Contract
Exhibit (h) (i) (B)
XXXXXXXX FUNDS, INC.
FIRST AMENDMENT TO
THIS FIRST AMENDMENT, effective as of January, 1, 2013, to the Transfer Agent Servicing Agreement, dated as of November 6, 2008, (the "Agreement"), is entered by and between Xxxxxxxx Funds, Inc., a Maryland corporation (the "Corporation") and U.S. Bancorp Fund Services, LLC., a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have entered into a Transfer Agent Servicing Agreement; and
WHEREAS, the Fund and USBFS desire to amend the fees and the length of the Agreement; and
WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Xxxxxxx 00, Xxxx of Agreement; Amendment shall be superseded and replaced with the following:
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13.
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Term of Agreement; Amendment
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This Agreement shall become effective as of January 1, 2013 and will continue in effect for a period of five (5) years. Subsequent to the five-year term, 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. The provisions of this Section 13 shall also apply to Exhibit C.
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Section 15, Early Termination, shall be superseded and replaced with the following:
15. Early Termination
In the absence of any material breach of this Agreement, should the Company elect to terminate this Agreement prior to the end of the five (5) year term, the Company agrees to pay the following fees:
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a.
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all monthly fees through the life of the contract, including the repayment of any negotiated discounts and conversion costs from the prior service provider;
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b.
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all fees associated with converting services to successor service provider;
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c.
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all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
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d.
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all out-of-pocket costs associated with a-c above.
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Exhibit D is hereby superseded and replaced with Amended Exhibit D attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
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.
| XXXXXXXX FUNDS, INC. | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/Xxxxxxxxx Xxxxxxxx | By: /s/ Xxxxxxx X. XxXxx |
| Printed Name: Xxxxxxxxx Xxxxxxxx | Printed Name: Xxxxxxx X. XxXxx |
| Title: President | Title: Executive Vice President |
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Amended Exhibit D to the Transfer Agent Servicing Agreement
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Xxxxxxxx Blue Chip Growth Fund
TRANSFER AGENT
FEE SCHEDULE Effective 01/01/13
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Service Charges to the Fund*
Shareholder Account Fee ($____ Annual Minimum)
Open Direct Accounts - $____/account
Open ML 3 Account - $____/account
Closed Accounts - $____/account
CCO Support $____/annually
Activity Charges
Telephone Calls - $____/minute
Daily Valuation Trades - $____ /trade
Lost Shareholder Search - $____ /search
AML Base Service (excl Level 3 Accounts)
0-999 accounts - $____/year
1,000-4,999 accounts - $____/year
5,000-9,999 accounts - $____/year
10,000+ accounts - $____/year
AML New Account Service - $____/new domestic accounts, $____/new foreign account and $____/verification
ACH/EFT Shareholder Services:
$____ /month/fund group
$____ /ACH item, setup, change
$____/correction, reversal
Exchange Fee Overide - $____/month
Omnibus Accounts: $____/transaction
Out-of-pocket Costs - Including but not limited to:
Telephone toll-free lines, call transfers, etc.
Mailing, sorting and postage
Stationery, envelopes
Programming, special reports
Insurance, record retention, microfilm/fiche
Proxies, proxy services
ACH fees, NSCC charges
Document Retention Fee
Omnibus Conversions
Lost Shareholder Searches
Disaster Recovery
All other out-of-pocket expenses
FAF Money Market Fund Service Organizations
$____/Money Market Share Class per year
* Effective January, 2016
Subject to annual CPI increase, Milwaukee MSA
Fees are billed monthly.
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Service Charges to Investors
Qualified Plan Fees (Billed to Investors)
$____ /qualified plan acct (Cap at $____/SSN)
$____ /Xxxxxxxxx ESA acct (Cap at $____/SSN)
$____ /transfer to successor trustee
$____ /participant distribution (Excluding SWPs)
$____ /refund of excess contribution
Additional Shareholder Fees (Billed to Investors)
$____ /outgoing wire transfer
$____ /overnight delivery
$____ /return check or ACH
$____ /stop payment
$____ /research request per account (Cap at $____/request) (For requested items of the second calendar year [or previous] to the request)
Technology Charges
1. Fund Group Setup (first cusip) - $____ /fund group
2. Fund Setup - $____ /cusip (beyond first cusip)
3. NSCC Service Interface – All NSCC Services
Setup - $____/fund group
Annual - $____ /cusip/year
4. Telecommunications and Voice Services
Service Setup - $____ ATT transfer connect
VRU Setup - $____ /fund group
VRU Maintenance - $____ /cusip/month &
$.40 /voice response call
5. Average Cost - $____ /account/year
6. Development/Programming - $____/hour
7. File Transmissions – subject to requirements
8. Selects - $____ per select
9. Extraordinary services – charged as incurred
10. Conversion of Records (if necessary) – Estimate to be provided.
11. Custom processing, re-processing
All other extraordinary services
Vision – Inquiry Only
Broker ID / Month $____ / ID
Per Inquiry $____ / Inquiry
Fan Web (Select)
Monthly Fee $____
Inquiry Fee $____ ea.
Account Maint $____ ea.
Transactions $____ ea
Prospect Services
Fulfillment Fees $____ / month first 50 orders
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