EXHIBIT h(4)
FUND ACCOUNTING SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 9 day of January,
2006, by and between THE XXXXX GROWTH FUND, INC., XXXXX FUNDS, INC. and AMERICAN
EAGLE FUNDS, INC., each a corporation organized under the laws of the State of
Minnesota (each a "Company") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin
limited liability company ("USBFS").
WHEREAS, each Company 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, each Company desires to retain USBFS to provide accounting
services to each series of each Company 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
Each Company hereby appoints USBFS as fund accountant of the Company 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 each
Company (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 Company as to
methodology, rate or dollar amount.
(2) Process and record payments for Fund expenses upon
receipt of written authorization from each Company.
(3) Account for Fund expenditures and maintain expense
accrual balances at the level of accounting detail,
as agreed upon by USBFS and each Company.
(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 each
Company.
(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.
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(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 Company, 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 each Company.
(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 each Company, the
Securities and Exchange Commission (the "SEC"), and
the independent accountants.
(2) Maintain accounting records according to the 1940 Act
and regulations provided thereunder.
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(3) Perform its duties hereunder in compliance with all
applicable laws and regulations and provide any
sub-certifications reasonably requested by the
Company in connection with any certification required
of the Company 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 each Company'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
each Company by USBFS pursuant hereto (collectively, the
"Data") are being licensed, not sold, to each Company. Each
Company has a limited license to use the Data only for
purposes necessary to valuing the Company's assets and
reporting to regulatory bodies (the "License"). Each Company
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. Each Company's right to use the Data
cannot be passed to or shared with any other entity.
Each Company acknowledges the proprietary rights that USBFS
and its suppliers have in the Data.
B. THE COMPANY 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 each Company if
USBFS's suppliers terminate any agreement to provide Data to
USBFS. Also, USBFS may stop supplying some or all Data to each
Company if USBFS reasonably believes that each Company 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
Company. USBFS will provide notice to each Company of any
termination of provision of Data as soon as reasonably
possible.
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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 each Company desires to provide a price that varies from
the price provided by the pricing source, each Company shall
promptly notify and supply USBFS with the price of any such
security on each valuation date. All pricing changes made by
each Company 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 each Company 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 Company 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) each Company 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 each Company under this Agreement.
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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
Company 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 Company shall
notify USBFS in writing within 30 calendar days following receipt of
each invoice if the Company is disputing any amounts in good faith. The
Company 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 Company is disputing in good faith
as set forth above, unpaid invoices shall accrue a finance charge of 1
1/2% per month after the due date. Notwithstanding anything to the
contrary, amounts owed by the Company to USBFS shall only be paid out
of the assets and property of the particular Fund involved.
8. REPRESENTATIONS AND WARRANTIES
A. The Company 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 Company in accordance with all
requisite action and constitutes a valid and legally
binding obligation of the Company, 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 Company, which
representations and warranties shall be deemed to be
continuing throughout the term of this Agreement, that:
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(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 Company 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 Company 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 Company, as approved by the
Board of Directors of the Company, 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
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continuing obligation of the Company, 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.
The Company 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 Company 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 Company harmless from and
against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable
attorneys' fees) that the Company may sustain or incur or that
may be asserted against the Company 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 "Company" shall include the Company'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
Company 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 Company, at such times as the Company
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,
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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.
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 Company
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
Each Company will notify USBFS of any discrepancy between USBFS and the
Company, 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 Company; (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
Each Company 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.
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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 each Company, all records and other information
relative to the Company and prior, present, or potential
shareholders of the Company (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 Company, 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 Company. 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 Company or its agent, shall not be
subject to this paragraph.
Further, USBFS will adhere to the privacy policies adopted by
the Company 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 Company and its shareholders.
B. Each Company, 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 Company, 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 Company 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 Company or its designee on and in
accordance with its request.
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14. COMPLIANCE WITH LAWS
The Company 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 Company of its responsibilities for assuring such compliance or the
Board of Directors oversight responsibility with respect thereto.
15. TERM OF AGREEMENT; AMENDMENT
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 Company, 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
Company by written notice to USBFS, USBFS will promptly, upon such
termination and at the expense of the Company, 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 Company (if such form differs from the
form in which USBFS has maintained the same, the Company 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 Company.
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 Company without the
written consent of USBFS, or by USBFS without the written consent of
the Company accompanied by the authorization or approval of the
Company's Board of Directors.
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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.
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
and notice to each Company shall be sent to:
Xxxxx Associates, Inc.
000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
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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.
THE XXXXX GROWTH FUND, INC. U.S. BANCORP FUND SERVICES, LLC
By: /s/ Xxxxxx X Xxxxxxxx By: /s/ Xxx X. Xxxxxxx
------------------------------- -------------------------------
Printed Name: Xxxxxx X Xxxxxxxx Printed Name: Xxx X. Xxxxxxx
--------------------- ---------------------
Title: Treasurer Title: President
---------------------------- ----------------------------
XXXXX FUNDS, INC.
