AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, effective as of August 1, 2001, by and among XXXXXXX
XXXXX FUNDS, a business trust organized under the laws of the State of Delaware
(the "Fund") and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company
("Investors Bank").
WHEREAS the Fund and Investors Bank entered into a Custodian Agreement
dated October 1, 1999, as amended from time to time (the "Custodian Agreement");
and
WHEREAS, the Fund and Investors Bank desire to amend the Custodian
Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendments.
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(a) Section 1 of the Custodian Agreement is hereby amended by deleting such
Section 1 in its entirety and inserting in lieu thereof, the following:
"Bank Appointed as Custodian. The Fund hereby appoints the Bank as
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custodian of its portfolio securities and cash delivered to the Bank as
hereinafter described and the Bank agrees to act as such upon the terms and
conditions hereinafter set forth. For the services rendered pursuant to
this Agreement the Fund agrees to pay to the Bank fees as may be agreed to
from time to time in writing between the parties."
(b) Section 13 of the Custodian Agreement is hereby amended by deleting
such Section 13 in its entirety and by inserting in lieu thereof, the following:
"Additional Services. The Bank shall perform the additional services for
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the Fund as are set forth on Appendix C hereto."
(c) Section 14.5 of the Custodian Agreement is hereby amended by deleting
such Section 14.5 in its entirety and by inserting in lieu thereof, the
following:
"Fees and Expenses of the Bank. For the services rendered by the Bank
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hereunder, the Fund will pay to the Bank such fees at such rate as shall be
agreed upon in writing by the parties from time to time. The Fund will also
pay or reimburse the Bank from time to time for any transfer taxes payable
upon any transfers made hereunder, and for all necessary proper
disbursements, expenses and charges made or incurred by the Bank in the
performance of this Agreement (including any duties listed on any Schedule
hereto, if any) including any indemnities for any loss, liabilities or
expense to the Bank as provided herein. The Bank will also be entitled to
reimbursement by the Fund for all reasonable expenses incurred in
conjunction with termination of this Agreement and any conversion or
transfer work done in connection therewith.
Fees and expenses will be calculated monthly. Fees and expenses owed to the
Bank for any month may be charged against any cash balance held by the Fund
beginning on the fifth (5th) business day after the end of such month based
on information then available. Fees charged to an account may result in an
overdraft that will be subject to normal interest charges. The Fund will
have thirty (30) days after the receipt of an invoice to dispute any charge
that appears on such invoice. After such thirty (30) day period, the
invoice will be deemed to be complete and accurate and may no longer be
disputed."
(d) Schedule B to the Agreement is deleted in its entirety and reserved.
(e) Section 16.1 of the Custodian Agreement is hereby amended by deleting
such Section 16.1 in its entirety and by inserting in lieu thereof, the
following:
"This Agreement shall remain in effect until October 1, 2004 (the "Initial
Term"), unless earlier terminated as provided herein. After the expiration
of the Initial Term, the term of this Agreement shall continue until
terminated by either party upon one-hundred-twenty (120) days prior written
notice to the other party.
Either party hereto may terminate this Agreement prior to the expiration of
the Initial Term in the event the other party violates any material
provision of this Agreement, provided that the nonviolating party gives
written notice of such violation to the violating party and the violating
party does not cure such violation within 90 days of receipt of such
notice."
2. Miscellaneous.
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(a) Except as amended hereby, the Custodian Agreement shall remain in full
force and effect.
(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, each party hereto has caused this Amendment to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.
INVESTORS BANK & TRUST COMPANY
By: /s/Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Senior Director
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XXXXXXX XXXXX FUNDS
By: /s/Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
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Title: President
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2
XXXXXXX XXXXX FUNDS
FEE SCHEDULE FOR FUND COMPLEX
(Ten Funds)
July 6, 2001
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CUSTODY, FUND ACCOUNTING & CALCULATION OF N.A.V.
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A. Custody, Fund Accounting and Calculation of N.A.V.
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The following fees will apply to all assets for which Investors Bank
provides custody and fund accounting.
Annual Asset Fee
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First $1 Billion In Net Assets 3.0 Basis Points
Next $1.5 Billion In Net Assets 2.0 Basis Points
Above $2.5 Billion In Net Assets 1.0 Basis Points
. There will be a yearly $3,000 per active share class fee.
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. There will be a yearly $1,000 per inactive share class fee.
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B. Domestic Transaction Costs
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Per Transaction
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DTC/Fed Book Entry $10.00
Non-DTC, Boston Settlements $20.00**
Non-DTC, New York Settlements $35.00
Non-DTC, New York Maturities $10.00
GNMA Securities $35.00
Government Paydown $ 5.00
Futures $18.00
Foreign Exchange Contracts $18.00
Incoming Wires $ 5.00
Outgoing Wires $ 7.50
**There is no charge for maturities of these items.
B. Global Custody
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. Incremental basis point and transaction fees will be charged on all
foreign assets for which we are custodian. The asset based fees and
transactions fees vary by country as listed in the attached Global
Custody Fee Schedule. Local duties, script fees, reclaims,
registration, exchange fees and other market charges are
out-of-pocket.
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OUT-OF-POCKET & BALANCE CREDITS
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A. Out-of-Pocket
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These charges consist of:
-Pricing & Verification Services
-Postage / Delivery / Microfiche
-Systems Customization (if required)
-Third Party Audit
-Customized Forms & Supplies
-Telephone (Fax and Transmissions)
-Micro & Support Equipment Rental
-Ad hoc Reports
-Legal Fees for substantial changes to Investors Bank's standard
contracts
-All local duties, script fees and any other market standard fee
levied in accordance with local market practices
B. Balance Credits
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We allow balance credits against fees (excluding out-of-pocket
charges) for collected fund balances arising out of the custody
relationship. The monthly earnings allowance will equal 75% of the 90
day Treasury Xxxx rate.
*The above fees will be charged against the fund's custodial checking
account on the last business day of the month.
**This fee schedule is valid for 60 days from date of issue and assumes the
execution of a two year contract with an automatic two year renewed.
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Investors Bank & Trust Company
Global Custody Fee Schedule - Xxxxxxx Xxxxx
May 7, 2001
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Country BP Charge Trade Charge
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Argentina * 17.00 $ 75.00
Australia 4.00 $ 45.00
Austria 6.00 $ 60.00
Bahrain 41.00 $ 140.00
Bangladesh 41.00 $ 150.00
Belgium 5.00 $ 55.00
Bermuda 20.00 $ 100.00
Botswana 50.00 $ 175.00
Brazil ** 22.00 $ 80.00
Bulgaria 40.00 $ 100.00
Canada 3.00 $ 25.00
Cedel 4.00 $ 20.00
Chile ** 45.00 $ 100.00
China 20.00 $ 75.00
Colombia *** 45.00 $ 140.00
Croatia 45.00 $ 125.00
Cyprus 50.00 $ 150.00
Czech Republic 17.00 $ 75.00
Denmark 4.00 $ 55.00
Ecuador 45.00 $ 100.00
Egypt 41.00 $ 100.00
Estonia 30.00 $ 125.00
Euroclear 2.50 $ 20.00
Finland 5.00 $ 55.00
France 5.00 $ 50.00
Germany 4.00 $ 30.00
Ghana 50.00 $ 200.00
Greece - Equity Fund **** 20.00 $ 100.00
Greece - Fixed Income Fund **** 15.00 $ 100.00
Hong Kong 5.00 $ 65.00
Hungary 25.00 $ 100.00
India 15.00 $ 150.00
Indonesia 10.00 $ 65.00
Ireland 6.50 $ 60.00
Israel 22.00 $ 60.00
Italy 5.00 $ 50.00
Japan 5.00 $ 25.00
Jordan 41.00 $ 120.00
Kazakhstan ***** 45.00 $ 150.00
Kenya 50.00 $ 200.00
Korea 10.00 $ 60.00
Latvia 30.00 $ 125.00
Lebanon 41.00 $ 140.00
Lithuania 20.00 $ 75.00
Luxembourg 7.00 $ 60.00
Malaysia 10.00 $ 70.00
Mauritius 41.00 $ 140.00
Mexico 7.00 $ 40.00
Morocco 40.00 $ 150.00
Namibia 50.00 $ 200.00
Netherlands 4.00 $ 35.00
New Zealand 4.00 $ 60.00
Norway 4.50 $ 45.00
Oman 41.00 $ 140.00
Xxxxxxxx 00.00
Xxxx 35.00 $ 100.00
Philippines 13.00 $ 65.00
Poland 22.00 $ 100.00
Portugal 15.00 $ 100.00
Romania 45.00 $ 125.00
Russia - Equity Fund **** 50.00 $ 250.00
Russia - Fixed Income Fund **** 35.00 $ 140.00
Singapore 9.00 $ 60.00
Slovakia 20.00 $ 75.00
Slovenia 41.00 $ 100.00
South Africa 5.00 $ 30.00
Spain 5.00 $ 60.00
Sri Lanka 13.00 $ 65.00
Swaziland 50.00 $ 200.00
Sweden 4.00 $ 40.00
Switzerland 4.00 $ 50.00
Taiwan 12.00 $ 65.00
Thailand 9.00 $ 65.00
Turkey 20.00 $ 100.00
UK 4.00 $ 40.00
Uruguay 50.00 $ 150.00
Venezuela ** 45.00 $ 140.00
Zambia 50.00 $ 200.00
Zimbabwe 50.00 $ 175.00
*Bonds billed at Face Value
**Local Administration Fees passed through as actuals.
***20 BP Local Administration Charge on month-end market value each month.
($400 minimum, $4,000 maximum per account)
****The Designation as an Equity or Fixed Income Fund shall be determined based
on 50% or greater of fund Assets invested in Equity or Fixed Income Securities.
*****Transaction fees are charged for corporate actions. Depository fees are
charged as actuals.
Euroclear charges apply to only approved continental European countries
Out-of-Pocket Charges, including Euroclear Cross Border fees, are passed through
as actuals in all markets
Investors Bank Confidential
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