AGREEMENT
AGREEMENT made this 3rd day of December, 1996 by and between Xxxxx Funds,
Inc., a Minnesota corporation (the "Fund"), with respect to Xxxxx Opportunity
Fund, a series of the Company (the "Opportunity Fund"), and Investors Fiduciary
Trust Company, a Missouri trust company ("IFTC").
W I T N E S S E T H
WHEREAS, the parties are parties to that certain Transfer Agency and
Service Agreement dated December 28, 1995 (the "Agreement"); and
WHEREAS, the parties intend that the provisions of the Agreement apply with
respect to the Opportunity Fund.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and IFTC agree as follows:
1. The provisions of the Agreement shall apply in all respects to the
Opportunity Fund.
2. The Agreement shall continue to be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
XXXXX FUNDS, INC.
By:
-------------------------------
Title:
INVESTORS FIDUCIARY TRUST COMPANY
By:
--------------------------------
Title:
M1:0202756.01
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT is made as of the 28TH day of December, 1995, by and between
XXXXX FUNDS, INC., a Minnesota corporation, having its principal office and
place of business at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx,
Xxxxxxxxx 00000 (the "Fund"), and INVESTORS FIDUCIARY TRUST COMPANY, a
Missouri trust company having its principal office and place of business at
000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, 00000 ("IFTC").
WHEREAS, the Fund desires to appoint IFTC as its transfer agent, dividend
disbursing agent, and agent in connection with certain other activities, and
IFTC desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. TERMS OF APPOINTMENT: DUTIES OF IFTC
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund hereby employs and appoints IFTC to act as, and IFTC agrees to
act as, transfer agent for each series of the Fund's authorized and
issued common shares ("Shares"), dividend disbursing agent, and agent
in connection with any accumulation, open-account or similar plans
provided to the shareholders of the Fund ("Shareholders") and set out
in the currently effective prospectus(es) and statement(s) of
additional information ("prospectus") of the Fund, including without
limitation any periodic investment plan or periodic withdrawal
program.
1.2 IFTC agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by agreement between the Fund and IFTC, IFTC shall:
(i) Receive for acceptance orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund
(the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions, and deliver the appropriate
documentation therefor to the Custodian;
(iv) In respect to the transactions in items (i), (ii)
and (iii) above, IFTC shall execute transactions
directly with broker-dealers authorized by the Fund
who shall thereby be deemed to be acting on behalf
of the Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(viii) Issue replacement certificates for those
certificates alleged to have been lost, stolen or
destroyed upon receipt by IFTC of indemnification
satisfactory to IFTC and protecting IFTC and the
Fund, and IFTC at its option may issue replacement
certificates in place of mutilated stock
certificates upon presentation thereof and without
such indemnity;
(ix) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(x) Record the issuance of Shares and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number
of Shares which are authorized, based upon data
provided to it by the Fund, and issued and
outstanding. IFTC shall also provide the Fund on a
regular basis with the total number of Shares which
are authorized and issued and outstanding but shall
have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or
sale of such Shares, which functions shall be the
sole responsibility of the Fund.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), IFTC
shall: (i) perform all of the customary services of a
transfer agent, dividend disbursing agent, and, as relevant,
agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic
investment plan or periodic withdrawal program), including
but not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing Shareholder
reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect
to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing
2
confirmation forms and statements of account to Shareholders
for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders, and
providing Shareholder account information,(ii) provide a
system reasonably acceptable to the Fund or its agent which
will enable the Fund or its agent to monitor the total
number of Shares sold in each state, and (iii) open and
maintain one or more non-interest bearing deposit accounts
as agent for the Fund, with such financial institution(s) as
may be designated by it or by the Fund in writing (such
accounts, however, to be in the name of IFTC and subject
only to its draft or order), into which accounts the moneys
received for the account of the Fund and moneys for payment
of dividends, distributions, redemptions or other
disbursements provided for hereunder will be deposited, and
against which checks, drafts and payment orders will be
drawn.
(c) In addition, the Fund or its agent shall (i) identify to
IFTC in writing those transactions and assets to be treated
as exempt from blue sky reporting for each state and (ii)
verify the establishment of transactions for each state on
the system prior to activation and thereafter monitor the
daily activity for each state. The responsibility of IFTC
for the Fund's blue sky state registration status is solely
limited to the initial establishment of transactions subject
to blue sky compliance by the Fund and the reporting of such
transactions to the Fund as provided above.
(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by
agreement between the Fund and IFTC. IFTC may at times
perform only a portion of these services, and the Fund or
its agent shall perform the remainder of these services on
the Fund's behalf.
