AMENDMENT TO TRANSFER AGENT SERVICING AGREEMENT
THIS AMENDMENT is made and entered into as of the
first day of October 1997, by and between Xxxx Funds,
Inc., a Minnesota corporation ("Company"), and Firstar
Trust Company, a Wisconsin corporation ("Agent").
WHEREAS, the Transfer Agent Servicing Agreement
dated as of October 1, 1997 ("Agreement"), between the
Company and Agent provides that the Company shall pay
Agent an annual fee for each Class A shareholder
account of $16;
WHEREAS, Centennial Lakes Capital, Inc., the
distributor of the Class A shares of the Company
("Distributor"), has entered into selling agreements
with certain broker-dealers pursuant to which these
broker-dealers will perform certain shareholder
servicing functions that Agent performs for other Class
A shareholders of the Company;
WHEREAS, Company desires that Agent reduce its
shareholder servicing fee for those accounts that are
serviced in part by such broker-dealers;
NOW, THEREFORE, in consideration of the premises,
the Company and the Agent do mutually promise and agree
as follows:
Pursuant to Section 9.A. of the Agreement, the
parties hereby amend Exhibit A to the Agreement to
provide that the annual fee per shareholder account for
the Class A shares shall be $13 for the accounts
serviced by broker-dealers who have a National
Securities Clearing Corporation Matrix Levels I, II, or
III networking reimbursement agreement with
Distributor. Agent's invoices to Company shall be
reduced by the aggregate of the amount paid or to be
paid under the networking reimbursement agreements,
which amount shall in turn be reimbursed or paid to
Distributor from the Company's gross assets by the
Company's administrator.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by a duly authorized
officer on one or more counterparts as of the day and
year first above written.
XXXX FUNDS, INC. FIRSTAR TRUST COMPANY
BY: /s/ Xxxxxxxx X. Xxxxxxxxx BY: /s/ Xxxxxx X. Xxxx
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TITLE: Executive Vice President TITLE: Vice President
