Exhibit (h)(ii) under Form N-1A
Exhibit 10 under Item 601/Reg SK
EXHIBIT 1
CONTRACT
DATE INVESTMENT COMPANY
Portfolios
Classes
December 1, 1997 RIMCO MONUMENT FUNDS
RIMCO Monument U.S. Treasury Money Market Fund
RIMCO Monument Prime Money Market Fund
Class A Shares
Class B Shares
RIMCO Monument Bond Fund
RIMCO Monument Stock Fund
RIMCO Monument Small Capitalization Equity Fund
Federated services company provides the following services:
Fund Accounting Services;
Administrative Services; and
Transfer Agency Services
RIMCO MONUMENT FUNDS
AGREEMENT
FOR
FUND ACCOUNTING SERVICES,
ADMINISTRATIVE SERVICES,
TRANSFER AGENCY SERVICES
AND
CUSTODY SERVICES PROCUREMENT
SCHEDULE OF COMPENSATION
I. GENERAL FEE
For all Fund Accounting, Administrative, and Transfer Agency Services provided
pursuant to this Agreement, the Investment Company agrees to pay and the Company
hereby agrees to accept as full compensation for its services rendered hereunder
a fee equal to 0.16% of the average daily net assets of the Funds, plus
out-of-pocket expenses.
II. FUND ACCOUNTING SERVICES OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to, the following: postage
(including overnight courier service), statement stock, envelopes, telephones,
telecommunication charges (including FAX), travel, duplicating, forms, supplies,
microfiche, computer access charges, client specific system enhancements ,access
to the shareholder recordkeeping system, security pricing services, variable
rate change notification services, paydown factor notification services
III. TRANSFER AGENCY SERVICES OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include but are not limited to postage (including
overnight courier service), statement stock, envelopes, telecommunication
charges (including Fax), travel, duplicating, forms, supplies, microfiche,
computer access charges, client specific enhancements, disaster recovery, closed
account fees, processing fees (including check encoding), and expenses incurred
at the specific direction of the Fund. Postage for mass mailings is due seven
days in advance of the mailing date.
IV. INTERNET SHAREHOLDER TRADING PRICING SCHEDULE
In the event that the Funds begin to offer shareholders the ability to effect
transactions in Fund shares over the Internet, the following charges shall
apply:
1. ONE TIME CHARGES:
O Set Up Charge: $5,000
o Basic Package Charge: $10,000
2. TRANSACTION CHARGES:
o Inquiry: $0.10/per
o All other Transactions: $1.00/per
3. MINIMUM CHARGE:
o $2,000 per month
V. PAYMENT
Payment is due thirty days after the date of the invoice.
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be
executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of December 1, 1997.
RIMCO MONUMENT FUNDS
By: /S/ XXXXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /S/ XXXXXX X. XXXX
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
Agreement
This Agreement is made and entered into as of December 1, 1997, by
Federated Services Company ("Federated") and Xxxxx Bank, on behalf of itself,
its affiliates, (collectively, "Xxxxx") in consideration of the premises and
mutual covenants herein contained, and intending to be legally bound hereby.
1. Xxxxx xxxxxx agrees as follows:
(a) Immediately upon termination of the Agreement for Fund Accounting
Services, Administrative Services and Transfer Agency Services, dated as of
December 1, 1997, between Federated and the RIMCO Monument Funds (the "Services
Agreement") for any reason including, without limitation, the expiration of its
stated term (unless immediately upon expiration of such term, Federated
continues to provide services pursuant to an amendment to the Services Agreement
or a new services agreement) or for the reasons specified in Article 24 of the
Services Agreement, Xxxxx shall reimburse Federated for all unreimbursed costs
incurred by Federated for the creation, registration and initial offering of any
portfolio or class of the RIMCO Monument Funds, or any successor thereof (the
"Funds"), that became effective with the Securities and Exchange Commission
within the twelve month period preceding the termination of the Services
Agreement;
(b) In the event of a direct or indirect change in control, merger,
consolidation, liquidation, or acquisition of Xxxxx or acquisition by Xxxxx or,
in each case, of or by an affiliate of Xxxxx, (the "Corporate Transaction"),
Xxxxx agrees not to take or recommend any action that, directly or indirectly,
would lead to a termination of the Services Agreement or the cessation of
Federated's provision of services thereunder to any of the Funds, including,
without limitation, a transaction involving the Funds such as the combination or
reorganization of one or more of the Funds with or into one or more investment
companies that do not receive services from Federated; and
(c) The provisions of paragraphs (a) and (b) above are in addition to, and
in no way limit, any rights that Federated may have under the Services
Agreement, or any arrangements that Federated may make with any entity who
replaces Federated in providing such services to the Funds, or both.
2. Federated hereby agrees as follows:
(a) The addition of new classes or new series to the Funds would be based
on mutual agreement of Xxxxx and Federated after review of the business plan(s)
in support of the new class or series and development of an appropriate time
schedule for creating such new classes or series;
(b) Federated hereby agrees that its provision of services to the Funds
under the Services Agreement is in no way contingent or dependent upon either:
the continuation of any current business dealings between Federated and Xxxxx
(including their respective affiliates); or the establishment of, or failure to
establish or expand, any such dealings in the future; including, without
limitation, conversion of assets into the Funds, or the use of any of
Federated's other products or services by Xxxxx or its affiliates;
(c) Federated hereby agrees to partially waive its fees under the Services
Agreement so as to limit its fees thereunder to an annual rate of 14 basis
points on the aggregate assets of the Funds (exclusive of out-of-pocket
expenses); and
(d) Federated hereby agrees to assist in developing a proposal for
effecting a transition to a new Board of Trustees of the Funds. It is understood
that such a Board would be constituted in a manner consistent with applicable
laws, and that such action must be approved by both the current Board of
Trustees and by the shareholders of the Funds.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first above
written.
XXXXX BANK
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
FEDERATED SERVICES COMPANY
By: /S/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
