Exhibit (h)(iii)
THIS
AGREEMENT is made and entered into as of this 31st day of December, 2006, by and between
THE YACKTMAN FUNDS, INC., a Maryland corporation (the “Company”) and
U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company
(“USBFS”).
WHEREAS,
the Company is registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), as an open-end management investment company, and is authorized to
issue shares of beneficial interest in separate series, with each such series representing
interests in a separate portfolio of securities and other assets;
WHEREAS,
USBFS is, among other things, in the business of providing mutual fund accounting services
to investment companies; and
WHEREAS,
the Company desires to retain USBFS to provide accounting services to each series of the
Company listed on Exhibit A hereto (as amended from time to time) (each a
“Fund” and collectively, the “Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein contained, and
other good and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:
| 1. |
Appointment
of USBFS as Fund Accountant |
| |
The
Company hereby appoints USBFS as fund accountant of the Company on the terms and
conditions set forth in this Agreement, and USBFS hereby accepts such appointment and
agrees to perform the services and duties set forth in this Agreement. The services and
duties of USBFS shall be confined to those matters expressly set forth herein, and no
implied duties are assumed by or may be asserted against USBFS hereunder. |
| 2. |
Services
and Duties of USBFS |
| |
USBFS
shall provide the following accounting services to the Fund: |
| |
A. |
Portfolio
Accounting Services: |
| |
(1) |
Maintain
portfolio records on a trade date+1 basis using security trade
information communicated from the Fund’s investment adviser. |
| |
(2) |
For
each valuation date, obtain prices from a pricing source approved by the
board of directors of the Company (the “Board of Directors”)
and apply those prices to the portfolio positions. For those
securities where market quotations are not readily available, the
Board of Directors shall approve, in good faith, procedures for
determining the fair value for such securities. |
| |
(3) |
Identify
interest and dividend accrual balances as of each valuation date and
calculate gross earnings on investments for each accounting period. |
| |
(4) |
Determine
gain/loss on security sales and identify them as short-term or
long-term; account for periodic distributions of gains or losses to
shareholders and maintain undistributed gain or loss balances as of
each valuation date. |
| |
(5) |
On
a daily basis, reconcile cash of the Fund with the Fund’s custodian. |
| |
(6) |
Transmit
a copy of the portfolio valuation to the Fund’s investment adviser
daily. |
| |
(7) |
Review
the impact of current day’s activity on a per share basis, and
review changes in market value. |
| |
B. |
Expense
Accrual and Payment Services: |
| |
(1) |
For
each valuation date, calculate the expense accrual amounts as directed by
the Company as to methodology, rate or dollar amount. |
| |
(2) |
Process
and record payments for Fund expenses upon receipt of written
authorization from the Company. |
| |
(3) |
Account
for Fund expenditures and maintain expense accrual balances at the level
of accounting detail, as agreed upon by USBFS and the Company. |
| |
(4) |
Provide
expense accrual and payment reporting. |
| |
C. |
Fund
Valuation and Financial Reporting Services: |
| |
(1) |
Account
for Fund share purchases, sales, exchanges, transfers, dividend
reinvestments, and other Fund share activity as reported by the Fund’s
transfer agent on a timely basis. |
| |
(2) |
Apply
equalization accounting as directed by the Company. |
| |
(3) |
Determine
net investment income (earnings) for the Fund as of each valuation
date. Account for periodic distributions of earnings to shareholders
and maintain undistributed net investment income balances as of each
valuation date. |
| |
(4) |
Maintain
a general ledger and other accounts, books, and financial records for
the Fund in the form as agreed upon. |
| |
(5) |
Determine
the net asset value of the Fund according to the accounting policies
and procedures set forth in the Fund’s current prospectus. |
2
| |
(6) |
Calculate
per share net asset value, per share net earnings, and other per share
amounts reflective of Fund operations at such time as required by the
nature and characteristics of the Fund. |
| |
(7) |
Communicate
to the Company, at an agreed upon time, the per share net asset value
for each valuation date. |
| |
(8) |
Prepare
monthly reports that document the adequacy of accounting detail to
support month-end ledger balances. |
| |
(9) |
Prepare
monthly security transactions listings. |
| |
D. |
Tax
Accounting Services: |
| |
(1) |
Maintain
accounting records for the investment portfolio of the Fund to support
the tax reporting required for “regulated investment companies” under
the Internal Revenue Code of 1986, as amended (the “Code”). |
| |
(2) |
Maintain
tax lot detail for the Fund’s investment portfolio. |
| |
(3) |
Calculate
taxable gain/loss on security sales using the tax lot relief method
designated by the Company. |
| |
(4) |
Provide
the necessary financial information to calculate the taxable components
of income and capital gains distributions to support tax reporting to
the shareholders. |
| |
E. |
Compliance
Control Services: |
| |
(1) |
Support
reporting to regulatory bodies and support financial statement
preparation by making the Fund’s accounting records available to
the Company, the Securities and Exchange Commission (the “SEC”),
and the independent accountants. |
| |
(2) |
Maintain
accounting records according to the 1940 Act and regulations provided
thereunder. |
| |
(3) |
Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested
by the Company in connection with any certification required of the
Company pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”)
or any rules or regulations promulgated by the SEC thereunder,
provided the same shall not be deemed to change USBFS’s standard
of care as set forth herein. |
