Exhibit No. 8(a)(v)
AMENDMENT NUMBER 1 TO THE TRANSFER
AGENCY AND SERVICES AGREEMENT
This AMENDMENT NUMBER 1 effective on this 5th day of March 2001 is made
to the Transfer Agency and Services Agreement dated August 3, 1998, (the
"Agreement"), by and between XXXXXXXX XXXXXXXX LIR MONEY SERIES (the "Fund,"
formerly also known as Xxxxxxxx Xxxxxxxx Institutional Series) and PFPC Inc.
("PFPC," formerly also known as First Data Investor Services Group, Inc.).
WHEREAS, the Fund desires that PFPC provide services under the
Agreement out of its Wilmington, Delaware location and using PFPC's Order Entry
Pass System ("OEP") instead of the Remote Trade Entry System ("RTE") described
in the Agreement, and PFPC agrees to provide such services out of such location
and using its OEP;
WHEREAS, the Fund and PFPC desire to amend the Agreement to reflect
those changes and to indicate that an updated fee schedule is now set forth in a
separate fee letter between the parties.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, and intending to be legally bound, the parties agree that as of the date
first referenced above:
1. Amendments to Agreement.
a. References to "FIRST DATA INVESTOR SERVICES GROUP, INC." or "FDISG"
are hereby replaced by "PFPC Inc." and "PFPC," respectively. The
principal business address of the Fund is changed to 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000. The principal business
address of PFPC is changed to 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000.
b. Section 6.1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"6.1 As compensation for services rendered by PFPC hereunder
during the term of this Agreement, the Fund on behalf of each
Portfolio will pay to PFPC a fee or fees as may be agreed from
time to time in writing by the Fund and PFPC."
c. Sections 6.2 and 6.4 (regarding compensation) are hereby deleted.
d. Section 6.3 is hereby renumbered as Section 6.2.
e. Section 8.4 (regarding RTE) is hereby deleted in its entirety and
replaced with the following:
In the event that the Fund, including any affiliate or agent
of the Fund, or any third party desires to transmit certain
transaction instructions directly to the PFPC System and
produce reports associated with these transactions from a
remote location, PFPC agrees to make available Internet access
to accounts. The Fund's use of such system shall be in
accordance with the terms of this Agreement. Any third party
utilizing such system shall execute and be bound by the terms
and conditions of the user agreement attached to Amendment No.
1 as Exhibit 1 or such other agreement that is acceptable to
both the Fund and PFPC. PFPC hereby acknowledges that
Shareholders which utilize such system shall in no event be
deemed to be agents of the Fund.
f. Schedule A (Duties of PFPC) is hereby amended to add the following
subsection (d) to Section 7 (Additional Services):
"(d) Wire/Settlement Services.
i. Based on daily net purchase and sale activity for each Share
class, PFPC will settle trades daily with the Fund's
Custodian. The Fund agrees to issue standing instructions to
the Custodian to settle daily by wire with PFPC by 6pm. The
Fund further agrees that in the event that PFPC requires a
wire of funds from the Custodian on any day and, if PFPC has
notified the Custodian by 5:45 PM ET of the amount due and
does not receive the same by 6:00 PM ET on that same day,
PFPC shall be entitled to receive compensation for the cost
of funds on the delayed amount at the rate of Fed Funds plus
20% (i.e., [Current Fed Funds Rate + (0.20)(Current Fed Funds
Rate) = Compensation]).
ii. In the event that based on the net daily settlement, PFPC is
to wire funds to the Custodian on any day, PFPC agrees to do
so by 6:00 PM ET that day."
a. Schedules B and C (regarding fees and out-of-pocket expenses) are
hereby deleted.
b. Original Exhibit 1 (Remote Trade Entry License Agreement) is hereby
deleted.
c. The addresses for the Fund and PFPC contained in Article 20 are
hereby replaced by the following:
(1) For the Fund: Xxxxxxxx Xxxxxxxx LIR Money Series, 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Product
Management, with copies to the Fund's Secretary and Treasurer;
and
(2) For PFPC: PFPC Inc., 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000, Attention: President, with a copy to PFPC's General
Counsel.
1. Miscellaneous.
a. Except as specifically amended hereby, the Agreement shall remain
unaltered and in full force and effect and is hereby ratified and
confirmed.
b. The Agreement, as modified by this amendment, constitutes the
complete understanding and agreement of the parties with respect to
the subject matter hereof and supersedes all prior communications
with respect thereto.
c. This Amendment may be executed in counterparts, each of which shall
constitute an original, and all of which together shall constitute
one Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed by their duly authorized officers as of the day and year first
written above.
PFPC INC. XXXXXXXX XXXXXXXX LIR
MONEY SERIES
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx
................................ ..............................
Name: Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx
................................ ..............................
Title: Senior Vice President Title: Vice President and Treasurer
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