FUND ACCOUNTING SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into this 2nd day of December, 2005, by and
between XXXXXXX
FUNDS, INC.,
a
Maryland corporation (the “Corporation”) and U.S.
BANCORP FUND SERVICES, LLC,
a
Wisconsin limited liability company (“USBFS”).
WHEREAS,
the Corporation 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 Corporation desires to retain USBFS to provide accounting services to each
series of the Corporation 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
Corporation hereby appoints USBFS as fund accountant of the Corporation 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 Corporation (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 Corporation as to methodology, rate or dollar amount.
|
| (2) |
Process
and record payments for Fund expenses upon receipt of written
authorization from the Corporation.
|
| (3) |
Account
for Fund expenditures and maintain expense accrual balances at the
level
of accounting detail, as agreed upon by USBFS and the
Corporation.
|
| (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
Corporation.
|
| (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.
|
2
| (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.
|
| (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 Corporation, 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 Corporation.
|
| (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 Corporation,
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
| (3) |
Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested
by the
Corporation in connection with any certification required of the
Corporation 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 Corporation’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. |
License
of Data; Warranty; Termination of
Rights
|
| A. |
The
valuation information and evaluations being provided to the Corporation
by
USBFS pursuant hereto (collectively, the “Data”) are being licensed, not
sold, to the Corporation. The Corporation has a limited license to
use the
Data only for purposes necessary to valuing the Corporation’s assets and
reporting to regulatory bodies (the “License”). The Corporation does not
have any license nor right to use the Data for purposes beyond the
intentions of this Agreement including, but not limited to, resale
to
other users or use to create any type of historical database. The
License
is non-transferable and not sub-licensable. The Corporation’s right to use
the Data cannot be passed to or shared with any other
entity.
|
The
Corporation acknowledges the proprietary rights that USBFS and its suppliers
have in the Data.
| B. |
THE
CORPORATION HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE
OR
ANY OTHER MATTER.
|
| C. |
USBFS
may stop supplying some or all Data to the Corporation if USBFS’s
suppliers terminate any agreement to provide Data to USBFS. Also,
USBFS
may stop supplying some or all Data to the Corporation if USBFS reasonably
believes that the Corporation is using the Data in violation of the
License, or breaching its duties of confidentiality provided for
hereunder, or if any of USBFS’s suppliers demand that the Data be withheld
from the Corporation. USBFS will provide notice to the Corporation
of any
termination of provision of Data as soon as reasonably
possible.
|
4
| 4. |
Pricing
of Securities
|
| A. |
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.
|
If
the
Corporation desires to provide a price that varies from the price provided
by
the pricing source, the Corporation shall promptly notify and supply USBFS
with
the price of any such security on each valuation date. All pricing changes
made
by the Corporation will be in writing and must specifically identify the
securities to be changed by CUSIP, name of security, new price or rate to be
applied, and, if applicable, the time period for which the new price(s) is/are
effective.
| B. |
In
the event that the Corporation at any time receives Data 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 significant professional disagreement about which method is best.
No
evaluation method, including those used by USBFS and its suppliers,
may
consistently generate approximations that correspond to actual “traded”
prices of the securities; (ii) methodologies used to provide the
pricing
portion of certain Data may rely on evaluations; however, the Corporation
acknowledges that there may be errors or defects in the software,
databases, or methodologies generating the evaluations that may cause
resultant evaluations to be inappropriate for use in certain applications;
and (iii) the Corporation assumes all responsibility for edit checking,
external verification of evaluations, and ultimately the appropriateness
of using Data containing evaluations, regardless of any efforts made
by
USBFS and its suppliers in this
respect.
|
| 5. |
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.
| 6. |
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
Corporation under this Agreement.