| |
(4) |
Cooperate
with the Company’s independent accountants and take all
reasonable action in the performance of its obligations under this
Agreement to ensure that the necessary information is made available
to such accountants for the expression of their opinion on the Fund’s
financial statements without any qualification as to the scope of
their examination. |
3
| 3. |
License
of Data; Warranty; Termination of Rights; Pricing of Securities |
| |
USBFS
has entered into an agreement with FT Interactive (“FTI”) which obligates USBFS
to include the following provisions in this Agreement. |
| |
A. |
FTI
AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO
MERCHANTABILITY, FITNESS OR ANY OTHER MATTER. |
| |
B. |
Company
agrees that FTI and its suppliers shall have no liability to Company, or a
third party, for errors, omissions or malfunctions in the services it provides
to USBFS, other than the obligation of FTI to endeavor upon receipt of
notice from Company, to correct a malfunction, error or omission in any
such service. This paragraph shall not have any affect upon the standard
of care and liability of USBFS has set forth in Section 8 of this
Agreement. |
| |
C. |
Company
acknowledges that the services provided by FTI or its suppliers to USBFS
are intended for use as an aid to institutional investors, registered
brokers or professionals of similar sophistication in making informed
judgments concerning securities. Company accepts responsibility for, and
acknowledges it exercises its own independent judgment in, its selection
of the services provided by FTI to USBFS, its selection of the use or
intended use of such, and any results obtained. Nothing contained herein
shall be deemed to be a waiver of any rights existing under applicable law
for the protection of investors. |
| |
D. |
Company
shall indemnify FTI and its suppliers and hold FTI harmless from any and
all losses, damages, liability, costs, including attorneys’ fees,
resulting directly or indirectly from any claim or demand against FTI or
its suppliers by a third party arising out of or related to the accuracy
or completeness of any services provided by FTI to USBFS that are received
by Company, or any data, information, service, report, analysis or
publication derived therefrom. The Company agrees that neither FTI nor its
suppliers shall be liable for any claim or demand against Company by any
third party. The immediately preceding sentence shall not have any effect
upon the standard of care and liability of USBFS as set forth in Section 8
of this Agreement. |
| |
E. |
Notwithstanding
the language provided in Section (3) herein, USBFS is in no way absolved
from any duties and responsibilities set forth in Section two (2) of this
Agreement, including performing tolerance checks, reviewing the current day’s
activities on a per-share basis and reviewing changes in market value. For
instance, USBFS will review daily exception reports to examine securities
which exceed set tolerance levels and check those identified securities
against a secondary source to confirm the change is due to normal business
activity. USBFS shall reimburse Company for any payments made by Company
for services contained in this paragraph F herein, that USBFS fails to
perform. |
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| |
F. |
Neither
Company, nor FTI, shall be liable for (i) any special, direct or
consequential damages (even if advised of the possibility of such), (ii)
any delay by reason of circumstances beyond its control, including acts of
civil or military authority, national emergencies, labor difficulties,
fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots, or failure beyond its control of transportation
or power supply, or (iii) any claim that arose more than one year prior to
the institution of suit thereof. |
| |
G. |
Company
acknowledges that FTI’s third party data suppliers may have the right
to cause the termination of USBFS’ provision of FTI’s services
to Company, with or without notice, and that neither any third party data
supplier nor FTI shall have any liability in connection therewith. This
paragraph shall not have any effect upon the standard of care and
liability of USBFS as set forth in Section 8 of this Agreement. |
| |
H. |
For
each valuation date, USBFS shall obtain prices from a pricing source
recommended by USBFS and approved by the Board of Directors and apply
those prices to the portfolio positions of the Fund. For those securities
where market quotations are not readily available, the Board of Directors
shall approve, in good faith, procedures for determining the fair value
for such securities. |
| |
I. |
In
the event that Company at any time receives data from FTI containing
evaluations, rather than market quotations, for certain securities or
certain other data related to such securities, the following provisions
will apply: (i) evaluated securities are typically complicated financial
instruments. There are many methodologies (including computer-based
analytical modeling and individual security evaluations) available to
generate approximations of the market value of such securities, and there
is professional disagreement about which is best. No evaluation method,
including those used by FTI, may consistently generate approximations that
correspond to actual “traded” prices of the instruments; (ii) FTI’s
methodologies used to provide the pricing portion of certain data may rely
on evaluations; however, Company acknowledges that there may be errors or
defects in FTI’s software, databases, or methodologies that may cause
resultant evaluations to be inappropriate for use in certain applications;
and (iii) Company assumes all responsibility for edit checking, external
verification of evaluations, and ultimately the appropriateness of the use
of evaluations and other pricing data provided via the services provided
by FTI used in Company’s applications, regardless of any efforts made
by FTI in this respect. USBFS shall immediately notify Company that an
evaluation or evaluations have been used rather than market quotations.
