EXHIBIT (h)(35)
AMENDMENT
TO THE
SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
This AMENDMENT (this "AMENDMENT") amends as of the 31st day of March, 2005
(the "EFFECTIVE DATE"), the Sub-Administration and Accounting Services
Agreement, dated as of April 1, 2000, between ABN AMRO Investment Fund Services,
Inc., f/k/a Alleghany Investment Services (the "ADMINISTRATOR") and PFPC Inc.,
("PFPC") (the "AGREEMENT").
For valuable consideration the receipt and sufficiency of which the
parties hereto hereby acknowledge, the Administrator and PFPC hereby agree that,
as of the Effective Date, the Agreement shall (without any further action by
either of the parities hereto) be amended as follows:
1. The language in Section 17 is hereby deleted in its entirety and replaced
as follows:
"(a) This Agreement shall be effective on the date first written above
and unless terminated pursuant to its terms shall remain in effect
through March 31, 2006 (the "Initial Term").
(b) Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of two (2) years (the
"Renewal Term") unless the Administrator or PFPC provides written
notice to the other of its intent not to renew. Such notice must be
received not less than ninety (90) days prior to the expiration of
the Initial Term or the then current Renewal Term.
(c) In the event of termination, all expenses associated with movement
of records and materials and conversion thereof to a successor
service provider will be borne by the Administrator and paid to PFPC
prior to any such conversion.
(d) If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other
party (the "Non-Defaulting Party") may give written notice thereof
to the Defaulting Party, and if such material breach shall not have
been remedied within thirty (30) days after such written notice is
given, then the Non-Defaulting Party may terminate this Agreement by
giving thirty (30) days written notice of such termination to the
Defaulting Party. In all cases, termination by the Non-Defaulting
Party shall not constitute a waiver by the Non-Defaulting Party of
any other rights it might have under this Agreement or otherwise
against the Defaulting Party."
2. This Amendment contains the entire understanding between the parties with
respect to the services contemplated hereby. Except as expressly set forth
herein, the Agreement shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
ABN AMRO INVESTMENT FUND PFPC INC.
SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------------- ----------------------------------
Name: Xxxxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxxx
Title: COO Title: SVP
