Exhibit 7(c)
AMENDMENT TO
INVESTMENT COMPANY SERVICES AGREEMENT
This Amendment dated as of February __, 1999, is entered into by THE
XXXXXXX 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 October 1, 1997 (as amended and supplemented, the
"Agreement");
WHEREAS, the Company and Investor Services Group wish to amend the
Agreement to revise certain Schedules to the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. Schedule A to the Agreement is revised to include the following:
CASH MANAGEMENT SERVICES. Funds received by Investor Services
Group in the 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. 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.
(a) documentation of electronic search policies and procedures;
(b) execution of required searches;
(c) creation and mailing of confirmation letters;
(d) taking receipt of returned verification forms;
(e) providing confirmed address corrections in batch via
electronic media;;
(f) tracking results and maintaining data sufficient to comply
with the Lost Shareholder Rules; and
(g) preparation and submission of data required under the Lost
Shareholder Rules.
II. Schedule B to the Agreement shall be deleted in its entirety and
:replaced with the attached Schedule B.
III. Schedule C to the Agreement shall be deleted in its entirety and
replaced with the attached Schedule C.
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 XXXXXXX FUNDS, INC.
By: /S/ XXXXXX X. XXXXXXX, XX.
--------------------------
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: /S/ XXXXXXX X. XXXXX
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SCHEDULE "B"
FEE SCHEDULE
FOR
THE XXXXXXX FUNDS, INC.
I. Fees related to Shareholder Servicing
A. TRANSFER AGENT AND SHAREHOLDER SERVICES:
$20.00 per account per year per portfolio
Minimum monthly fee - $2,250 per portfolio (This fee is
reduced to $24,000/year for the first two years of a 3-year
contract)
Each additional class minimum monthly fee is $1,250
B. IRA'S, 403(b) PLANS, DEFINED CONTRIBUTION/BENEFIT PLANS:
Annual Maintenance Fee - $12.00/account per year (Normally
charged to participants)
C. FUNDSERV PROCESSING: (If Applicable)
$1,000 One time start-up fee
$50.00 Per month/per fund monthly maintenance fee
D. NETWORKING PROCESSING: (If Applicable)
$1,000 One time start-up fee
$75.00 Per month/per fund monthly maintenance fee
E. 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.
II. Fees related to Portfolio Valuation and Mutual Fund Accounting
A. ANNUAL FEE SCHEDULE PER DOMESTIC PORTFOLIO: U.S. Dollar
Denominated Securities only (1/12th payable monthly)
$25,000 Minimum to $ 20 Million of Average Net Assets*
.0003 On Next $ 00 Xxxxxxx xx Xxxxxxx Xxx Xxxxxx*
.0000 Xx Next $ 50 Million of Average Net Assets*
.0001 Over $100 Million of Average Net Assets*
Each additional class is subject to a $10,000 minimum per
year.
Each additional Advisor of a Multiple Advisor Portfolio is
subject to a $5,000 minimum per year.
*For multiple class or multiple Advisor Portfolios, fees are
based on COMBINED CLASSES'/PORTFOLIOS' AVERAGE NET ASSETS
B. ANNUAL FEE SCHEDULE PER COMPLEX DOMESTIC PORTFOLIO: (/12TH
PAYABLE MONTHLY)
$30,000 Minimum to $ 20 Million of Average Net Assets*
.0003 On Next $ 00 Xxxxxxx xx Xxxxxxx Xxx Xxxxxx*
.0000 Xx Next $ 50 Million of Average Net Assets*
.0001 Over $100 Million of Average Net Assets*
Each additional class is subject to a $12,000 minimum per year.
Each additional Advisor of a Multiple Advisor Portfolio is subject to
a $5,000 minimum per year.
*For multiple class or multiple Advisor Portfolios, fees are
based on COMBINED CLASSES'/PORTFOLIOS' AVERAGE NET ASSETS
B. PRICING SERVICES QUOTATION FEE
Specific costs will be identified based upon options selected
by the Company and will be billed monthly.
Investor Services Group does not currently pass along the
charges for the U.S. equity prices supplied by Xxxxxx Data.
Should the Series invest in security types other than domestic
equities supplied by Xxxxxx, the following fees would apply.
