Exhibit 24(b)(9)(ii)
XXXXXX MUTUAL FUND
XXXXXX SQUARE MANAGEMENT CORPORATION
ACCOUNTING SERVICES AGREEMENT
THIS ACCOUNTING SERVICES AGREEMENT made this 19th day of
February, 1997, by and between Xxxxxx Mutual Fund, formerly known
as Kiewit Institutional Fund, a Delaware business trust (the
"Fund"), and Xxxxxx Square Management Corporation, a corporation
organized under the laws of the State of Delaware ("Xxxxxx
Square"), having its principal place of business in Wilmington,
Delaware.
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company and has registered for public sale
under the Securities Act of 1933, as amended (the "1933 Act"),
shares of beneficial interest, par value $0.01 per share
("Shares"), corresponding to one or more separate and distinct
portfolios (individually, a "Portfolio", and collectively, the
"Portfolios");
WHEREAS, each Share of a Portfolio represents an undivided
interest in the assets, subject to the liabilities, allocated to
that Portfolio, and each Portfolio has a separate investment
objective and separate investment policies;
WHEREAS, at the present time, the Fund consists of six
Portfolios, Kiewit Money Market Portfolio, Kiewit Government
Money Market Portfolio; Kiewit Short-Term Government Portfolio,
Kiewit Intermediate-Term Bond Portfolio, Kiewit Tax-Exempt
Portfolio and Kiewit Equity Portfolio
WHEREAS, at the present time, each Portfolio consists of and
plans to issue, pursuant to separate Prospectuses, two classes of
Shares, a "K Class" (subject to no sales or distribution charges)
and a "S Class" (subject to a distribution charge pursuant to
Rule 12b-1 under the 1940 Act, as stipulated in the Fund's S
Class Prospectus);
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained in this Agreement, the Fund and Xxxxxx Square
agree as follows:
1. Appointment. The Fund hereby appoints Xxxxxx
Square to provide certain accounting services to the Fund for the
period and on the terms set forth in this Agreement. Xxxxxx
Square accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation provided
for in Section 11 of this Agreement. Xxxxxx Square agrees to
comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder, and to remain open
for business on any day which a Portfolio considers a business
day. The Fund may from time to time issue separate series or
classes or classify and reclassify shares of such series or
class. Xxxxxx Square shall identify to each such series or class
property belonging to such series or class and, in such reports,
confirmations and notices to the Fund called for under this
Agreement, shall identify the series or class to which such
report, confirmation or notice pertains.
2. Documents. The Fund has furnished Xxxxxx Square
with copies properly certified or authenticated of each of the
following:
a. Resolutions of the Fund's Board of Trustees
authorizing the appointment of Xxxxxx Square to provide certain
administration services to the Fund and approving this Agreement;
b. Schedule B identifying and containing the
signatures of the Fund's officers and other persons authorized
("Authorized Persons") to issue "Written Instructions" (as
hereinafter defined);
c. The Fund's Certificate of Trust filed with the
Secretary of the State of Delaware on June 1, 1994 and all
amendments thereto and restatements thereof;
d. The Fund's Agreement and Declaration of Trust
and all amendments thereto and restatements thereof;
e. The Fund's By-Laws and all amendments thereto
and restatements thereof (such By-Laws as presently in effect and
as they shall from time to time be amended or restated, are
herein called "By-Laws");
f. The Administration Agreement between the Fund
and Xxxxxx Square dated February 19, 1997;
g. The Custodian Agreement between the Fund and
Wilmington Trust Company (the "Custodian") effective July 1,
1994;
h. The Transfer Agency Agreement between the Fund
and Xxxxxx Square dated February 19, 1997;
i. The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act filed with the
Securities and Exchange Commission ("SEC") on July 19, 1994;
j. The Fund's most recent Registration Statement
on Form N-1A under the 1933 Act (File No. 33-84762) and under the
1940 Act (File No. 811-8648), as filed with the SEC, and all
amendments thereto;
k. The Fund's most current Prospectus(es)
("Prospectus") and Statement(s) of Additional Information ("SAI")
relating to the Portfolios; and
l. If required, a copy of either (i) a filed
notice of eligibility to claim the exclusion from the definition
of "commodity pool operator" contained in Section 2(a)(1)(A) of
the Commodity Exchange Act ("CEA") that is provided in Rule 4.5
under the CEA, together with all supplements as are required by
the Commodity Futures Trading Commission ("CFTC"), or (ii) a
letter which has been granted the Fund by the CFTC which states
that the Fund will not be treated as a "pool" as defined in
Section 4.10(d) of the CFTC's General Regulations, or (iii) a
letter which has been granted the Fund by the CFTC which states
that CFTC will not take any enforcement action if the Fund does
not register as a "commodity pool operator."
