Exhibit 8(a)(3)
AMENDMENT
TO THE
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and Xxxxxxx Xxxxx Pacific
Fund, Inc. (the "Fund"), on behalf of itself and certain of its series, entered
into a Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing
Agency Agreement, as amended (the "Agreement");
WHEREAS, the parties hereto desire to amend the Agreement to reflect the
Fund's issuance of Class R shares; and
WHEREAS, the parties hereto desire to amend the Agreement to reflect
services FDS may provide to the Fund in connection with the Fund's money
laundering prevention programs and compensation to FDS for such services.
NOW, THEREFORE, FDS and the Fund hereby amend the Agreement as
follows:
1. The parties agree that, in order to more accurately reflect the
conduct of their business relationship, Paragraph 3(f) of the
Agreement shall be re-designated Paragraph 3(g) and a new Paragraph
3(f) added to read in its entirety: "FDS agrees to perform such
anti-money laundering ("AML") functions with respect to the Fund's
shares as the Fund or its agent may delegate to FDS from time to time
or as FDS is otherwise obligated to perform. In accordance with
mutually-agreed procedures, FDS shall use its best efforts in carrying
out such functions under the Fund's AML program. Fund shareholders
(which for this purpose shall mean only shareholders of record) are
customers of the Fund and not customers of FDS and the Fund retains
legal responsibility under the USA PATRIOT Act for AML compliance with
respect to transactions in Fund shares." FDS agrees to cooperate with
any request from examiners of US Government agencies having
jurisdiction over the Fund for information and records relating to the
Fund's AML program and consents to inspection by such examiners for
this purpose.
2. The parties agree that the compensation payable in connection with
certain accounts will be modified. Pursuant to Section 4 of the
Agreement, the compensation payable to FDS on services for such
accounts is set forth in the Amended and Restated Schedule of Fees
attached to this Amendment, which shall become a part of the Agreement
and shall be effective as of January 1, 2003.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as
of this 1st day of January, 2003.
XXXXXXX XXXXX PACIFIC FUND, INC.
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By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Treasurer
FINANCIAL DATA SERVICES, INC.
By: /s/Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Vice President
AMENDED AND RESTATED
SCHEDULE OF FEES
XXXXXXX XXXXX MUTUAL FUNDS
Transfer Agency and Record-keeping Fees:
The Fund shall pay monthly the following transfer agency and
record-keeping fees to FDS, unless otherwise noted:
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Distribution Channel Annual Account Fee/6/
Class A & D Class B & C
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Proprietary Retail/1/ $16 $19
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Third Party/2/ $16 $19
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Direct Account $20 $23
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MFA ERISA/3/ 0.10% 0.10%
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RG Recordkept Plans/4/ $16 $19
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ML Connect Network Plans/5/ $16 $19
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NOTES:
1. Shares are sold through Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("MLPF&S"), excluding MFA ERISA accounts. Certain MLPF&S
fee-based program accounts are subject to separately negotiated
transfer agency and record-keeping fees.
2. Shares are sold through broker-dealers other than MLPF&S.
3. Shares are held through the MLPF&S MFA (Mutual Fund Advisor) program,
or any other fee-based program, in accounts requiring equalization
under ERISA. Fees are calculated based on average daily net assets.
4. Shares are sold to participants of a defined benefit or defined
contribution plan (a "Plan") that is recordkept by Xxxxxxx Xxxxx.
5. Shares are sold to participants of a Plan for which a third-party
administrator (currently BISYS, Paychex, Inc., Invesco Retirement,
Inc., MFS and Xxxxxxxxxxx Funds) is the record-keeper pursuant to
certain agreements with Xxxxxxx Xxxxx.
6. Fees apply to accounts that are active for any portion of a month.
Out-of-Pocket Expenses:
The Fund shall pay the following out-of-pocket costs incurred by FDS:
. AML compliance costs, including, but not limited to, legal fees,
reporting agency fees, and incremental personnel expenses, but only
insofar as any of the foregoing fees and expenses related to "direct"
individual accounts. The Fund shall not pay for any costs related to
the underlying beneficial owners of any omnibus or other similar type
of accounts.
. Postage
. Special Mail processing expenses, including, but not limited to,
postal presort, householding, exception extract, and duplicate
elimination
. Envelopes/stationary
. Record storage and retrieval
. Telephone (local and long distance)
. Pre-authorized checks
. Returned check fees/charges and other similar fees/charges
. Handling costs or similar supplemental charges imposed by ADP or
other vendor delivering goods and services related to the Agreement
. Fed wire charges, excluding wires to/from Fund custody accounts
. Forms
. Any other costs as mutually agreed by the parties
Estimated miscellaneous out-of-pocket expenses are paid monthly based on an
annualized rate of $0.04 per account. This estimated expense rate may be
increased or decreased periodically, as necessary, to more accurately reflect
anticipated actual expenses. On a semi-annual basis, the actual miscellaneous
out-of-pocket expenses incurred will be compared to the estimated out-of-pocket
expense paid. The appropriate adjustment will be made by FDS Finance or MLIM
Accounts Payable at that time.
Extraordinary Expenses:
The fees and expense reimbursements described above do not cover extraordinary
services, including, but not limited to, administration of a reorganization or
liquidation of the Fund, remedial actions necessitated by errors or omissions of
the Fund or any of its agents, or conversion of the Fund to another transfer
agent. Fees and expense reimbursements, in connection with extraordinary
services, will be mutually agreed by the parties prior to the performance of
such services.
