BRANDES INVESTMENT TRUST and BRANDES INVESTMENT PARTNERS, L.P. THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
XXXXXXX INVESTMENT TRUST and XXXXXXX INVESTMENT PARTNERS, L.P. THIRD
AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
THIS THIRD AMENDMENT dated as of January 23, 2013, to the Transfer Agent Servicing Agreement, dated as of September 29, 2008, as amended November 11, 2010 and November 8, 2011 (the “Agreement”), is entered into by and among Xxxxxxx Investment Trust, a Delaware statutory trust (the “Trust”), U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”) and Xxxxxxx Investment Partners, L.P., a Delaware limited partnership and the investment advisor to the Trust (the “Advisor”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the fees of the Agreement; and WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by the parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.
Appendix I to Exhibit D of the Agreement is hereby superseded and replaced with Amended Appendix I to Exhibit D attached hereto.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 Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
XXXXXXX INVESTMENT TRUST
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U.S. BANCORP FUND SERVICES, LLC
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By: /s/ Xxxx Xxxxx
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By: /s/ Xxxxxxx X. XxXxx
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Name: Xxxx Xxxxx
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Name: Xxxxxxx X. XxXxx
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Title: President
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Title: Executive Vice President
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XXXXXXX INVESTMENT PARTNERS, L.P.
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By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Chief Executive Officer
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l/2013
Amended Exhibit C to the
Xxxxxxx Investment Trust and Xxxxxxx Investment Partners, L.P.
Transfer Agent Servicing Agreement
TRANSFER AGENT & SHAREHOLDER SERVICES
ACCOUNT SERVICES FEE SCHEDULE at February 1, 2013
Annual Service Charges per Fund under [ ] accounts
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Base Fee Per Cusip $[ ]/year
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Annual Service Charges per Fund over [ ] accounts
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Base Fee Per Cusip $[ ]/year
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NSCC Level 3 Accounts $[ ]/open account
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No-Load Fund Accounts $[ ]/open account
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Load Fund Accounts $[ ]/open account
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Closed Accounts $[ ]/closed account
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Activity Charges
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Manual Shareholder Transaction $[ ]/transaction
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Omnibus Account Transaction $[ ]/transaction
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Correspondence $[ ]/item
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Telephone Calls $[ ]/minute
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Voice Response Calls $[ ]/call
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Qualified Plan Accounts $[ ]/account (Cap at $[ ]/SSN)
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Implementation Charges
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First Cusip $[ ]/fund group setup, first Cusip
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Subsequent Cusips $[ ]/each additional Cusip (Waived)
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Conversion $[ ]/account
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Plus Out-of-Pocket Expenses – Including but not limited to telephone toll-free lines, call transfers, mailing, sorting and postage, stationery, envelopes, programming, service/data conversion, AML verification services, special reports, insurance, record retention, literature fulfillment kits, microfilm, microfiche, proxies, proxy services, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC charges, data communication and implementation charges, ACH fees, training, and all other out-of-pocket expenses.
Additional Services – Above pricing is for standard services. Available but not included above are the following services – FAN Web shareholder e-commerce, Vision intermediary e-commerce, FAN Mail electronic data delivery, sales reporting data warehouse, investor e-mail services, literature fulfillment, lead conversion reporting, 12b-1 aging, Short-Term Trader reporting
Fees are billed monthly.
l/2013
Amended Exhibit C (continued) to the Transfer Agent Agreement- Xxxxxxx Investment Trust
CHIEF COMPLIANCE OFFICER
SUPPORT SERVICES
FEE SCHEDULE at October, 2008
Chief Compliance Officer Support Services
U.S. Bancorp provides support to the Chief Compliance Officer (CCO) of each fund serviced either by U.S. Bancorp Fund Services, LLC or Quasar Distributors, LLC. Indicated below are samples of functions performed by USBFS in this CCO support role:
Business Line Functions Supported
Fund Administration and Compliance
Transfer Agent and Shareholder Services
Fund Accounting
Custody Services
Securities Lending Services
Distribution Services
CCO Portal – Web On-line Access to Fund CCO Documents
Daily Resource to Fund CCO, Fund Board, Advisor
Provide USBFS/USB Critical Procedures & Compliance Controls
Daily and Periodic Reporting
Periodic CCO Conference Calls
Dissemination of Industry/Regulatory Information
Due Diligence Review of USBFS Service Facilities
Quarterly USBFS Certification
Board Meeting Presentation and Board Support
Testing, Documentation, Reporting
Annual Fee Schedule*
$[ ] per service line per year
Fees are billed monthly in arrears.
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Amended Appendix I to Exhibit D -Transfer Agent Servicing Agreement
Xxxxxxx Investment Trust and Xxxxxxx Investment Partners, L.P.
MARS Product Initiation Worksheet
System Implementation Cost
(Sales, CRM and Compliance)
(Compliance Only)
Includes TA2000 Data
Additional NSCC transaction charges or other potential intermediary charges are not included
MARS Training
Per day as needed plus travel expenses
Software or Report Customization
Enhanced Support Services
Includes all Basic support components:
File import assistance
Data Scrubbing – Cleaning of Firm, Office and rep info
Database Query Reports
Compliance Reporting Monitoring/Review/Analysis
Business Requirements Analysis
Product and Services
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Monthly Fee
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Monthly Cost
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Monthly Base fee Sales reporting
(includes [ ] users)
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Monthly Base fee Compliance Reporting
(includes [ ] users)
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Monthly Base fee Sales and Compliance
Includes [ ] uses and [ ] compliance users
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Additional Licenses
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Fee per user per month
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Number of Licenses
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Monthly Cost
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CRM User
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Compliance User
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Sales Reporting User
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Omnibus Reconciliation User
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Handheld User
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Additional Module Site License
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Monthly Site License Fee
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Monthly Cost
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OmniServ
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Customer/Account Module *included with Compliance module
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Data Quality Module
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Profile Module
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Multiple Windows Module
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Document Management Module
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Xxxxxx Analytics
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CFG Fulfillment
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Mapping Integration Google Maps * up to [ ] users
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RIA monthly load
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Schwab DSA Automated file load
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Schwab Monthly Sales/Asset portal data load
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Fidelity Monthly Sales/Asset portal data load
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TD Ameritrade Monthly Sales/Sales portal data load
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Schwab Daily Compliance portal load
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Fidelity Daily Compliance portal load
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TD Ameritrade Daily portal load
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Total Monthly Cost plus Enhanced Services if requested
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Additional System setup and implementation fees
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One-time Fee
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One-time cost
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Handheld Server Setup
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RIA Feed Setup
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CFG Fulfillment Setup
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Google Maps Integration Setup
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Standard Interface Setup (Cost per interface)
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Custom Data Interface Setup (Cost per interface)
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Xxxxxx Analytics Integration Setup
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Total One-time Cost
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