EXHIBIT h(7)
AMENDED COMBINED FEE AGREEMENT
THIS AGREEMENT is made as of this 5th of August, 2002, by and among
Ameristock Mutual Fund, Inc. ("Ameristock"), a Maryland corporation, Xxxxx Park
Series Trust ("Xxxxx Park"), a Delaware business trust, Ameristock Corporation
(the "Adviser"), a California corporation, and ALPS Mutual Funds Services, Inc.
("ALPS"), a Colorado corporation (collectively the "Parties").
WHEREAS, Ameristock and Xxxxx Park are open-end management investment
companies registered under the Investment Company Act of 1940, as amended
("Funds");
WHEREAS, the Adviser, the Funds and ALPS have entered into separate
Administration, Distribution, Fund Accounting and Telephone Service Agreements,
each of which is dated July 1, 2001, concerning the provision of management and
administrative services and fund accounting services for the investment
portfolios of the Funds;
WHEREAS, the Parties entered into a Combined Fee Agreement dated July 1,
2001 (the "Combined Fee Agreement"); and
WHEREAS, the Parties entered into separate Transfer Agency Agreements dated
August 5, 2002; and
WHEREAS, Ameristock and Xxxxx Park have entered into separate Management
Agreements with the Adviser on behalf of each Fund; and
WHEREAS, the Parties desire to set forth the compensation payable by the
Adviser under the foregoing agreements in a separate written document.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the Parties desire to amend the Combined Fee Agreement and
agree as follows:
1. The Administration, Fund Accounting, Telephone Service, and Transfer
Agency Agreements referred to herein shall be referred to collectively
as the "Service Agreements."
2. The Adviser shall pay to ALPS all of the compensation set forth herein
on the dates set forth herein.
3. The amount that is due and payable to ALPS (the "Payment") for its
services under the Service Agreements shall be computed as follows:
BASE FEE (calculated daily and payable monthly)
Greater of $225,000 minimum annual fee or:
- 8.5 basis points $0 - $500 million (total trust assets)
- 6.5 basis points $500 million - $1 billion (total trust assets)
- 4.5 basis points $1 billion - $1.5 billion (total trust assets)
- 3.5 basis points Over $1.5 billion (total trust assets)
ADDITIONAL FUNDS
Minimum fee increased by $75,000/additional fund
TRANSFER AGENCY TRANSACTIONS CHARGES (PAYABLE MONTHLY)
- Manual Trades $ 2.50
- New Account Set-Up $ 6.00
- Manual Maintenance $ 2.00
- Shareholder Correspondence $ 4.00
- Per call charge (above 1,000 calls/month) $ 1.50
OUT-OF-POCKET EXPENSES (payable monthly)
Out-of-pocket expenses include, but are not limited to, the
following: securities pricing, NASD registered representative
licensing costs, NASD filing fees, confirmation statements,
investor statements, shareholder mailings, postage, banking
services, forms, records retention, NSCC charges, customized
programming/enhancements, stationery, and other expenses which may
occur at the direction of the Fund.
4. If there is a change of control (as defined under the Investment
Company Act of 1940, as amended) of the Adviser, and the Funds seek to
terminate any of the Service Agreements, the Adviser shall pay to ALPS
a termination fee for each agreement as follows:
Fund Accounting Agreement $ 100,000
Administration Agreement $ 100,000
Transfer Agency Agreement $ 200,000
Distribution Agreement No Termination Fee
Telephone Service Agreement No Termination Fee
The termination fees described above are to be reduced pro-rata over
the initial two year term of the Service Agreements based on the
following formula:
Termination Fee X (# of days remaining in the initial term/730)
5. This Agreement shall be governed by, and its provisions shall be
construed in accordance with, the laws of the State of
Colorado.
6. This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements or understandings between parties
with respect to the subject matter herein.
7. No change, modification or waiver of any term of this Agreement shall
be valid unless it is in writing and signed by all parties hereto.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
fully executed as of the day and year first written above.
Ameristock Mutual Fund, Inc.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Xxxxx Park Series Trust
By:
--------------------------------
Name:
------------------------------
Title
------------------------------
Ameristock Corporation
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
ALPS Mutual Fund Services, Inc.
By:
--------------------------------
Name: Xxxxxx X. May
Title: Senior Vice President
3
