Exhibit 9(c)
ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT, dated as of the 31st day of March, 1993 made by and between
The Xxxxxxxx Funds, Inc. (the "Funds") a corporation operating as an open-end
management investment company, duly organized and existing under the laws of the
State of Maryland, and Fund/Plan Services, Inc. (the "Company") a corporation
duly organized and existing under the laws of the State of Delaware.
WlTNESSETH THAT:
WHEREAS, the Fund consists of a series of Funds, at present namely:
Xxxxxxxx Small-Cap Yield Fund; and
WHEREAS, the Fund desires to appoint the Company as its Accounting Services
Agent to maintain and keep current the books, accounts, records, journals or
other records of original entry relating to the business of the Fund as set
forth in Section 2 of this Agreement (the Accounts and Records) and to perform
certain other functions in connection with such accounts and records; and
WHEREAS, the Company is willing to perform such functions upon the terms
and conditions set forth below; and
WHEREAS, the Fund will cause to be provided certain information to the
Company as set forth below; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. For purposes of this Agreement, the terms Oral Instructions and
Written Instructions shall mean:
Page 1
Oral Instructions: The term Oral Instruction shall mean an authorization,
instruction, approval, item or set of data, or information of any kind
transmitted to the Company in person or by telephone, telegram, telecopy, or
other mechanical or documentary means lacking a signature, by a person or
persons believed in good faith by the Company to be a person or persons
authorized by a resolution of the Board of Directors of the Fund, to give Oral
Instructions on behalf of the Fund.
Written Instructions: The term Written Instruction shall mean an
authorization, instruction, approval, item or set of data or information of any
kind transmitted to the Company in original writing containing original
signatures or a copy of such document transmitted by telecopy including
transmission of such signature believed in good faith by the Company to be the
signature of a person authorized by a resolution of the Board of Directors of
the Fund to give Written Instructions on behalf of the Fund.
The Fund shall file with the Company a certified copy of each resolution of
its Board of Directors authorizing execution of Written Instructions or the
transmittal of Oral Instructions as provided above.
Section 2. To the extent it receives the necessary information from the
Fund or its agents by Written or Oral Instructions, the Company shall maintain
and keep current the following Accounts and Records relating to the business of
the Fund, in such form as may be mutually agreed to between the Fund and the
Company:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid and Payable Schedule
(d) Purchase and Sales Journals - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers - Transaction Report and Tax Lot Holdings Report
(g) Broker Ledger - Commission Report
2
(h) Daily Expense Accruals
(i) Daily Interest Accruals
(j) Daily Trial Balance
(k) Portfolio Interest Receivable and Income Journal
(l) Portfolio Dividend Receivable and Income Register
(m) Listing of Portfolio Holdings - showing cost, market value and
percentage of portfolio comprised of each security.
The necessary information to perform the above functions and the
calculation of the Fund's net asset value as provided below, is to be furnished
by Written or Oral Instructions to the Company daily (in accordance with the
time frame identified in Section 7) prior to the close of trading on the New
York Stock Exchange.
Section 3. The Company shall perform the ministerial calculations necessary
to calculate the Fund's net asset value daily, in accordance with the Fund's
current Prospectus and utilizing the information described in this Section.
Portfolio items for which market quotations are available by the Company's use
of an automated financial information service ("Service") shall be based on the
closing prices of such Service except where the Fund has given or caused to be
given specific Written or Oral Instructions to Utilize a different value. All of
the portfolio securities shall be given such values as the Fund provides by
Written or Oral Instructions including all restricted securities and other
securities requiring valuation not readily ascertainable solely by such Service.
The Company shall have no responsibility or liability for the accuracy of prices
quoted by such Service; for the accuracy of the information supplied by the
Fund; or for any loss, liability, damage, or cost arising out of any inaccuracy
of such data. The Company shall have no responsibility or duty to include
information or valuations to be provided by the Fund in any computation unless
and until it is timely supplied to the Company in usable form.
