EXHIBIT (h)(3)(B)
FIRST AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
FIRST AMENDMENT made as of this 1st day of June, 2001 to the TRANSFER
AGENCY AND SERVICE AGREEMENT, dated October 1, 1999 (the "Agreement") between
LSA VARIABLE SERIES TRUST, a business trust organized and registered under the
laws of the state of Delaware (the "Trust"), and INVESTORS BANK & TRUST COMPANY,
a Massachusetts trust company (the "Bank").
WHEREAS, the Trust and the Bank have entered into the Agreement;
WHEREAS, Section 18 of the Agreement provides that the Agreement may be
amended or modified only by a written agreement executed by both parties to the
Agreement;
NOW, THEREFORE, the Trust and the Bank agree to amend the Agreement as
follows:
1. DEFINITIONS. All capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Agreement.
2. FEES AND EXPENSES. Section 10 of the Agreement is hereby amended
by deleting paragraphs 10.1 and 10.2 thereof in their entirety and inserting
in lieu thereof the following:
"10.1 For performance by the Bank pursuant to this Agreement, the
Fund(s) agree to pay the Bank an annual maintenance fee as may be
agreed in writing between the parties.
10.2 In addition to the fee paid under Section 10.1 above, the Fund(s)
agree to reimburse the Bank for out-of-pocket expenses or advances
incurred by the Bank in performing its obligations under this Agreement
as may be agreed in writing between the parties. In addition, any other
expenses incurred by the Bank at the request or with the written
consent of the Fund(s) including, without limitation, any equipment or
supplies which the Trust specifically orders or requires the Bank to
purchase, will be reimbursed by the Fund(s)."
3. APPENDIX B. Appendix B to the Agreement is deleted in its
entirety and reserved.
4. TERM OF AGREEMENT. The first sentence in Section 15 of the
Transfer Agency and Service Agreement is hereby amended by replacing the
words "The term of this Agreement shall be three years commencing upon the
date hereof" with the words "This Agreement shall remain in effect until
August 1, 2004"
5. ADDITIONAL FUNDS. APPENDIX A to the Agreement shall be amended
by deleting such APPENDIX A in its entirety and inserting in lieu thereof
APPENDIX A as attached hereto.
6. MISCELLANEOUS.
(a) Except as amended hereby, the Agreement shall remain in full
force and effect.
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(b) This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and the year first
above written.
LSA VARIABLE SERIES TRUST
By: /s/ Xxxx X. Xxxxxx
-----------------------
Name: Xxxx X. Xxxxxx
Title: President
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
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APPENDIX A
LSA VARIABLE SERIES TRUST
FUND LIST
IBT
Account Fund Adviser
------- ---- -------
255 Focused Equity Fund Xxxxxx Xxxxxxx Asset Management
260 Growth Equity Fund Xxxxxxx Sachs Asset Management
265 Disciplined Equity Fund XX Xxxxxx Investment Management
270 Value Equity Fund Salomon Brothers Asset Management
275 Balanced Fund OpCap Advisors
280 Emerging Growth Equity Fund RS Investment Management, L.P.
256 Aggressive Growth Fund Xxx Xxxxxx Investment Advisory Corp.
257 Mid Cap Value Fund Xxx Xxxxxx Investment Advisory Corp.
253 Capital Appreciation Fund Janus Capital Corp.
254 Diversified Mid-Cap Fund Fidelity Management & Research Co.
251 Basic Value Fund A I M Capital Management, Inc.
252 Blue Chip Fund A I M Capital Management, Inc.
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