Exhibit 23 (h)(3)(b)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
This Amendment is made as of January 1, 2005, between XXXXXX XXXXXXXXX
TRUST (the "Trust") and BISYS FUND SERVICES, OHIO, INC. ("BISYS"). The parties
hereby amend the Transfer Agency Agreement between the Trust and BISYS dated as
of January 1, 2003 (the "Agreement") as set forth below.
WHEREAS, the parties hereto wish to extend the term of the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. Section 5 to the Agreement entitled "Term", shall be amended by
replacing the first paragraph of the Section with the following:
This Agreement shall continue in effect until December 31, 2005
(the "Initial Term"). In addition, this Agreement may be
terminated prior to the end of the Initial Term by mutual
agreement of the parties or immediately for "cause", as defined
below.
3. The remaining provisions of Section 5 shall be construed as if set
forth at length in this Amendment as applicable to the "Initial Term"
as defined in this Amendment.
4. Each reference to the Omnibus Fee Agreement (in Section 2 or
otherwise) in the Agreement shall be construed as referencing the new
Omnibus Fee Agreement, dated January 1, 2005.
5. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
6. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
* * * * *
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
THE XXXXXX XXXXXXXXX TRUST
By: ________________________
Title:______________________
BISYS FUND SERVICES OHIO, INC.
By: ________________________
Title:______________________
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