Section 4. For all purposes under this Agreement, the Company is authorized
to act upon receipt of the first of any Written or Oral Instruction it receives
from the Fund or its agents on behalf of the Fund. In cases where the first
instruction is an Oral Instruction that is not in the
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form of a document or written record, a confirmatory Written Instruction or Oral
Instruction in the form of a document or written record shall be delivered, and
in cases where the Company receives an Instruction, whether Written or Oral, to
enter a portfolio transaction on the records, the Fund shall cause the
broker/dealer to send a written confirmation to the Company. The Company shall
be entitled to rely on the first Instruction received, and for any act or
omission undertaken in compliance therewith shall be free of liability and fully
indemnified and held harmless by the Fund, provided however, that in the event a
Written or Oral Instruction received by the Company is countermanded by a timely
later Written or Oral Instruction received by the Company prior to acting upon
such countermanded Instruction, the Company shall act upon such later Written or
Oral Instruction. The sole obligation of the Company with respect to any follow-
up or confirmatory Written Instruction, Oral Instruction in documentary or
written form, or broker/dealer written confirmation shall be to make reasonable
efforts to detect any such discrepancy between the original Instruction and such
confirmation and to report such discrepancy to the Fund. The Fund shall be
responsible, at the Fund's expense, for taking any action, including any
reprocessing, necessary to correct any discrepancy or error, and to the extent
such action requires the Company to act the Fund shall give the Company specific
Written Instruction as to the action required.
Section 5. The Fund shall cause the Fund's Custodian to forward to the
Company a daily statement of cash and portfolio transactions and, at the end of
each month, the Fund shall cause the Fund's Custodian to forward to the Company
a monthly statement of portfolio transactions, which will be reconciled with the
Company's Accounts and Records maintained for the Fund. The Company will report
any discrepancies to the Custodian, and report any unreconciled items to the
Fund.
Section 6. The Company shall promptly supply daily and periodic reports of
the Fund as requested by the Fund and agreed upon by the Company.
Section 7. The Fund shall provide and shall require each of its agents
(including without limitation its Transfer Agent and its Custodian) to provide
the Company as of the close of each
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business day, or on such other schedule as the Fund determines is necessary,
with Written or Oral Instructions (to be delivered to the company by 11:00 AM
Eastern Time the next following business day) containing all data and
information necessary for the Company to maintain the Fund's Accounts and
Records and the Company may conclusively assume that the information it receives
by Written or Oral Instructions is complete and accurate. The Fund is
responsible to provide or cause to be provided to the Company reports of share
purchases, redemptions, and total shares outstanding on the next business day
after each net asset valuation.
Section 8. The Accounts and Records, in the agreed upon format, maintained
by the Company shall be the property of the Fund, and shall be made available to
the Fund promptly upon request and shall be maintained for the periods
prescribed in Rule 31a-2 under the Investment Company Act of 1940, as amended.
The Company shall assist the Fund's independent auditors, or upon approval of
the Fund, or upon demand, any regulatory body, in any requested review of the
Fund's Accounts and Records but shall be reimbursed for all expenses and
employee time invested in any such review of the Fund's Accounts and Records
outside of routine and normal periodic review and audits. Upon receipt from the
Fund of the necessary information, the Company shall supply the necessary data
for the Fund or accountant's completion of any necessary tax returns,
questionnaires, periodic reports to Shareholders and such other reports and
information requests as the Fund and the Company shall agree upon from time to
time.
Section 9. In case of any request or demand for the inspection of the Share
records of the Fund, Company, as Accounting Services Agent, shall endeavor to
notify the Fund and to secure instructions as to permitting or refusing such
inspection. However, Company may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure to do
so.
Section 10. The Company and the Fund may from time to time adopt such
procedures as they agree upon in writing, and the Company may conclusively
assume that any procedure approved by the Fund or directed by the Fund, does not
conflict with or violate any
5
requirements of its Prospectus, Articles of Incorporation, By-Laws, or any rule
or regulation of any regulatory body or governmental agency. The Fund shall be
responsible for notifying the Company of any changes in regulations or rules
which might necessitate changes in the Company's procedures, and for working out
with the Company such changes.
Section 11. (a) The Company, its directors, officers, employees,
shareholders, and agents shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
performance of this Agreement, except losses resulting from willful misfeasance,
bad faith or gross negligence on the part of the Company in the performance of
its obligations and duties under this Agreement.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of the Company, who may be or become an officer, trustee,
employee or agent of the Fund, shall be deemed, when rendering services to the
Fund or acting on any business of the Fund (other than services or business in
connection with the Company's duties hereunder), to be rendering such services
to or acting solely for the Fund and not as a director, officer, employee,
shareholder or agent of, or one under the control or direction of the Company
even though paid by it.