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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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XXXXXX DATA INTERACTIVE X.X. XXXXX
SECURITY TYPES CORP.* DATA CORP.* CO., INC.*
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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) At no additional cost to Investor Services Group clients
(e) Interactive Data also charges monthly transmission costs and
disk storage charges.
1) Futures and Currency Forward Contracts $2.00 per Issue per
Day
2) 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 Company and will be billed monthly.
3) Reuters, Inc.*
*Based on current vendor costs, subject to change.
Investor Services Group does not currently pass along
the charges for the domestic security prices supplied
by Reuters, Inc.
4) Municipal Market Data* (if applicable)
*Based on current vendor costs, subject to change.
Specific costs will be identified based upon options
selected by the Company and will be billed monthly.
C. SEC Yield Calculation: (if applicable)
Provide up to 12 reports per year to reflect the yield
calculation 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).
III. Fees related to Custody of Fund Assets using UMB Bank, NA
A. DOMESTIC SECURITIES AND ADRS PER PORTFOLIO: (1/12th payable
monthly)
U.S. Dollar Denominated Securities only
.0002 On the First $ 30 Million of Average Net Assets*
.00015 On the Next $ 70 Million of Average Net Assets*
.0001 Over $100 Million of Average Net Assets*
* For multiple custody account Portfolios, fees are based on
COMBINED CUSTODY ACCOUNTS' AVERAGE NET ASSETS.
Minimum monthly fee is $400 per portfolio.
Minimum monthly fee for Portfolios with Multiple Custody
Accounts is $200 per Custody Account.
B. CUSTODY DOMESTIC SECURITIES TRANSACTIONS CHARGE: (billed
monthly)
Book Entry DTC, Federal Book Entry, PTC $ 14.00
Physical Securities/Options/Futures $ 28.00
RIC's $ 24.50
P & I Paydowns $ 11.00
Wires $ 8.00
Check Request $ 8.00
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 $250 per account per month will
apply.
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.
IV. 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
- Proxy solicitations, mailings and tabulations
- 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
- Distribution and Redemption Check Issuance
- Courier services
- Federal Reserve charges for check clearance
- Overtime, as approved by the Fund
- Temporary staff, as approved by the Fund
- Travel and entertainment, as approved by the Fund
- 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 services used to determine Fund NAV)
- Vendor set-up charges for Blue Sky and other services
- Blue Sky filing or registration fees
- XXXXX filing fees o Vendor pricing comparison
- Such other expenses as are agreed to by Investor Services Group and
the Fund
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.
VI. Miscellaneous Charges. The Company shall be charged for the following
products and services as applicable:
- Ad hoc reports
- Ad hoc SQL time
- COLD Storage
- Digital Recording
- Banking Services, including incoming and outgoing wire charges
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Manual Pricing
- Materials for Rule 15c-3 Presentations
- Pre-Printed Stock, including business forms, certificates, envelopes,
checks and stationary
VII. Additional Services
To the extent the Company commences investment techniques such as
Security Lending, Swaps, Leveraging, Short Sales, Derivatives, Precious
Metals, or foreign (non-U.S. dollar denominated) securities and
currency, additional fees will apply. Activities of a non-recurring
nature such as shareholder in-kinds, fund consolidations, mergers or
reorganizations will be subject to negotiation. Any additional/enhanced
services, programming requests, or reports will be quoted upon request.
SCHEDULE "C"
IDENTIFICATION OF FUNDS
Below are listed the separate funds to which services under this Agreement are
to be performed as of the Execution Date of this Agreement:
THE XXXXXXX FUNDS, INC.
The Xxxxxxx U.S. Treasury Money Fund*
DEM Equity Fund
"Investor Shares"
"Institutional Shares"
DEM Index Fund
"Investor Shares"
"Institutional Shares"
DEM Fixed Income Fund
"Investor Shares"
"Institutional Shares"
DEM Multi-Manager Equity Fund
"Investor Shares"
"Institutional Shares"
DEM Multi Manager Bond Fund
"Investor Shares"
"Institutional Shares"
This Schedule "C" may be amended from time to time by agreement of the Parties.
* Services Related to Custody Administration only
January 1, 1999
