SERVICING AGREEMENT
AGREEMENT made this 1st day of October, 2002 by and between XXXXXXXX MUTUAL
FUNDS, INC., a Maryland corporation (hereinafter referred to as the
"Corporation"), on behalf of each of its investment series set forth on Schedule
A hereto as it may be amended from time to time (hereinafter referred to each as
a "Fund" and together, as the "Funds"), and XXXXXXXX ADVISORS, INC., a
California corporation (hereinafter referred to as "HAI").
W I T N E S S E T H :
WHEREAS, the Corporation is engaged in business as a diversified open-end
management investment company and HAI serves as investment adviser to the Funds
pursuant to a Management Agreement with the Corporation; and
WHEREAS, the Corporation desires to retain HAI to perform services to the
Funds which are in addition to the services that HAI performs for the Funds
pursuant to the Management Agreement; and
WHEREAS, HAI is willing to provide such services to the Funds on the terms
and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the Corporation on behalf of the Funds, and HAI agree as follows:
ARTICLE I
DUTIES OF HAI
The Corporation hereby employs HAI to provide "Administrative Support
Services" to the Funds. "Administrative Support Services" shall include: (i)
maintaining an "800" number which current shareholders may call to ask questions
about the Funds or their accounts with the Funds; (ii) assisting shareholders in
processing exchange and redemption requests; (iii) assisting shareholders in
changing dividend options, account designations and addresses; (iv) responding
generally to questions of shareholders; and (v) providing such other similar
services as the Corporation shall request. "Administrative Support Services"
shall not include services HAI is required to perform under the Management
Agreement, including investment advisory services.
ARTICLE II
EXPENSES
HAI assumes the responsibility, and shall pay, for maintaining the staff
and personnel necessary to perform its obligations under this Agreement.
ARTICLE III
COMPENSATION OF HAI
For the services rendered by HAI under this Agreement, each Fund shall pay
to HAI at the end of each calendar month a fee equal to 1/12 of 0.10% of the
average daily net assets of such Fund for such month as determined and computed
in accordance with the description of net asset value contained in the relevant
Prospectus and Statement of Additional Information. If this Agreement terminates
before the last day of a month, compensation for that part of the month that
this Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fee as set forth above.
ARTICLE IV
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date first above written
and shall remain in force with respect to each Fund so long as its continuance
is specifically approved with respect to each Fund at least annually by a
majority of those Directors who are not parties to this Agreement or "interested
persons" (as such term is defined in the Investment Company Act of 1940, as
amended) of any such party. This Agreement may be terminated by either party on
sixty days' written notice to the other party.
ARTICLE V
AMENDMENTS OF THIS AGREEMENT
All amendments of this Agreement must be approved by a majority of those
Directors who are not parties to this Agreement or "interested persons" (as such
term is defined in the Investment Company Act of 1940, as amended) of any such
party.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXXX MUTUAL FUNDS, INC.
By;
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Xxxx X. Xxxxxxxx, President
XXXXXXXX ADVISORS, INC.
By;
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Xxxx X. Xxxxxxxx, President
2
SCHEDULE A
Xxxxxxxx Cornerstone Value Fund
Xxxxxxxx Cornerstone Growth Fund