(c) Notwithstanding any other provision of this Agreement, the
Fund shall indemnify and hold harmless the Company, its directors, officers,
employees, shareholders and agents from and against any and all claims, demands,
expenses and liabilities (whether with or without basis in fact or law) of any
and every nature which the Company may sustain or incur or which may be asserted
against the Company by any person by reason of, or as a result of: (i) any
action taken or omitted to be taken by the Company in good faith hereunder; (ii)
in reliance upon any certificate, instrument, order or stock certificate or
other document reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized person, upon the Oral
Instructions or Written Instructions of an authorized person of the Fund or upon
the opinion of legal counsel for the Fund or its own counsel; or (iii) any
action taken or omitted to be taken by the Company in connection with its
6
appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended, or repealed. However, indemnification under this
subparagraph shall not apply to actions or omissions of the Company or its
directors, officers, employees, shareholders, or agents in cases of its or their
own negligence, willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
(d) The Company shall give written notice to the Fund within
ten (10) business days of receipt by the Company of a written assertion or claim
of any threatened or pending legal proceeding which may be subject to this
indemnification. However, the failure to notify the Fund of such written
assertion or claim shall not operate in any manner whatsoever to relieve the
Fund of any liability arising from this Section or otherwise, except to the
extent failure to give notice prejudices the Fund.
(e) For any legal proceeding giving rise to this
indemnification, the Fund shall be entitled to defend or prosecute any claim in
the name of the Company at its own expense and through counsel of its own
choosing if it gives written notice to the Company within ten (10) business days
of receiving notice of such claim. Notwithstanding the foregoing, the Company
may participate in the litigation at its own expense through counsel of its own
choosing. If the Fund does choose to defend or prosecute such claim, then the
parties shall cooperate in the defense or prosecution thereof and shall furnish
such records and other information as are reasonably necessary.
(f) The Fund shall not settle any claim without the Company's
express written consent which shall not be unreasonably withheld. The Company
shall not settle any claim without the Fund's express written consent which
shall not be unreasonably withheld.
Section 12. All financial data provided to, processed by, and reported by
the Company under this Agreement shall be stated in United States dollars. The
Company shall have no obligation to convert to, equate, or deal in foreign
currencies or values, and expressly assumes
7
no liability for any currency conversion or equation computations relating to
the affairs of the Fund.
Section 13. The Fund agrees to pay Company compensation for its services
and to reimburse it for expenses, as set forth in Schedule A attached hereto, or
as shall be set forth in amendments to such Schedule approved by the Fund and
the Company. The Fund authorizes the Company to debit the Fund's Custody account
for invoices which are rendered for the services performed for the accounting
agent function. The invoices for the service will be sent to the Fund after the
debiting with the indication that payment has been made.
Section 14. Nothing contained in this Agreement is intended to or shall
require the Company, in any capacity hereunder, to perform any functions or
duties on any holiday, day of special observance or any other day on which the
New York Stock Exchange is closed. Functions or duties normally scheduled to be
performed on such days shall be performed on, and as of, the next succeeding
business day on which the New York Stock Exchange is open. Not withstanding the
foregoing, the Company shall compute the net asset value of the Fund on each day
required pursuant to Rule 22c-1 promulgated under the Investment Company Act of
1940, as amended.
Section 15. (a) The term of this Agreement shall be for a period of two (2)
years, commencing on the date hereof and shall continue in force from year to
year thereafter, but only so long as such continuance is approved, (1) by the
Company, (2) by vote, cast in person at a meeting called for the purpose, of a
majority of the Fund's Directors who are not parties to this Agreement or
interested persons (as defined in the Act) of any such party, and (3) by vote of
a majority of the Fund's Board of Directors or a majority of the Fund's
outstanding voting securities.
(b) The fee schedule will be fixed for the initial two (2) year period
from the date of the Agreement. After the initial two (2) year period, the fee
will be subject to annual review.
8
(c) The Fund or the Company may give written notice to the other of
the termination of this Agreement, such termination to take effect at the time
specified in the notice, not less than one hundred twenty (120) days after the
giving of the notice. Upon the effective termination date, the Fund shall pay to
the Company such compensation as may be due as of the date of termination and
shall likewise reimburse the Company for any out-of-pocket expenses and
disbursements reasonably incurred by the Company to such date.
