FIRST AMENDMENT TO THE WINTERGREEN FUND, INC. FUND ACCOUNTING SERVICING AGREEMENT
Ex 99(h)1(ii)
FIRST AMENDMENT TO THE
FUND ACCOUNTING SERVICING AGREEMENT
THIS FIRST AMENDMENT, effective as of March 1, 2010, to the Fund Accounting Servicing Agreement dated November 15, 2007, (the “Agreement”), is entered into by and between Wintergreen Fund, Inc., a Maryland corporation (the “Fund” or “Company”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the Company and USBFS have entered into the Agreement; and
WHEREAS, the Company and USBFS desire to amend the Agreement; and
WHEREAS, Section 15 of the Agreement allows for its amendment by mutual written consent of the parties.
NOW, THEREFORE, the parties do hereby agree as follows:
Section 7. Compensation, is superseded and replaced with the following:
Section 7. Compensation. USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit A hereto (as amended from time to time). USBFS shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by USBFS in performing its duties hereunder. USBFS shall also be compensated for any increases in costs due to industry, regulatory or other applicable rules. Any such increases will be presented to the Company and approved by the Board of Directors. The Company shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Company shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Company is disputing any amounts in good faith. The Company shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Company is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1 1/2% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Company to USBFS shall only be paid out of the assets and property of the particular Fund involved.
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Section 15. Term of Agreement; Amendment is superseded and replaced with the following:
Section 15. Term of Agreement; Amendment. This Agreement shall become effective as of March 1, 2010 and will continue in effect for a period of one (1) year. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Company, and authorized or approved by the Board of Directors.
Section 17. Early Termination. This Section 17, pertaining to early termination fees, shall be deleted from the Agreement.
Exhibit A is superseded and replaced with Exhibit A attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| WINTERGREEN FUND, INC. | U.S. BANCORP FUND SERVICES, LLC | |||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ |
By: | /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | Name: | ▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||
| Title: | Vice President | Title: | President | |||||
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Exhibit A
to the
Fund Accounting Servicing Agreement – Wintergreen Fund, Inc.
| ANNUAL FEE SCHEDULE, March 1, 2010 *Fees are locked in for one year | ||
| Fund Administration
Global Equity & Fixed Income Funds Annual fee based upon assets per Fund Complex* basis points on the first $ million basis point on the balance above $ million
Includes: Monthly fund performance reporting and AIS reporting
Plus out-of-pocket expenses, including but not limited to: Postage, Stationery Programming, Special Reports Proxies, Insurance ▇▇▇▇▇ filing Retention of records Federal and state regulatory filing fees (Blue Sky) Certain insurance premiums applicable to the Fund Expenses from board of directors meetings Auditing and legal expenses applicable to the Fund
Blue Sky conversion expenses (if necessary)
CCO Services - No Charge Daily Compliance, ▇▇▇▇▇▇▇ River - $ /year
Fees are billed monthly |
Fund Accounting
Global Equity & Fixed Income Funds Annual fee based upon assets per Fund Complex* basis points on the first $700 million basis points on the balance above $700 million
Pricing, corporate actions, and factor services (these fees are considered Out-of-pocket expenses):
• $ Domestic and Canadian Equities • $ Options • $ Corp/Gov/Agency Bonds • $ CMO's • $ International Equities • $ Futures • $ International Bonds • $ Municipal Bonds • $ Money Market Instruments • $ /fund/month - Mutual Fund Pricing • $ /Fund/Day – Bank Loans • $ /Fund/Day – Credit Default Swaps • $ /Fund/Day – Basic Interest Rate Swaps • $ /Foreign equity Security/Month Corporate Actions • $ /month Manual Security Pricing (> /day) • Factor Services (BondBuyer) • $ /CMO/month • $ /Mortgage Backed/month Fair Value Services (FT Interactive) $ on the first 100 securities per day $ on the balance of securities per day CCO Services - No Charge | |
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* Subject to CPI increase, Milwaukee MSA. CPI is being reset with this amended Agreement.
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* Subject to CPI increase, Milwaukee MSA CPI is being reset with this amended Agreement. | ||
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