AMENDMENT TO ACCOUNTING AGENCY AGREEMENT

EXHIBIT 99.(h-9)

AMENDMENT TO ACCOUNTING AGENCY AGREEMENT

This Amendment to Accounting Agency Agreement (the “Amendment”) is dated as of October 24, 2011, by and between the management investment companies set forth on Exhibit A attached hereto (the “Funds”), and Xxxxx Brothers Xxxxxxxx & Co., a New York limited partnership with an office in Boston, Massachusetts (the “Administrator”).

WHEREAS, pursuant to the Accounting Agency Agreement dated as of February 29, 2008 by and between the Administrator and the Funds, as amended to date (the “Agreement”), the Administrator has been appointed to provide the services as set forth on Appendix B;

WHEREAS the Funds and the Administrator have agreed to make certain modifications to the terms of the Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereby agree to amend the Agreement as follows:

I. Amendments to the Agreement

1. The following is hereby added before the last sentence at the end of Section 10 to the Agreement

“The Administrator hereby indemnifies the Fund, and agrees to hold the Fund harmless from and against all claims and liabilities, including reasonable counsel fees and taxes, incurred or assessed against the Fund directly resulting from the Administrator’s negligence, willful malfeasance, or bad faith.  If the Fund gives written notice of claim to the Administrator and not more than thirty days following the date of such notice, and provided that the Fund has provided such documentation and/or other evidence to the reasonable satisfaction of the Administrator in support thereof, the Administrator will pay the amount of such claim or reimburse the Fund for any payment made by the Fund in respect thereof.”

2. Appendix B to the Agreement is hereby restated in its entirety as set forth herein:

“The Administrator will provide the following fund accounting services to each Portfolio each day that such Portfolio and the New York Stock Exchange (“NYSE”) is open (each a “Business Day”); transaction processing and review, custodial reconciliation, securities pricing and investment accounting.

Transaction Processing and Review. The Administrator shall input and reconcile each Portfolio’s investment activity including with respect to:

· Investment taxlots

· Income

· Dividends

· Principal paydowns

· Capital activity

· Expense accruals

· Cash activity

· Corporate Reorganizations

Custodial Reconciliation. The Administrator shall reconcile the following positions of each Portfolio against the records of the Custodian:

· Securities holdings

· Cash including cash transfers, fees assessed and other investment related cash transactions

· Trade settlements

Securities Pricing. The Administrator shall update each security position of each Portfolio as to the following:

· Market prices obtained from approved sources including those listed on Appendix D or Fair Valuations obtained from an Authorized Person of the Fund

· Xxxx to market of non-base receivables/payables utilizing approved foreign exchange quotations as quoted in Appendix D

· Xxxx to market of non-base currency positions utilizing the approved sources quoted in Appendix D or Fair Valuations obtained from an Authorized Person of the Fund

Investment Accounting. The Administrator shall provide the following investment accounting services to each Portfolio:

· Amortization/accretion at the individual tax lot level

· General ledger entries

· Book value calculations

· Trade Date + 1 accounting

· Calculation of Net Asset Value Per Share (“NAV”) as of the close of business of the NYSE

Tax Services. The Administrator shall provide the following tax reporting services:

· Prepare fiscal year end and excise tax distribution calculations;

· Prepare monthly, quarterly and annual income distributions as described in each Portfolio’s prospectus

· Prepare annual capital gain distribution(s) including spillback amounts as required

· Prepare tax-related ROCSOP entries for fund accounting purposes

· Review required tax disclosures (such as tax cost, long term capital gain and tax exempt designation, foreign tax credits, dividend received deductions and qualified dividend income pass throughs) in the Fund’s financial statements

· Initiate the preparation of federal, state and local (if any) income tax returns, including tax return extension requests.  Fund auditors will review and sign returns as “paid preparer”.  Xxxx Xxxxx Management, Inc., on behalf of the Fund, will sign and file returns.

· Prepare shareholder year-end tax information

· Calculate the amounts and characterizations of distributions declared during the calendar year for Form 1099/DIV reporting

· Consult with the Fund’s Authorized Persons regarding potential tax adjustments. The Fund will be responsible for identification of all passive foreign investment companies (“PFICs”) and verification of the accuracy of the information provided on the K-1s received for investments in the Funds.

