EX-99.G.1(E) 5 dex99g1e.txt FORM OF AMENDMENT DATED MAY 21, 2001 TO SCHEDULE B1 EX-99.g.1(e) [LOGO] CHASE The Chase Manhattan Bank 4 New York Plaza New York, NY 10004 May 21, 2001 The Brinson Relationship Funds 209 South LaSalle Street Chicago, IL 60604 Re: Amendment to Multiple Services Agreement Effective May 9, 1997 Schedules B1 and F to Reflect the Addition of the Brinson Securitized Mortgage Fund Dear Sirs: We refer to the Multiple Services Agreement effective May 9, 1997 (the "MSA") between Morgan Stanley Trust Company, which was succeeded by The Chase Manhattan Bank, and the Brinson Relationship Funds. The parties hereby agree as follows: 1. "Schedule B1 - List of Series of Brinson Relationship Funds as amended May 9, 2000" is replaced in its entirety with "Schedule B1 - List of Series ----------- of Brinson Relationship Funds as last amended on May 21, 2001," attached hereto. 2. "Schedule F - Fee Schedule for Brinson Relationship Funds as amended May 9, 2000" is replaced in its entirety with "Schedule F - Fee Schedule ----------- for Brinson Relationship Funds as last amended on May 21, 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 Brian Fitzgerald, J.P. Morgan Investor Services Co., 73 Tremont, Boston, MA 02108. Very truly yours, THE CHASE MANHATTAN BANK By:_____________________________________ Name: Title: Accepted and Agreed: THE BRINSON RELATIONSHIP FUNDS By: ____________________________________ Name: Title: SCHEDULE B1 ----------- LIST OF SERIES OF THE BRINSON RELATIONSHIP FUNDS ------------------------------------------------ As last amended May 21, 2001 Brinson Global Securities Fund Brinson Global Bond Fund Brinson U.S. Equity Fund Brinson U.S. Large Capitalization Equity Fund Brinson U.S. Intermediate Capitalization Equity Fund Brinson U.S. Value Equity Fund Brinson U.S. Small Capitalization Equity Fund Brinson International Equity Fund Brinson Emerging Markets Equity Fund Brinson Bond Plus Fund Brinson U.S. Bond Fund Brinson U.S. Short/Intermediate Fixed Income Fund Brinson Limited Duration Fund Brinson Short-Term Fund Brinson U.S. Treasury Inflation Protected Securities Fund Brinson U.S. Cash Management Prime Fund Brinson High Yield Fund Brinson Defensive High Yield Fund Brinson Emerging Markets Debt Fund Brinson Securitized Mortgage Fund SCHEDULE F ---------- FEE SCHEDULE FOR THE BRINSON RELATIONSHIP FUNDS ----------------------------------------------- as last amended on May 21, 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 Brinson 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 Brinson Relationship Funds: Fund Expense Cap ---- ----------- Brinson Global Securities Fund 5 basis points Brinson Global Bond Fund 5 basis points Brinson U.S. Equity Fund 1 basis point Brinson U.S. Large Capitalization Equity Fund 1 basis point Brinson U.S. Intermediate Capitalization Equity Fund 1 basis point Brinson U.S. Value Equity Fund 1 basis point Brinson U.S. Small Capitalization Equity Fund 0 basis point Brinson International Equity Fund 6 basis points Brinson Emerging Markets Equity Fund 50 basis points Brinson Bond Plus Fund 5 basis points Brinson U.S. Bond Fund 1 basis point Brinson U.S. Short/Intermediate Fixed Income Fund 1 basis point Brinson Limited Duration Fund 1 basis point Brinson Short-Term Fund 5 basis points Brinson U.S. Treasury Inflation Protected Securities Fund 1 basis point Brinson U.S. Cash Management Prime Fund 1 basis point Brinson High Yield Fund 0 basis point Brinson Defensive High Yield Fund 1 basis point Brinson Emerging Markets Debt Fund 50 basis points Brinson Securitized Mortgage 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 Brinson Partners, Inc. Fees are to be charged ONLY where actual non-Brinson Partners, Inc.-sponsored investment company or series securities are held. Assets of a series which are invested in another Brinson 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 Morgan Stanley 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 Morgan Stanley 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 Brinson 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 J.P. Morgan Emerging Markets Bond Index Plus custodied outside the United States of the Brinson 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) EDGAR 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.