The Fund will xxxxxxx Xxxxxx Square from time to time
with copies, properly certified or authenticated, of all
additions, amendments or supplements to the foregoing, if any.
3. Instructions Consistent with Declaration of Trust, etc.
a. Unless otherwise provided in this Agreement,
Xxxxxx Square shall act only upon Oral and Written Instructions.
("Oral Instructions", as used in this Agreement, means oral
instructions actually received by Xxxxxx Square from an
Authorized Person or from a person reasonably believed by Xxxxxx
Square to be an Authorized Person. "Written Instructions", as
used in this Agreement, means written instructions on behalf of
the Fund signed by two Authorized Persons, delivered by hand,
mail, telegram, cable, telex or facsimile to, and received by,
Xxxxxx Square. "Authorized Person", as used in this Agreement,
means any officer of the Fund and any other person, whether or
not any such person is an officer of the Fund, duly authorized by
the Trustees of the Fund to give Oral and Written Instructions on
behalf of the Portfolio(s) and certified by the Secretary or an
Assistant Secretary of the Fund or any amendment thereto as may
be received by Xxxxxx Square from time to time.) Xxxxxx Square
in its capacity under this Agreement may assume that any Oral or
Written Instructions received hereunder are not in any way
inconsistent with any provisions of the Fund's Declaration of
Trust or Bylaws, or with any vote, resolution or proceeding of
the Fund's shareholders, or of the Fund's Board of Trustees, or
of any committee thereof.
b. Rodney Square shall be entitled to rely upon
any Oral Instructions and any Written Instructions actually
received by Xxxxxx Square pursuant to this Agreement. The Fund
agrees to forward to Xxxxxx Square Written Instructions
confirming Oral Instructions in such manner that the Written
Instructions are received by Xxxxxx Square, by the close of
business of the same day that such Oral Instructions are given to
Xxxxxx Square. The Fund agrees that the fact that confirming
Written Instructions are not received by Xxxxxx Square shall in
no way affect the validity or enforceability of the transactions
authorized by Oral Instructions. The Fund agrees that Xxxxxx
Square shall incur no liability to the Fund in acting upon Oral
Instructions, provided that such instructions reasonably appear
to have been received from an Authorized Person.
4. Portfolio Accounting.
a. Rodney Square shall provide the following
accounting functions on a daily basis:
(1) Journalize each Portfolio's
capital share and income and
expense activities;
(2) Reconcile cash balances of each Portfolio with
the Custodian;
(3) Post to and prepare each Portfolio's Statement
of Assets and Liabilities and Statement of
Operations;
(4) Calculate expenses payable pursuant to the
Fund's various contractual obligations;
(5) Control all disbursements from the Fund on
behalf of each Portfolio and authorize such
disbursements upon Written Instructions;
(6) Determine each Portfolio's net income;
(7) Compute the net asset value of each Portfolio;
(8) Compute each Portfolio's yield, total return,
expense and net income ratios, and portfolio
turnover rate; and
(9) Prepare and monitor the expense accruals and
notify Fund management of any proposed
adjustments.
