FORM OF AMENDMENT
EX-99.g.1(i)
[LOGO]CHASE
THE CHASE MANHATTAN BANK
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
August 28, 2001
The ▇▇▇▇▇▇▇ Relationship Funds
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: AMENDMENT TO MULTIPLE SERVICES AGREEMENT EFFECTIVE MAY 9, 1997
SCHEDULES B1 AND F TO REFLECT THE ADDITION OF THE DSI ENHANCED S&P 500 FUND
Dear Sirs:
We refer to the Multiple Services Agreement effective May 9, 1997 (the
"MSA") between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust Company, which was succeeded by The Chase
Manhattan Bank, and the ▇▇▇▇▇▇▇ Relationship Funds.
The parties hereby agree as follows:
1. "Schedule B1 - List of Series of ▇▇▇▇▇▇▇ Relationship Funds AS
AMENDED MAY 21, 2000" IS REPLACED in its entirety with "Schedule B1 - List
of Series of ▇▇▇▇▇▇▇ Relationship Funds as last amended on August 28,
2001," attached hereto.
2. "Schedule F - Fee Schedule for ▇▇▇▇▇▇▇ Relationship Funds AS AMENDED
MAY 21, 2000" IS REPLACED in its entirety with "Schedule F - Fee Schedule
for ▇▇▇▇▇▇▇ Relationship Funds as last amended on August 28, 2001,"
attached hereto.
The MSA, as amended by this letter amendment, shall continue in full force
and effect.
Page Two
Please evidence your acceptance of the terms of this letter by signing below and
returning one copy to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ Investor Services Co., ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Very truly yours,
THE CHASE MANHATTAN BANK
By:
---------------------------------
Name:
Title:
Accepted and Agreed:
THE ▇▇▇▇▇▇▇ RELATIONSHIP FUNDS
By:
------------------------------------
Name:
Title:
SCHEDULE B1
LIST OF SERIES OF THE ▇▇▇▇▇▇▇ RELATIONSHIP FUNDS
AS LAST AMENDED AUGUST 28, 2001
▇▇▇▇▇▇▇ Global Securities Fund
▇▇▇▇▇▇▇ Global Bond Fund
▇▇▇▇▇▇▇ U.S. Equity Fund
▇▇▇▇▇▇▇ U.S. Large Capitalization Equity Fund
▇▇▇▇▇▇▇ U.S. Intermediate Capitalization Equity Fund
▇▇▇▇▇▇▇ U.S. Value Equity Fund
▇▇▇▇▇▇▇ U.S. Small Capitalization Equity Fund
▇▇▇▇▇▇▇ International Equity Fund
▇▇▇▇▇▇▇ Emerging Markets Equity Fund
▇▇▇▇▇▇▇ ▇▇▇▇ Plus Fund
▇▇▇▇▇▇▇ U.S. Bond Fund
▇▇▇▇▇▇▇ U.S. Short/Intermediate Fixed Income Fund
▇▇▇▇▇▇▇ Limited Duration Fund
Brinson Short-Term Fund
▇▇▇▇▇▇▇ U.S. Treasury Inflation Protected Securities Fund
▇▇▇▇▇▇▇ U.S. Cash Management Prime Fund
▇▇▇▇▇▇▇ High Yield Fund
▇▇▇▇▇▇▇ Defensive High Yield Fund
▇▇▇▇▇▇▇ Emerging Markets Debt Fund
▇▇▇▇▇▇▇ Securitized Mortgage Fund
DSI Enhanced S&P 500 Fund Fund
SCHEDULE F
FEE SCHEDULE FOR THE ▇▇▇▇▇▇▇ RELATIONSHIP FUNDS
AS LAST AMENDED ON AUGUST 28, 2001
ACCOUNTING, ADMINISTRATION, 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, 6.00 basis points of the average weekly non-U.S.
assets of the Customer, 32.50 basis points of the average weekly
emerging markets 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Relationship Funds:
FUND EXPENSE CAP
---- -----------
▇▇▇▇▇▇▇ Global Securities Fund 5 basis points
▇▇▇▇▇▇▇ Global Bond Fund 5 basis points
▇▇▇▇▇▇▇ U.S. Equity Fund 1 basis point
▇▇▇▇▇▇▇ U.S. Large Capitalization Equity Fund 1 basis point
▇▇▇▇▇▇▇ U.S. Intermediate Capitalization Equity Fund 1 basis point
▇▇▇▇▇▇▇ U.S. Value Equity Fund 1 basis point
▇▇▇▇▇▇▇ U.S. Small Capitalization Equity Fund 0 basis point
▇▇▇▇▇▇▇ International Equity Fund 6 basis points
▇▇▇▇▇▇▇ Emerging Markets Equity Fund 50 basis points
▇▇▇▇▇▇▇ ▇▇▇▇ Plus Fund 5 basis points
▇▇▇▇▇▇▇ U.S. Bond Fund 1 basis point
▇▇▇▇▇▇▇ U.S. Short/Intermediate Fixed Income Fund 1 basis point
▇▇▇▇▇▇▇ Limited Duration Fund 1 basis point
Brinson Short-Term Fund 5 basis points
▇▇▇▇▇▇▇ U.S. Treasury Inflation Protected Securities Fund 1 basis point
▇▇▇▇▇▇▇ U.S. Cash Management Prime Fund 1 basis point
▇▇▇▇▇▇▇ High Yield Fund 0 basis point
▇▇▇▇▇▇▇ Defensive High Yield Fund 1 basis point
▇▇▇▇▇▇▇ Emerging Markets Debt Fund 50 basis points
▇▇▇▇▇▇▇ Securitized Mortgage Fund 10 basis points
DSI Enhanced S&P 500 Fund Fund 10 basis points
NO FEE (asset based or otherwise) will be charged on any investments
made by any fund into any other fund managed by ▇▇▇▇▇▇▇ Partners, Inc.
Fees are to be charged ONLY where actual non-▇▇▇▇▇▇▇ Partners,
Inc.-sponsored investment company or series securities are held. Assets
of a series which are invested in another ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital World
Ex-U.S.A. (free) Index or the Salmon 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 ▇▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ Emerging Markets Bond Index Plus
custodied outside the United States of the ▇▇▇▇▇▇▇ 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:
(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) ▇▇▇▇▇ 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.