Exhibit 9(a)
SERVICES AGREEMENT
This SERVICES AGREEMENT, made this 8th day of September, 1986,
by and between Addison Capital Shares, Inc., a Maryland corporation (the
"Fund"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc., a Delaware corporation ("Janney").
WHEREAS, the Fund is registered as an open-end, diversified
investment company under the Investment Company Act of 1940 (the "1940 Act") and
has registered its shares of common stock for sale to the public under the
Securities Act of 1933 and various state securities laws; and
WHEREAS, the Fund wishes to retain Janney to provide certain
services to the Fund; and
WHEREAS, Janney is willing to furnish such services on the
terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:
1. Janney hereby agrees to (i) maintain office facilities for
the Fund which may be in the offices of Janney or a corporate affiliate but
shall be in such location as the Fund shall reasonably determine, (ii) oversee
performance by Provident National Bank, Provident Financial Processing
Corporation and Provident Institutional Management Corporation of their
respective duties as the Fund's custodian, transfer and dividend disbursing
agent, and administrator, (iii) respond, orally or in writing as appropriate, to
inquiries concerning accounts, shareholder services, and other Fund matters made
by Fund shareholders, and (iv) provide a toll-free telephone number (which
number may be used for other Janney purposes) for such shareholder inquiries.
Janney may from time to time employ or associate with itself such person or
persons as Janney may believe to be particularly fitted to assist it in the
performance of this Agreement. Such person or persons may be officers and
employees who are employed by both Janney and the Fund. The compensation of such
person or persons shall be paid by Janney and no obligation may be incurred on
behalf of the Fund in such respect.
2. As compensation for the services performed and the
facilities furnished by Janney, and subject to Section 3 hereof, the Fund shall
pay Janney, as promptly as possible after the last day of each month, a fee,
calculated daily, of 0.25% annually of the Fund's average daily net assets.
Janney hereby agrees to waive payment of this fee due for services performed
during the month in which this Agreement becomes effective and the twelve-month
period thereafter (the "Waiver Period"). The first fee payment shall therefore
be made as promptly as possible at the end of the first full month next
succeeding the one-year anniversary. If, following the Waiver Period, this
Agreement is terminated as of any date not the last day of a month, such fee
shall be paid as promptly as possible after such date of termination, shall be
based on the average daily net assets of the Fund in that period from the
beginning of such month to such date of termination, and shall be the proportion
of such average daily net assets as the number of business days in such period
bears to the number of business days in such month. The average daily net assets
of the Fund shall in all cases be based only on business days and be computed as
of the time of the regular close of business of the New York Stock Exchange, or
such other time as may be determined by the Board of Directors of the Fund. Each
such payment shall be accompanied by a report of the Fund prepared either by the
Fund or by a reputable firm of
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independent accountants which shall show the amount properly payable to Janney
under this Agreement and the detailed computation thereof.
3. If the expenses borne by the Fund in any fiscal year exceed
the applicable expense limitations imposed by the securities regulations of any
state in which Fund shares are registered or qualified for sale to the public,
Janney will reimburse the Fund for any excess up t o the amount of the fee
payable to it during that fiscal year pursuant to Section 2 above.
4. Janney assumes no responsibility under this Agreement other
than to render the services called for hereunder, in good faith, and shall not
be responsible for any action of the Board of Directors of the Fund in following
or declining to follow any advice or recommendations of Janney; provided, that
nothing in this Agreement shall protect Janney against any liability to the Fund
or its stockholders to which it would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties hereunder. In
responding to shareholder inquiries, Janney shall give only such information and
make only such statements or representations as are contained in the
Registration Statement or are provided in writing by the Fund, its Transfer
Agent, its Custodian, or its Administrator.
5. Nothing in this Agreement shall limit or restrict the right
of any director, officer, or employee of Janney who may also be a director,
officer, or employee of the Fund, to engage in any other business or to devote
his time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature, nor to limit or
restrict the right of Janney to engage in any other business or to render
services of any kind,
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including investment advisory and management services, to any other corporation,
firm, individual or association.
6. As used in this Agreement, the terms "securities", and "net
assets", shall have the meanings ascribed to them in the Articles of
Incorporation of the Fund; and the terms "assignment", "interested person", and
"majority of the outstanding voting securities" shall have the meanings given to
them by Section 2(a) of the 1940 Act, subject to such exemptions as may be
granted by the Securities and Exchange Commission by any rule, regulation or
order.
7. Subject to the provisions of paragraph 10 below, this
Agreement will remain in effect for two years from the date of its execution and
from year to year thereafter, provided that Janney does not notify the Fund in
writing at least sixty (60) days prior to the expiration date in any year that
it does not wish continuance of the Agreement for an additional year and
provided further that such continuance is specifically approved at least
annually (a) by vote of a majority of the directors of the Fund who are not
parties to this Agreement or interested persons of such parties, cast in person
at a meeting called for that purpose, and (b) by vote of the holders of a
majority of the outstanding voting securities of the Fund or by majority vote of
the Fund's Board of Directors.
8. This Agreement shall terminate automatically in the event
of its assignment by Janney and shall not be assignable by the Fund without the
consent of Janney. This Agreement may also be terminated at any time, without
the payment of any penalty, by the Board of Directors of the Fund or by vote of
a majority of the outstanding voting securities of the Fund by sixty (60) days'
written notice addressed to Janney at its principal place of business.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly authorized.
Attest: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ INC.
By: /s/ ▇. ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
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Secretary Co-Chairman of the
Board of Directors
Attest: ADDISON CAPITAL SHARES, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Secretary President
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