b. In addition, Xxxxxx Square will:
(1) Prepare monthly financial
statements, which will include
without limitation each
Portfolio's Schedule of
Investments, Statement of
Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net
Assets, Cash Statement, and
Schedule of Capital Gains and
Losses;
(2) Supply various Fund and Portfolio statistical
data as requested on an ongoing basis;
(3) Assist in the preparation of support schedules
necessary for completion of Federal and state
tax returns;
(4) Assist in the preparation and filing of the
Fund's annual and semiannual reports with the
SEC on Form N-SAR;
(5) Assist in the preparation and filing of the
Fund's annual and semiannual reports to
shareholders and proxy statements;
(6) Assist with the preparation of amendments to
the Fund's registration statements on Form
N-1A and other filings relating to the
registration of Fund Shares;
(7) Monitor each Portfolio's status as a
"regulated investment company" under
Subchapter M of the Internal Revenue Code of
1986, as amended from time to time (the
"Code"); and
(8) Determine the amount of dividends and other
distributions payable to shareholders as
necessary to, among other things, maintain the
qualification as a "regulated investment
company" of each Portfolio of the Fund under
the Code.
5. Recordkeeping and Other Information. Xxxxxx Square
shall create and maintain all necessary records in accordance
with all applicable laws, rules and regulations, including, but
not limited to, records required by Section 31(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to
time, pertaining to the various functions (described above)
performed by it and not otherwise created and maintained by
another party pursuant to contract with the Fund. All records
shall be the property of the Fund at all times and shall be
available for inspection and use by the Fund or the Fund's
authorized representatives. Upon reasonable request by the Fund,
copies of such records shall be provided by Xxxxxx Square to the
Fund or the Fund's authorized representatives at the Fund's
expense. Where applicable, such records shall be maintained by
Xxxxxx Square for the periods and in the places required by Rule
31a-2 under the 1940 Act.
6. Liaison With Accountants. Xxxxxx Square shall act
as liaison with the Fund's independent public accountants and
shall provide account analysis, fiscal year summaries and other
audit related schedules. Xxxxxx Square shall take all reasonable
action in the performance of its obligations under this Agreement
to assure that the necessary information is made available to
such accountants for the expression of their opinion, as such may
be required by the Fund from time to time.
7. Confidentiality. Xxxxxx Square agrees on behalf of
itself and its employees to treat confidentially and as
proprietary information of the Fund all records and other
information relative to the Fund and its prior, present or
potential shareholders, and not to use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except, after prior
notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be
withheld where Xxxxxx Square may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when
so requested by the Fund.
8. Equipment Failure. In the event of equipment
failures beyond Xxxxxx Square's control, Xxxxxx Square shall, at
no additional expense to the Fund, take reasonable steps to
minimize service interruptions, but shall have no liability with
respect thereto. Xxxxxx Square shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate
equipment is available.
9. Right to Receive Advice.
a. Advice of Fund. If Xxxxxx Square shall be in
doubt as to any action to be taken or omitted by it, it may
request, and shall receive, from the Fund directions or advice,
including Oral or Written Instructions where appropriate.
b. Advice of Counsel. If Xxxxxx Square shall be
in doubt as to any question of law involved in any action to be
taken or omitted by Xxxxxx Square, it may request advice at its
own cost from counsel of its own choosing (who may be the
regularly retained counsel for the Fund or Xxxxxx Square or the
in-house counsel for Xxxxxx Square, at the option of Xxxxxx
Square).
c. Conflicting Advice. In case of conflict
between directions, advice or Oral or Written Instructions
received by Xxxxxx Square pursuant to subsection (a) of this
Section and advice received by Xxxxxx Square pursuant to
subsection (b) of this Section, Xxxxxx Square shall be entitled
to rely on and follow the advice received pursuant to the latter
provision alone.
d. Protection of Xxxxxx Square. Xxxxxx Square
shall be protected in any action or inaction which it takes in
reliance on any directions, advice or Oral or Written
Instructions received pursuant to subsections (a) or (b) of this
Section which Xxxxxx Square, after receipt of any such
directions, advice or Oral or Written Instructions, in good faith
believes to be consistent with such directions, advice or Oral or
Written Instructions, as the case may be. However, nothing in
this Section shall be construed as imposing upon Xxxxxx Square
any obligation (i) to seek such direction, advice or Oral or
Written Instructions, or (ii) to act in accordance with such
directions, advice or Oral or Written Instructions when received,
unless, under the terms of another provision of this Agreement,
the same is a condition to Xxxxxx Square's properly taking or
omitting to take such action. Nothing in this subsection shall
excuse Xxxxxx Square when an action or omission on the part of
Xxxxxx Square constitutes willful misfeasance, bad faith,
negligence or reckless disregard by Xxxxxx Square of its duties
under this Agreement.
