EXHIBIT 99.(h)(7)
SECOND AMENDED COMBINED FEE AGREEMENT
THIS SECOND AMENDED COMBINED FEE AGREEMENT, made this 31st day of March,
2004, by and among Ameristock Mutual Fund, Inc. ("Ameristock"), a Maryland
corporation, Xxxxx Park Series Trust ("Xxxxx Park"), a Delaware business trust,
Ameristock Corporation (the "Adviser"), a California corporation, and ALPS
Mutual Funds Services, Inc. ("ALPS"), a Colorado corporation (collectively the
"Parties"), supercedes the Amended Combined Fee Agreement dated as of the 5th
day of August, 2002 by and among the Parties.
WHEREAS, Ameristock and Xxxxx Park are open-end management investment
companies registered under the Investment Company Act of 1940, as amended
("Funds");
WHEREAS, the Adviser, the Funds and ALPS have entered into separate
Administration, Fund Accounting and Telephone Service Agreements, each of which
is dated July 1, 2001, concerning the provision of management and administrative
services and fund accounting services for the investment portfolios of the
Funds;
WHEREAS, the Parties entered into a Combined Fee Agreement dated July 1,
2001; and
WHEREAS, the Parties entered into separate Transfer Agency Agreements and
an Amended Combined Fee Agreement (the "Amended Fee Agreement") dated August 5,
2002; and
WHEREAS, Ameristock and Xxxxx Park have entered into separate Management
Agreements with the Adviser on behalf of each Fund;
WHEREAS, the Parties desire to set forth the compensation payable by the
Adviser under the foregoing agreements in a separate written document; and
WHEREAS, the Parties desire to revise the "Base Fee" set forth under
Section 3 of the Amended Fee Agreement. Specifically, they desire to replace the
reference to 3.5 basis points on over $1.5 billion (total trust assets) with 3.5
basis points for $1.5 billion - $2 billion (total trust assets). Additionally,
they desire to include the following breakpoint: 2.5 basis points on over $2
billion (total trust assets).
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the Parties desire to amend the Combined Fee Agreement and
agree as follows:
1. The Administration, Fund Accounting, Telephone Service, and Transfer
Agency Agreements referred to herein shall be referred to collectively
as the "Service Agreements."
2. The Adviser shall pay to ALPS all of the compensation set forth herein
on the dates set forth herein.
3. The amount that is due and payable to ALPS (the "Payment") for its
services under the Service Agreements shall be computed as follows:
BASE FEE (calculated daily and payable monthly)
Greater of $225,000 minimum annual fee or:
- 8.5 basis points $0 - $500 million (total trust assets)
- 6.5 basis points $500 million - $1 billion (total trust assets)
- 4.5 basis points $1 billion - $1.5 billion (total trust assets)
- 3.5 basis points $1.5 billion - $2 billion (total trust assets)
- 2.5 basis points Over $2 billion (total trust assets)
For the purposes of this Agreement, "total trust assets" is defined
as the combined net assets of the investment portfolios of
Ameristock and Xxxxx Park.
ADDITIONAL FUNDS
Minimum fee increased by $75,000/additional fund
TRANSFER AGENCY TRANSACTIONS CHARGES (PAYABLE MONTHLY)
- Manual Trades $ 2.50
- New Account Set-Up $ 6.00
- Manual Maintenance $ 2.00
- Shareholder Correspondence $ 4.00
- Per call charge (above 1,000 calls/month) $ 1.50
OUT-OF-POCKET EXPENSES (payable monthly)
Out-of-pocket expenses include, but are not limited to, the following:
securities pricing services, NASD registered representative licensing costs
for Adviser personnel, NASD filing fees, costs of preparing, printing and
mailing confirmation statements, investor statements and other shareholder
mailings, banking services, off-site records retention, NSCC charges,
customized programming/enhancements, Fund stationery, and other expenses
which may occur at the direction of the Fund.
4. This Agreement shall be governed by, and its provisions shall be
construed in accordance with, the laws of the State of
Colorado.
5. This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements or understandings between parties
with respect to the subject matter herein, including any provisions of
the Service Agreements setting forth specific fees.
6. No change, modification or waiver of any term of this Agreement shall
be valid unless it is in writing and signed by all parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be fully
executed as of the day and year first written above.
Ameristock Mutual Fund, Inc.
By:
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Name:
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Title:
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Xxxxx Park Series Trust
By:
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Name:
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Title
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Ameristock Corporation
By:
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Name:
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Title:
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ALPS Mutual Funds Services, Inc.
By:
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Name: Xxxxxx X. May
Title: Senior Vice President