(e) IFTC shall provide additional services on behalf of the Fund
(e.g., escheatment services) which may be agreed upon in
writing between the Fund and IFTC.
2. FEES AND EXPENSES
2.1 For the performance of services by IFTC pursuant to this Agreement,
the Fund agrees to pay IFTC an annual maintenance fee for each
Shareholder account as set out in the initial fee schedule attached
hereto. Such fees and out-of-pocket expenses and advances identified
under Section 2.2 below may be changed from time to time subject to
mutual written agreement between the Fund and IFTC.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees
to reimburse IFTC for reasonable out-of-pocket expenses, including but
not limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, tabulating proxies, records
3
storage, or advances incurred by IFTC for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by
IFTC at the request or with the consent of the Fund, will be
reimbursed by the Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses promptly
following the receipt of the respective billing notice.
3. REPRESENTATIONS AND WARRANTIES OF IFTC
IFTC represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good standing
under the laws of the State of Missouri; provided, however, that the
Fund acknowledges that IFTC intends to merge with a newly-chartered
national association which shall be the surviving entity following
such merger.
3.2 It is duly qualified to carry on its business in the State of
Missouri.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to IFTC that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of the State of Minnesota.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.3 All proceedings required by said Articles of Incorporation and By-Laws
have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end diversified management investment company registered
under the
4
Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended,
is currently effective and will remain effective, and appropriate
state securities law filings have been made and will continue to be
made, with respect to all Shares of the Fund being offered for sale.
5. DATA ACCESS AND PROPRIETARY INFORMATION
5.1 The Fund acknowledges that the computer programs, screen formats,
report formats, interactive design techniques, and documentation
manuals ("Software") furnished to the Fund by IFTC as part of the
Fund's ability to access the Fund-related data ("Customer Data")
maintained by IFTC on data bases under the control and ownership of
IFTC or to access data provided by other third parties ("Data Access
Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial
value to IFTC and such third parties. In no event shall Proprietary
Information be deemed Customer Data nor shall Customer Data be deemed
Proprietary Information. The Fund agrees to treat all Proprietary
Information as proprietary to IFTC and further agrees that it shall
not divulge any Proprietary Information to any person or organization
except as may be provided hereunder. Without limiting the foregoing,
the Fund agrees for itself and its employees and agents:
(a) to electronically access Customer Data solely through
computer hardware operating at locations agreed to by IFTC
and solely in accordance with IFTC's applicable user
documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information except as required to operate and
maintain the Software;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform IFTC in a timely manner of
such fact and dispose of such information in accordance with
IFTC's instructions;
(d) to refrain from causing or allowing data, other than
Customer Data, acquired hereunder from being retransmitted
to any other computer facility or other location, except
with the prior written consent of IFTC;
(e) that the Fund shall have access to the Data Access Services
only for purposes of performing the functions and services
which are to be performed by the Fund or its agent pursuant
to Section 1.2(d) hereof as agreed upon by the parties;
5
(f) to honor all reasonable written requests made by IFTC to
protect at IFTC's expense the rights of IFTC in Proprietary
Information at common law, under federal copyright law and
under other federal or state law.
5.2 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 5. The obligations of this
Section shall survive any termination of this Agreement.
5.3 If the Fund notifies IFTC that the Software or any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, IFTC shall endeavor in a
timely manner to correct such failure. Organizations from which IFTC
may obtain certain data included in the Data Access Services are
solely responsible for the contents of such data and the Fund agrees
to make no claim against IFTC arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof.
5.4 If the transactions available to the Fund include the ability to
originate electronic instructions to IFTC in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event IFTC shall be
entitled to rely on the validity and authenticity of such instructions
without undertaking any further inquiry as long as such instructions
are undertaken in conformity with security procedures established by
IFTC from time to time.
5.5 All Customer Data shall be considered confidential and proprietary
information owned by the Fund. IFTC agrees to cooperate as necessary
to withdraw Customer Data from its Software when requested by the
Fund. IFTC further agrees to use all reasonable efforts to prevent
any of the Customer Data from being disclosed to third-parties, other
than to agents of the Fund and the Fund's administrator and as
required by law.
5.6 If a third-party claims that the Software infringes its patent,
copyright, or trade secret, or any similar intellectual property
right, IFTC will defend, indemnify and hold the Fund harmless against
that claim at IFTC's expense and pay any costs, damages, or awards of
settlement, including court costs, arising out of any such claim,
demand, or action, provided that the Fund promptly notifies IFTC in
writing of the claim, allows IFTC to control, and cooperates with IFTC
in, the defense or any related settlement negotiations.
5.7 IFTC represents and warrants that Software will perform substantially
in accordance with IFTC's applicable user documentation. IFTC further
represents and warrants that IFTC has a license to use the Software
for purposes of this Agreement.
