AMENDMENT TO ACCOUNTING AND ADMINISTRATION SERVICES AGREEMENT
This Amendment, dated as of the 1st day of April, 2000 made by and between
Xxxxxxxx Growth Fund, Inc. (the "Company") operating as a registered investment
company under the Investment Company Act of 1940, as amended, and PFPC, Inc.
(PFPC), a Delaware corporation (collectively, the "Parties").
WHEREAS, the Parties originally entered into an Accounting Services
Agreement dated as of June 1, 1988 and an Administration Agreement dated as of
March 1, 1990 (the "Agreements"), as amended February 28, 1999, wherein PFPC
agreed to provide certain services to the Company; and
WHEREAS, the Parties wish to amend the Agreements to extend the term of the
Agreement and revise Schedule "B" to the Agreements;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
1. The Agreements shall continue until terminated by the Company or by
PFPC on ninety (90) days' prior written notice to the other party. In the event
the Company gives notice of termination, all expenses associated with movement
(or duplication) of records and materials and conversion thereof to a successor
service provider, and all trailing expenses incurred by PFPC, will be borne by
the Company.
2. Schedule "B" to the Agreements shall be deleted and replaced with the
attached Schedule "B".
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
consisting of one typewritten page, together with amendment Schedule "B", to be
signed by their duly authorized officers as of the day and year first above
written.
Xxxxxxxx Growth Fund, Inc. PFPC Inc.
__________________________ _______________________________
By: Xxxxx X. Xxxxxxxx By: Xxxxxxx X. Xxxxx
Chairman Executive Vice President
Schedule B
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Compensation Schedule
For
Xxxxxxxx Growth Fund, Inc.
Fees Related to Administration and Accounting Services
(Effective April 1, 2000)
Asset Based Fees:
The following annual fee will be calculated based upon each portfolio's average
net assets and payable monthly:
.10% of first $250 million of average net assets;
.075% of next $250 million of average net assets;
.05% of next $250 million of average net assets; and
.03% of average net assets in excess of $750 million.
Minimum Monthly Fee:
$7,500 for each portfolio, excluding out-of-pocket expenses.
For funds below $50 million, a 25% discount will be applied to the minimum fee.
Out-of-Pocket Expenses:
Federal Express, cost to obtain independent security market quotes, processing
fees related to initial Blue Sky filings, cost of access to data warehouse
system, travel to/from Board meetings, etc.
