EXHIBIT 8(b)(2)
AMENDMENT
TO THE
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and Xxxxxxx Xxxxx Basic
Value Fund, Inc. (the "Fund"), on behalf of itself and certain of its series,
entered into a Transfer Agency, Dividend Disbursing Agency and Shareholder
Servicing Agency Agreement, effective September 1, 1987, (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to reflect
changes in compensation payable to FDS for certain services under the Agreement.
NOW, THEREFORE, FDS and the Fund hereby amend the Agreement as follows:
1. The parties agree that, in order to more accurately reflect the conduct
of their business relationship, Paragraph 3(f) of the Agreement shall be
amended to read in its entirety: "Notwithstanding anything in the
foregoing provisions of this paragraph, FDS agrees to perform its
functions thereunder subject to such modification, delegation, or
assignment (whether in respect of particular cases or in any particular
class of cases) as may from time to time be agreed in a writing signed by
both parties."
2. The parties agree that the compensation payable in connection with
certain accounts will be modified. Pursuant to Section 4 of the
Agreement, the compensation payable to FDS on services for such accounts
is set forth in the Amended and Restated Schedule of Fees attached to
this Amendment, which shall become a part of the Agreement and shall be
effective as of July 2001.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of
this first day of July, 2001.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title:
FINANCIAL DATA SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Vice President
AMENDED AND RESTATED
SCHEDULE OF FEES
XXXXXXX XXXXX MUTUAL FUNDS
Transfer Agency and Record-keeping Fees:
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The Fund shall pay monthly the following transfer agency and record-keeping fees
to FDS, unless otherwise noted:
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Distribution Channel Annual Account Fee
Class A & D Class B & C
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Proprietary Retail/1/ $16 $19
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Third Party/2/ $16 $19
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Direct Account $20 $23
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MFA ERISA/3/ 0.10% 0.10%
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BIS Recordkept Plans/4/ $16 $19
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BISYS Recordkept Plans/5/ $19 $19
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Paychex Recordkept Plans/6/ $16 $19
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NOTES:
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1. Shares are sold through Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("MLPF&S"), excluding MFA ERISA accounts. Certain MLPF&S
fee-based program accounts are subject to separately negotiated
transfer agency and record-keeping fees.
2. Shares are sold through broker-dealers other than MLPF&S.
3. Shares held through the MLPF&S MFA (Mutual Fund Advisor) program or
any other program requiring equalization under ERISA. Fees are
calculated based on daily average assets.
4. Shares are sold to participants of a Corporate or Institutional Market
Plan, as that term is defined by Xxxxxxx Xxxxx Benefits and Investment
Solutions ("BIS"). This category generally includes plans with more
than $3 million in total plan assets that are recordkept by Xxxxxxx
Xxxxx.
5. Shares are sold to participants of a Plan for which BISYS Plan
Services, L.P. is the record-keeper pursuant to certain agreements
with Xxxxxxx Xxxxx.
6. Shares are sold to participants of a Plan for which Paychex, Inc. is
the record-keeper pursuant to certain agreements with Xxxxxxx Xxxxx.
7. Fees apply to accounts that are active for any portion of a month.
Out-of-Pocket Expenses:
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The Fund shall pay the following out-of-pocket costs incurred by FDS in the
performance of this Agreement, including but not limited to:
. Proxies, proxy solicitation and tabulation costs;
. All forms and statements used by FDS in communicating with
shareholders of the Fund or specially prepared for use in connection
with its services hereunder;
. Postage;
. Special mail processing expenses (including, but not limited to,
postal presort, householding, exception extract and duplicate
elimination);
. Envelopes, stationary, forms, blank checks, stock certificates and
supplies;
. Record storage and retrieval;
. Telephone (local and long distance)
. Returned check fees/charges and other similar fees/charges;
. Handling costs or similar supplemental charges imposed by any
third-party vendor delivering goods and services related to the
Agreement;
. Fed wire charges, excluding wires to/from Fund custody accounts; and
. Any other costs as mutually agreed by the parties
Estimated miscellaneous out-of-pocket expenses are paid monthly based on an
annualized rate of $0.04 per account. This estimated expense rate may be
increased or decreased periodically, as necessary, to more accurately reflect
anticipated actual expenses. On a semi-annual basis, the actual miscellaneous
out-of-pocket expenses incurred will be compared to the estimated out-of-pocket
expense paid. The appropriate adjustment will be made by FDS Finance or MLIM
Accounts Payable at that time.
Extraordinary Expenses:
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The fees and expense reimbursements described above do not cover extraordinary
services, including, but not limited to, administration of a merger or
liquidation. Fees and expense reimbursements in connection with extraordinary
services will be mutually agreed by the parties prior to the performance of such
services.
