Exhibit XX-00.x.0.xx
AMENDMENT TO INVESTMENT COMPANY SERVICES AGREEMENT
This Amendment dated as of May 1, 2001 made by and between Xxxxxxxx
International Funds, a Delaware business trust (the "Trust") operating as a
registered investment company under the Investment Company Act of 1940, as
amended, and duly organized and existing under the laws of the State of Delaware
and PFPC Inc., f/k/a First Data Investor Services Group, Inc. ("PFPC"), a
Massachusetts corporation (the "Parties").
WITNESSETH THAT:
WHEREAS, the Parties originally entered into an Investment Company
Services Agreement dated October 1, 1997 (as amended and supplemented, the
"Agreement"), wherein PFPC agreed to provide certain services to the Trust; and
WHEREAS, the Parties wish to amend certain terms of the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
1. All references in the Agreement (including any Exhibits and Schedules
thereto) to "First Data Investor Services Group, Inc." and "Investor
Services Group" are hereby deleted and replaced with "PFPC Inc." and "PFPC"
respectively.
2. Schedule A of the Agreement "Services to be Provided by PFPC" is hereby
amended by deleting Section 4 "Services Related to Custody Administration"
thereof in its entirety.
3. Schedule B of the Agreement "Fee Schedule for Xxxxxxxx International Funds"
is hereby deleted in its entirety and replaced with the attached Schedule
B.
4. Except as specifically amended herein, and except as necessary to conform
to the intention of the parties hereinabove set forth, the Agreement shall
remain unaltered and in full force and effect and is hereby ratified and
confirmed. In the event of a conflict between the terms hereof and the
Agreement this Amendment shall control.
5. This Amendment constitutes the complete understanding and agreement of the
parties with respect to the subject matter hereof and supercedes all prior
communications with respect thereto.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
signed by their duly authorized officers as of the day and year first written
above.
Xxxxxxxx International Funds PFPC Inc.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Title: Vice President Title: Executive Vice President
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Schedule B
FEE SCHEDULE
FOR
XXXXXXXX INTERNATIONAL FUNDS
I. Accounting and Financial Administration Services
A. ASSET BASED FEES:
The following annual fee will be calculated based upon each
portfolio's average net assets and payable monthly:
.1000% of first $250 million of average net assets;
.0750% of next $250 million of average net assets;
.0500% of next $250 million of average net assets; and,
.03% of average net assets in excess of $750 million.
B. MINIMUM MONTHLY FEE:
$8,333 for each portfolio assuming no more than two classes per
portfolio. For each class in excess of two classes additional minimum
monthly fees of $250 per month per class shall paid by the Trust. The
monthly minimum fee excludes out-of-pocket expenses.
C. VOLUNTARY WAIVER OF MINIMUM MONTHLY FEE:
$4,167 waiver of the minimum monthly fee for the Japan Fund and Asia
Technology Fund for a period of one year from the agreement date such
that the minimum monthly fee is reduced to $4,166. The greater of the
reduced minimum monthly or asset based fee will be charged.
II. Transfer Agency Services
A. ACCOUNT FEE:
Annual, semi-annual dividend $10.00 per account per annum
Quarterly dividend $12.00 per account per annum
Monthly dividend $15.00 per account per annum
Daily accrual dividend $18.00 per account per annum
Inactive account $ 3.60 per account per annum
An inactive account is defined as having a zero balance with no
dividend payable. Inactive accounts are purged annually after year-end
tax reporting.
B. MONTHLY MINIMUM FEE:
$3,000 for the first class of each portfolio; $1,375 for each
additional class. The monthly minimum fee is exclusive of transaction
charges, Fund/SERV\Networking charges, and out-of-pocket expenses.
C. TRANSACTION CHARGES:
Master/Omnibus Account: $ 1.00 per purchase/redemption
Wire order desk: $ 4.00 per broker call to place transactions
New Account Opening: $ .40 per account (electronic interface)
$ 5.00 per account (paper)
12b-1 calculation: $ .25 per account per calculation
XXX/Qualified Plan processing: $12.00 per account, per annum
D. FUNDSERV/NETWORKING:
NSCC Services include any or all of the following FundSERV,
Networking, Commission Settlement, ACATS and Mutual Fund Profile.
PFPC SETUP FEE: $2,000.00 ONE TIME SETUP CHARGE PER FUND FAMILY
PFPC Transaction Fees:
FundSERV $ No charge
Networking No charge
Commission Settlement No charge
ACATS No charge
Mutual Fund Profile Service $10.00 Per month per fund/class
($100 maximum per month)
NOTE: NSCC will deduct its monthly fee (out-of-pocket expense for
settlement; wire charges, etc.) on the 15th of each month from PFPC's
cash settlement that day. PFPC will include these charges on its next
xxxx as out-of-pocket expenses.
**PLUS: out-of-pocket expense for settlements; wire charges; NSCC
pickup charges; hardware, CRT's, modems; line (if required); etc.
E. SHAREHOLDER EXPENSES (Which May be Incurred by the Fund): Billed as
incurred. Shareholder expenses include but are not limited to:
XXX/Xxxxx processing; exchange fees between funds; request for account
transcript; returned checks; lost certificate bonding; overnight
delivery as requested by the shareholder; wire fee for disbursement if
requested by the shareholder, etc.
III. Blue Sky Services
A. ANNUAL FEE:
$75 per permit, per state
IV. Out-of-Pocket Expenses
The Trust will reimburse PFPC monthly for all reasonable out-of-pocket
expenses, including telephone, postage, duplicating charges, forms,
envelopes, overnight delivery, Federal Express, mailgrams, XXXXX
filings, Blue Sky Filing fees, Fund/SERV and Networking expenses,
incoming wire charges, telecommunications, special reports, record
retention, special transportation costs, copying and sending materials
to auditors and/or regulatory agencies as incurred and approved,
hardware/phone lines for transmissions, microfilm/microfiche, wire
fees, ACH charges, exchange fee, proxies, record retention, b/c
notices, consolidated statements, account transcripts, audio response,
ad hoc reports/labels/user tapes, conversion expenses,
development/programming costs, travel expenses, training expenses and
expenses incurred at the direction of the fund, cost to obtain
independent security market quotes, cost of access to data warehouse
system, travel to/from Board meetings, NASD review fees, etc.
V. Additional Services
To the extent the Trust commences investment techniques such as
Security Lending, Swaps, Leveraging, Short Sales, Derivatives, Precious
Metals, or foreign currency futures and options, additional fees will
apply. Activities of a non-recurring nature such as shareholder
in-kinds, fund consolidations, mergers or reorganizations will be
subject to negotiation. Any additional/enhanced services, programming
requests, or reports will be quoted upon request.
VI. Allocation of Fees
Notwithstanding the foregoing, the total of all fees payable under this
Agreement shall be prorated on the basis of each series and/or class
average net assets.
