EXHIBIT (H)(4)
AMENDMENT TO THE TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AMENDMENT, dated as of April 15, 2000 is made to the Transfer
Agency and Services Agreement dated November 15, 1996 (the "Agreement") between
Kobren Insight Funds (the "Fund") and First Data Investor Services Group, Inc.
(n/k/a PFPC Inc. ("PFPC")).
WITNESSETH
WHEREAS, PFPC provides certain support services to banks and other
financial institutions ("Clients") which offer mutual fund-based asset
allocation, supermarket and/or other similar products requiring sub-accounting
services ("Wrap Program(s)") to their respective customers ("Wrap Program
Participants"); and
WHEREAS, the Fund desires to make shares ("Shares") available through
the Wrap Programs offered by the Clients and in connection therewith retain PFPC
to perform certain services described herein and PFPC is willing to provide such
services.
NOW THEREFORE, the Fund and PFPC agree that as of the date first
referenced above, the Transfer Agent Agreement shall be amended as follows:
1. All references to "First Data Investor Services Group, Inc." and
"FDISG" are hereby deleted and replaced with "PFPC Inc." and "PFPC"
respectively.
2. In addition to the services set forth in the Agreement, PFPC agrees to
perform the services specified in the attached Schedule A (the "Services") for
the benefit of the Wrap Program Participants who maintain shares of the Fund
through Wrap Programs and PFPC accepts such appointment. PFPC may subcontract
with the Clients to link the PFPC System with the Clients, in order for the
Clients to maintain Fund shares positions for each Wrap Program Participant.
3. As compensation for services rendered by PFPC during the term of this
Amendment, the Fund will pay to PFPC a fee or fees as set forth in the attached
Schedule B.
4. This Amendment contains the entire understanding between the parties
with respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with any
provision of the Transfer Agent Agreement and related agreements, this Amendment
shall control, but the Transfer Agent Agreement and all related documents shall
otherwise remain in full force and effect.
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.
KOBREN INSIGHT FUNDS
By: /s/ Xxxx Xxxxx
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Title: Vice President
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PFPC INC.
(f/k/a First Data Investor Services Group, Inc.)
By: /s/ R. E. Xxxxx
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Title: SVP
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SCHEDULE A
SERVICES
1. Receive from Clients purchase, redemption and related instructions
relating to Wrap Program Participants and facilitate money settlement with
respect to the accounts established by PFPC on the transfer agent books and
records of the Fund (the "Omnibus Accounts"), which shall be registered as "PFPC
F/B/O Client Wrap Program".
2. Facilitate payment to Wrap Program Participants of the proceeds of
redemptions, dividends and other distributions.
3. PFPC or its Clients in accordance with applicable rules shall assist
the Funds with additional shareholder mailings which may include (a) periodic
account statements, (b) 1099R documentation, (c) proxies, prospectus revisions,
annual reports of the Funds, as are provided by the Fund to be prepared and
mailed to Wrap Program Participants.
4. Reconcile share positions for each Wrap Program and upon request
provide certification the Fund with respect thereto.
5. Maintain records for each Wrap Program Participant which shall
reflect shares purchased and redeemed, as well as account and share balances.
6. Act as service agent in connection with dividend and distribution
functions; shareholder account and administrative agent functions in connection
with the issuance, transfer, and redemption or repurchase of Fund shares. PFPC
shall create and maintain all records required of it pursuant to its duties
hereunder and as set forth herein pursuant to applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act. Where
applicable, such records shall be maintained for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
7. Upon reasonable notice by the Fund, PFPC shall make available during
regular business hours such of its facilities and premises employed in
connection with the performance of its duties under this Agreement for
reasonable visitation by the Fund, or any person retained by the Fund as may be
necessary to evaluate the quality of the services performed pursuant hereto.
SCHEDULE B
FEES
The Fund shall pay PFPC an annualized fee of 25 basis points based on
the total assets held in each Omnibus Account maintained with Funds that is open
during any monthly period. These fees shall be billed by PFPC monthly in arrears
on a prorated basis of 1/12 of the annualized fee.