10. Compliance with Governmental Rules and
Regulations. Except as otherwise provided herein in Sections 4
and 5, the Fund assumes full responsibility for ensuring that the
Fund complies with all applicable requirements of the 1933 Act,
the 1934 Act, the 1940 Act, the CEA and any laws, rules and
regulations of governmental authorities having jurisdiction over
the Fund.
11. Compensation. For the performance of its
obligations under this Agreement, the Fund on behalf of each
Portfolio shall pay Xxxxxx Square in accordance with the fee
arrangements described in Schedule A attached hereto, as such
schedule may be amended from time to time.
12. Indemnification.
a. The Fund agrees to indemnify and hold harmless
Xxxxxx Square, its directors, officers, employees, agents and
representatives (collectively, "Representatives") from all taxes,
charges, expenses, assessments, claims and liabilities including,
without limitation, liabilities arising under the 1933 Act, the
1934 Act, the 1940 Act, and any applicable state and/or foreign
securities laws, or amendments thereto (the "Securities Laws"),
and expenses, including without limitation reasonable attorneys'
fees and disbursements, arising directly or indirectly from any
action or omission to act which Xxxxxx Square takes (i) at the
request of or on the direction of or in reliance on the advice of
the Fund or (ii) upon Oral or Written Instructions. Neither
Xxxxxx Square nor any of its Representatives shall be indemnified
against any liability (or any expenses incident to such
liability) arising out of Xxxxxx Square's or its Representatives'
own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
b. Rodney Square agrees to indemnify and hold
harmless the Fund from all taxes, charges, expenses, assessments,
claims and liabilities arising from Xxxxxx Square's obligations
pursuant to this Agreement (including, without limitation,
liabilities arising under the Securities Laws) and expenses,
including (without limitation) reasonable attorneys' fees and
disbursements arising directly or indirectly out of Xxxxxx
Square's or its Representatives' own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
c. In order that the indemnification provisions
contained in this Section 12 shall apply, upon the assertion of a
claim for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly notify
the other party of such assertion, and shall keep the other party
advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option
to participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall
in no case confess any claim or make any compromise in any case
in which the other party may be required to indemnify it except
with the other party's prior written consent.
13. Responsibility of Xxxxxx Square. Xxxxxx Square
shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically
agreed to by Xxxxxx Square in writing. In the performance of its
duties hereunder, Xxxxxx Square shall be obligated to exercise
due care and diligence and to act in good faith and to use its
best efforts within reasonable limits in performing services
provided for under this Agreement. Xxxxxx Square shall be
responsible for its own negligent failure to perform its duties
under this Agreement, but to the extent that duties, obligations
and responsibilities are not expressly set forth in this
Agreement, Xxxxxx Square shall not be liable for any act or
omission which does not constitute willful misfeasance, bad faith
or negligence on the part of Xxxxxx Square or reckless disregard
by Xxxxxx Square of such duties, obligations and
responsibilities. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Xxxxxx
Square in connection with its duties under this Agreement shall
not be under any duty or obligation to inquire into and shall not
be liable for or in respect of (i) the validity or invalidity or
authority or lack thereof of any Oral or Written Instruction,
notice or other instrument which conforms to the applicable
requirements of this Agreement, and which Xxxxxx Square
reasonably believes to be genuine; or (ii) delays or errors or
loss of data occurring by reason of circumstances beyond Xxxxxx
Square's control, including acts of civil or military authority,
national emergencies, labor difficulties, fire, mechanical
breakdown (except as provided in Section 8), flood or
catastrophe, acts of God, insurrection, war, riots or failure of
the mails, transportation, communication or power supply, in
which circumstances Xxxxxx Square shall take minimal actions to
minimize loss of data therefor.
14. Duration, Termination, etc. The provisions of this
Agreement may not be changed, waived or discharged orally, but
only by written instrument that shall make specific reference to
this Agreement and that shall be signed by the party against
which enforcement of such change, waiver or discharge is sought.