6
5.8 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
AS AVAILABLE BASIS. IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT
THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE
6. INDEMNIFICATION
6.1 IFTC shall not be responsible for, and the Fund shall indemnify and
hold IFTC and its agents and subcontractors harmless from and against,
any and all losses, damages, costs, charges (including reasonable
counsel fees), payments, expenses and liabilities arising out of or
attributable to:
(a) All actions of IFTC or its agents or subcontractors taken
pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful
misconduct.
(b) The breach of any representation or warranty of the Fund
hereunder.
(c) The reliance on or use by IFTC or its agents or
subcontractors of information, records, documents or
services which are received by IFTC or its agents or
subcontractors and have been prepared, maintained or
performed by the Fund or any other person or firm on behalf
of the Fund including but not limited to any previous
transfer agent or registrar.
(d) The reliance on, or the carrying out by IFTC or its agents
or subcontractors of any instructions or requests of the
Fund.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop
order or other determination or ruling by any federal agency
or any state with respect to the offer or sale of such
Shares in such state.
6.2 At any time IFTC may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by IFTC
under this Agreement, and IFTC and its agents and subcontractors shall
not be liable and shall be indemnified by the Fund for any action
taken or omitted by IFTC or any such agent or subcontractor in
reliance upon such instructions or upon the opinion of such counsel.
IFTC, its agents and subcontractors shall be protected and
7
indemnified in acting upon any paper or document finished by or on
behalf of the Fund, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided to IFTC or its agents
or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person until receipt of
written notice thereof from the Fund. IFTC, its agents and
subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Fund, and the
proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
6.3 The Fund shall not be responsible for, and IFTC shall indemnify and
hold the Fund harmless from and against, any and all losses, damages,
costs, charges (including reasonable counsel fees), payments, expenses
and liabilities arising out of or attributable
to:
(a) The bad faith, negligence or willful misconduct of IFTC or
its agents or subcontractors in taking or failing to take
any action pursuant to this Agreement.
(b) The breach of any representation or warranty of IFTC
hereunder.
6.4 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which an indemnifying
party may be required to indemnify an indemnified party, the
indemnified party shall promptly notify the indemnifying party of such
assertion, and shall keep the indemnifying party advised with respect
to all developments concerning such claim. The indemnifying party
shall have the option to participate with the indemnified party in the
defense of such claim or to defend against said claim in its own name
or in the name of the indemnified party through counsel reasonably
acceptable to the indemnified party. The indemnified party shall in
no case confess any claim or make any compromise in any case in which
the indemnifying party may be required to indemnify the indemnified
party except with the indemnifying party's prior written consent.
7. COVENANTS OF THE FUND AND IFTC
7.1 The Fund shall promptly furnish to IFTC the following:
(a) A certified copy of the resolution of the Board of Directors
of the Fund authorizing the appointment of IFTC and the
execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Fund and all
8
amendments thereto (or restatements thereof).
7.2 IFTC hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use of, and for keeping account of,
such certificates, forms and devices.
7.3 IFTC shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, IFTC agrees that all such
records prepared or maintained by IFTC relating to the services to be
performed by IFTC hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund on and
in accordance with its request.
7.4 IFTC and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, other than to agents of the Fund, the
Fund's administrator and agents and subcontractors of IFTC, except as
may be required by law.
7.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, IFTC will endeavor to notify the Fund
and to secure instructions from an authorized officer of the Fund as
to such inspection. IFTC reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person.
8. TERMINATION OF AGREEMENT
8.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
8.2 Should the Fund exercise its right to terminate this Agreement, all
out-of-pocket expenses associated with the movement of records and
material will be borne by the Fund.
9. ASSIGNMENT
9.1 Except as provided in Section 9.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party; provided, that the
planned merger described in Section 3.1 shall not be subject to this
requirement.
9
9.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9.3 IFTC may, without further consent on the part of the Fund, subcontract
for the performance hereof with (i) Boston Financial Data Services,
Inc., a Massachusetts corporation ("BFDS"), or National Financial Data
Services, Inc. a Massachusetts corporation ("NFDS"), which are each
duly registered as a transfer agent pursuant to Section 17A(c)(1) of
the Securities Exchange Act of 1934, as amended ("Section 17A(c)(1)");
or (ii) any other IFTC affiliate which is duly registered as a
transfer agent pursuant to Section 17A(c)(1); provided, however, that
IFTC shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and
omissions.
10. AMENDMENT
This Agreement may be amended or modified only by a written agreement
executed by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund.
11. MISSOURI LAW TO APPLY
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
Missouri, without reference to the choice of laws principles thereof.
