AMENDMENT TO
INVESTMENT COMPANY SERVICES AGREEMENT
This Amendment dated as of February 28, 1999, is entered into by THE
XXXXXXXX FUNDS, INC. (the "Company") and FIRST DATA INVESTOR SERVICES GROUP,
INC. ("Investor Services Group"), the successor in interest to FPS SERVICES,
INC. ("FPS").
WHEREAS, the Company and FPS entered into an Investment Company Services
Agreement dated as of December 31, 1997, which agreement was assigned to
Investor Services Group effective February 23, 1998 (as amended and
supplemented, the "Agreement");
WHEREAS, the Company and Investor Services Group wish to amend the
Agreement to extend the term of the Agreement and revise certain schedules to
the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
hereby agree as follows:
I. The Agreement shall continue in effect from March 1, 1999 for an
initial period ending February 28, 2000 (the "Initial Term"). Upon the
expiration of the Initial Term, the Agreement shall automatically renew for
successive terms of one year ("Renewal Terms") each, unless the Company or
Investor Services Group provides written notice to the other of its intent not
to renew. Such notice must be received not less than ninety (90) days nor more
than one-hundred eighty (180) days prior to the expiration of the Initial Term
or the then-current Renewal Term. The Company shall be permitted to merge or
liquidate the Xxxxxxxx Special Value Fund, without penalty, upon not less than
ten (10) days written notice to Investor Services Group.
II. Schedule "A" to the Agreement is revised to include the following:
Cash Management Services. Funds received by Investor Services Group in the
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course of performing its services hereunder will be held in bank accounts
and/or money market fund accounts. With respect to funds maintained in
money market fund accounts, Investor Services Group shall retain any
interest generated or earned. With respect to funds maintained in bank
accounts, Investor Services Group shall retain any excess balance credits
or excess benefits earned or generated by or associated with such bank
accounts or made available by the institution at which such bank accounts
are maintained after such balance credits or benefits are first applied
towards banking service fees charged by such institution in connection with
banking services provided on behalf of the Company.
Lost Shareholders.
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Investor Services Group shall perform such services as are required in
order to comply with Rules 17a-24 and 17Ad-17 of the '34 Act (the"Lost
Shareholder Rules"), including, but not limited to those set forth below.
Investor Services Group may, in its sole discretion, use the services of a
third party to perform the some or all such services.
- documentation of electronic search policies and procedures;
- execution of required searches;
- creation and mailing of confirmation letters;
- taking receipt of returned verification forms;
- providing confirmed address corrections in batch via electronic
media;
tracking results and maintaining data sufficient to comply with the
Lost Shareholder Rules; and
- preparation and submission of data required under the Lost
Shareholder Rules.
III. Schedule "B" to the Agreement shall be deleted and replaced with the
attached Schedule "B", to be effective March 1, 1999.
IV. Except to the extent amended hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
and year first written above.
THE XXXXXXXX FUNDS, INC. FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: __________________________ By: _____________________________
Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx
Chairman Senior Vice President
SCHEDULE "B"
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Fee Schedule
For
The Xxxxxxxx Funds, Inc.
I. FEES RELATED TO FUND ADMINISTRATION (1/12TH PAYABLE MONTHLY)
.0008 on the first $50 million of Combined Funds' Average Net Assets
.0005 over $50 million of Combined Funds' Average Net Assets
II. FEES RELATED TO SHAREHOLDER SERVICING (1/12TH PAYABLE MONTHLY)
A. $15.00 per account per year per fund
$1.00 additional per account if the funds charge a redemption fee
$18,000 annual minimum per fund*
* The minimum fee is waived for the first two years of a new fund's
operations.
B. IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
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Annual Maintenance Fee - $12.00 per account per year
(Normally charged to participants)
C. FUND/SERV Processing (If Applicable)
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$50.00 per month/per fund monthly maintenance fee
D. Networking Processing (If Applicable)
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$75.00 per month/per fund monthly maintenance fee
E. Literature Fulfillment Services
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$2.00 per inquiry/fulfillment
III. FEES RELATED TO FUND ACCOUNTING AND PORTFOLIO VALUATION
A. Annual Fee Schedule: U.S. Dollar Denominated Securities only (1/12th
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payable monthly)
$25,000 minimum per fund, plus
.0002 On the first $100 million of Combined Funds' Average Net Assets
.0001 Over $100 million of Combined Funds' Average Net Assets
B. Pricing Services Quotation Fee
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Specific costs will be identified based upon options selected by the
client and will be billed monthly.
FPS does not currently pass along charges for U.S. equity prices supplied
by Xxxxxx Data. Should the Fund invest in security types other than
domestic equities supplied by Xxxxxx, the following fees would apply.
