Exhibit 8(a)(2)
AMENDMENT
TO THE
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and Xxxxxxx Xxxxx
Retirement Series Trust -- Xxxxxxx Xxxxx Retirement Reserves Money (the "Fund"),
on behalf of itself and certain of its series, entered into a Transfer Agency,
Dividend Disbursing Agency and Shareholder Servicing Agency Agreement, as
amended (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to reflect
changes in compensation payable to FDS for certain services under the Agreement.
NOW, THEREFORE, FDS and the Fund hereby amend the Agreement as follows:
The parties agree that the compensation payable in connection with certain
401(k) Plan accounts will be changed. Pursuant to Section 4 of the Agreement,
the compensation payable to FDS on services for such accounts is set forth in
the Amended and Restated Schedule of Fees attached to this Amendment, which
shall become a part of the Agreement and shall be effective as of December 1,
2001.
IN WITNESS HEREOF, the parties hereto have executed the Amendment as of
this 1st day of December, 2001.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Treasurer
FINANCIAL DATA SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Vice President
AMENDED AND RESTATED
SCHEDULE OF FEES
XXXXXXX XXXXX MONEY MARKET FUNDS
Agency, Record-keeping and Transaction Fees:
The Fund shall pay the following agency and record-keeping fees to FDS on an
annual basis per account, unless otherwise noted:
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Annual Account Fee(5) Closed Account Fee (7) Transaction Fee
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Distribution Ready Assets Trust Ready Assets Trust Ready Assets Trust
Channel ML USA Govt. Resv. Retire ML USA Govt. Resv. Retire ML USA Govt. Resv. Retire
ML US Tres. Money Resrv. ML US Tres Money Resrv. ML US Tres. Money Resrv.
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Proprietary
Retail(1) $15 $6.50(6) $0.20/month $0.20/month N/A N/A
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Direct Account $15 $6.50(6) $0.20/month $0.20/month N/A N/A
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MFA ERISA(2) 0.10% 0.10% N/A N/A N/A N/A
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RG Recordkept
Plans(3) $8.50 $6.00 N/A N/A $1/Trans. $1/Trans.
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ML Connect Network
Plans(4) $12 $12 X/X X/X X/X X/X
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NOTES:
1. Shares are sold through Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
("MLPF&S"), excluding MFA ERISA accounts. Certain MLPF&S fee-based program
accounts are subject to separately negotiated transfer agency and
recordkeeping fees.
2. Shares are held through the MLPF&S MFA (Mutual Fund Advisor) program, or
any other fee-based program, in accounts requiring equalization under
ERISA. Fees are calculated based on average daily net assets.
3. Shares are sold to participants of a defined benefit or defined
contribution plan (a "Plan") that is recordkept by Xxxxxxx Xxxxx.
4. Shares are sold to participants of a Plan for which a third-party
administrator (currently BISYS, Paychex, Inc., Invesco Retirement, Inc.,
MFS and Xxxxxxxxxxx Funds) is the record-keeper pursuant to certain
agreements with Xxxxxxx Xxxxx.
5. Fees apply to accounts that are active for any portion of a month.
6. For accounts greater than $1 million the charge is $6.00 per account, and
less than $1 million is $6.50.
7. A Closed Account Fee will be assessed on all accounts that close during
the calendar year. Application of this fee will commence the month
following the month in which the account is closed and be assessed for the
remainder of the calendar year.
2
Out-of-Pocket Expenses:
The Fund shall pay the following out-of-pocket costs incurred by FDS:
o Postage
o Special Mail processing expenses, including, but not limited to,
postal presort, householding, exception extract, and duplicate
elimination)
o Envelopes/stationary
o Record storage and retrieval
o Telephone (local and long distance)
o Pre-authorized checks
o Returned check fees/charges and other similar fees/charges
o Handling costs or similar supplemental charges imposed by ADP or
other vendor delivering goods and services related to the Agreement
o Fed wire charges, excluding wires to/from Fund custody accounts
o Forms
o Any other costs as mutually agreed by the parties
Estimated miscellaneous out-of-pocket expenses are paid monthly based on an
annualized rate of $0.04 per account. This estimated expense rate may be
increased or decreased periodically, as necessary, to more accurately reflect
anticipated actual expenses. On a semi-annual basis, the actual miscellaneous
out-of-pocket expenses incurred will be compared to the estimated out-of-pocket
expense paid. The appropriate adjustment will be made by FDS Finance or MLIM
Accounts Payable at that time.
Extraordinary Expenses:
The fees and expense reimbursements described above do not cover extraordinary
services, including, but not limited to, administration of a merger or
liquidation. Fees and expense reimbursements in connection with extraordinary
services will be mutually agreed by the parties prior to the performance of such
services.
