TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of May 1, 1995 (the "Amendment") to that certain
Transfer Agency and Service Agreement dated as of November 1, 1992 (the
"Agreement") by and between M.S.D. & T. Funds, Inc. (the "Fund") and State
Street Bank and Trust Company (the "Bank").
WHEREAS, pursuant to the Agreement the Bank currently acts as transfer
agent, dividend disbursing agent, and agent in connection with certain other
activities for the authorized and issued shares of the Fund representing
interests in each of the Prime Money Market Fund, Government Money Market Fund,
Tax-Exempt Money Market Fund, Tax-Exempt Money Market Fund (Trust), Value Equity
Fund, Intermediate Fixed Income Fund, Maryland Tax-Exempt Bond Fund,
International Equity Fund and International Bond Fund; and
WHEREAS, the Fund is currently authorized to offer one class of shares in
each of the Prime Money Market Fund, Government Money Market Fund, Tax-Exempt
Money Market Fund, Tax-Exempt Money Market Fund (Trust), Maryland Tax-Exempt
Bond Fund, International Equity Fund and International Bond Fund (collectively,
the "Single Class Portfolios); and
WHEREAS, the Fund is currently authorized to offer two classes of shares,
i.e. Institutional shares and AFBA Five Star shares, in each of the Value Equity
Fund and Intermediate Fixed Income Fund (collectively, the "Dual Class
Portfolios"); and
WHEREAS, the parties hereto with to amend the Agreement to provide that the
Bank shall act as transfer agent, dividend disbursing agent, and agent in
connection with certain other activities for (i) the authorized and issued
shares of the Fund representing interests in each of the Single Class
Portfolios, and (ii) the authorized and issued Institutional shares of the Fund
representing interests in each of the Dual Class Portfolios;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and intending to be legally bound hereby, the parties hereto do hereby agree as
follows:
1. The preamble to the Agreement is hereby amended and restated in its
entirety to read as follows:
"WHEREAS, the Fund is authorized to issue shares of common stock in
separate series and classes representing interests in separate portfolios
of securities and other assets; and
WHEREAS, the Fund is currently authorized to issue one class of shares
in each of seven series, i.e., the Prime Money Market Fund, Government
Money Market Fund, Tax-Exempt Money Market Fund, Tax-Exempt Money Fund
(Trust), Maryland Tax-Exempt Bond Fund, International Equity Fund and
International Bond Fund (collectively, the "Single Class Portfolios"); and
WHEREAS, the Fund is currently authorized to issue two classes of
shares, i.e. Institutional shares and AFBA Five Star shares, in each of two
series, i.e., the Value Equity Fund and Intermediate Fixed Income Fund
(collectively, the "Dual Class Portfolios"; the Single Class Portfolios and
the Dual Class Portfolios, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance
with Article 10, being sometimes referred to herein individually as a
"Portfolio," and collectively as the "Portfolios"); and
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the
Bank as transfer agent, dividend disbursing agent, and agent in connection
with certain other activities, with respect to the Single Class Portfolios
and Institutional shares of the Dual Class Portfolios and the Bank desires
to accept such appointment;".
2. Section 1.01 of Article 1 of the Agreement is hereby amended and
restated in its entirety to read as follows:
"1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund, on behalf of the Portfolios, hereby employs and appoints the Bank
to act as, and the Bank agrees to act as, its transfer agent for (a) the
authorized and issued shares of common stock of the Fund representing
interests in each of the Single Class Portfolios, and (b) the authorized
and issued Institutional shares of common stock of the Fund representing
interests in each of the Dual Class Portfolios (shares of the Single Class
Portfolios and Institutional shares of the Dual Class Portfolios being
referred to herein collectively as "Shares"), dividend disbursing agent,
and agent in connection with any accumulation, open-account or similar
plans provided to the holders of Shares of each of the respective
Portfolios of the Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information ("prospectus")
of the Fund on behalf of the applicable Portfolio, including, without
limitation, any periodic investment plan or periodic withdrawal program."
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3. Section 1.02(vii) and (viii) of Article 1 of the Agreement is hereby
amended and restated in its entirety to read as follows:
". . . (vii) Prepare and transmit payments for dividends and distributions
on Shares declared by the Fund on behalf of the
applicable Portfolio;
(viii) Issue replacement Share certificates for those Share
certificates alleged to have been lost, stolen or destroyed
upon receipt by the Bank of indemnification satisfactory to
the Bank and protecting the Bank and the Fund, and the Bank,
at its option, may issue replacement Share certificates in
place of mutilated Share certificates upon presentation
thereof and without such indemnity;".
4. Article 10 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Article 10. Additional Portfolios
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10.01 In the event that the Fund establishes one or more series in
addition to the Single Class Portfolios and Dual Class Portfolios with
respect to all or any class of shares of which it desires to have the Bank
render services as transfer agent under the terms hereof, it shall so
notify the Bank in writing, and if the Bank agrees in writing to provide
such services, such series shall become a Portfolio hereunder."
5. Except as hereby modified, the Agreement is hereby
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confirmed and shall remain in full force and effect as therein provided.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on their respective behalf as of the day and year first above written.
M.S.D. & T. FUNDS, INC.
By:___________________________
ATTEST:
____________________________
STATE STREET BANK AND TRUST COMPANY
By:___________________________
ATTEST:
____________________________
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