AMENDMENT TO SERVICES AGREEMENT
This Amendment is made as of April l, 2003, by and between Xxxxxxx Xxxxxx &
Co., Inc. ("Schwab"), a California corporation, Xxx Xxx Associates Corporation
("Fund Affiliate"), and each registered investment company ("Fund Company")
executing this Amendment on its own behalf and on behalf of each of its series
or classes of shares ("Fund(s)") which are parties to a Services Agreement
between Schwab, made as of March 16, 1994, as amended thereafter ("Services
Agreement"). This Amendment amends the Services Agreement. All capitalized terms
used in this Amendment and not defined herein shall have the same meaning
ascribed to them in the Services Agreement.
WHEREAS, Fund Parties wish Schwab to continue to perform recordkeeping,
shareholder communications, and other services on behalf of the Funds as set
forth in the Services Agreement;
WHEREAS, Schwab is willing to continue to perform such services for the
Funds on the terms and conditions set forth in the Services Agreement as amended
herein;
WHEREAS, the parties wish to amend Exhibit B to the Services Agreement to
set forth a new and different Fee rate;
WHEREAS, the parties wish to amend Schedule I to the Services Agreement;
and
WHEREAS, the parties wish to amend Section 2 and delete Schedule II to the
Services Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. Exhibit B to the Services Agreement shall be deleted in its entirety
and the Exhibit B attached hereto shall be inserted in lieu thereof.
2. Schedule I to the Services Agreement shall be deleted in its entirety
and the Schedule I attached hereto shall be inserted in lieu thereof.
3. Section 2 of the Services Agreement shall be deleted in its entirety
and the following Section 2 shall be inserted in lieu thereof.
2. FEES. For the Services, Schwab shall receive a fee (the "Fee")
from Fund Parties that shall be calculated and paid in accordance with Exhibit B
hereto.
4. Schedule II to the Services Agreement shall be deleted in its
entirety.
(continued on page 2)
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5. Except as specifically set forth herein, all other provisions of the
Services Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
XXXXXXX XXXXXX & CO., INC. XXX XXX FUNDS
By: /s/ Xxxxxx Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxx --------------------------
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Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx
Senior Vice President --------------------------
Asset Management Strategic Alliances Title: Secretary
--------------------------
Date: 7/1/03 Date: 6/27/03
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XXX XXX ASSOCIATES CORPORATION
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: VP & Secretary
-----------------------------------
Title: Xxxxxx Xxxxxx
-----------------------------------
Date: 6/27/03
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SCHEDULE I
TO THE SERVICES AGREEMENT
Fund Companies/Funds Effective Date
-------------------- --------------
Xxx Xxx Funds
Xxx Xxx Asia Dynasty Fund, Class A 3/16/94
Xxx Xxx Global Hard Assets Fund, Class A 12/2/94
Xxx Xxx Global Leaders Fund, Class A 3/16/94
Xxx Xxx International Gold Fund, Class A 3/16/94
Xxx Xxx Mid Cap Value Fund, Class A 9/15/98
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EXHIBIT B
CALCULATION OF FEE
1. The following terms shall have the meanings defined below:
a. "DAILY VALUE" shall mean the Net Asset Value ("NAV") reported by
such Fund to Schwab through the NSCC's Mutual Fund Profile Service (the "Profile
Service") or, if the NAV is not available through the Profile Service, through
the National Association of Securities Dealers, Inc. Automated Quotation System
or other mutually agreeable means.
b. "EXCLUDED SHARES" shall mean (i) shares of a Fund held by MFMP
investors prior to the effective date of this Agreement as to the Fund, (ii)
shares of a Fund first held by MFMP investors after the termination of this
Agreement as to the Fund (except for Pre-Termination Shares resulting from
reinvested dividends or capital gains under Section 14(c) of this Agreement),
and (iii) shares of a Fund that are governed solely by the Operating Agreement.
c. "QUALIFYING SHARES" shall mean all shares of a Fund held by MFMP
investors, except for Excluded Shares.
d. "QUALIFYING SHARES FEE RATE" shall mean 40 basis points per
annum.
2. a. The Fee shall be calculated each month by multiplying the average
Daily Value of Qualifying Shares for the month multiplied by the Qualifying
Shares Fee Rate. The minimum Fee for each Fund designated "MIN" on Schedule I
shall be $2,000 per month, commencing with the first full month and ending with
the last full month such Fund is effective under this Agreement. The Fee shall
be billed monthly in arrears and paid in accordance with Section 5 below.
b. Notwithstanding the foregoing, with respect to any Fund that is
no longer available for purchase by MFMP investors on April 1, 2003, the
Qualifying Shares Fee Rate shall be 35 basis points per annum (each a "Closed
Fund"). In the event a Closed Fund reopens for purchases anytime after April 1,
2003, the Qualifying Shares Fee Rate, effective as of the date such Closed Fund
reopens for purchases, shall be the Qualifying Shares Fee Rate as set forth in
Section 1.d. above and shall be calculated as set forth in Section 2.a. above.
3. For purposes of calculating the Fee pursuant to this Exhibit, no
adjustments will be made to the NAV for any Fund to correct errors in the NAV
reported for any day unless such error is corrected and the corrected NAV is
reported to Schwab before 8:00 p.m. Eastern time on the first Business Day after
the day to which the error relates. Further, no adjustments shall be made to the
total Fee for a given month due to data errors resulting from reverse splits.
4. At the request of Fund Parties, Schwab shall provide, on each Business
Day, a statement detailing the aggregate Daily Value of Qualifying Shares of
each Fund and the estimated amount of the Fee for such day. As soon as
practicable after the end of the month, Schwab shall also provide to Fund
Parties an invoice for the amount of the Fee due for each Fund. In the
calculation of such Fee, Xxxxxx'x records shall govern unless an error can be
shown in the number of shares used in such calculation.
5. The Fee is due and payable by Fund Parties upon receipt of the invoice
setting forth the Fee. Payment shall be made by wire transfer. Such wire
transfer shall be separate from wire transfers of redemption proceeds or
distributions under the Operating Agreement.
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