AMENDMENT TO TRANSFER AGENCY AGREEMENT
This Amendment to the Transfer Agency Agreement ("Amendment") is made as
of June 1, 2006, by and between The Xxxxx Advantage Funds (the "Trust"), an Ohio
business trust, and Integrated Investment Services, Inc., an Ohio corporation
(formerly Integrated Fund Services, Inc.) ("Integrated").
WHEREAS, Integrated furnishes services to the Trust pursuant to a First
Amended and Restated Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency Agreement dated as of May 31, 2002 by and between Integrated and the
Trust (the "Transfer Agency Agreement"); and
WHEREAS, as of June 1, 2006, the name of Integrated has been changed from
Integrated Fund Services, Inc. to Integrated Investment Services, Inc.; and
WHEREAS, Integrated and the Trust have agreed to revise the fee paid by
each series of the Trust to Integrated pursuant to the Transfer Agency Agreement
and to extend the term of the Transfer Agency Agreement;
NOW, THEREFORE, in accordance with Paragraph 38 of the Transfer Agency
Agreement, the parties hereto, intending to be legally bound, agree to amend the
Transfer Agency Agreement as follows:
1. The Transfer Agency Agreement is hereby amended to delete Paragraph 26
of the Transfer Agency Agreement in its entirety and to replace it with the
following:
"COMPENSATION.
For the performance of Integrated's obligations under this
Agreement, the First Amended and Restated Accounting Services Agreement
and the First Amended and Restated Administration Agreement between the
parties (collectively, the "Service Agreements"), the Trust shall pay
Integrated, on the first business day following the end of each month, a
monthly fee in accordance with the schedule attached as Schedule A."
2. The attached Schedule A shall be the Schedule A to the Transfer Agency
Agreement referred to in the preceding paragraph, and shall be substituted for
Schedule A in the Transfer Agency Agreement.
3. The Transfer Agency Agreement is hereby amended to delete the name of
Integrated Fund Services, Inc. referred to in the Transfer Agency Agreement, and
replace it with Integrated Investment Services, Inc.
4. The term of the Transfer Agency Agreement is hereby extended through
June 30, 2008.
5. In all other respects, the Transfer Agency Agreement is unchanged and
shall remain in fu11 force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers, effective as of the day
and year first above written.
THE XXXXX ADVANTAGE FUNDS
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, President
INTEGRATED INVESTMENT SERVICES, INC.
By: /s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx, President
SCHEDULE A
a. For the performance of Integrated's obligations under the First Amended
and Restated Administration Agreement, the First Amended and Restated Accounting
Services Agreement and the First Amended and Restated Transfer, Dividend
Disbursing, Shareholder Service and Plan Agency Agreement, in each case between
Integrated and the Trust (collectively, the "Service Agreements"), the Trust
shall pay Integrated, on the first business day following the end of each month,
a fee (based on average daily net assets) computed and accrued daily and paid
monthly at the following annual rates:
0.13% of average daily net assets up to and including $500 million; plus
0.10% of average daily net assets from $500 million up to and including
$750 million; plus 0.075% of average daily net assets over $750 million.
b. The Trust shall pay Integrated a minimum annual fee of $600,000
($50,000 per month) during the term of the Service Agreements for all Funds of
the Trust other than Funds that are in their first year of operations ("New
Funds"). During a New Fund's first year of operations, the New Fund's average
daily net assets will be excluded from the fee calculation for purposes of the
minimum annual fee, and the fee applicable to the New Fund (if the minimum fee
is in effect for the other Funds) shall be calculated by multiplying the New
Fund's average daily net assets times the lowest marginal annual rate described
above that is applicable to the Trust's average daily net assets for the period
(including the assets of the New Fund). For example, if the Trust's average
daily net assets are $550 million, the annual fee for a New Fund would be 0.10%
of its average daily net assets.
c. The asset-based fee above includes up to 20,000 shareholder accounts.
Above 20,000 accounts, Integrated will charge an annual per account fee of
$22.00 for each open retail class and $18.00 for each XXXX Xxxxx 0 account The
annual fee for each closed account ($0 balance and pending an IRS filing or
annual account purge) is $7.00.
d. In addition to the above fee schedules, Integrated will xxxx the Trust
for ordinary and necessary out-of-pocket charges associated with the provision
of services by Integrated under the Service Agreements, including without
limitation securities pricing costs, shareholder record-keeping, reporting and
communication, customized software or systems and legal services outside of the
context of daily fund administration, compliance or regulatory responsibilities.
e. For New Funds (including the Mid-Cap Fund), Integrated will be paid by
the investment adviser to the Trust a one-time development fee of $10,000 to
start each New Fund (up to 3 classes) and $5,000 to start each new additional
class above 3.
f. Each Fund will be allocated its pro rata share, based on average daily
net assets, of the asset-based fees payable by the Trust pursuant to this
Schedule; provided however, that the Balanced: Golden Rainbow Fund will pay no
more than it would have paid under the fee schedules in effect under the Service
Agreements for the first 11 months of the fiscal year ending June 30, 2006 (the
"Current Fee Schedules"). If the proviso in the preceding sentence applies, each
of the remaining Funds (other than New Funds) will be allocated its pro rata
share, based upon average daily net assets, of the remainder of the fees (after
the Golden Rainbow fee is deducted), and each New Fund will be allocated the fee
calculated as described above in Paragraph b of this Schedule. For purposes of
the proviso, Integrated will calculate the Golden Rainbow fee under the Current
Fee Schedules, using the average daily net assets, number of accounts and other
factors (if any) in effect at the time of the calculation (for example, it will
include transfer agency agreement charges on a per account basis). The above
calculation applies to asset based fees only, and thus excludes account-based
charges (such as charges for accounts above 20,000 and for closed accounts) and
all out-of-pocket charges. Each excluded charge is allocated directly to the
Fund that incurs the charge.
