Exhibit h(5)
June 15, 1999
THE XXXXX FUND
Re: Transfer Agency Service Fees
Dear Sir/Madam:
This letter represents a revision to 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 The Xxxxx Fund, formerly,
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.
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 Charges1
Participant Fee: $50.00 per month
CPU Access Fee: $40.00 per month
Transaction Fee: $ .50 each
PNC System Access Charges2
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
4) NSCC Networking:
NSCC Direct Out-of-Pocket Charges1
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 Charges2:
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
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
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 5 years) $50.00 each
7) Monthly Base Fee:
$3,000 per Portfolio/class, plus per account charges; excluding
transaction charges and out-of -pocket expenses.
The monthly base fee for each Portfolio/class with respect to such
Portfolio/class' 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
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 intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.
Very truly yours,
PFPC INC.
By: /S/ XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
Agreed and Accepted:
THE XXXXX FUND
By: /S/ XXXX X. XXXXXXXXX
Name: Xxxx X. Xxxxxxxxx
Title: President
53141.1.49
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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.
