EXHIBIT 99-5(b)(3)
Amendments No. 1 to the Service Agreement
between Xxxxx Xxxxxxx Investment Company
and Xxxxx Xxxxxxx Company
Amendment No. 1 as of this 1st day of July, 1992 to the Service Agreement
dated May 1, 1987 (the "Agreement") between Xxxxx Xxxxxxx Investment Company, a
Massachusetts business trust (the "Trust") and Xxxxx Xxxxxxx Company, a
Washington corporation (hereinafter "Company").
WHEREAS, the Trust is a diversified management investment company
registered under the Investment Company Act of 1940 ("1940 Act") offering shares
of nineteen investment funds with different investment objective and policies
("Sub-Trust"); and
WHEREAS, Company is registered as an investment advisor under the
Investment Advisors Act of 1940, and prepares and provides to clients,
statistical, financial, tax, and analytical reports and information concerning
their investment portfolios; and
WHEREAS, Company furnishes Portfolio Verification System ("PVS") services
to clients providing accounting and tax status information on assets held by the
client; and
WHEREAS, the Company and the Trust desire to change the level of PVS
services provided to the single currency (Domestic) funds, resulting in a
reduction of the aggregate amount of fees payable for such services by the
funds; and
WHEREAS, the Corporation and the Trust desire to increase the aggregate
amount of fees payable by the multi-currency (International) funds to more
accurately reflect the cost of providing services to such funds; and
WHEREAS, the staff of the U.S. Securities and Exchange Commission has
revised its views on service agreements and no longer requires shareholder
action to approve, amend or renew such service agreements; and
WHEREAS, at the meeting held on June 22, 1992, the Trustees approved the
service and fee changes for the single currency and multi-currency funds above
described and amended the renewal section of the Service Agreement to reflect
the SEC's current position on the approval, amendment and renewal of service
agreements;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, it is hereby agreed that Section 2, and Section 4, Paragraphs
A, B, and C, of the Agreement are hereby amended and restated to read as
follows:
2. Fees for Company's Services. For the Company's services the Trust
agrees to pay, effective July 1, 1992, the following fees within ten
(10)
days after its receipt of the Company's calendar quarter end billing
statement. Annual fees are billed quarterly on a prorated basis. Fees
shall be prorated on a monthly basis for any quarterly period during
which a portfolio is not receiving PVS services, or assets have not
been assigned to an investment manager for inclusion in the AIM report
with the minimum charge to the Fund being the minimum quarterly fee
(1/4 annual minimum fee).
Single Currency
---------------
Equity (including real estate equity)
------
Base Fee $1,500 per portfolio, per year
Transaction Charge $0.10 per transaction
Holdings Charge $1.80 per holding, per year
Annual minimum charges as follows:
Diversified Equity Fund $25,000
Equity I Fund $25,000
Equity II Fund $15,000
Special Growth Fund $15,000
Equity III Fund $12,000
Equity Income Fund $12,000
Equity Q Fund $23,000
Quantitative Equity Fund $23,000
Real Estate Securities Fund $ 5,000
Any additional US equity fund will be billed using the
same fee schedule, with a $20,000 annual minimum fee.
Fixed Income
------------
Base Fee $2,500 per portfolio, per year
Transaction Charge $2 per transaction
Holdings Charge $12 per holding, per year
Annual minimum charges as follows:
Diversified Bond Fund $31,000
Fixed Income I Fund $31,000
Fixed Income II Fund $22,000
Volatility Constrained Bond Fund $22,000
Any additional fixed income funds will be billed using
the same fee schedule, with a $25,000 annual minimum fee.
Master Holding
--------------
Base Fee $500 per portfolio, per year
Transaction Charge charged according to asset class
Holdings Charge charged according to asset class
2
Multi-Currency
--------------
Portfolio Verification Service
------------------------------
Base Fee $14,000 per portfolio, per year
Transaction Charge $3 per transaction
Holdings Charge $24 per holding, per year
Billing includes a minimum annual fee of $290,000
Analysis of International Management (AIM)
------------------------------------------
Base Fee $2,500 per portfolio, per year*
$5,000 per portfolio, per year**
* Data supplied electronically from Xxxxxxx'x
Portfolio Verification service
** Data supplied by investment advisor or global
custodian
Fee schedule includes annual adjustment no greater than CPI.
4. Renewal and Termination.
------------------------
A. This Agreement shall continue in effect for one year from the
effective date of this amended and restated Agreement, July 1,
1992, and thereafter shall continue in effect from year to year
if such continuance is approved annually by the Board of Trustees
of the Trust.
B. This Agreement:
(1) may at any time be terminated without the payment of any
penalty either by vote of the Board of Trustees of the Trust
on 60 days written notice to the Company;
(2) shall immediately terminate in the event of its assignment;
and
(3) may be terminated by the Company on 60 days written notice
to the Trust.
C. As used in this Section 4, the terms of "assignment", and
"interested person" shall have the meanings set forth for any
such terms in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by the officers designated below as of the day and year first above
written.
ATTEST: XXXXX XXXXXXX INVESTMENT COMPANY
By: /s/ Xxxxxx X. Early By: /s/ Xxxx X. Xxxxxxxx
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Xxxxxx X. Early Xxxx X. Xxxxxxxx, President
ATTEST: XXXXX XXXXXXX COMPANY
By: /s/ Xxxx X. Xxx By: /s/ Xxxxxxx X.X. Xxxxxxxx
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Xxxx X. Xxx Xxxxxxx X.X. Xxxxxxxx, President
