AMENDMENT TO
TRANSFER AGENT SERVICES AGREEMENT
This Amendment dated as of February 28, 1999, is entered into by XXXXXXXX
GROWTH FUND, INC. (the "Company") and FIRST DATA INVESTOR SERVICES GROUP, INC.
("Investor Services Group"), the successor in interest to FPS SERVICES, INC.
("FPS").
WHEREAS, the Company and FPS entered into an Transfer Agent Services
Agreement dated as of September 27, 1985, which agreement was assigned to
Investor Services Group effective February 23, 1998 (as amended and
supplemented, the "Agreement");
WHEREAS, the Company and Investor Services Group wish to amend the
Agreement to extend the term of the Agreement and revise certain schedules to
the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
hereby agree as follows:
I. The Agreement shall continue in effect from March 1, 1999 for an
initial period ending February 28, 2000 (the "Initial Term"). Upon the
expiration of the Initial Term, the Agreement shall automatically renew for
successive terms of one year ("Renewal Terms") each, unless the Company or
Investor Services Group provides written notice to the other of its intent not
to renew. Such notice must be received not less than ninety (90) days nor more
than one-hundred eighty (180) days prior to the expiration of the Initial Term
or the then-current Renewal Term.
II. Schedule "A" to the Agreement is revised to include the
following:
Cash Management Services. Funds received by Investor Services Group in the
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course of performing its services hereunder will be held in bank accounts
and/or money market fund accounts. With respect to funds maintained in
money market fund accounts, Investor Services Group shall retain any
interest generated or earned. With respect to funds maintained in bank
accounts, Investor Services Group shall retain any excess balance credits
or excess benefits earned or generated by or associated with such bank
accounts or made available by the institution at which such bank accounts
are maintained after such balance credits or benefits are first applied
towards banking service fees charged by such institution in connection with
banking services provided on behalf of the Company.
Lost Shareholders.
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Investor Services Group shall perform such services as are required in
order to comply with Rules 17a-24 and 17Ad-17 of the '34 Act (the"Lost
Shareholder Rules"), including, but not limited to those set forth below.
Investor Services Group may, in its sole discretion, use the services of a
third party to perform the some or all such services.
- documentation of electronic search policies and procedures;
- execution of required searches;
- creation and mailing of confirmation letters;
- taking receipt of returned verification forms;
- providing confirmed address corrections in batch via electronic
media;
tracking results and maintaining data sufficient to comply with the
Lost Shareholder Rules; and
- preparation and submission of data required under the Lost
Shareholder Rules.
III. Schedule "B" to the Agreement shall be deleted and replaced with
the attached Schedule "B", to be effective March 1, 1999.
IV. Except to the extent amended hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
and year first written above.
XXXXXXXX GROWTH FUND, INC. FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: __________________________ By: _____________________________
Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx
Chairman Senior Vice President
Schedule "B"
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Fee Schedule
For
Xxxxxxxx Growth Fund, Inc.
Fees Related to Shareholder Servicing (1/12th payable monthly)
A. $15.00 per account per year per fund
$1.00 additional per account if the funds charge a redemption fee
$18,000 annual minimum per fund*
* The minimum fee is waived for the first two years of a new fund's
operations.
B. IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
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Annual Maintenance Fee - $12.00 per account per year
(Normally charged to participants)
C. FUND/SERV Processing (If Applicable)
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$50.00 per month/per fund monthly maintenance fee
D. Networking Processing (If Applicable)
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$75.00 per month/per fund monthly maintenance fee
E. Literature Fulfillment Services
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$2.00 per inquiry/fulfillment
Lost Shareholder Search/Reporting $2.75 per account search*
*The per account search fee shall be waived until June 2000 so long as
the Fund retains Xxxxx Tracers, Inc. ("KTI") to provide the Fund with
KTI's "In-Depth Research Program" services.
Out-of-Pocket Expenses
The Company shall reimburse Investor Services Group monthly for applicable out-
of-pocket expenses, including, but not limited to the following items:
. Postage - direct pass through to the Fund
. Telephone and telecommunication costs, including all lease,
maintenance and line costs
. Shipping, Certified and Overnight mail and insurance
. Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
. Duplicating services
. Courier services
. Overtime, as approved by the Company
. Temporary staff, as approved by the Company
. Travel and entertainment, as approved by the Company
. Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
. Third party audit reviews
. Insurance
. Pricing services (or other services used to determine Fund NAV)
. Vendor pricing comparison
. XXXXX filing fees
. Such other expenses as are agreed to by Investor Services Group and
the Company
The Company agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with Investor Services Group. In addition,
the Company will promptly reimburse Investor Services Group for any other
unscheduled expenses incurred by Investor Services Group whenever the Company
and Investor Services Group mutually agree that such expenses are not otherwise
properly borne by Investor Services Group as part of its duties and obligations
under the Agreement.
Miscellaneous Charges
The Company shall be charged for the following products and services as
applicable:
. Ad hoc reports
. Ad hoc SQL time
. Manual Pricing
. Materials for Rule 15c-3 Presentations
. COLD Storage
. Digital Recording
. Microfiche/microfilm production
. Magnetic media tapes and freight
. Pre-Printed Stock, including business forms, certificates, envelopes,
checks and stationary
Fee Adjustments
After the one year anniversary of the effective date of this Amendment, Investor
Services Group may adjust the fees described in the above sections once per
calendar year, upon thirty (30) days prior written notice in an amount not to
exceed the cumulative percentage increase in the Consumer Price Index for All
Urban Consumers (CPI-U) U.S. City Average, All items (unadjusted) - (1982-
84=100), published by the U.S. Department of Labor since the last such
adjustment in the Client's monthly fees (or the Effective Date of the Amendment
absent a prior such adjustment).
