EX-99.g
[Xxxxxx Xxxxxxx Letterhead]
August 24, 1998
The Xxxxxxx Funds
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Amendment to Multiple Service Agreement effective May 9, 1997
- Addition of U.S. Large Capitalization Growth Fund, U.S. Small
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Capitalization Fund, High Yield Bond Fund Series, Emerging Markets Equity
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Fund and Emerging Markets Debt Fund
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Dear Sirs:
We refer to the Multiple Services Agreement effective May 9, 1997 (the
"MSA") between Xxxxxx Xxxxxxx Trust Company and The Xxxxxxx Funds.
The parties hereby agree as follows:
1. "Schedule B1 - List of Series of The Xxxxxxx Funds" is replaced in its
entirety with "Schedule B1 - List of Series of The Xxxxxxx Funds, as
amended on August 24, 1998," attached hereto.
2. "Schedule F - Fee Schedule for The Xxxxxxx Funds" is replaced in its
entirety with "Schedule F - Fee Schedule for The Xxxxxxx Funds, as
amended on August 24, 1998," attached hereto.
The MSA, as amended by this letter amendment, shall continue in full force and
effect.
Please evidence your acceptance of the terms of this letter by signing
below and returning one copy to Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx Trust Company,
0 Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000.
Very truly yours,
XXXXXX XXXXXXX TRUST COMPANY
By: ________________________________
Name: Xxxxxxx Xxxxxxxx
Title: Principal
The Xxxxxxx Funds
August 24, 1998
Page Two
Accepted and Agreed:
THE XXXXXXX FUNDS
By: _______________________________
Name: X. Xxxxxx XxXxxxxx
Title: President
SCHEDULE B1
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LIST OF SERIES OF THE XXXXXXX FUNDS
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As amended August 24, 1998
Global Fund
Global Equity Fund
Global Bond Fund
U.S. Balanced Fund
U.S. Equity Fund
U.S. Bond Fund
Non-U.S. Equity Fund
U.S. Large Capitalization Equity Fund
U.S. Large Capitalization Growth Fund
U.S. Small Capitalization Fund
High Yield Bond Fund
Emerging Markets Equity Fund
Emerging Markets Debt Fund
SCHEDULE F
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FEE SCHEDULE FOR THE XXXXXXX FUNDS
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as amended on August 24, 1998
Accounting, Administration, Transfer Agency and
Custody Services Annual Fee Schedule
1. On an annual basis, 0.25 basis points of the average weekly U.S. assets of
the Customer and 5.25. basis points of the average weekly non-U.S. assets
of the Customer, 32.50 basis points of the average weekly emerging markets
equity assets of the Customer and 1.90 basis points of the average weekly
emerging markets debt assets of the Customer.
There will be an annual fee of $25 for each shareholder account within The
Xxxxxxx Funds.
An additional fee of 7.50 basis points will be charged for administrative
duties. PLEASE NOTE: The additional fee of 7.50 basis points can ONLY be
charged up to the extent it does not make a fund exceed its expense cap.
Please see below for the expense caps of each fund within The Xxxxxxx
Funds, excluding all loads and 12(b)-1 fees:
Fund Expense Cap
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Global Fund 110 basis points
Global Equity Fund 100 basis points
Global Bond Fund 90 basis points
U.S. Balanced Fund 80 basis points
U.S. Equity Fund 80 basis points
U.S. Bond Fund 60 basis points
Non-U.S. Equity Fund 100 basis points
U.S. Large Capitalization Equity Fund 80 basis points
U.S. Large Capitalization Growth Fund 80 basis points
U.S. Small Capitalization Fund 115 basis points
High Yield Bond Fund 70 basis points
Emerging Markets Equity Fund 160 basis points
Emerging Markets Debt Fund 115 basis points
NO FEE (asset based or otherwise) will be charged on any investments made
by any fund into any other fund managed by Xxxxxxx Partners, Inc. Fees are
to be charged ONLY where actual non-Xxxxxxx Partners, Inc.-sponsored
investment company or series securities are held. Assets of a series which
are invested in another Xxxxxxx Partners, Inc.-sponsored investment company
or series shall not be counted in determining whether or not the charging
of the 7.50 basis points charge for administrative duties would cause a
fund to exceed its fee cap and shall not be counted in determining the
amount of assets subject to the 7.50 basis points.
SCHEDULE F
as amended on August 24, 1998
For purposes of this Schedule F, the "average weekly U.S. assets of the
customer" means the average weekly U.S. assets custodied within the United
States of the Customer as calculated by the Accounting Agent for the month for
which the statement reflecting the charges for a given month relates. For
purposes of this Schedule F, the "average weekly non-U.S. assets of the
customer" means the average weekly balance of countries included in the Xxxxxx
Xxxxxxx Capital World Ex-U.S.A. (free) Index or the Salomon Non-U.S. Government
Bond Index (including assets with a country of issue of the European Economic
Community and held in Euroclear or CEDEL) custodied outside the United States of
the Customer as calculated by the Accounting Agent for the month for which the
statement reflecting the charges for a given month relates. For purposes of this
Schedule F, the "average weekly emerging markets equity assets of the customer"
means the average weekly balance of the countries included in the International
Finance Corporation Global Index (excluding countries included in the Xxxxxx
Xxxxxxx Capital World Ex-U.S.A. (free) Index or the Salomon Non-U.S. Government
Bond Index, but including assets with a country of issue in the local market
contained in such index that are held in Euroclear or CEDEL) custodied outside
the United States of the Customer's emerging markets equity funds as calculated
by the Accounting Agent for the month for which the statement reflecting the
charges for a given month relates. For purposes of this Schedule F, the "average
weekly emerging markets debt assets of the customer" means the average weekly
balance of the countries included in the X. X. Xxxxxx Emerging Markets Bond
Index Plus custodied outside the United States of the Customer's emerging
markets debt funds (including assets with a country of issue in the local market
contained in such index that are held in Euroclear or CEDEL) as calculated by
the Accounting Agent for the month for which the statement reflecting the
charges for a given month relates.
Those fees include all out-of-pocket expenses or transaction charges incurred by
the accountant, administrator, transfer agent and custodian with the exception
of the following.
The Customer will be billed directly by Other Parties for the following direct
Customer expenses or transaction charges:
(1) taxes;
(2) salaries and other fees of officers and directors who are not officers,
directors, shareholders or employees of Other Parties, or the Customer's
investment adviser;
(3) SEC and state Blue Sky registration and qualification fees, levies, fines
and other charges;
(4) XXXXX filing fees;
(5) independent public accountants;
SCHEDULE F
as amended on August 24, 1998
(6) insurance premiums including fidelity bond premiums;
(7) outside legal expenses;
(8) costs of maintenance of corporate existence;
(9) expenses of typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the
Customer;
(10) expenses of printing and production costs of shareholders' reports
and proxy statements and materials;
(11) trade association dues and expenses; and
(12) travel and lodging expenses of the Customer's directors and officers
who are not directors, officers and/or employees of Other Parties.
Customers will not be billed directly for any direct Customer Expenses or
pay any other direct Customer expenses, unless the payment of such direct
expenses is agreed to in writing by Customer.
2. Upon termination of the provisions of services under this Agreement before
the end of any month, the fee for the part of the month before such
termination or the date after which the provision of services ceases,
whichever is later, shall be prorated according to the proportion which
such part bears to the full monthly period and shall be payable upon the
date of such termination or the date after which the provision of the
services ceases, whichever is later.