Company shall indemnify and hold FTI completely harmless in the event that
errors, defects, or inappropriate evaluations are made available via the
services or data provided by FTI. |
5
| 4. |
Changes
in Accounting Procedures |
| |
Any
resolution passed by the Board of Directors that affects accounting practices and
procedures under this Agreement shall be effective upon written receipt of notice and
acceptance by USBFS. |
| 5. |
Changes
in Equipment, Systems, Etc. |
| |
USBFS
reserves the right to make changes from time to time, as it deems advisable, relating to
its systems, programs, rules, operating schedules and equipment, so long as such changes
do not adversely affect the services provided to the Company under this Agreement. |
| |
USBFS
shall be compensated for providing the services set forth in this Agreement in accordance
with the fee schedule set forth on Exhibit B hereto (as amended from time to time). USBFS
shall also be compensated for such out-of-pocket expenses (e.g., telecommunication
charges, postage and delivery charges, and reproduction charges) as are reasonably
incurred by USBFS in performing its duties hereunder. The Company shall pay all such fees
and reimbursable expenses within 30 calendar days following receipt of the billing notice,
except for any fee or expense subject to a good faith dispute. The Company shall notify
USBFS in writing within 30 calendar days following receipt of each invoice if the Company
is disputing any amounts in good faith. The Company shall pay such disputed amounts within
10 calendar days of the day on which the parties agree to the amount to be paid.
Notwithstanding anything to the contrary, amounts owed by the Company to USBFS shall only
be paid out of the assets and property of the particular Fund involved. |
| 7. |
Representations
and Warranties |
| |
A. |
The
Company hereby represents and warrants to USBFS, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that: |
| |
(1) |
It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations hereunder; |
| |
(2) |
This
Agreement has been duly authorized, executed and delivered by the Company
in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Company, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and secured parties; and |
| |
(3) |
It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement. |
6
| |
B. |
USBFS
hereby represents and warrants to the Company, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that: |
| |
(1) |
It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations hereunder; |
| |
(2) |
This
Agreement has been duly authorized, executed and delivered by USBFS in
accordance with all requisite action and constitutes a valid and legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties; and |
| |
(3) |
It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement. |
| 8. |
Standard
of Care; Indemnification; Limitation of Liability |
| |
A. |
USBFS
shall exercise reasonable care in the performance of its duties under this
Agreement. USBFS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Company in connection with its
duties under this Agreement, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond USBFS’s
control, except a loss arising out of or relating to USBFS’s refusal
or failure to comply with the terms of this Agreement or from its bad
faith, negligence, or willful misconduct in the performance of its duties
under this Agreement. Notwithstanding any other provision of this
Agreement, if USBFS has exercised reasonable care in the performance of
its duties under this Agreement, the Company shall indemnify and hold
harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that USBFS may sustain or incur or that may be
asserted against USBFS by any person arising out of or related to (X) any
action taken or omitted to be taken by it in performing the services
hereunder (i) in accordance with the foregoing standards, or (ii) in
reliance upon any written or oral instruction provided to USBFS by any
duly authorized officer of the Company, as approved by the Board of
Directors of the Company, or (Y) the Data, or any information, service,
report, analysis or publication derived therefrom, except for any and all
claims, demands, losses, expenses, and liabilities arising out of or
relating to USBFS’s refusal or failure to comply with the terms of
this Agreement or from its bad faith, negligence or willful misconduct in
the performance of its duties under this Agreement. This indemnity shall
be a continuing obligation of the Company, its successors and assigns,
notwithstanding the termination of this Agreement. As used in this
paragraph, the term “USBFS” shall include USBFS’s
directors, officers and employees. |
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| |
USBFS
shall indemnify and hold the Company harmless from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that the Company may sustain or incur or that may be asserted
against the Company by any person arising out of any action taken or omitted to be taken
by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this
Agreement, or from its bad faith, negligence, or willful misconduct in the performance of
its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS,
its successors and assigns, notwithstanding the termination of this Agreement. As used in
this paragraph, the term “Company” shall include the Company’s directors,
officers and employees. |
| |
In
the event of a mechanical breakdown or failure of communication or power supplies beyond
its control, USBFS shall take all reasonable steps to minimize service interruptions for
any period that such interruption continues. USBFS will make every reasonable effort to
restore any lost or damaged data and correct any errors resulting from such a breakdown at
the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for emergency use
of electrical data processing equipment to the extent appropriate equipment is available.
