AMENDMENT TO THE BRAZOS MUTUAL FUNDS’ CUSTODY, FUND ACCOUNTING, FUND ADMINISTRATION AND TRANSFER AGENT SERVICING AGREEMENTS
AMENDMENT
TO THE BRAZOS MUTUAL
THIS AMENDMENT dated as of
this 10th day of
February, 2006, to the Custody Agreement, dated as of October 1, 2002, the Fund
Accounting Servicing Agreement dated as of August 1, 2005, the Fund
Administration Servicing Agreement dated October 1, 2002, as amended November
12, 2003 and the Transfer Agent Servicing Agreement dated as of November 25,
2002, respectively, (the “Agreements”), is entered by and among Brazos Mutual Funds, a
Delaware business trust (the “Trust”), U.S. Bank, N.A., a national
banking association (the “Custodian”) and U.S. Bancorp Fund Services,
LLC, a Wisconsin limited liability company (“USBFS”).
Effective
January 1, 2006, the fee schedules of the Agreements are hereby superseded and
replaced with the respective fee schedules attached hereto. Except to
the extent amended hereby, the Agreements shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by a duly authorized
officer on one or more counterparts as of the date and year first written
above.
| BRAZOS MUTUAL FUNDS | U.S BANCORP FUND SERVICES, LLC |
| By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. | By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. | Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Title: CFO / Treasurer | Title: President |
| U. S. BANK, N.A. | |
| By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: Senior Vice President | |
1
Exhibit
D
to
the
Custody
Agreement
|
DOMESTIC
CUSTODY SERVICES
FEE
SCHEDULE
Effective
1-1-06 through 12-31-06
|
|
Annual Fee Based Upon Market Value Per
Fund*
_____
basis point
Portfolio
Transaction Fees
$_____
per disbursement (waived if U.S. Bancorp is Administrator)
$_____
per US Bank repurchase agreement transaction
$_____
per book entry security (depository or Federal Reserve system) and non-US
Bank repurchase agrmt
$_____
per portfolio transaction processed through our New York custodian
definitive security (physical)
$_____
per principal paydown
$_____
per option/future contract written, exercised or expired
$_____
per Cedel/Euroclear transaction
$_____
per mutual fund trade
$_____
per Fed Wire
$_____
per margin variation Fed wire
$_____
per short sale
$_____
per segregated account per year
ReportSource
- $_____ /month – Web reporting
· A
transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
· No
charge for the initial conversion free receipt.
· Overdrafts
– charged to the account at _____ interest rate plus _____.
· Plus
out-of-pocket expenses, and extraordinary expenses based upon complexity,
including items such as shipping fees or transfer fees.
Fees
are billed monthly.
|
Exhibit
B
to
the
the Fund
Accounting Servicing Agreement
|
FUND
ACCOUNTING SERVICES
FEE
SCHEDULE
Effective
1-1-06 through 12-31-06
|
|
|
Brazos Micro
Cap Fund 3 classes*
$_____
for the first $_____
_____
basis point on the next $_____
_____
basis point on the balance
Brazos Small
Cap Fund 3 classes*
$_____
for the first $_____
_____
basis points on the next $_____
_____
basis point on the balance
Brazos Mid
Cap Fund 2 classes*
$_____
for the first $_____
_____
basis points on the next $_____
_____
basis point on the balance
Brazos Growth
Fund 3 classes*
$_____
for the first $_____
_____
basis points on the next $_____
_____
basis point on the balance
Fees
are billed monthly.
*
Annual fee
.
|
Multiple
Classes*
_____%
increase per additional class regarding minimums has been reduced. _____%
increase per additional class will remain in effect for basis point
fees.
Master/Feeder
Funds*
Priced
separately.
Multiple Manager Funds*
Additional
base fee:
$_____
per manager/sub-advisor per fund
Conversion
and extraordinary services quoted separately.
NOTE
– All schedules subject to change depending upon the use of derivatives –
options, futures, short sales, etc.
All
fees are billed monthly plus out-of-pocket expenses, including pricing,
corporate action, and factor services:
· $_____
Domestic and Canadian Equities
· $_____
Options
· $_____
Corp/Gov/Agency Bonds
· $_____
CMO's
· $_____
International Equities and Bonds
· $_____
Municipal Bonds
· $_____
Money Market Instruments
· $_____
/fund/month - Mutual Fund Pricing
· $_____
/equity Security/Month Corporate Actions
· $_____
/month Manual Security Pricing (>10/day)
· Factor
Services (BondBuyer)
· $_____
/CMO/month
· $_____
/Mortgage Backed/month
· $_____ /month Minimum Per Fund
Group
ReportSource
- $_____ /month – Web
reporting
|
3
Exhibit
B
to
the
Fund
Administration Servicing Agreement
|
FUND
ADMINISTRATION & COMPLIANCE SERVICES
FEE
SCHEDULE
Effective
1-1-06 through 12-31-06
|
|
|
Domestic
Funds
Annual Fee Based Upon Market Value Per
Fund*
¨ _____
basis points on the first $_____ million
¨ _____
basis points on the next $_____ million
¨ _____
basis points on the balance
¨ Minimum
annual fee: $_____ per fund portfolio
International
Funds
Annual Fee Based Upon Market Value Per
Fund*
_____
basis points on the first $_____ million
_____
basis points on the next $_____ million
_____
basis points on the next $_____ million
_____
basis points on the balance
Minimum
annual fee: $_____ per fund portfolio
Conversion
and extraordinary services quoted separately.