5
| 7. |
Compensation
|
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 Corporation 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
Corporation shall notify USBFS in writing within 30 calendar days following
receipt of each invoice if the Corporation is disputing any amounts in good
faith. The Corporation shall pay such disputed amounts within 10 calendar days
of the day on which the parties agree to the amount to be paid. With the
exception of any fee or expense the Corporation is disputing in good faith
as
set forth above, unpaid invoices shall accrue a finance charge of 1½% per month
after the due date. Notwithstanding anything to the contrary, amounts owed
by
the Corporation to USBFS shall only be paid out of the assets and property
of
the particular Fund involved.
| 8. |
Representations
and Warranties
|
| A. |
The
Corporation 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
Corporation in accordance with all requisite action and constitutes
a
valid and legally binding obligation of the Corporation, 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.
|
| B. |
USBFS
hereby represents and warrants to the Corporation, which representations
and warranties shall be deemed to be continuing throughout the term
of
this Agreement, that:
|
6
|
(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.
|
| 9. |
Standard
of Care; Indemnification; Limitation of
Liability
|
| A. |
USBFS
shall exercise reasonable care in the performance of its duties under
this
Agreement. Neither USBFS nor its suppliers shall be liable for any
error
of judgment or mistake of law or for any loss suffered by the Corporation
or any third party 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 Corporation shall indemnify and hold harmless USBFS
and its
suppliers from and against any and all claims, demands, losses, expenses,
and liabilities of any and every nature (including reasonable attorneys’
fees) that USBFS or its suppliers may sustain or incur or that may
be
asserted against USBFS or its suppliers 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 Corporation, as approved by the
Board
of Directors of the Corporation, 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 Corporation, 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.
|
7
The
Corporation acknowledges that the Data are intended for use as an aid to
institutional investors, registered brokers or professionals of similar
sophistication in making informed judgments concerning securities. The
Corporation accepts responsibility for, and acknowledges it exercises its own
independent judgment in, its selection of the Data, 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.
USBFS
shall indemnify and hold the Corporation harmless from and against any and
all
claims, demands, losses, expenses, and liabilities of any and every nature
(including reasonable attorneys' fees) that the Corporation may sustain or
incur
or that may be asserted against the Corporation 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 “Corporation” shall include the Corporation’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 Corporation 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 Corporation,
at such times as the Corporation 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.
8
| 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 9 shall
indefinitely survive the termination and/or assignment of this
Agreement.
|
| D. |
If
USBFS is acting in another capacity for the Corporation pursuant
to a
separate agreement, nothing herein shall be deemed to relieve USBFS
of any
of its obligations in such other
capacity.
|
| 10. |
Notification
of Error
|
The
Corporation will notify USBFS of any discrepancy between USBFS and the
Corporation, 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 Corporation; (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.
| 11. |
Data
Necessary to Perform
Services
|
The
Corporation 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.
9
| 12. |
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 Corporation,
all records and other information relative to the Corporation and
prior,
present, or potential shareholders of the Corporation (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
Corporation, 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 Corporation. 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 Corporation
or its
agent, shall not be subject to this
paragraph.
|
Further,
USBFS will adhere to the privacy policies adopted by the Corporation 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 Corporation and its shareholders.
| B. |
The
Corporation, 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.
|
| 13. |
Records
|
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 Corporation, 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 Corporation 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 Corporation or its designee on and
in
accordance with its request.
| 14. |
Compliance
with Laws
|
10
The
Corporation 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 Corporation of its responsibilities for assuring
such compliance or the Board of Director’s oversight responsibility with respect
thereto.
| 15. |
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 Corporation, and authorized or approved by the Board of
Directors.
| 16. |
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 Corporation by written notice
to USBFS, USBFS will promptly, upon such termination and at the expense of
the
Corporation, 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 Corporation (if such form
differs from the form in which USBFS has maintained the same, the Corporation
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
Corporation.
| 17. |
Assignment
|
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 Corporation without the written consent of USBFS,
or by
USBFS without the written consent of the Corporation accompanied by the
authorization or approval of the Corporation’s Board of Directors.
| 18. |
Governing
Law
|
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.
11
| 19. |
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.
| 20. |
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.
| 21. |
Invalidity
|
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.
| 22. |
Notices
|
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
12
and
notice to the Corporation shall be sent to:
Xxxxxxx
Capital Management, Inc.
Attn:
President
000
Xxxxx
Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
| 23. |
Multiple
Originals
|
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.
| XXXXXXX FUNDS, INC. | U.S BANCORP FUND SERVICES, LLC | |
| By:________________________________ | By:_______________________________ | |
| Name:______________________________ | Name: _____________________________ | |
| Title:_______________________________ | Title: ______________________________ | |
13
Exhibit
A
to
Xxxxxxx Funds, Inc.
Fund
Names
Separate
Series of Xxxxxxx Funds, Inc.
| Name of Series | Date Added | |
| Xxxxxxx Emerging Opportunities Fund | 8/30/04 |