This Agreement shall become effective as of the close
of business on the date first written above, and unless
terminated as hereinafter provided, shall continue in force for
two (2) years from the date of its execution and thereafter from
year to year.
This Agreement may be terminated by a vote of the Board
of Trustees of the Fund or by a vote of a majority of the
outstanding voting securities of any one or more of the Fund's
Portfolios, upon written notice to Xxxxxx Square, in the event of
a material breach remaining uncured for thirty (30) days after
due written notification of such breach has been issued by the
Fund to, and received by, Xxxxxx Square. "Material breach"
includes gross negligence in the performance of the duties of
Xxxxxx Square, as well as a material breach of a provision of
this Agreement. However, in the event of a material breach
resulting from willful misconduct or reckless disregard of the
duties of Xxxxxx Square or its employees, this Agreement may be
terminated thirty (30) days after written notification of such
breach has been issued by the Fund to, and received by, Xxxxxx
Square.
Furthermore, this Agreement may be terminated by the
Fund if a majority of the Board of Trustees votes to approve such
a termination, for any of the following reasons: (a) the Fund
ceases doing business, liquidates, and distributes all remaining
assets to its shareholders; (b) the merger of the Fund with
another registered investment company, substantially all of the
assets of which are owned by shareholders not presently
affiliated with or related to the shareholders of the Fund or
Kiewit Investment Trust; (c) the merger with or sale of
substantially all of the assets of Xxxxxx Investment Management
Corporation to a person not presently affiliated with or related
to the shareholders of the Fund or Kiewit Investment Trust; or
(d) any other event of similar kind, which results in a
fundamental change in the nature of the mutual fund business of
the Fund or Kiewit Investment Trust. The reasons set forth in
this paragraph may be applied to terminate this Agreement with
respect to one or more Series, as well as to the Fund itself.
Termination shall occur at the time of the relevant event, but
not earlier than six (6) months after written notification issued
by the Fund to, and received by, Xxxxxx Square.
This Agreement may also be terminated by Xxxxxx Square,
upon written notice to the Fund, in the event of a material
breach remaining uncured for sixty (60) days after due written
notification of such breach has been issued by Xxxxxx Square to,
and received by, the Fund.
Termination shall not relieve the parties of duties and
obligations accrued prior to termination (including the duty to
pay accrued fees and expenses), nor those duties which by their
nature survive termination (such as the duty to maintain the
confidentiality of information, and the duty to transfer assets
and records to successors in an orderly and cooperative manner).
Upon the termination of this Agreement, the Fund shall
pay to Xxxxxx Square such compensation as may be payable for the
period prior to the effective date of such termination, including
reimbursement for any out-of-pocket expenses reasonably incurred
by Xxxxxx Square to such date. In the event that the Fund
designates a successor to any of Xxxxxx Square's obligations
hereunder, Xxxxxx Square shall, at the expense and direction of
the Fund, transfer to such successor all relevant books, records
and other data established or maintained by Xxxxxx Square under
the foregoing provisions.
15. Audit, Inspection and Visitation. Xxxxxx Square
shall make available during regular business hours all records
and other data created and maintained pursuant to this Agreement
for reasonable audit and inspection by the Fund or any person
retained by the Fund. Upon reasonable notice by the Fund, Xxxxxx
Square shall make available during regular business hours its
facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by the
Fund, or any person retained by the Fund.
16. Notices. Any notice under this Agreement shall be
given in writing addressed and delivered or mailed, postage
prepaid, to the other party to this Agreement at its principal
place of business.
17. Further Actions. Each Party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof.
18. Amendments. This Agreement or any part hereof may
be changed or waived only by an instrument in writing signed by
the party against which enforcement of such change or waiver is
sought.
19. Delegation. On thirty (30) days' prior written
notice to the Fund, Xxxxxx Square may assign any part or all its
rights and delegate its duties hereunder to any wholly owned
direct or indirect subsidiary of Wilmington Trust Company,
provided that (i) the delegate agrees with Xxxxxx Square to
comply with all relevant provisions of the 1940 Act and
applicable rules and regulations; (ii) Xxxxxx Square shall remain
responsible for the performance of all of its duties under this
Agreement; (iii) Xxxxxx Square and such delegate shall promptly
provide such information as the Fund may request; and (iv) Xxxxxx
Square shall respond to such questions as the Fund may ask,
relative to the delegation, including (without limitation) the
capabilities for the delegate.
