EX-99.g.1.e
AMENDMENT RELATING TO ADMINISTRATIVE SERVICES
UNDER MULTIPLE SERVICES AGREEMENT
This AMENDMENT, dated May 21, 2001, is between The Xxxxxxx
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 Bank
shall provide certain administrative services to the Customer and its Series;
and
WHEREAS, the Board of Trustees of the Customer has appointed
Xxxxxxx Advisors, Inc. to serve as the administrator of the Customer; and
WHEREAS, as a result of such appointment, it is necessary to
modify the Agreement to reflect the scope of administrative services to be
provided by the Bank to the Customer, as provided in this Amendment; and
WHEREAS, the Customer and the Bank desire to continue the
Agreement, subject to the modifications set forth in this Amendment;
NOW, THEREFORE, effective May 21, 2001, the Agreement is
amended as follows:
1. The initial paragraph of Section II of the Agreement is
deleted, and replaced by the following:
The Customer hereby appoints the Bank as its accounting
services and transfer agent to the Series, and the Bank hereby
accepts such appointment. In addition, to the extent delegated
to the Bank by Xxxxxxx Advisors, Inc. ("Advisors"), the
administrator of the Customer, the Bank shall be responsible
for the provision of certain administrative services to the
Customer and its Series. This Section II. of this Agreement
relates solely to the provision of accounting and transfer
agency services to the Customer and its Series, and, to the
extent delegated to the Bank by Advisors, the provision of
administrative services to the Customer and its Series. For
purposes of this Section II., the term "Bank" shall include
the Bank and its agents.
2. "Schedule F-Fee Schedule for The Xxxxxxx Funds, As Amended
May 9, 2000" is hereby replaced in its entirety with "Schedule F-Fee Schedule
for The Xxxxxxx Funds, Effective May 21, 2001" attached hereto.
3. Unless expressly defined herein, the terms used in this
Amendment shall have the meaning assigned to them in the Agreement.
4. 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/ Xxxxx Xxxxxxxxxx
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Title:
THE XXXXXXX FUNDS
By: /s/ Xxxx Xxxxxxxx
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Title: Treasurer and Principal Accounting
Officer
SCHEDULE F
FEE SCHEDULE FOR THE XXXXXXX FUNDS
EFFECTIVE MAY 21, 2001
ACCOUNTING, TRANSFER AGENCY AND
CUSTODY SERVICES ANNUAL FEE SCHEDULE
1. On an annual basis, 0.25 basis points of the average weekly U.S. assets
of the Customer and 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 Funds.
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.
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 the 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 Customer's emerging markets equity
funds 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 Customer's emerging markets
debt funds (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:
(1) taxes;
(2) 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;
(3) SEC and state Blue Sky registration and qualification fees,
levies, fines and other charges;
(4) XXXXX filing fees;
(5) independent public accountants;
(6) insurance premiums including fidelity bond premiums;
(7) outside legal expenses;
(8) costs of maintenance of corporate existence;
(9) expenses of typesetting and printing of prospectuses for
regulatory purposes and for distribution to current
shareholders of the Customer;
(10) expenses of printing and production costs of shareholders'
reports and proxy statements and materials;
(11) trade association dues and expenses; and
(12) 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.
2. 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.
