EX-99.g.1(a)
AMENDMENT RELATING TO FEE OBLIGATION AND CONTINUATION OF
MULTIPLE SERVICES AGREEMENT
This AMENDMENT, dated May 9, 2000, is between the Xxxxxxx Relationship
Funds, a Delaware business trust (the "Customer"), on behalf of its separate
Series, and The Chase Manhattan Bank (the "Bank"). It amends the Multiple
Services Agreement effective May 9, 1997, as amended from time to time, (the
"Agreement") between the Customer and Xxxxxx Xxxxxxx Trust Company, a
predecessor company to the Bank.
WHEREAS, the terms of the Agreement provide that the Agreement shall expire
on May 9, 2000;
WHEREAS, the Customer and Bank desire to continue the Agreement subject to
the modifications set forth in this Amendment; and
WHEREAS, the Bank desires to increase the fee on the non-U.S. assets of the
Customer paid by the Customer to the Bank and the Customer agrees;
NOW, THEREFORE, effective May 9, 2000, the Agreement is amended as follows:
3. Sub-section 9(g) of Section III. of the Agreement is modified by deleting
the Bank's address and inserting, in lieu thereof, the following: The Chase
Manhattan Bank, 4 New York Plaza, New York, N.Y. 10004, Attention: Global
Investor Services.
4. Paragraphs (i) and (ii) of Sub-section 9(h) of Section III. of the
Agreement are hereby deleted in their entirety and replaced with the
following:
(iii) This Agreement shall continue in effect until March 31, 2001 and
shall thereafter renew automatically each year for an additional
one year term unless either party gives the other written notice
of its intent not to renew at least 90 days prior to the end of
the then-current term.
(iv) Notwithstanding Paragraph (i) of Sub-section 9(h) of Section
III., the Customer or the Bank may terminate the Agreement in its
entirety or as to Section I. or Section II. only by giving ninety
(90) days written notice to the other, provided that such notice
by Customer to the Bank shall specify the names of the persons to
whom the Bank shall deliver the Assets in the Accounts; and
further provided that, if Bank is the terminating party, Customer
may extend the termination period by up to an additional sixty
(60) days by sending prompt written notice ("Extension Notice")
to Bank of its intent to do so (including the number of
additional days). If notice of termination is given by the Bank,
the Customer shall, within ninety (90) days (or such other amount
of days as is contemplated by the Extension
Notice) following receipt of the notice, deliver to the Bank
Instructions specifying the names of the persons to whom the Bank
shall deliver the Assets. In either case the Bank will deliver the
Assets to the persons so specified, after deducting any amounts which
the Bank determines in good faith to be owed to it under Sub-section
7 of Section III. of this Agreement.
If within ninety (90) days following receipt of a notice of
termination by the Bank, the Bank does not receive Instructions from
the Customer specifying the names of the persons to whom the Bank
shall deliver the Assets, the Bank, at its election, may deliver the
Assets to a bank or trust company doing business in any State within
the United States to be held and disposed of pursuant to the
provisions of this Agreement, or to Authorized Persons, or may
continue to hold the Assets until Instructions are provided to the
Bank; provided, however, that the Bank shall have no obligation to
-------- -------
settle any transactions in securities for the Accounts following the
expiration of the ninety (90) day period referred to in this sentence
except those transactions which remained open prior to the expiration
of such ninety (90) day period.
6. "Schedule F -- Fee Schedule for the Xxxxxxx Relationship Funds, Effective
June 1, 1998" is hereby replaced in its entirety with "Schedule F -- Fee
Schedule for the Xxxxxxx Relationship Funds, Effective May 9, 2000"
attached hereto.
7. Unless expressly defined herein, the terms used in this Amendment shall
have the meaning assigned to them in the Agreement.
8. Except as expressly modified hereby, the Agreement is confirmed in all
respects.
IN WITNESS WHEREOF, the parties have duly executed this Amendment.
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Title: Principal
----------------------
XXXXXXX RELATIONSHIP FUNDS
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Title: Secretary & Treasurer
----------------------
SCHEDULE F
----------
FEE SCHEDULE FOR THE XXXXXXX RELATIONSHIP FUNDS
-----------------------------------------------
Effective May 9, 2000
Accounting, Administration, Transfer Agency and
Custody Services Annual Fee Schedule
3. On an annual basis, 0.25 basis points of the average weekly U.S.
assets of the Customer, 6.00 basis points of the average weekly non-
U.S. assets of the Customer, 32.50 basis points of the average weekly
emerging market equity assets of the Customer and 1.90 basis points of
the average weekly emerging markets debt assets of the Customer.
There will be an annual fee of $25 for each shareholder account within
The Xxxxxxx Relationship Funds.