12. FORCE MAJEURE
In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
13. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act
hereunder.
10
14. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
15. SURVIVAL OF TERMS.
The provisions of Sections 5.1, 6 and 8.2 shall survive the
termination of this Agreement.
16. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
17. NOTICES.
Notices, requests, instructions and other writings shall be addressed
to a party at the address set forth above, or at such other address as
such party may have designated to the other in writing.
18. WAIVER.
The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of this
Agreement, including the payment of damages, shall not be construed as
a continuing or permanent waiver of any such terms, conditions, rights
or privileges, but the same shall continue and remain in full force
and effect as if no such forbearance or waiver had occurred. No
waiver, release or discharge of any party's rights hereunder shall be
effective unless contained in a written instrument signed by the party
sought to be charged.
19. INVALIDITY.
If any provision of this Agreement shall be determined to be invalid
or unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect and this Agreement shall remain
enforceable to the fullest extent permitted by applicable law.
11
20. OTHER AGREEMENTS.
This Agreement does not in any way affect any other agreements entered
into between the parties hereto and any actions taken or omitted by
any party hereunder shall not affect any rights or obligations of any
other party hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
XXXXX FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ ILLEGIBLE
-------------------------------
12
INVESTORS FIDUCIARY TRUST COMPANY
XXXXX FUNDS, INC.
FEE SCHEDULE
EFFECTIVE FROM DATE OF ACTIVATION THROUGH DECEMBER 31, 1997
1. TRANSFER AGENCY
ACCOUNT MAINTENANCE FEES (per open account within a fund) $10.00-per year*
An annual minimum account maintenance fee applies to each fund/cusip at the
following rates:
First Cusip(within a portfolio) $36,000 per year*
Subsequent Cusips(within an existing portfolio) $21,000 per year*
Upon the introduction of a new cusip, the first year's minimum account
maintenance fee will be reduced as follows:
Months Months Months
1-4 5-8 9-12
-----------------------------------------
First Cusip (within a portfolio) $750.00 $1,500.00 $2,250.00 per month, per cusip
Subsequent Cusips (within an existing portfolio) $437.50 $875.00 $1,312.50 per month, per cusip
The full minimum will be charged beginning on the cusip's one year
anniversary. The reduced minimum account maintenance fee does not apply
to the Xxxxx Growth Fund, Class A.
OTHER ACCOUNT FEES (IF APPLICABLE)
Closed Account Fee (per closed account within a fund) $ 1.80 per year*
12B-1 Processing Fee (per open account within a 12B-1 fund) $ 0.60 per year*
CDSC Processing Fee (per open account within a CDSC fund) $ 0.60 per year*
Investor Processing Fee (per investor link) $ 1.80 per year*
ACTIVIY FEES
New Account Set-Up $ 4.00 each
Manual Financial and Maintenance $ 1.50 each
Transactions
ACH Transactions $ 0.50 each
Omnibus Transactions $ 5.00 each
Shareholder/Dealer Telephone Calls $ 1.50 each
Shareholder/Dealer Correspondence $ 3.00 each
Research Requests $ 3.00 each
FULFILLMENT SERVICES
Record Maintenance Fees $ 0.35 each
Fulfillment Calls Serviced $ 1.50 each
Fulfillment Mailers Serviced $ 1.50 each
Conversion Fee (one-time fee) $ 20,000
* FEES ARE BILLED MONTHLY AT 1/12 OF THE ANNUAL RATE.
JANUARY 17, 1996 PAGE 1 OF 2
XXXXX FUNDS, INC.
FEE SCHEDULE CONTINUED
II. NOTES TO THE ABOVE FEE SCHEDULE
A. The above schedule does not include out-of-pocket expenses that would
be incurred by IFTC on the client's behalf.
B. The fees stated above are exclusive of terminal equipment required in
the client's location(s) and communication line costs.
C. Any fees or out-of-pocket expenses not paid within 30 days of the date
of the original invoice will be charged a late payment fee of 1% per
month until payment of the fees are received by IFTC.
D. The above fee schedule is applicable for selections made and
communicated within 90 days of the date of this proposal. The fees
are guaranteed commencing on the effective date of the service
agreement between IFTC and the client through December 31, 1997. All
changes to the fee schedule will be communicated in writing at least
60 days prior to their effective date.
/s/ ILLEGIBLE /s/ Xxxxx X. Xxxxx
------------------------------------- ------------------------------
Investors Fiduciary Trust Company Xxxxx Funds, Inc.
3-15-96 March 4, 1996
------------------------------------- -----------------------------
Date Date
JANUARY 17,1996 PAGE 2 OF 2
