AMENDMENT TO
FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC
TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Effective as of October 16, 2006, the undersigned parties hereby amend
Schedule A (Compensation for Servicing) and Schedule B (Reimbursement for
Out-of-Pocket Expenses) of the Transfer Agent and Shareholder Services Agreement
between Xxxxxxxxx Growth Fund, Inc. and Franklin Xxxxxxxxx Investor Services,
LLC ("FTIS").
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized corporate officers.
XXXXXXXXX GROWTH FUND, INC. FRANKLIN XXXXXXXXX INVESTOR
SERVICES, LLC
By: /s/XXXXXX X. XXXXXXXX /s/XXXXX X. XXX, XX.
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Name: Xxxxxx X. Xxxxxxxx Xxxxx X. Xxx, Xx.
Title: Secretary President
AMENDED SCHEDULE A
ANNUAL BASE SERVICING FEE FOR EACH FULL SERVICE ACCOUNT. A "Full Service
Account" is an account maintained by FTIS for a Fund shareholder of record,
other than a Networked Account (as defined in Section 3(c) of this Agreement) or
an account on which Beneficial Owner Servicing Fees (as defined in Section 3(b)
of this Agreement) are paid.
EQUITY FUND $24.00 per annum
FIXED INCOME FUND $28.00 per annum
MONEY FUND $19.50 per annum
CLOSED ACCOUNT $ 3.50 per annum (pro-rated beginning with the calendar
month in which the account is closed and continuing through the month of the
following calendar year in which the account is purged from the operative record
system)
ANNUAL BASE SERVICING FEE FOR EACH NETWORKED ACCOUNT (AS DEFINED IN SECTION 3(C)
OF THIS AGREEMENT):
EQUITY FUND $12.00 per annum
FIXED INCOME FUND $14.00 per annum
MONEY FUND $10.00 per annum
CLOSED ACCOUNT $ 3.50 per annum (pro-rated beginning with the calendar
month in which the account is closed and continuing through the month of the
following calendar year in which the account is purged from the operative record
system)
ANNUAL BASE SERVICING FEE FOR EACH BENEFICIAL OWNER (AS DEFINED IN SECTION 3(B)
OF THIS AGREEMENT):
OPEN ACCOUNT $6.00 per annum
PARTICIPANT LEVEL RECORD KEEPING BY OR ON BEHALF OF FTIS FOR A PARTICIPANT
DIRECTED PLAN (as defined in Section 3(b)(ii) of this Agreement): Fifteen (15)
basis points per annum of the average net asset value of Fund shares held by a
Participant Directed Plan. The average net assets invested by a Participant
Directed Plan shall be computed in the same manner as the Fund uses to compute
its average net assets.
AMENDED SCHEDULE B
OUT-OF-POCKET EXPENSES
In addition to Beneficial Owner Servicing Fees and Networked Account
Servicing Fees paid in accordance with Section 3 of this Agreement, the
Investment Company shall reimburse FTIS monthly for the following out-of-pocket
expenses paid to third parties in connection with the servicing of Accounts as
required under the terms of this Agreement:
o postage, mailing, freight, forms and stationary expenses associated with
delivery of shareholder communications such as prospectuses, reports,
tax information, proxies, shareholder statements and transaction
confirmations.
o telephone costs associated with servicing shareholders in accordance with
this agreement
o ACH, Federal Reserve and bank charges for check clearance, electronic
funds transfers, and wire transfers
o Data Storage: Retention of electronic and paper account records; costs
associated with data storage of account records and transactions
records via magnetic tape, microfilm and microfiche
o insurance against loss of Share certificates when in transit
o terminals, transmitting lines and any expenses incurred in connection
with such terminals and lines established and/or maintained by FTIS to
perform its obligations under this agreement
o Amounts paid to independent accounting firms to perform independent
audits of FTIS and the issuance of reports such as a SAS 70
o Amounts paid in connection with use of national data bases to comply with
requirements for locating lost shareholders
o Proxy solicitation and tabulation expenses
o NSCC Networking/Commission Settlement Expenses. Cost to utilize NSCC
system to send commissions to brokerage firms; NSCC Fee, NSCC Year End
Fee, NSF Draft Fee Credit
o IBM Global Services - Cost of sending out eStatements
o all other miscellaneous expenses reasonably incurred by FTIS in the
performance of its obligations under the Agreement
This Schedule B may be amended by FTIS upon not less than 30 days' written
notice to the Investment Company, subject to approval by the Board.