Xxxxxx Data Interactive X.X. Xxxxx
Security Types Corp.* Data Corp.* Co., Inc.*
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Government Bonds $ .50 $ .50 $ .25 (a)
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Mortgage-Backed (evaluated, seasoned, closing) .50 .50 .25 (a)
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Corporate Bonds (short and long term) .50 .50 .25 (a)
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U.S. Municipal Bonds (short and long term) .55 .80 .50 (b)
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CMO's/ARM's/ABS 1.00 .80 1.00 (a)
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Convertible Bonds .50 .50 1.00 (a)
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High Yield Bonds .50 .50 1.00 (a)
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Mortgage-Backed Factors (per Issue per Month) 1.00 n/a n/a
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U.S. EQUITIES (d) .15 n/a
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U.S. Options n/a .15 n/a
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Domestic Dividends & Capital Changes
(per Issue per Month) (d) 3.50 n/a
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Foreign Securities .50 .50 n/a
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Foreign Securities Dividends & Capital Changes
(per Issue per Month) 2.00 4.00 n/a
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Set-up Fees n/a n/a (e) .25 (c)
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All Added Items n/a n/a .25 (c)
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* Based on current Vendor costs, subject to change. Costs are quoted based
on individual security CUSIP/identifiers and are per issue per day.
(a) $35.00 per day minimum
(b) $25.00 per day minimum
(c) $ 1.00, if no cusip
(D) CURRENTLY AT NO ADDITIONAL COST TO FPS CLIENTS
(e) Interactive Data also charges monthly transmission costs and disk
storage charges.
A) FUTURES AND CURRENCY FORWARD CONTRACTS $2.00 per Issue per Day
B) DOW XXXXX MARKETS (FORMERLY TELERATE SYSTEMS, INC.)* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon options selected by the
client and will be billed monthly.
C) REUTERS, INC.*
*Based on current vendor costs, subject to change.
FPS does not currently pass along charges for domestic security prices
supplied by Reuters, Inc.
D) MUNICIPAL MARKET DATA* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon options selected by the
client and will be billed monthly.
C. SEC Yield Calculation: (if applicable)
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Provide up to 12 reports per year to reflect the yield calculations for
non-money market Funds required by the SEC, $1,000 per year per Fund. For
multiple class Funds, $1,000 per year per class. Daily SEC yield
reporting is available at $3,000 per year per Fund (US dollar denominated
securities only).
IV. FEES RELATED TO CUSTODY ADMINISTRATION OF FUND ASSETS USING THE BANK OF NEW
YORK
A. Domestic Securities and ADRS Per Portfolio : (1/12th payable monthly)
U.S. Dollar Denominated Securities only
.0002 On First $ 50 million of Average Net Assets
.00015 On the Next $150 million of Average Net Assets
.000125 Over $200 million of Average Net Assets
$250 monthly minimum per fund applies
B. Custody Domestic Securities Transactions Charge: (billed monthly)
Book Entry DTC, Federal Book Entry $12.00
Physical Securities $20.00
Wires, checks and P&I paydowns $ 7.00
A transaction includes buys, sells, maturities or free security movements.
C. When Issued, Securities Lending, Index Futures, etc.:
Should any investment vehicle require a separate segregated custody
account, a fee of $125 per account per month will apply. THIS FEE IS
WAIVED.
D. Custody Miscellaneous Fees
Administrative fees incurred in certain local markets will be passed onto
the customer with a detailed description of the fees. Fees include income
collection, corporate action handling, overdraft charges, funds transfer,
special local taxes, stamp duties, registration fees, messenger and
courier services and other out-of-pocket expenses.
Lost Shareholder Search/Reporting $2.75 per account search*
*The per account search fee shall be waived until June 2000 so long as the
Fund retains Xxxxx Tracers, Inc. ("KTI") to provide the Fund with KTI's
"In-Depth Research Program" services.
Out-of-Pocket Expenses
The Company shall reimburse Investor Services Group monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
. Postage - direct pass through to the Fund
. Telephone and telecommunication costs, including all lease, maintenance
and line costs
. Shipping, Certified and Overnight mail and insurance
. Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
. Duplicating services
. Courier services
. Overtime, as approved by the Company
. Temporary staff, as approved by the Company
. Travel and entertainment, as approved by the Company
. Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
. Third party audit reviews
. Insurance
. Pricing services (or other services used to determine Fund NAV)
. Vendor pricing comparison
. XXXXX filing fees
. Such other expenses as are agreed to by Investor Services Group and the
Company
The Company agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with Investor Services Group. In addition,
the Company will promptly reimburse Investor Services Group for any other
unscheduled expenses
incurred by Investor Services Group whenever the Company
and Investor Services Group mutually agree that such expenses are not otherwise
properly borne by Investor Services Group as part of its duties and obligations
under the Agreement.
MISCELLANEOUS CHARGES
The Company shall be charged for the following products and services as
applicable:
. Ad hoc reports
. Ad hoc SQL time
. Manual Pricing
. Materials for Rule 15c-3 Presentations
. COLD Storage
. Digital Recording
. Microfiche/microfilm production
. Magnetic media tapes and freight
. Pre-Printed Stock, including business forms, certificates, envelopes,
checks and stationary
FEE ADJUSTMENTS
After the one year anniversary of the effective date of this Amendment, Investor
Services Group may adjust the fees described in the above sections once per
calendar year, upon thirty (30) days prior written notice in an amount not to
exceed the cumulative percentage increase in the Consumer Price Index for All
Urban Consumers (CPI-U) U.S. City Average, All items (unadjusted) -
(1982-84=100), published by the U.S. Department of Labor since the last such
adjustment in the Client's monthly fees (or the Effective Date of the Amendment
absent a prior such adjustment).