20. Appointment of Agents. Neither this Agreement nor
any rights or obligations hereunder may be assigned by Xxxxxx
Square without the written consent to the Fund. Xxxxxx Square
may however, at any time or times in its discretion appoint (and
may at any time remove) other parties as its agent to carry out
such of the provisions of this Agreement as Xxxxxx Square may
from time to time direct; provided, however, that the appointment
of any such agent shall not relieve Xxxxxx Square of any of its
responsibilities or liabilities hereunder.
21. Miscellaneous.
a. Rodney Square acknowledges that it has
received notice of and accepts the limitations of liability set
forth in the Fund's Declaration of Trust. Xxxxxx Square agrees
that the Fund's obligations hereunder shall be limited to the
Fund, and that Xxxxxx Square shall have recourse solely against
the assets of the Portfolio with respect to which the Fund's
obligations hereunder relate and shall have no recourse against
the assets of any other Portfolio or against any shareholder,
Trustee, officer, employee, or agent of the Fund.
b. This Agreement embodies the entire agreement
and understanding between the parties thereto, and supersedes all
matters hereof, provided that the parties hereto may embody in
one or more separate documents their agreement, if any, with
respect to Written and/or Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement
shall be deemed to be a contract made in Delaware and shall be
governed and construed according to the laws (without regard,
however, to laws as to conflicts of law) of the State of
Delaware. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefits of the
parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
XXXXXX MUTUAL FUND
By: /s/ Xxx XxXxxxxxx
Xxx XxXxxxxxx, President
XXXXXX SQUARE MANAGEMENT
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx,
President
ACCOUNTING SERVICES AGREEMENT
SCHEDULE A
XXXXXX MUTUAL FUND
FEE SCHEDULE
For the services Xxxxxx Square provides under the Accounting
Services Agreement attached hereto, Xxxxxx Mutual Fund (the
"Fund") agrees to pay Xxxxxx Square, on behalf of each Fund
Portfolio (as listed below), an annual accounting services fee
equal to the higher of (a) a minimum fee of $10,000 per
Portfolio, or (b) 0.02% of the Portfolio's assets, raised in
consideration of sale of S Class Shares. The fee shall be
payable only as if and when sales of S Class Shares commence, and
then monthly, in arrears, as soon as practicable after the last
day of each month, based on the higher of one-twelfth of (a) the
minimum annual fee, or (b) the 0.02% asset-based fee, calculated
according to the average of the daily total assets of each Fund
Portfolio, as determined at the close of business on each day
throughout the month.
Kiewit Money Market Portfolio
Kiewit Government Money Market Portfolio
Kiewit Short-Term Government Portfolio
Kiewit Intermediate-Term Bond Portfolio
Kiewit Tax-Exempt Portfolio
Kiewit Equity Portfolio
In the event of the addition, by any one or more of the above
listed Portfolios, of a third (or further) class of Shares, the
Fund hereby agrees to pay Xxxxxx Square, for services to be
rendered pursuant to and for the remaining duration of the
attached Agreement, a further annual accounting services fee,
payable as stipulated above, equal to the greater of (a) $10,000,
or (b) 0.02% of the assets raised in consideration of sale of the
new Class Shares.
Irrespective of the number of classes of Fund Shares, the Fund
shall either pay and advance, or promptly reimburse (upon
billing), Xxxxxx Square its reasonable out-of-pocket expenses
incurred in the performance of its responsibilities pursuant to
the attached Agreement.
SCHEDULE B
XXXXXX MUTUAL FUND
AUTHORIZED PERSONS
The following persons have been duly authorized by the Board
of Trustees to give Oral and Written Instructions on behalf of
the Fund:
Xxx XxXxxxxxx ___________________________
Xxxxxxx Xxxxxxx ___________________________
Xxxxx Xxxxxxxx ___________________________
Xxxxx Xxxxxx ___________________________
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