Representatives of the Company shall be entitled to inspect USBFS’s premises and
operating capabilities at any time during regular business hours of USBFS, upon reasonable
notice to USBFS. Moreover, USBFS shall provide the Company, at such times as the Company
may reasonably require, copies of reports rendered by independent accountants on the
internal controls and procedures of USBFS relating to the services provided by USBFS under
this Agreement. |
| |
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative errors at its
own expense. |
| |
In
no case shall either party be liable to the other for (i) any special, indirect or
consequential damages, loss of profits or goodwill (even if advised of the possibility of
such); (ii) any delay by reason of circumstances beyond its control, including acts of
civil or military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond
its control of transportation or power supply; or (iii) any claim that arose more than one
year prior to the institution of suit therefor. |
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| |
B. |
In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will so
notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent. |
| |
C. |
The
indemnity and defense provisions set forth in this Section 8 shall
indefinitely survive the termination and/or assignment of this Agreement. |
| |
D. |
If
USBFS is acting in another capacity for the Company pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such other capacity. |
| |
The
Company will notify USBFS of any discrepancy between USBFS and the Company, including, but
not limited to, failing to account for a security position in the Fund’s portfolio,
upon the later to occur of (i) three business days after receipt of any reports rendered
by USBFS to the Company; (ii) three business days after discovery of any error or omission
not covered in the balancing or control procedure; or (iii) three business days after
receiving notice from any shareholder regarding any such discrepancy. |
| 10. |
Data
Necessary to Perform Services |
| |
The
Company or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed upon. |
| 11. |
Proprietary
and Confidential Information |
| |
A. |
USBFS
agrees on behalf of itself and its directors, officers, and employees to
treat confidentially and as proprietary information of the Company, all
records and other information relative to the Company and prior, present,
or potential shareholders of the Company (and clients of said
shareholders), and not to use such records and information for any purpose
other than the performance of its responsibilities and duties hereunder,
except (i) after prior notification to and approval in writing by the
Company, which approval shall not be unreasonably withheld and may not be
withheld where USBFS may be exposed to civil or criminal contempt
proceedings for failure to comply, (ii) when requested to divulge such
information by duly constituted authorities, or (iii) when so requested by
the Company. Records and other information which have become known to the
public through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of
USBFS prior to receipt thereof from the Company or its agent, shall not be
subject to this paragraph. |
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| |
Further,
USBFS will adhere to the privacy policies adopted by the Company pursuant to Title V of
the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, USBFS
shall have in place and maintain physical, electronic and procedural safeguards reasonably
designed to protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of, records and information relating to the Company and its
shareholders. |
| |
B. |
The
Company, on behalf of itself and its directors, officers, and employees,
will maintain the confidential and proprietary nature of the Data and
agrees to protect it using the same efforts, but in no case less than
reasonable efforts, that it uses to protect its own proprietary and
confidential information. |
| |
USBFS
shall keep records relating to the services to be performed hereunder in the form and
manner, and for such period, as it may deem advisable and is agreeable to the Company, but
not inconsistent with the rules and regulations of appropriate government authorities, in
particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all
such records prepared or maintained by USBFS relating to the services to be performed by
USBFS hereunder are the property of the Company and will be preserved, maintained, and
made available in accordance with such applicable sections and rules of the 1940 Act and
will be promptly surrendered to the Company or its designee on and in accordance with its
request. |
| |
The
Company has and retains primary responsibility for all compliance matters relating to the
Fund, including but not limited to compliance with the 1940 Act, the Code, the SOX Act,
the USA Patriot Act of 2002 and the policies and limitations of the Fund relating to its
portfolio investments as set forth in its current prospectus and statement of additional
information. USBFS’s services hereunder shall not relieve the Company of its
responsibilities for assuring such compliance or the Board of Director’s oversight
responsibility with respect thereto. |
| 14. |
Term
of Agreement; Amendment |
| |
This
Agreement shall become effective as of the date first written above and will continue in
effect for a period of three (3) years. Subsequent to the initial three-year term, this
Agreement may be terminated by either party upon giving 90 days prior written notice to
the other party or such shorter period as is mutually agreed upon by the parties.
