h(4)
FORM OF
AMENDMENT TO THE TRANSFER AGENCY
AND SERVICES AGREEMENT
THIS AMENDMENT, dated as of this day of , 1999 is made to the Transfer Agency
and Services Agreement (the "Agreement") dated February 26, between REMBRANDT
FUNDS (n/k/a the ABN AMRO Funds)(the "Fund") and FIRST DATA INVESTOR SERVICES
GROUP, INC. (n/k/a PFPC Inc.)("PFPC").
WITNESSETH
WHEREAS, the parties desire to amend the Agreement.
NOW THEREFORE, the Fund and PFPC agree that as of the date first referenced
above, the Agreement shall be amended as follows:
1. All references to "First Data Investor Services Group, Inc." and "Investor
Services Group" are hereby deleted and replaced with "PFPC Inc." and "PFPC"
respectively.
2. Section 6.1 is modified by adding the following sentence: "The Fund
acknowledges that PFPC receives float benefits and investment earnings in
connection with maintaining certain accounts required to provide services under
this Agreement."
3. Exhibit 1 "LIST OF PORTFOLIOS" is hereby deleted and replaced with the
attached revised Exhibit 1.
4. Schedule B "FEE SCHEDULE" is hereby deleted and replaced with the attached
revised Schedule B.
5. Schedule C "OUT-OF-POCKET EXPENSES is hereby deleted and replaced with the
attached revised Schedule C.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers, as of the day and year first above written.
ABN AMRO FUNDS PFPC INC.
(f/k/a Rembrandt Funds) (f/k/a First Data Investor Services Group)
By: _____________________________ By: ______________________________
Title: ____________________________ Title: ____________________________
Exhibit 1
LIST OF PORTFOLIOS
Revised as of [ ]
Money Market Funds
Treasury Money Market Fund
Government Money Market Fund
Money Market Fund
Tax-Exempt Money Market Fund
Fixed Income Funds
Fixed Income Fund
Tax-Exempt Fixed Income Fund
International Fixed Income Fund
Limited Volatility Fixed Income Fund
Balanced Funds
Balanced Fund
Equity Funds
Value Fund
Growth Fund
International Equity Fund
Small Cap Fund
Asian Tigers Fund
TransEurope Fund
Latin America Equity Fund
Real Estate Fund
Institutional Funds
Prime Money Market Fund
Treasury Money Market Fund
Government Money Market Fund
Schedule B
FEE SCHEDULE
Revised As of [ ]
1. Standard Fees
Per Open Account:
Money Market Funds $20.00 per account
Fixed Income Funds $17.00 per account
Balanced Funds $17.00 per account
Equity Fund $15.00 per account
Institutional Funds *
Per Closed Account: $3.00 per account
Minimum fee per class $10,000
*Open Account Fee, Closed Account Fee and Minimum fee per class is waived for
the Institutional Fund
After the one year anniversary of the effective date of this Agreement, Investor
Services Group may adjust the above fees once per calendar year, upon thirty
(30) days prior written notice in an amount not to exceed the cumulative
percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U)
U.S. City Average, All items (unadjusted) - (1982-84=100), published by the U.S.
Department of Labor since the last such adjustment in the Client's monthly fees
(or the Effective Date absent a prior such adjustment).
2. Programming Costs
(a) Dedicated Team:
Programmer $100,000 per annum
BSA $ 85,000 per annum
Tester $ 65,000 per annum
(b) System Enhancements (Non Dedicated Team):
Programmer $135.00 per hour
No Programming Costs shall be incurred by Investor Services Group on
behalf of the Fund without the prior written consent of the Fund.
3. Early Termination Fee. The Early Termination Fee referred to in Section 13.5
and Section 8(e) of the Administration Agreement (together with this Agreement,
the "Agreements") shall equal in the aggregate $1,500,000 if such termination
occurs during the first year of the Agreements and $750,000 if such termination
occurs during the second year of the Agreements.
4. Print/Mail Fees.
Work Order $7.00 per work order
Daily Work (Confirms)
Hand $71/M with $75.00 minimum
$0.07/each insert (BRE & CRE have no
charge)
Machine $42/M with $50.00 minimum
$0.003/each insert (BRE & CRE have no
charge)
Daily Checks
Hand $71/M with $100.00 minimum daily
$0.08/each insert (BRE & CRE have no
charge)
Machine $42/M with $75.00 minimum daily
$0.003/each insert (BRE & CRE have no
charge)
There is a $2.50 charge for each Form 3606 sent.
Statements
Hand $78/M with $75.00 minimum
$0.08/each insert (BRE & CRE have no
charge)
Machine $52/M with $75.00 minimum
$0.003/each insert (BRE & CRE have no
charge)
$58/M for intelligent inserting
Periodic Checks
Hand $78/M with $100.00 minimum
$0.08/each insert (BRE & CRE have no
charge)
Machine $52/M with $100.00 minimum
$0.01/each insert (BRE & CRE have no
charge)
12b-1/Dealer Commission
Checks/Statements $0.78/each envelope with $100.00 minimum
Spac Reports/Group Statements $78/M with $75.00 minimum
Messaging $20/message
Listbills $0.78 per envelope with $75.00 minimum
Printing Charges $0.08/confirm/statement/page
$0.10/check
Folding (Machine) $18/M
Folding (Hand) $.12 each
Presort Charge $0.277 postage rate
$0.035/piece
Courier Charge $15.00 for each on call courier trip/
or actual cost for on demand
Overnight Charge $3.50/package service charge plus
Federal Express/Airborne charge
Inventory Charge $20.00 for each inventory location as of
the 15th of the month
Hourly Work: Special Projects,
Opening Envelopes, etc. $24.00/hour
Special Pulls $2.50 per account pull
Boxes/Envelopes
Shipping Boxes $0.85 each
Oversized Envelopes $0.45 each
Forms Development/Programming Fee $100.00/hour
Cutting Charges $10.00/M
5. Miscellaneous Charges. The Fund shall be charged for the following products
and services as applicable: Ad hoc reports Ad hoc SQL time Banking Services COLD
Storage Digital Recording Microfiche/microfilm production Magnetic media tapes
and freight Pre-Printed Stock, including business forms, certificates,
envelopes, checks and stationary
OUT-OF-POCKET EXPENSES
The Fund shall reimburse PFPC monthly for applicable out-of-pocket expenses,
including, but not limited to the following items:
Postage - direct pass through to the Fund
Telephone and telecommunication costs, including all lease, maintenance and line
costs Proxy solicitations, mailings and tabulations Shipping, Certified and
Overnight mail and insurance Terminals, communication lines, printers and other
equipment and any expenses incurred in connection with such terminals and lines
Duplicating services Distribution and Redemption Check Issuance ($.07 per item
for FSR System Clients) Courier services Federal Reserve charges for check
clearance Overtime, as approved by the Fund Temporary staff, as approved by the
Fund Travel and entertainment, as approved by the Fund Record retention,
retrieval and destruction costs, including, but not limited to exit fees charged
by third party record keeping vendors Third party audit reviews Insurance
The Fund agrees that postage and mailing expenses will be paid on the day of or
prior to mailing as agreed with PFPC. In addition, the Fund will promptly PFPC
for any other unscheduled expenses incurred by Investor Services Group whenever
the Fund PFPC mutually agree that such expenses are not otherwise properly borne
by PFPC as part of its duties and obligations under the Agreement.
