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EXHIBIT 9(a)
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT, dated October 31, 1996, by and between the parties set
forth in Schedule A hereto (designated collectively hereafter as the "Funds")
and ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT ADVISORY CORP., a Delaware
corporation ("Advisory Corp.").
W I T N E S S E T H:
WHEREAS, each of the Funds is registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Advisory Corp. has the capability of providing certain
accounting services to the Funds; and
WHEREAS, each desires to utilized Advisory Corp. in the provision of
such accounting services; and
WHEREAS, Advisory Corp. intends to maintain its staff in order to
accommodate the provision of all such services.
NOW THEREFORE, in consideration of the premises and the mutual
covenants spelled out herein, it is agreed between the parties hereto as
follows:
1. Appointment of Advisory Corp.. As agent, Advisory Corp. shall provide
each of the Funds the accounting services ("Accounting Services") as set forth
in Paragraph 2 of this Agreement. Advisory Corp. accepts such appointment and
agrees to furnish the Accounting Services in return for the compensation
provided in Paragraph 3 of this Agreement.
2. Accounting Services to be Provided. Advisory Corp. will provide to each
respective Fund accounting related services in connection with the maintenance
of the financial records of such Fund, including without limitation: (i)
maintenance of the general ledger and other financial books and records; (ii)
processing of portfolio transactions; (iii) coordination of the valuation of
portfolio securities; (iv) calculation of the Fund's net asset value; (v)
coordination of financial and regulatory reporting; (vi) preparation of
financial reports for each Fund's Board of Trustees; (vii) coordination of tax
and financial compliance issues; (viii) the establishment and maintenance of
accounting policies; (ix) recommendations with respect to dividend policies;
(x) preparation of each Fund's financial reports and other accounting and tax
related notice information to shareholders; and (xi) the assimilation and
interpretation of accounting data for meaningful management review. Advisory
Corp. shall provide accurate maintenance of each Fund's financial books and
records as required by the applicable securities statutes and regulations, and
shall hire persons (collectively the "Accounting Service Group") as needed to
provide such Accounting Services.
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3. Expenses and Reimbursements. Advisory Corp. shall be reimbursed by the
Funds for all costs and services incurred in connection with the provision of
the aforementioned Accounting Services ("Accounting Service Expenses"),
including but not limited to all salary and related benefits paid to the
personnel of the Accounting Service Group, overhead and expenses related to
office space and related equipment and out-of-pocket expenses.
The Accounting Services Expenses will be paid by Advisory Corp. and
reimbursed by the Funds. Advisory Corp. will tender to each Fund a monthly
invoice as of the last business day of each month which shall certify the total
support service expenses expended. Except as provided herein, Advisory Corp.
will receive no other compensation in connection with Accounting Services
rendered in accordance with this Agreement.
4. Payment for Accounting Service Expenses Among the Funds. As to one
quarter (25%) of the Accounting Service Expenses incurred under the Agreement,
the expense shall be allocated between all Funds based on the number of classes
of shares of beneficial interest that each respective Fund has issued. As to
the remaining three quarters (75%) of the Accounting Service Expenses incurred
under the Agreement, the expense shall be allocated between all Funds based on
their relative net assets. For purposes of determining the percentage of
expenses to be allocated to any Fund, the liquidation preference of any
preferred shares issued by any such Fund shall not be considered a liability of
such Fund for the purposes of calculating relative net assets of such Fund.
5. Maintenance of Records. All records maintained by Advisory Corp. in
connection with the performance of its duties under this Agreement will remain
the property of each respective Fund and will be preserved by Advisory Corp.
for the periods prescribed in Section 31 of the 1940 Act and the rules
thereunder or such other applicable rules that may be adopted from time to time
under the act. In the event of termination of the Agreement, such records will
be promptly delivered to the respective Funds. Such records may be inspected
by the respective Funds at reasonable times.
6. Liability of Advisory Corp. Advisory Corp. shall not be liable to any
Fund for any action taken or thing done by it or its agents or contractors on
behalf of the fund in carrying out the terms and provisions of the Agreement if
done in good faith and without gross negligence or misconduct on the part of
Advisory Corp., its agents or contractors.
