNTING SERVICE FEE:
For the services rendered by ADS in its capacity as fund accounting agent, as
specified in Paragraph 1. DUTIES OF ADS, the Fund shall pay ADS, within ten
(10) days after receipt of an invoice from ADS at the beginning of each month,
a fee equal to:
Calculated Fee Will Be Based Upon Prior Month Average Net Assets:
(No prorating partial months)
MONTHLY FEE PER PORTFOLIO:
Portfolio Type
Net Assets (in millions) Global Domestic Money Mkt
Under $2................... $1,200 $1,000 $ 850
From $2 to $ 5............. 1,475 1,200 950
From $5 to $10............. 1,750 1,400 1,250
From $10 to $20............ 2,125 1,700 1,475
Over $20................... 2,500 2,000 1,700
Excess of $30 million:
The fee for assets over $20 million,
plus 1/12 of............. 3.50BP* 2.00BP 2.00BP
* Basis Points
MULTI-CLASS PROCESSING CHARGE
$300 per month will be charged for each additional class of stock per portfolio.
(b) EXPENSES.
The Fund shall reimburse ADS for any out-of-pocket expenses, exclusive of
salaries, advanced by ADS in connection with but not limited to the printing
or filing of documents for the Fund, travel, quotation services, prorata
portion of annual SAS 70 review, postage incurred to mail documents to all
Fund shareholders, and courier charges (incurred at the request of the Fund),
incurred in connection with the performance of its duties hereunder. ADS shall
provide the Fund with a monthly invoice of such expenses and the Fund shall
reimburse ADS within fifteen (15) days after receipt thereof.
(c) SPECIAL REPORTS.
All reports and/or analyses requested by the Fund, its auditors, legal counsel,
portfolio manager, or any regulatory agency having jurisdiction over the Fund,
that are not in the normal course of fund accounting activities as specified
in Section 1 of this Agreement shall be subject to an additional charge,
agreed upon in advance, based upon the following rates:
Labor:
Senior staff - $150.00/hr.
Junior staff - $ 75.00/hr.
Computer time - $45.00/hr.
(d) SECURITY DEPOSIT.
The Fund will remit to ADS upon execution of this Agreement a security deposit
equal to one (1) month's minimum fee under this Agreement, computed in accord-
ance with the number of portfolios listed in Schedule B of this Agreement.
The Fund will have the option to have the security deposit applied to the last
month's service fee, or applied to any new contract between the Fund and ADS.
However, if the Fund elects or is forced to terminate this Agreement for any
reason what-so-ever other than a material breach by ADS (including, but not
limited to, the voluntary or involuntary termination of the Fund, liquidation
of the Fund's assets, the sale or merger of the Fund or it's assets to any
successor entity) prior to the termination date of this Agreement as spec-
ified in Paragraph 8 of this Agreement, the Fund will forfeit the Security
Deposit paid to ADS upon execution of this Agreement.
(e) CONVERSION CHARGE.
NOTE: FOR EXISTING FUNDS ONLY (new funds please ignore):
There will be a charge to convert the Fund's portfolio accounting records on to
the ADS fund accounting system (PAIRS). In addition, ADS will be reimbursed for
all out-of-pocket expenses, enumerated in paragraph (b) above, incurred during
the conversion process.
The conversion charge will be estimated and agreed upon in advance by the Fund
and ADS. The charge will be based upon the quantity of records to be converted
and the condition of the previous service agents records.
SCHEDULE B:
PORTFOLIOS TO BE SERVICED UNDER THIS AGREEMENT:
