EXHIBIT 8(a.2)
AMENDMENT NO. 2 TO
ADMINISTRATION AND ACCOUNTING
SERVICES AGREEMENT
This Amendment No. 2 to Administration and Accounting Services
Agreement ("Amendment No. 2") is made as of May ______, 2002, by and between
PFPC Inc., a Delaware corporation ("PFPC") and The Xxxxxxx Funds, Inc., a
Maryland corporation (the "Company").
W I T N E S S E T H:
WHEREAS, PFPC and the Company have entered into that certain
Administration and Accounting Services Agreement, dated as of January 2, 1996
(the "Original Agreement"), whereby the Company retained PFPC to provide certain
administrative and accounting services described therein to the Company's
investment portfolios set forth on Exhibit A attached thereto;
WHEREAS, PFPC and the Company amended Exhibit A to the Original
Agreement on August 29, 2001 to provide for the addition of Xxxxxxx Aggressive
Growth Fund to the list of investment portfolios to which PFPC will provide such
administrative and accounting services ("Amendment No. 1"); and
WHEREAS, PFPC and the Company now desire to further amend Exhibit A to
the Original Agreement to provide for the addition of Xxxxxxx Small Cap Growth
Fund to the list of investment portfolios to which PFPC will provide such
administrative and accounting services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Amendment of Exhibit A. Exhibit A to the Original Agreement, as amended
by Amendment No. 1, is hereby amended and restated in its entirety to
read in the form attached hereto as Exhibit A.
2. Miscellaneous.
(a) Governing Law. This Amendment No. 2 shall be governed by the
laws of the State of Delaware without regard for conflicts of
law principles thereof.
(b) Successors and Assigns. This Amendment No. 2 shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns as permitted in the
Original Agreement.
EXHIBIT 8(a.2)
(c) Counterpart and Signatures. This Amendment No. 2 may be
executed in counterpart and by facsimile signature, each
counterpart being deemed an original, but which when taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to Administration and Accounting Services Agreement to be executed as of
the date first written above.
PFPC INC.
By:
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Name:
Title:
THE XXXXXXX FUNDS, INC.
By:
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Name:
Title:
EXHIBIT 8(a.2)
EXHIBIT A
PORTFOLIOS
XXXXXXX GROWTH FUND
XXXXXXX AGGRESSIVE GROWTH FUND
XXXXXXX SMALL CAP GROWTH FUND