(d) In the event that in connection with termination of this Agreement
a successor to any of the Company's duties or responsibilities under this
Agreement is designated by the Fund by written notice to the Company, the
Company shall, promptly upon such termination and at the expense of the Fund,
transfer all Required Records and shall cooperate in the transfer of such duties
and responsibilities.
(e) The Fund acknowledges that in order for the Company to perform the
services contemplated hereunder, Company has made and will make significant
investments of time and money. If this Agreement is terminated for reasons other
than a material breach by the Company prior to the expiration of the initial
term of this Agreement, the Fund will pay the Company twenty percent (20%) of
the minimum fees remaining for the unexpired term of the Agreement.
Section 16. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement shall be in writing, and shall be delivered in person or sent by first
class mail, postage prepaid to the respective parties as follows:
If to the Fund:
The Xxxxxxxx Funds, Inc.
000 X. Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx, Chairman
9
If to the Company:
Fund/Plan Services, Inc.
0 Xxxx Xxx Xxxxxx Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx, Senior Vice President
Section 17. This Agreement may be amended from time to time by supplemental
agreement executed by the Fund and the Company and the compensation stated in
Schedule A attached hereto may be adjusted accordingly as mutually agreed upon.
Section 18. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
Section 19. This Agreement sets form the entire understanding of the
parties with resect to the provisions contemplated hereby, and supersedes any
and all prior agreements, arrangements and understandings relating to such
services.
Section 20. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original agreement but such counterparts
shall together constitute but one and the same instrument.
10
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized officers and their corporate seals hereunto duly affixed
and attested, as of the day and year first above written:
ATTEST THE XXXXXXXX FUNDS, INC.
/s/ Xxxxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxxxx
--------------------- ---------------------
Name:Xxxxx X. Xxxxxxxx
-----------------
Title:Chairman
--------
ATTEST FUND/PLAN SERVICES, INC.
/s/ Xxxxxxx Xxxxx Xxxxxx By:/s/Xxxxx X. Xxxx
------------------------ ----------------
By: Xxxxx X. Xxxx
Title: Senior Vice President
SCHEDULE A
ACCOUNTING & PORTFOLIO VALUATION SERVICES
FOR
THE XXXXXXXX FUNDS, INC.
Xxxxxxxx Small-Cap Yield Fund
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The Accounting Services Unit (ASU) is pleased to provide a comprehensive
level of service to The Xxxxxxxx Funds, Inc. You may expect standard services as
follows (additional services may be completed upon request):
Daily Accounting Services
-------------------------
1) Calculate Net Asset Value (and Offering Price) Per Share:
---------------------------------------------------------
Update the daily market value of securities held by the Fund using
Fund/Plan Services' standard agents for pricing domestic equity,
bond and foreign securities. The standard domestic equity pricing
service is Quotron Systems, Inc. and Xxxxxx Data Corporation is used
for bond and foreign paces.
If necessary, enter manual paces supplied by client and/or broker.
Prepare NAV proof sheet. Review components of change in NAV for
reasonableness.
Review variance reporting on-line and in- hard copy for price changes
in individual securities using variance levels established by
client. Verify US dollar security prices
exceeding variance levels by notifying client and pricing sources of
noted variance.
Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement.
Communicate required pricing information (NAY/POP) to client,
Transfer Agent and, electronically, to NASDAQ.
2) Determine and Report Cash Availability to Fund by 9:30 AM Eastern
-----------------------------------------------------------------
Time:
-----
Receive daily cash and transaction statements from the Custodian
by 8:30 AM Eastern time.
Receive previous day shareholder activity reports from the
Fund's Transfer Agent by 8:30 AM Eastern time.
Fax hard copy Cash Availability calculations with all details to
client.
Supply client with 5-day cash projection report.
Prepare and complete daily bank cash reconciliations including
documentation of any reconciling items and notify the
custodian/client.
Accounting & Portfolio Valuation Services - Page #2
The Xxxxxxxx Funds, Inc.
Xxxxxxxx Small Cap Yield Fund
3) Reconcile and Record All Daily Expense Accruals:
------------------------------------------------
Accrue expenses based on client supplied budget either as
percentage of Fund's net assets or specific dollar amounts.
If applicable, monitor expense limitations established by
client.
