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Exhibit 8D
June 20, 1996
XXXXX TREASURY FUND
RE: TRANSFER AGENCY SERVICES FEES
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc. ("PFPC") under the terms of a Transfer Agency Services
Agreement dated June 20, 1996 between Xxxxx Treasury Fund ("you" or the "Fund")
and PFPC (the "Agreement"). Pursuant to Paragraph 11 of that Agreement, and in
consideration of the services to be provided to each of the Fund's investment
portfolios listed on Exhibit A of the Agreement, as such Exhibit A may be
amended from time to time (each, a "Portfolio"), you will pay PFPC the
following:
1) Account Fee:
Annual, Semi-Annual Dividend: $10.00 per account per annum
Quarterly Dividend: $12.00 per account per annum
Monthly Dividend: $15.00 per account per annum
Daily Accrual Dividend: $18.00 per account per annum
Inactive Account: $ .30 per account per month
For contingent deferred sales charge funds, our per account fees will
increase by 12% per account.
Fees shall be calculated and paid monthly based on one-twelfth (1/12th)
of the annual fee. An inactive account is defined as having a zero
balance with no dividend payable. Inactive accounts are purged annually
after year-end tax reporting.
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2) Transaction Charges:
Master/Omnibus Account: $1.25 per purchase/redemption
Wire order desk: $6.00 per broker call to place
transactions
New Account Opening: $ .40 per account (electronic
interface)
$3.50 per account (paper)
Checkwriting: $1.85 per account per year
.50 per check (returned)
.10 per check (not returned)
Commission Cycle: $ .25 per account per calculation
12b-1 Calculation: $ .25 per account per calculation
3) Fundserv/Networking:
NSCC Direct Out-of-Pocket Charges(1):
Participant Fee: $50.00 per month
CPU Access Fee: $40.00 per month
Transaction Fee: $ .50 each
PNC System Access Charges(2):
Base Facility Use Fee: $500.00 per month per fund family
Transaction Fees per month per transaction based on total transactions
each month as follows:
$ .50 per transaction for
1 to 1000 transactions
.46 per transaction for
1001 to 2000 transactions
.40 per transaction for over
2000 transactions
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4) NSCC Networking:
NSCC Direct Out-of-Pocket Charges(1):
Membership Fee: $250.00 per month
Sub-Account Fee: $ .045 per month per sub-account-
Daily/Monthly Dividend
$ .03 per month per sub-account-
Other
Position File Fee: $100.00 per position file per CUSIP
for more than 2 positions
per CUSIP per month
PNC System Access Charges(2):
Base Facility Use Fee: $325.00 per month per fund family
Sub-Account Fees: $ .05 per month per sub-account
Position File Fee: $100.00 per position file per CUSIP
for more than 2 position
files per CUSIP per month
(1) NSCC will deduct its monthly fee on the 15th of each month from PNC's cash
settlement that day. PNC will include these charges on its next bill as
out-of-pocket expenses.
(2) Plus: out-of-pocket expenses for settlements; wire charges; NSCC pickup
charges; hardware, CRT's, modems; line (if required); etc.
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5) Additional Out-of-Pocket Expenses
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage
d. Federal Express, delivery, courier services
e. Hardware/phone lines for remote terminal(s) (if required)
f. Microfiche/microfilm
g. Wire fee for receipt or disbursement: $10.00 per wire
h. ACH Transaction Charge: $.20 per item
i. Mailing fee: Approximately $.08 per item for standard inserts; $.015
each additional insert
j. Cost of proxy solicitation, mailing and tabulation:
$350.00 base fee
$ .30 per proxy issued (5,000 account end up)
$ .45 per proxy issued (less than 5,000 accounts)
$100.00 plus travel expenses for judge of elections
$ postage and Federal Express as incurred
k. Certificate issuance fee: $2.00 per certificate
l. Audio response (if applicable)
m. Record retention storage
n. "B"/"C" notice mailing and IRS levies: $3.00 per item
o. Locating lost shareholders in anticipation of escheating:
$7.50 per name
p. Individual state tax filings
q. Development/programming costs: negotiated time and material
r. Consolidated statements: one annual statement included in pricing;
additional production $.25 per page, per production
s. Sales tracking system interfaces: negotiated time and expenses
t. Fulfillment
u. Creation of user tapes: $100 per occurrence
v. Labels: $.06 each; $100 minimum
w. Non-PFPC reruns: time and material cost
x. Ad hoc reports: Standard $.01 per record processed - plus $100.00 set
up fee; same day turnaround additional $100.00 set up fee
y. Retroactive record dates: $100.00 plus $.025 per account
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6) Additional Expenses (Which May be Paid by Shareholders):
a. IRA/Xxxxxx Processing: $10.00 per account per annum
5.50 new account set-up fee
10.00 per transfer out
b. Exchange Fee: $ 5.00
c. Stop Payments: $ 9.50 each
Non-Sufficient Funds: 25.00 each
Check Copies: 2.50 each
d. Account Transcripts: $35.00 each
(within 3 most
recent years)
(if older than $50.00 each
5 years)
7) Monthly Minimum Fee:
$3,000 per Portfolio, plus per account charges; excluding transaction
charges and out-of-pocket expenses.
The monthly base fee for each Portfolio with respect to such Portfolio's
first year of operations, exclusive of out-of-pocket expenses, shall be waived
for start-up portfolios in accordance with the following step-in schedule:
Month Number Minimum Monthly
(from start of operations) Fee Waivers
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1-2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10 20%
11 10%
12 0%
If during the next three years, PFPC is removed from the Transfer Agency
Services Agreement referenced above, the Fund shall pay any costs of time and
material associated with the deconversion and PFPC will recoup 100% of the fees
waived during the first two years.
The fee for the period from the date hereof until the end of the year shall
be prorated according to the proportion which such period bears to the full
annual period.
If the foregoing accurately sets forth our agreement and you
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intend to be legally bound thereby, please execute a copy of this letter and
return it to us.
Very truly yours,
PFPC INC.
/s/XXXXXX X. XXXXXXXXX
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By: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
XXXXX TREASURY FUND
/s/ XXXX X. XXXXXXXXX
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By: Xxxx X. Xxxxxxxxx
Title: President