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· Prepare and maintain schedules of differences required for tax purposes including, but not limited to, wash sales, CPDI, REITs, partnerships, PFICs and straddles

· Consult with the Fund’s Authorized Persons on various tax issues as requested and with the Fund’s independent public accountant when appropriate

· Prepare wash sales calculations for tax purposes using GainsKeeper for each Portfolio

Receive and respond to routine letters from the IRS and state revenue agencies, and consult with, and differ to, the Trustee on any in depth communication that may require input from counsel.”

3. Appendix D to the Agreement is hereby restated in its entirety as set forth herein:

“The Fund hereby acknowledges that the Administrator is authorized to use the following authorized sources and their successors and assigns for financial reporting, compliance monitoring, performance measurement, pricing (including corporate actions, dividends and rights offering), and foreign exchange quotations, to assist it in fulfilling its obligations under the aforementioned Agreement.

XXXXXXXXX

XXXXXXX/MELLON

EXTEL (LONDON)

FUND MANAGERS

INTERACTIVE DATA CORPORATION

REPUTABLE BROKERS

REUTERS

SUBCUSTODIAN BANKS

TELEKURS

VALORINFORM (GENEVA)

REPUTABLE FINANCIAL PUBLICATIONS

STOCK EXCHANGES

FINANCIAL INFORMATION INC. CARD

XX XXXXX

FRI CORPORATION

XXXXXX XXXXXXX CAPITAL INTERNATIONAL

GAINSKEEPER

XXXXXXX RIVER DEVELOPMENT”

4. The Fees for the additional services hereunder shall be charged pursuant to the schedule as mutually agreed by the parties.

II. Miscellaneous

1. As amended hereby, all terms and provisions of the Agreement are hereby ratified and affirmed as of the date hereof and are hereby extended to give effect to the terms hereof.

2. By signing below where indicated, the Funds hereby ratify and affirm each of the representations and warranties set forth in the Agreement and confirms that each representation and warranty remains true and correct as of the date hereof.

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3. Upon receipt by the Administrator of a fully executed copy of this Amendment, this Amendment shall be deemed to be governed by such laws as provided in Section 19 of the Agreement.  This Amendment may be executed in original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Amendment.

XXXXX BROTHERS XXXXXXXX & CO.

By:	/s/ Xxxx X. Xxxxxx
Name:	Xxxx X. Xxxxxx
Title:	Senior Vice President

The Management Investment Companies set forth in

Appendix A hereto acting on behalf of their respective

Portfolios thereof, if any

By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxxxx X. Xxxxxxx
Title:	Treasurer
Date:	October 24, 2011

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APPENDIX A

TO

ACCOUNTING AGENCY AGREEMENT

The following is a list of Portfolios for which the Administrator serves under an Administrative Agency Agreement:

Fund		Portfolio
The Xxxxx Funds		Xxxxx Large Cap Growth Fund
		Xxxxx Mid Cap Growth Fund
		Xxxxx Small Cap Growth Fund
		Xxxxx Capital Appreciation Fund
		Xxxxx SMidCap Growth Fund
		Xxxxx Health Sciences Fund
		Xxxxx Growth Opportunities Fund
		Xxxxx Balanced Fund
Xxxxx Funds II		Xxxxx Spectra Fund
		Xxxxx Green Fund
		Xxxxx Analyst Fund
		Xxxxx Dynamic Opportunity Fund
		Xxxxx Emerging Market Fund
The Xxxxx Institutional Funds		Xxxxx Small Cap Growth Institutional Fund
		Xxxxx Mid Cap Growth Institutional Fund
		Xxxxx Large Cap Growth Institutional Fund
		Xxxxx Capital Appreciation Institutional Fund
The Xxxxx China-US Growth Fund		n/a
The Xxxxx Portfolios		Xxxxx Small Cap Growth Portfolio
		Xxxxx Mid Cap Growth Portfolio
		Xxxxx Large Cap Growth Portfolio
		Xxxxx Balanced Portfolio
		Xxxxx Capital Appreciation Portfolio
		Xxxxx Growth & Income Portfolio
		Xxxxx XXxx Cap Growth Portfolio

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