If applicable, accrue daily amortization of Organizational
Expense.
If applicable, complete daily accrual of 12(b)1 expenses.
4) Verify and Record All Daily Income Accruals for Debt Issues:
------------------------------------------------------------
Review and verify all system generated Interest and Amortization
reports.
Establish unique security codes for bond issues to permit
segregated Trial Balance income reporting.
5) Monitor Domestic Securities Held for Cash Dividends, corporate
----------------------------------------------------
actions and capital changes such as splits, mergers, spinoffs, etc. and
process appropriately.
Monitor electronically received information from Xxxxxx Data
Corporation for all domestic securities.
Review current daily security trades for dividend activity.
Interface with custodian to monitor timely collection and
postings of corporate actions, dividends and interest.
6) Enter All Security Trades on Investment Accounting System (IAS) based
---------------------------------------------------------------
on written instructions from the client or custodian.
Review system verification of trade and interest calculations.
Verify settlement through the Custodian statements.
Maintain security ledger transaction reporting.
Maintain tax lot holdings.
Determine realized gains or losses on security trades.
Provide complete broker commission reporting.
7) Enter All Fund Share Transactions on IAS:
-----------------------------------------
Process activity identified on the Transfer Agent reports.
Verify settlement through the Custodian statements.
Reconcile to the Fund/Plan Services' Transfer Agent report
balances.
Accounting & Portfolio Valuation Services - Page #3
The Xxxxxxxx Funds, Inc.
Xxxxxxxx Small-Cap Yield Fund
8) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
----------------------------------------------------------------
(listing all asset, liability, equity, income and expense accounts)
Post manual entries to the general ledger.
Post custodian bank activity.
Post shareholder and security transactions.
Post and verify system generated activity, i.e., income and
expense accruals.
Prepare general ledger net cash proof used in NAV calculation.
9) Review and Reconcile With Custodian Statements:
-----------------------------------------------
Verify all posted interest, dividends, expenses, and shareholder
and security payments/receipts, etc. (Discrepancies will be reported
to and resolved by the Custodian.)
Post all cash settlement activity to the Trial Balance.
Reconcile to ending cash balance accounts.
Clear IAS subsidiary reports with settled- amounts.
Track status of past due items and failed trades handled by the
Custodian.
10) Submission of Daily Accounting Reports to Client: (Additional
-------------------------------------------------
reports readily available.)
Trial Balance
Portfolio Valuation (listing inclusive of holdings, costs,
market values, unrealized appreciation/depreciation and percentage
of portfolio composed of each security).
NAV Calculation Report
Cash Availability
5-Day Cash Projection Report
Monthly Accounting Services
---------------------------
1) Full Financial Statement Preparation (automated Statements of Assets
------------------------------------
and Liabilities, of Operations and of Changes in Net Assets) and
submission to client by 10th business day.
2) Submission of Monthly Automated IAS Reports to Fund/Client:
-----------------------------------------------------------
Security Purchase/Sales Journal
Interest and Maturity Report
Brokers Ledger (Commission Report)
Security Ledger Transaction Report with Realized Gains/Losses
Security Ledger Tax Lot Holdings Report
Additional reports available upon request
Accounting & Portfolio Valuation Services - Page #4
The Xxxxxxxx Funds, Inc.
Xxxxxxxx Small-Cap Yield Fund
3) Reconcile Accounting Asset Listing to Custodian Asset Listing:
--------------------------------------------------------------
Report any security balance discrepancies to the custodian/client.
4) Provide Monthly Analysis and Reconciliation of Additional Trial
---------------------------------------------------------------
Balance Accounts, such as:
-----------------
Security cost and realized gains/losses
Interest/dividend receivable and income
Payable/receivable for securities purchased and sold
Payable/receivable for fund shares; issued and redeemed
Expense payments and accruals analysis
5) If Appropriate, Prepare and Submit to Client:
---------------------------------------------
SEC yield- reporting (non-money market funds with domestic and
ADR securities only).
Income by state reporting
Standard Industry Code Valuation Report
Alternative Minimum Tax Income segregation schedule
Annual (and Semi-Annual) Accounting Services
--------------------------------------------
1) Assist and supply auditors with schedules supporting securities and
shareholder transactions, income and expense accruals, etc. during the
year in accordance with standard audit assistance requirements.