An additional fee of 7.50 basis points will be charged for
administrative duties. PLEASE NOTE: The additional fee of 7.50 basis
points can ONLY be charged up to the extent it does not make a fund
exceed its expense cap. Please see below for the expense caps of each
fund within the Xxxxxxx Relationship Funds:
Fund Expense Cap
---- -----------
Xxxxxxx Global Securities Fund 5 basis points
Xxxxxxx Global Bond Fund 5 basis points
Xxxxxxx U.S. Equity Fund 1 basis point
Xxxxxxx U.S. Large Capitalization Equity Fund 1 basis point
Xxxxxxx Intermediate Capitalization Equity Fund 1 basis point
Xxxxxxx U.S. Value Equity Fund 1 basis point
Xxxxxxx U.S. Small Capitalization Equity Fund 0 basis points
Xxxxxxx Global (Ex-U.S.) Equity Fund 6 basis points
Xxxxxxx Emerging Markets Equity Fund 50 basis points
Xxxxxxx Xxxx Plus Fund 5 basis point
Xxxxxxx U.S. Bond Fund 1 basis point
Xxxxxxx U.S. Short/Intermediate Fixed Income Fund 1 basis point
Xxxxxxx Limited Duration Fund 1 basis point
Brinson Short-Term Fund 5 basis points
Xxxxxxx U.S. Treasury Inflation Protected Securities Fund 1 basis point
Xxxxxxx U.S. Cash Management Prime Fund 1 basis point
Xxxxxxx High Yield Fund 0 basis points
Xxxxxxx Defensive High Yield Fund 1 basis point
Xxxxxxx Emerging Markets Debt Fund 50 basis points
NO FEE (asset based or otherwise) will be charged on any investments
made by any fund into any other fund managed by Xxxxxxx Partners, Inc.
Fees are to be charged ONLY where actual non-Xxxxxxx Partners, Inc.-
sponsored investment company or series securities are held. Assets of
a series which are invested in another Xxxxxxx Partners, Inc.-
sponsored investment company or series shall not be counted in
determining whether or not the charging of the 7.50 basis points
charge for administrative duties would cause a fund to exceed its fee
cap and shall not be counted in determining the amount of assets
subject to the 7.50 basis points.
For purposes of this Schedule F, the "average weekly U.S. assets of
the customer" means the average weekly U.S. assets custodied within
the United States of the Customer as calculated by the Accounting
Agent for the month for which the statement reflecting the charges for
a given month relates. For purposes of this Schedule F, the "average
weekly non-U.S. assets of the customer" means the average weekly
balance of countries included in the Xxxxxx Xxxxxxx Capital World Ex-
U.S.A. (free) Index or the Salomon Non-U.S. Government Bond Index
(including assets with a country of issue of the European Economic
Community and held in Euroclear or CEDEL) custodied outside the United
States of the Customer as calculated by the Accounting Agent for the
month for which the statement reflecting the charges for a given month
relates. For purposes of this Schedule F, the "average weekly emerging
markets equity assets of the customer" means the average weekly
balance of the countries included in the International Finance
Corporation Global Index (excluding countries included in the Xxxxxx
Xxxxxxx Capital World Ex-U.S.A (free) Index or Salomon Non-U.S.
Government Bond Index, but including assets with a country of issue in
the local market contained in such index that are held in Euroclear or
CEDEL) custodied outside the United States of the Xxxxxxx Emerging
Markets Equity Fund as calculated by the Accounting Agent for the
month for which the statement reflecting the charges for a given month
relates. For purposes of this Schedule F, the "average weekly emerging
markets debt assets of the customer" means the average weekly balance
of the countries included in the X.X. Xxxxxx Emerging Markets Bond
Index Plus custodied outside the United States of the Xxxxxxx Emerging
Markets Debt Fund (including assets with a country of issue in the
local market contained in such index that are held in Euroclear or
CEDEL) as calculated by the Accounting Agent for the month for which
the statement reflecting the charges for a given month relates.
Those fees include all out-of-pocket expenses or transaction charges
incurred by the accountant, administrator, transfer agent and
custodian with the exception of the following:
The Customer will be billed directly by Other Parties for the
following direct Customer expenses or transaction charges:
(13) taxes;
(14) salaries and other fees of officers and directors who are not
officers, directors, shareholders or employees of Other Parties, or
the Customer's investment adviser;
(15) SEC and state Blue Sky registration and qualification fees, levies,
fines and other charges;
(16) XXXXX filing fees;
(17) independent public accountants;
(18) insurance premiums including fidelity bond premiums;
(19) outside legal expenses;
(20) costs of maintenance of corporate existence;
(21) expenses of typesetting and printing prospectuses for regulatory
purposes and for distribution to current shareholders of the
Customer;
(22) expenses of printing and production costs of shareholders' reports and
proxy statements and materials;
(23) trade association dues and expenses; and
(24) travel and lodging expenses of the Customer's directors and officers
who are not directors, officers and/or employees of Other Parties.
Customer will not be billed directly for any direct Customer Expenses or
pay any other direct Customer expenses, unless the payment of such direct
expenses is agreed to in writing by Customer.
4. Upon termination of the provision of services under this Agreement before
the end of any month, the fee for the part of the month before such
termination or the date after which the provision of services ceases,
whichever is later, shall be prorated according to the proportion which
such part bears to the full monthly period and shall be payable upon the
date of such termination or the date after which the provision of the
services ceases, whichever is later.
