STEWARD FUNDS, INC. MASTER SERVICES AGREEMENT
Exhibit (h)(2)-e
AMENDMENT TO
XXXXXXX FUNDS, INC.
AMENDMENT (“Amendment”) made as of February 14, 2017, by and among Capstone Series Fund, Inc. (“Capstone”), Xxxxxxx Funds Inc. (“Xxxxxxx”, together with Capstone, the “Client”), and Citi Fund Services Ohio, Inc. (“Service Provider”, and with the Client, the “Parties”), to that certain Master Services Agreement, dated May 24, 2004, between Xxxxxxx and Service Provider (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
WHEREAS, on February 14, 2017, Xxxxxxx acquired certain Capstone Funds, pursuant to an Agreement and Plan of Reorganization dated December 6, 2016;
WHEREAS, Capstone and the Service Provider wish to terminate the Capstone Series Fund, Inc. Master Services Agreement dated May 24, 2004, as amended, between Capstone and the Service Provider; and
WHEREAS, the Parties wish to amend Schedule A of the Agreement to include certain Funds;
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Client and Service Provider hereby agree as follows:
| 1. | Consent to the Transaction. Client hereby consents to the Transaction. |
2. Termination of Capstone Series Fund, Inc. Master Services Agreement.
Capstone and Service Provider hereby agree to terminate the Master Services Agreement dated May 24, 2004, as amended, between Capstone and Service Provider, effective December 7, 2016.
| 3. | Schedule A. |
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following Schedule A attached hereto as Exhibit 1.
| 4. | Representations and Warranties. |
(a) The Client represents that it has full power and authority to enter into and perform this Amendment and that it has provided this Amendment to the Board.
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(b) Service Provider represents that it has full power and authority to enter into and perform this Amendment.
5. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
CAPSTONE SERIES FUND, INC.
By: ________________________________
Name: Xxxxxxx X. Xxxx, III, CFA
Title: President & Treasurer
Date: February 14, 2017
XXXXXXX FUNDS, INC.
By: ________________________________
Name: Xxxxxxx X. Xxxx, III, CFA
Title: President & Treasurer
Date: February 14, 2017
CITI FUND SERVICES OHIO, INC.
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
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Exhibit 1
Schedule A to the Master Services Agreement between Citi Fund Services Ohio, Inc. and Xxxxxxx Funds, Inc.
This Schedule A shall be effective as of February 14, 2017
FUND(S)
XXXXXXX LARGE CAP ENHANCED INDEX FUND
XXXXXXX INTERNATIONAL ENHANCED INDEX FUND
XXXXXXX SELECT BOND FUND
XXXXXXX GLOBAL EQUITY INCOME FUND
XXXXXXX SMALL-MID CAP ENHANCED INDEX FUND
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