Notwithstanding the foregoing, this Agreement may be terminated by any party upon the
breach of the other party of any material term of this Agreement if such breach is not
cured within 15 days of notice of such breach to the breaching party. This Agreement may
not be amended or modified in any manner except by written agreement executed by USBFS and
the Company, and authorized or approved by the Board of Directors. |
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| 15. |
Duties
in the Event of Termination |
| |
In
the event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Company by written notice to USBFS,
USBFS will promptly, upon such termination and at the expense of the Company, transfer to
such successor all relevant books, records, correspondence and other data established or
maintained by USBFS under this Agreement in a form reasonably acceptable to the Company
(if such form differs from the form in which USBFS has maintained the same, the Company
shall pay any expenses associated with transferring the data to such form), and will
cooperate in the transfer of such duties and responsibilities, including provision for
assistance from USBFS’s personnel in the establishment of books, records and other
data by such successor. If no such successor is designated, then such books, records and
other data shall be returned to the Company. |
| |
In
the absence of any material breach of this Agreement, should the Company elect to
terminate this Agreement prior to the end of the term, the Company agrees to pay the
following fees: |
| |
a. |
all
monthly fees through the life of the contract, including the rebate of any
negotiated discounts; |
| |
b. |
all
fees associated with converting services to successor service provider; |
| |
c. |
all
fees associated with any record retention and/or tax reporting obligations
that may not be eliminated due to the conversion to a successor
service provider; |
| |
d. |
all
out-of-pocket costs associated with a-c above. |
| |
This
Agreement shall extend to and be binding upon the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be assignable by
the Company without the written consent of USBFS, or by USBFS without the written consent
of the Company accompanied by the authorization or approval of the Company’s Board of
Directors. |
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| |
This
Agreement shall be construed in accordance with the laws of the State of Wisconsin,
without regard to conflicts of law principles. To the extent that the applicable laws of
the State of Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control, and nothing herein shall be
construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC
thereunder. |
| 20. |
No
Agency Relationship |
| |
Nothing
herein contained shall be deemed to authorize or empower either party to act as agent for
the other party to this Agreement, or to conduct business in the name, or for the account,
of the other party to this Agreement. |
| 21. |
Services
Not Exclusive |
| |
Nothing
in this Agreement shall limit or restrict USBFS from providing services to other parties
that are similar or identical to some or all of the services provided hereunder. |
| |
Any
provision of this Agreement which may be determined by competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. In such case, the parties shall in good faith modify or substitute such
provision consistent with the original intent of the parties. |
| |
Any
notice required or permitted to be given by either party to the other shall be in writing
and shall be deemed to have been given on the date delivered personally or by courier
service, or three days after sent by registered or certified mail, postage prepaid, return
receipt requested, or on the date sent and confirmed received by facsimile transmission to
the other party’s address set forth below: |
| |
Notice
to USBFS shall be sent to: |
| |
U.S.
Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000 |
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| |
and
notice to the Company shall be sent to: |
| |
Yacktman
Asset Management Company
0000 Xxxxxxxxxxx Xxxxxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxxx, XX 00000 |
| |
This
Agreement may be executed on two or more counterparts, each of which when so executed
shall be deemed to be an original, but such counterparts shall together constitute but one
and the same instrument. |
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly
authorized officer on one or more counterparts as of the date first above written.
| THE YACKTMAN FUNDS, INC. |
U.S. BANCORP FUND SERVICES, LLC |
By: /s/ Xxxxxx X. Xxxxxxxx |
By: /s/ Xxx X. Xxxxxxx |
Name: Xxxxxx X. Xxxxxxxx |
Name: Xxx X. Xxxxxxx |
Title: President |
Title: President |
13
Fund Names
Separate Series of the
Yacktman Funds
Name of Series
The Yacktman Fund
The
Yacktman Focused Fund
FUND ACCOUNTING &
COMPLIANCE SERVICES
– Fee schedule at December 2006
[Intentionally Omitted]