By: /s/ Xxxxxx X Xxxxxxxx
-------------------------------
Printed Name: Xxxxxx X Xxxxxxxx
---------------------
Title: Treasurer
----------------------------
AMERICAN EAGLE FUNDS, INC.
By: /s/ Xxxxxx X Xxxxxxxx
-------------------------------
Printed Name: Xxxxxx X Xxxxxxxx
---------------------
Title: Treasurer
----------------------------
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EXHIBIT A
TO THE
FUND ACCOUNTING SERVICING AGREEMENT - THE XXXXX GROWTH FUND, INC.,
XXXXX FUNDS, INC. AND AMERICAN EAGLE FUNDS, INC.
NAME OF SERIES
--------------
XXXXX GROWTH FUND, INC.
-----------------------
Xxxxx Growth Fund (Class A, B, C, I)
XXXXX FUNDS, INC.
-----------------
Xxxxx Opportunity Fund (Class A, B, C, I)
Xxxxx Twenty-Five Fund (Class A, B, C, I)
Xxxxx U.S. Emerging Growth Fund (Class A, B, C, I)
AMERICAN EAGLE FUNDS, INC.
--------------------------
American Eagle Capital Appreciation Fund
American Eagle Twenty Fund
A-1
EXHIBIT B
TO THE
Fund Accounting Servicing Agreement - The Xxxxx Growth Fund, Inc.,
Xxxxx Funds, Inc. and American Eagle Funds, Inc.
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FUND ACCOUNTING SERVICES
ANNUAL FEE SCHEDULE EFFECTIVE 9/1/05
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DOMESTIC EQUITY FUNDS* MULTIPLE CLASSES - Each class is an additional 25% of the
$30,000 for the first $100 million charge of the initial class
1.25 basis point on the next $200 million
.75 basis point on the balance MASTER/FEEDER FUNDS*
Each master and feeder is charged according to the schedule
DOMESTIC BALANCED FUNDS*
$33,000 for the first $100 million MULTIPLE MANAGER FUNDS*
1.5 basis points on the next $200 million Additional base fee:
1 basis point on the balance $12,000 per manager/sub-advisor per fund
DOMESTIC FIXED INCOME FUNDS* Extraordinary services - quoted separately
FUNDS OF FUNDS*
SHORT OR DERIVATIVE FUNDS* Conversion Estimate - one month's free (if necessary)
INTERNATIONAL EQUITY FUNDS*
TAX-EXEMPT MONEY MARKET FUNDS* NOTE - All schedules subject to change depending upon the
$39,000 for the first $100 million use of derivatives - options, futures, short sales, etc.
2 basis points on the next $200 million
1 basis point on the balance All fees are billed monthly plus out-of-pocket expenses,
including pricing service:
TAXABLE MONEY MARKET FUNDS* o $.15 Domestic and Canadian Equities
$39,000 for the first $100 million o $.15 Options
1 basis point on the next $200 million o $.50 Corp/Gov/Agency Bonds
1/2 basis point on the balance o $.80 CMO's
o $.50 International Equities and Bonds
INTERNATIONAL INCOME FUNDS* o $.80 Municipal Bonds
$42,000 for the first $100 million o $.80 Money Market Instruments
3 basis points on the next $200 million o $125 Per fund per month - Mutual Funds
1.5 basis points on the balance
Corporate Action Services -- waive
Waive above fees for the following: o $2.00 per equity security per month
$230,000 fund group minimum Manual Security Pricing
o $125 /month Manual Security Pricing (>10/day)
Net Assets Annual Fee Factor Services (BondBuyer)
---------- ---------- o $1.50/month - Per CMO
$170 million $300,000 o $.25 - Per Mortgage Backed
$185 million $315,000 o $300 /month-Minimum
$200 million $330,000
$225 million $345,000
$250 million $360,000
Over $250,00 6 bp
* Subject to CPI increase
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*Effective with the first day after expiration of the first twelve (12) months of service, the fees and charges set forth
in this Schedule shall be increased over the fees and charges during the previous twelve (12) months in the amount equal
to the change in the consumer Price Index for all Urban Consumers in the Milwaukee Wisconsin Metropolitan Statistical
Area, All Terms, Based 1982-1984 = 100, as last reported by the U.S. Bureau of Labor Statistics ("CPI-U"). Thereafter,
all of the fees and charges in this fee schedule (except for out-of-pocket expenses) shall increase annually upon each
anniversary of this Schedule in an amount equal to the percentage change in the CPI-U for the proceeding twelve (12)
months.
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