2) Provide NSAR Reporting (Accounting Questions):
If applicable, answer the following items:
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53, 55, 62, 63,
64B, 71, 72, 73, 74, 75, 76
FEE SCHEDULE SCHEDULE B
FOR
THE XXXXXXXX INC.
Xxxxxxxx Small-Cap Yield Fund
(All fees are fixed for a period of two (2)
years from the effective date of the Fund.)
--------------------------------------------------------------------------------
FUND ACCOUNTING AND PORTFOLIO VALUATION SERVICES (Investments in U.S.Dollar
------------------------------------------------
Denominated Securities Only)
I. Annual Fee Schedule: (1/12th payable monthly)
-------------------
The fees for the services described in Schedule A shall be $20,000 per
annum.
II. Pricing Service Fees: (Based on individual cusip or security
--------------------
identification numbers.)
Xxxxxx Data Corporation *
*Based on current vendor costs, subject to change.
GNMA Quotes $ .25 per Quote per Bond
Government/Corporate Quotes $ .50 per Quote per Bond
Tax-Exempt Short & Long Term Quotes $ .55 per Quote per Bond
Tax-Exempt Variable Rate Change Info $ .55 per Rate Change per
Issue
(Assumes a Minimum Weekly File Transmission)
There will be no charge for the domestic dividend and capital change
information transmitted daily to Fund/Plan Services from Xxxxxx Data
Corporation.
Quotron Systems, Inc.
There will be no charge for the domestic security prices supplied by
Quotron Systems, Inc.
Fee Schedule- Page #2
The Xxxxxxxx Funds. Inc.
Xxxxxxxx Small-Cap Yield Fund
--------------------------------------------------------------------------------
Telerate Systems, Inc. *
* Based on current vendor costs, subject to change.
Specific costs will be identified based upon options selected by the
client and will be billed monthly.
II. Yield Calculation: (if applicable)
-----------------
Provide up to 12 reports per year to reflect the yield calculations for
non-money market funds required by the SEC. $1,000 per year per Fund (US
dollar denominated securities only).
OUT-OF-POCKET EXPENSES
----------------------
The Fund will reimburse Fund/Plan Services monthly for all reasonable out-of-
pocket expenses, including telephone, postage, telecommunications, special
reports, record retention, special transportation costs as incurred, and unusual
expenses incurred while establishing viable agreements between the Fund and
Fund/Plan Services. The cost of copying and sending materials to auditors for
off-site audits will be an additional expense.
ADDITIONAL SERVICES
-------------------
To the extent the Fund commences using investment techniques such as Security
Lending, Interest Rate Swaps, Leveraging, Short Sales, Futures, Precious Metals,
or non-US Dollar denominated securities or currency, additional fees will apply.
Activities of a non-recurring nature such as fund consolidations, mergers or
reorganizations will be subject to negotiation. To the extent the Fund should
decide to issue multiple/separate classes of shares, additional fees will apply.
Any additional/enhanced services or reports will be quoted upon request.
The Schedules will be amended as necessary to reflect the addition of other
services for additional portfolios or Funds of the Series.
FEE SCHEDULE FOR
THE XXXXXXXX FAMILY OF FUNDS
Xxxxxxxx Monthly Dividend
Shares Xxxxxxxx Growth Fund
Xxxxxxxx Small-CAP YIELD FUND
PRESENT PROPOSED
--------------------------------------------------------------------------------
SMDS SGF SMDS SGF SSCY
--------------------------------------------------------------------------------
ACCOUNTING $21,000 $20,000 $26,000 $20,000 $20,000
(flat fee,
no basis points
included)
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CUSTODY Same as Same as Same as
.00065 on 10 million ) present present present
.00035 next 20 million ) Applies to
.00025 next 20 million ) SMDS & SGF
.000175 next 50 million)
.00015 over 100 million)
DTC $14.00
Physical $24.50
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TRANSFER AGENT $12.00 $9.60 $13.00 $13.00 $13.00
(per account fee,
no monthly
minimums imposed)
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ADMINISTRATION $20,000 $20,000 $30,000 $30,000 $10,000
(flat fee, no
basis points
included)
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BROKER/DEALER $3,000 $3,000 $3,000 $3,000 $3,000
(flat annual fee;
plus $2.00 per
kit for inquiry/
fulfillment)
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NOTE: New fees effective 3/1/93