7. Indemnification By Funds. Each Fund will indemnify and hold Advisory
Corp. harmless from all lost, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by Advisory Corp. resulting from: (a) any
claim, demand, action or suit in connection with Advisory Corp.'s acceptance of
this Agreement; (b) any action or omission by Advisory Corp. in the performance
of its duties hereunder; (c) Advisory Corp.'s acting upon instructions believed
by it to have been executed by a duly authorized officer of the Fund; or (d)
Advisory Corp.'s acting upon information provided by the Fund in form and under
policies agreed to by Advisory Corp. and the Fund. Advisory Corp. shall not be
entitled to such indemnification in respect of actions or omissions
constituting gross negligence or willful misconduct of Advisory Corp. or its
agents or contractors. Prior to confessing any claim against it which may be
subject to this indemnification, Advisory Corp. shall give the Fund reasonable
opportunity to defend against said claim in its own name or in the name of
Advisory Corp.
8. Indemnification By Advisory Corp. Advisory Corp. will indemnify and
hold harmless each Fund from all loss, cost, damage and expense, including
reasonable expenses for legal counsel, incurred by the Fund resulting from any
claim, demand, action or suit arising out of Advisory Corp.'s failure to comply
with the terms of this Agreement or which arises out of the gross negligence or
willful misconduct of Advisory Corp. or its agents or contractors; provided
that such negligence or misconduct is not attributable to the Funds, their
agents or contractors. Prior to confessing any claim against it which may be
subject to this indemnification, the Fund shall give Advisory Corp. reasonable
opportunity to defend against said claim in its own name or in the name of such
Fund.
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9. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
10. Dual Interests. It is understood that some person or persons may be
directors, trustees, officers or shareholders of both the Funds and Advisory
Corp. (including Advisory Corp.'s affiliates), and that the existence of any
such dual interest shall not affect the validity hereof or of any transactions
hereunder except as otherwise provided by a specific provision of applicable
law.
11. Execution, Amendment and Termination. The term of this Agreement shall
begin as of the date first above written, and unless sooner terminated as
herein provided, this Agreement shall remain in effect through May, 1998, and
thereafter from year to year, if such continuation is specifically approved at
least annually by the Board of Trustees of each Fund, including a majority of
the independent Trustees of each Fund. This Agreement may be modified or
amended from time to time by mutual agreement between the parties hereto and
may be terminated after May, 1998, by at least sixty (60) days' written notice
given by one party to the others. Upon termination hereof, each Fund shall pay
to Advisory Corp. such compensation as may be due as of the date of such
termination and shall likewise reimburse Advisory Corp. for its costs, expenses
and disbursements payable under this Agreement to such date. This Agreement
may be amended in the future to include as additional parties to the Agreement
other investment companies for with Advisory Corp., any subsidiary or affiliate
serves as investment advisor or distributor if such amendment is approved by
the President of each Fund.
12. Assignment. Any interest of Advisory Corp. under this Agreement shall
not be assigned or transferred, either voluntarily or involuntarily, by
operation of law or otherwise, without the prior written consent of the Funds.
This Agreement shall automatically and immediately terminate in the event of
its assignment without the prior written consent of the Funds.
13. Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or sent by registered or certified mail, postage prepaid, to the
other party at such address as such other party may designate for the receipt
of such notices. Until further notice to the other parties, it is agreed that
for this purpose the address of each Fund is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President and that of Advisory Corp. for
this purpose is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: President.
14. Personal Liability. As provided for in the Agreement and Declaration of
Trust of the various Funds, under which the Funds are organized as
unincorporated trusts, the shareholders, trustees, officers, employees and
other agents of the Fund shall not personally be found by or liable for the
matters set forth hereto, nor shall resort be had to their private property for
the satisfaction of any obligation or claim hereunder.
15. Interpretative Provisions. In connection with the operation of this
Agreement, Advisory Corp. and the Funds may agree from time to time on such
provisions interpretative of or in addition to the provisions of this Agreement
as may in their joint opinion be consistent with the general tenor of this
Agreement.
16. State Law. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Illinois.
17. Captions. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
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IN WITNESS WHEREOF, the parties have caused this amended and restated
Agreement to be executed as of the day and year first above written.
ALL OF THE PARTIES SET FORTH IN SCHEDULE A
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
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SCHEDULE A
I. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER ▇▇▇ ▇▇▇▇▇▇ FUNDS"):
CLOSED END FUNDS
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital California Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Intermediate Term High Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Limited Term High Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Investment Grade Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital California Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital New York Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Pennsylvania Quality Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Insured Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade California Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade Florida Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade New Jersey Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade New York Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Trust For Investment Grade Pennsylvania Municipals
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Advantage Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Advantage Pennsylvania Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Sector Municipal Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital California Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Massachusetts Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital New Jersey Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital New York Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Pennsylvania Value Municipal Income Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Opportunity Trust II
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Municipal Opportunity Trust
▇▇▇ ▇▇▇▇▇▇ American Capital Advantage Municipal Income Trust II
▇▇▇ ▇▇▇▇▇▇ American Capital Select Sector Municipal Trust
INSTITUTIONAL FUNDS
II. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MANAGEMENT, INC.
("MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER ▇▇▇ ▇▇▇▇▇▇ FUNDS"):
The Explorer Institutional Trust
on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund
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OPEN END FUNDS
III. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL ASSET MANAGEMENT, INC.
("ASSET MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER AMERICAN CAPITAL FUNDS"):
▇▇▇ ▇▇▇▇▇▇ American Capital ▇▇▇▇▇▇▇▇ Fund ("▇▇▇▇▇▇▇▇ Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Corporate Bond Fund ("Corporate Bond Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Emerging Growth Fund ("Emerging Growth Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Enterprise Fund ("Enterprise Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Equity Income Fund ("Equity Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Limited Maturity Government Fund ("Limited Maturity
Government Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Global Managed Assets Fund ("Global Managed Assets
Funds")
▇▇▇ ▇▇▇▇▇▇ American Capital Government Securities Fund ("Government Securities
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Government Target Fund ("Government Target Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Growth and Income Fund ("Growth and Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Harbor Fund ("Harbor Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital High Income Corporate Bond Fund ("High Income
Corporate Bond Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Life Investment Trust ("Life Investment Trust
" or "LIT") on behalf of its Series
Enterprise Portfolio ("LIT Enterprise Portfolio")
Domestic Income Portfolio ("LIT Domestic Income Portfolio")
Emerging Growth Portfolio ("LIT Emerging Growth Portfolio")
Government Portfolio ("LIT Government Portfolio")
Asset Allocation Portfolio ("LIT Asset Allocation Portfolio")
Money Market Portfolio ("LIT Money Market Portfolio")
Real Estate Securities Portfolio ("LIT Real Estate Securities Portfolio")
Growth and Income Portfolio ("LIT Growth and Income Portfolio")
▇▇▇ ▇▇▇▇▇▇ American Capital Pace Fund ("Pace Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Real Estate Securities Fund ("Real Estate
Securities Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Reserve Fund ("Reserve Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Small Capitalization Fund ("Small Capitalization
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Tax-Exempt Trust ("Tax-Exempt Trust")
on behalf of its Series
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Municipal Fund ("High Yield
Municipal Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Trust for Income ("U.S. Government
Trust for Income")
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IV. FUNDS ADVISED BY ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER ▇▇▇ ▇▇▇▇▇▇ FUNDS"):
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Trust ("U.S. Government Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital U.S. Government Fund ("U.S. Government Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free Trust ("Tax Free Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Insured Tax Free Income Fund ("Insured Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free High Income Fund ("Tax Free High Income
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital California Insured Tax Free Fund ("California
Insured Tax Free Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Municipal Income Fund ("Municipal Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Intermediate Term Municipal Income Fund
(Intermediate Term Municipal Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Florida Insured Tax Free Income Fund ("Florida
Insured Tax Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital New Jersey Tax Free Income Fund ("New Jersey
Tax Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital New York Tax Free Income Fund ("New York Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital California Tax Free Income Fund ("California Tax
Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Michigan Tax Free Income Fund ("Michigan Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Missouri Tax Free Income Fund ("Missouri Tax Free
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Ohio Tax Free Income Fund ("Ohio Tax Free Income
Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Trust ("VKAC Trust")
▇▇▇ ▇▇▇▇▇▇ American Capital High Yield Fund ("High Yield Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Short-Term Global Income Fund ("Short-Term Global
Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Strategic Income Fund ("Strategic Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Equity Trust ("Equity Trust")
on behalf of its series
▇▇▇ ▇▇▇▇▇▇ American Capital Utility Fund ("Utility Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Balanced Fund ("Balanced Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Growth Fund ("Growth Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Value Fund ("Value Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Great American Companies Fund ("Great American
Companies Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Prospector Fund ("Prospector Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Aggressive Growth Fund ("Aggressive Growth Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Foreign Securities Fund ("Foreign Securities Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Pennsylvania Tax Free Income Fund ("Pennsylvania
Tax Free Income Fund")
▇▇▇ ▇▇▇▇▇▇ American Capital Tax Free Money Fund ("Tax Free Money Fund"); and
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