* All expenses relating to a US
Bancorp Fund Services Fund Administrator attending board meetings in
person will be billed as an out of pocket expense to the
funds.
Fees
are billed monthly.
|
Annual Legal
Administration – Add the following for legal administration
services in support of external legal counsel:
· _____
basis point at each level
· $_____
additional minimum
· (Waived)
Daily Performance Reporting (Pre-&
Post-Tax)
· Performance
Service - $_____/CUSIP/Month
· Setup
- $_____/CUSIP
· Conversion
– quoted separately
· FTP
Delivery - $_____ per FTP site
· (Waived)
Daily
Compliance Services (▇▇▇▇▇▇▇ River)
· Base
fee - $_____/fund/month
· _____
basis point on the fund assets
· (Waived)
ReportSource
- $_____ /month – Web reporting
Plus
out-of-pocket expenses, including but not limited to:
· Postage,
Stationery
· Programming,
Special Reports
· Proxies,
Insurance
· ▇▇▇▇▇
filing - Approx. $_____/page
· Retention
of records
· Federal
and state regulatory filing fees
· Certain
insurance premiums
· Expenses
from board of directors meetings
· Auditing
and legal expenses
· Blue
Sky conversion expenses (if necessary)
· All
other out-of-pocket expenses
· Systems charge of
$_____ per quarter
to be billed in March, June, September and December.
|
4
Exhibit
B
to
the
Transfer
Agent Servicing Agreement
|
TRANSFER
AGENT & SHAREHOLDER SERVICES
ANNUAL
FEE SCHEDULE
Effective
1-1-06 through 12-31-06
|
|
|
Service
Charges to the Fund*
Annual
Shareholder Account Fee (see minimum)
¨ No-Load -
$_____
/account
¨ Load
Fund - $_____
/account
¨ NSCC
- $_____ /
account
¨ Closed
Accounts - $_____
/account
Annual
Minimum
¨ $_____ per no-load
fund
¨ $_____ per class
N
¨ $_____ per class
B
Activity
Charges
¨ Telephone
Calls - $_____
/call
¨ E-mail
Services
$_____ /month
administration
$_____ /e-mail
received
¨ Draft
Check Processing - $_____ /draft
¨ AML
New Account Service - $_____/new
domestic accounts and $_____/new
foreign account and $_____/s/h
verification
¨ ACH/EFT
Shareholder Services:
$_____ /month/fund
group
$_____ /ACH item, setup,
change
$_____ /correction,
reversal
Out-of-pocket Costs -
Including but not limited to:
¨ Telephone
toll-free lines, call transfers, etc.
¨ Mailing,
sorting and postage
¨ Stationery,
envelopes
¨ Programming,
special reports
¨ Insurance,
record retention, microfilm/fiche
¨ Proxies,
proxy services
¨ Lost
shareholder search
¨ ACH
fees
¨ NSCC
charges
All
other out-of-pocket expenses
|
Qualified Plan Fees (Billed to
Investors)
¨ $_____ /qualified plan
acct (Cap at $_____/SSN)
¨ $_____ /▇▇▇▇▇▇▇▇▇ ESA acct
(Cap at $_____/SSN)
¨ $_____ /transfer to
successor trustee
¨ $_____ /participant
distribution (Excluding SWPs)
$_____ /refund of excess
contribution
Shareholder Fees (Billed to
Investors)
¨ $_____ /outgoing wire
transfer
¨ $_____ /overnight
delivery
¨ $_____ /telephone
exchange
¨ $_____ /return check or
ACH
¨ $_____ /stop
payment
¨ $_____ /research request
per account (Cap at $_____/request) (For
requested items of the second calendar year [or previous] to the
request)
Technology
Charges
1. Implementation
Services
¨ First
CUSIP - $_____
/first CUSIP
¨ Fund
Setup - $_____
/additional CUSIP
¨ 800
Service - $_____ ATT
transfer connect
¨ VRU
Setup - $_____ /fund
group
¨ NSCC
Setup - $_____ /fund
group
2. Average
Cost - $_____
/account/year
3. File
Transmissions – subject to requirements
4. Selects
- $_____ per
select
5. ReportSource
- $_____ /month –
Web reporting
6. System
Access –TALink, COLD, Image
¨ Setup
-$_____ /concurrent
connection each
¨ Service
- $_____ /month
each
7. Physical
Certificate Shares
¨ Setup
- $_____
/fund
¨ Issue
of Certificate - $_____ /certificate
transaction
8. Extraordinary
services – charged as incurred
¨ Development/Programming
- $_____
/hour
¨ Conversion
of Records – Estimate to be provided
¨ Custom
processing,
re-processing
|
5