KOPP FUNDS, INC. SIXTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Exhibit (h.1)(viii)
XXXX FUNDS, INC.
SIXTH AMENDMENT TO THE
TRANSFER AGENT SERVICING AGREEMENT
THIS SIXTH AMENDMENT dated as of May 10, 2004, to the Transfer Agent Servicing Agreement, dated as of October 1, 1997 (the "Agreement"), is entered by and between Xxxx Funds, Inc., a Minnesota corporation (the "Company") 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 Company and USBFS desire to amend said Agreement; and
WHEREAS, Section 2 and 9 A. of the Agreement allow for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit A of the Agreement is hereby superceded and replaced with Exhibits A, B and C attached hereto.
In addition, with respect to transfer agency compensation paid by the Company, Section 2 of the Agreement is hereby supplemented as follows:
Agent acknowledges that its transfer-agent per-account fee is $20.00 annually in a load fund. Company and Agent agree that broker-dealers may perform certain transfer-agency related services for the Company, including processing orders and mailing confirmations, processing and mailing statements to shareholders, tax reporting, and dividend processing. If such broker-dealers have entered into matrix level III networking reimbursement agreements, in writing, with the Company or the fund’s distributor, then Agent agrees to pay the broker on behalf of the Company up to $10 per shareholder account in accordance with said written agreements. The Company will incur this transfer-agent expense in addition to the $10 per-account fee paid to Agent, but the total transfer agency fees and expenses incurred by the Company shall not exceed the aggregate amount that the Company would have paid to Agent if such broker-dealers were not reimbursed for networking arrangements.
Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
XXXX FUNDS, INC.
U.S. BANCORP FUND SERVICES, LLC
By: Xxxx X. Flakne___________________
By: Xxxxxx Neuberger___________________
Attest: Xxxxx Tillotson________________
Attest: Xxx X. Redwine________________
Exhibit A
Transfer Agent and Shareholder Servicing
Annual Fee Schedule
(Effective June 1, 2004 unless otherwise noted)
Separate Series of Xxxx Funds, Inc.
Name of Series
Date Added
Xxxx Emerging Growth Fund - Class A
October 1, 1997
Xxxx Emerging Growth Fund - Class I
October 1, 1997
Xxxx Emerging Growth Fund - Class C
December 31, 1998
Annual Fees:
Asset Charge:
1.5 bps on the first $500 million
1.0
bps on the next $2 billion
0.5 bps on the balance
Per Account Charge:
$20.00 per shareholder account – load fund (matrix level I, II or IV)
$10.00 per shareholder account – load fund (matrix level III)
$18.00 per shareholder account – no-load fund
$5.00 per closed shareholder account
$ 1.00 per phone call serviced by a customer service representative
Dealer Reclaim Service - $1,200 annual fee
Minimum annual fees of $10,000 for each additional fund or class
Extraordinary services quoted separately.
Plus Out-of-Pocket Expenses, including but not limited to:
Telephone – toll free lines
Proxies
Postage
Retention of records
Programming (with prior approval)
Microfilm/fiche of records
Stationery/envelopes
Special reports
Mailing
ACH fees
Insurance
NSCC charges
ACH Shareholder Services
$125.00 per month per fund group
$ .50 per account setup and/or change
$ .50 per ACH item
$5.00 per correction, reversal, return item
Qualified Plan Fees (Billed to Investors)
Annual maintenance fee per account (inc. CESAs)
$12.50 / acct. (Cap at $25.00 per SSN)
Transfer to successor trustee
$15.00 / trans.
Distribution to participant
$15.00 / trans. (Exclusive of SWP)
Refund of excess contribution
$15.00 / trans.
Additional Shareholder Fees (Billed to Investors)
Any outgoing wire transfer
$15.00 / wire
Return check fee
$25.00 / item
Stop payment
$25.00 / stop
(Liquidation, dividend, draft check)
Research fee
$ 5.00 / item
(For requested items of the second calendar year [or previous] to the request) (Cap at $25.00)
EXHIBIT B
Anti-Money Laundering Fee Schedule
The fees associated with USBFS’s assigned duties and responsibilities are threefold: a base annual fee based on the number of shareholder accounts, a new account fee, and out-of-pocket fees for required database searches on both new and existing accounts. These fees are set forth below:
AML Base Service (excluding network level three accounts)
0-999 accounts -
$500.00 per year
1,000-4,999 accounts -
$1,000 per year
5,000-9,999 accounts -
$2,500 per year
10,000 + accounts -
$5,000 per year
AML New Account Service -$1.00 per new domestic account
-$2.00 per new foreign account
Out-of-pocket expenses -at cost of database search engine used
-all other out-of-pocket expenses
EXHIBIT C
NSCC
Out-of-Pocket Charges
NSCC Interfaces
Setup
Fund/SERV, Networking ACATS, Exchanges
$5,000 setup (one time)
Commissions
$5,000 setup (one time)
Processing
Fund/SERV
$ 50.00 / month
Networking
$250.00 / month
CPU Access
$ 40.00 / month
Fund/SERV Transactions
$ .35 / trade
Networking – per item
$ .025 / monthly dividend fund
Networking – per item
$ .015 / non-mo. dividend fund
First Data
$ .10 / next-day Fund/SERV trade
First Data
$ .15 / same-day Fund/SERV trade
NSCC Implementation
8 to 10 weeks lead time
DAZL (Direct Access Zip Link – Electronic mail interface to financial advisor network)
Setup
$5,000 / fund group
Monthly Usage
$1,000 / month
Transmission
$ .015 / price record
$ .025 / other record
Enhancement
$ 125 / hour
Fees and out-of-pocket expenses are billed to the fund monthly.