SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENT
EXHIBIT
(H)(15)
SECOND
AMENDED AND RESTATED REIMBURSEMENT AGREEMENT
THIS
SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this "Agreement") is made
as of this 24th day of January, 2008 by and among between Xxxxxxxx Investment
Management, Inc., a Delaware Corporation ("XXX" or the "Adviser"), and Xxxxxxxx
Xxxxx Funds, Inc., a Wisconsin corporation and registered open-end management
investment company (the "Company"), on behalf of its various mutual fund series
(the "Funds").
RECITALS:
WHEREAS,
the Adviser has entered and expects to enter into various agreements with
broker-dealers, trust companies, banks and other financial institutions,
professional investment consultants and others (collectively, the "Service
Providers"), pursuant to which the Adviser pays the Service Providers a fee
for
various shareholder, account maintenance, networking and other services that
the
Service Providers provide in connection with investments by their clients in
the
Funds;
WHEREAS,
the shareholder services provided by the Service Providers (the "Services")
in
exchange for the fee paid by the Adviser include, among other matters,
maintaining records of client holdings in the Funds (which may involve
maintaining omnibus accounts); expedited processing of purchase, redemption
or
exchange transactions for clients; communicating with clients regarding their
holdings in the Funds, responding to their inquiries about the Funds,
facilitating client compliance with purchase, redemption and exchange procedures
and other shareholder services offered by the Funds, and forwarding
prospectuses, statements of additional information, annual and semi-annual
reports, proxy statements and other information furnished to Fund shareholders;
communicating with, and providing information to, the Funds regarding purchase,
redemption and exchange orders received from clients; and preparing, filing
and
distributing tax information and reports;
WHEREAS,
the Board of Directors of the Company, including a majority of the directors
who
are "interested persons" (as defined in the Investment Company Act) of the
Company or the Adviser, has determined that the Services benefit the Funds
by
eliminating or reducing some of the costs, fees and expenses that the Funds
would otherwise have to pay in the absence of agreements for the provision
of
the Services, and that it would be appropriate for the Funds to reimburse the
Adviser for a portion of the fees it pays to the Service Providers for the
Services;
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, and for other valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:
1. Reimbursement.
a. Each
relevant Fund shall reimburse the Adviser, on a monthly or quarterly basis
in
arrears, which is determined by the assessment of fees against the Adviser
by
Service Providers, an amount (the "Reimbursement Amount") calculated in
accordance with Section 1(b) and (c) below, representing a portion of the
fees that the Adviser paid to the Service Providers for the Services during
the
period. The Reimbursement Amount shall be supported by a detailed accounting
provided to the Company by the Adviser. Copies of records supporting the
accounting will be maintained by the Adviser for at least six years and will
be
available for inspection upon request by the Company. The Reimbursement Amount
shall be paid by the Company on behalf of, and out of the assets of, the
relevant Fund within 30 days following receipt of the statement for the
Reimbursement Amount.
b. The
Reimbursement Amount for a Fund shall be equal to (i) for those Service
Providers that impose an asset-based fee, which are generally associated with
shareholder servicing arrangements, an annual rate of no more than 0.10% of
the
average daily net assets of the accounts in the Funds for which all Service
Providers, in the aggregate, are responsible, and (ii) for those Service
Providers that impose a per account fee, which are generally associated with
networking arrangements, $6 per year per account in the Funds for which Service
Providers are responsible. In no event, shall the Reimbursement Amount be more
than the fees paid by the Adviser to the Service Providers under the agreements
for the provision of the Services, and in no event, shall both of the fees
described in clause (i) and (ii) above be applicable to the same assets in
a
Fund.
c. With
regard to the Reimbursement Amount, it is understood and agreed that if a
Service Provider maintains an omnibus account, the Funds will save transfer
agency fees (which are based in part on the number of Fund accounts) because
of
that service and could reimburse the Adviser for an amount equal to those
savings. If the Service Provider discloses the number of its client accounts
that are invested in each Fund through the Service Provider's omnibus account,
a
determination of the transfer agency fee savings will be made by reference
to
the transfer agency fees paid per Fund account. If a Service Provider does
not
disclose the number of its client accounts that are invested in a Fund through
the Service Provider's omnibus account, the Adviser will estimate such number
based on the average size of the Service Provider's client accounts' investments
in the Fund or if such average is not available based on the average size of
other Service Providers' client accounts' investments in the Fund. If the
Service Providers, as part of their Services, deliver a Fund's prospectuses,
statements of additional information, annual reports, semi-annual reports,
proxy
statements and other information required to be delivered to shareholders of
the
Fund or delivered at their client's request, the Fund will save mailing and/or
fulfillment costs and the Adviser may determine those mailing and/or fulfillment
cost savings with information provided by the Company. If through these
calculations, the Adviser determines that the savings to the Funds is less
than
the Reimbursement Amount, the Reimbursement Amount shall be reduced accordingly.
In all cases, the Adviser shall determine the Reimbursement Amount in its
reasonable, good faith discretion, subject to Board review and
rejection.
2. Company
Board Review.
Information as to the Reimbursement Amounts, including the detailed accounting
and such other information the Company's Board of Directors requests will be
provided to the Board at least quarterly. The Board of Directors of the Company
may reject any Reimbursement Amounts paid under this Agreement. If the Board,
by
a majority of the directors who are not "interested persons" (as defined in
the
Investment Company Act of 1940) of the Company or the Adviser, acting in good
faith, rejects any of the Reimbursement Amounts for a Fund, the Adviser shall
issue to the Fund a credit equal to the rejected portions of the Reimbursement
Amount, which credit may be applied against future Reimbursement Amounts or
investment advisory fees owed by the Fund.
3. Term
and Termination.
This
Agreement shall continue for a period of one year from the date hereof and
thereafter so long as its continuance is specifically approved at least annually
by the Board of Directors of the Company. Notwithstanding the above, either
party hereto may terminate this Agreement for any reason on at least 60 days'
prior written notice. This Agreement shall automatically terminate in the event
of its assignment (as defined in the Investment Company Act of
1940).
4. Miscellaneous.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Wisconsin, except to the extent superseded or preempted by the
Investment Company Act of 1940, as amended. This Agreement may not be modified
except in writing signed by each party hereto. This Agreement embodies the
entire agreement between the parties with respect to the subject matter hereof
and supersedes any prior or contemporaneous agreements, arrangements,
understandings, negotiations or discussions regarding such subject matter.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall together constitute a single
agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
XXXXXXXX
PLUMB FUNDS, INC.
By: /s/
Xxxx
X. Xxxxxxxx _____
Title: President
XXXXXXXX
INVESTMENT MANAGEMENT, INC.
By: /s/
Xxxx
X. Xxxxxxxx _____
Title: Chief
Executive Officer
