EXHIBIT 9(a)(vi)
AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment dated as of January 23, 1997 between Xxxxxxxxx & Xxxxxx
Equity Trust, a Delaware business trust, having its principal office and place
of business at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 (the "Fund")
and State Street Bank and Trust Company, a Massachusetts trust company having
its principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX
00000 (the "Bank") is made to the Transfer Agency and Service Agreement dated as
of August 2, 1993 between the Fund and the Bank, as amended (the "Transfer
Agency Agreement").
WHEREAS, Xxxxxxxxx & Xxxxxx Management, Inc. ("NBMI"), acting in its
own name on its own behalf and on behalf of the Fund and its Portfolios, to
which it serves as distributor and investment manager, has contracted with
National Securities Clearing Corporation (the "NSCC") for the use of certain
mutual fund processing systems called Fund/SERV and Networking;
WHEREAS, Fund/SERV is an automated trading and settlement system and
Networking is an automated electronic recordkeeping and dividend settlement
system through which customer-level accounts ("Networking Accounts") are
established with the Fund by institutions such as recordkeepers or
broker-dealers ("Institutions");
WHEREAS, the NSCC will transmit orders for Fund shares placed by
Institutions via Fund/SERV to the Bank's agent, Boston Financial Data Services,
Inc. ("BFDS") on DST;
WHEREAS, NBMI has appointed the Bank as its settling bank for purposes
of performing same day funds settlement under an agreement dated January 26,
1996;
WHEREAS, NBMI will enter into agreements with Institutions which will
set forth details about Networking or Fund/SERV, including establishing
subaccounts in lieu of omnibus accounts, the transmission of orders for Fund
shares via Fund/SERV, and each parties responsibilities under Networking matrix
levels;
WHEREAS, the matrix levels chosen by NBMI and the Institutions will
determine which services to the Networked Accounts will be performed by the
Institutions and which will be performed by the Fund or the Bank;
WHEREAS, the Transfer Agency Agreement covers only omnibus accounts
opened with the Fund and not sub-accounts, such as Networked Accounts;
WHEREAS, in instances where Networked Accounts are established and the
Institutions will be providing services to the Networked Accounts, the fees
charged per Networking Account by the Bank or BFDS will be paid by NBMI in lieu
of the Fund,
WHEREAS, in lieu of having the Bank or BFDS be a party to NBMI's
agreements with the NSCC and with each Institution, the Bank and the Fund desire
to amend the Transfer Agency Agreement to provide for changes related to the use
of Fund/SERV and or Networking by the Fund and the payment by NBMI, in lieu of
the Funds, for any fees based on Networked Accounts;
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties agree as follows:
Article 1. Fund/SERV and Networking; Schedule A
(a) The parties hereto agree that with respect to all Networked
Accounts, Networking and Fund/SERV transactions, the parties and/or their agents
shall be bound by the By-Laws and the Rules and Procedures of the NSCC.
(b) The Bank or BFDS may only take instructions from NBMI or the Fund
regarding the conversion to, implementation of or day-to-day operations of
Fund/SERV and Networking with respect to Networked Accounts with the Fund.
(c) Schedule A to the Transfer Agency Agreement shall be updated to
include NSCC (on behalf of Institutions) as a Designated Party to transmit
orders to the Bank on DST.
Article 2. Fees and Expenses; Fee Schedule
The Bank or BFDS shall not charge the Fund for any fees or expenses in
connection with Networked Accounts. The fee schedule to the Transfer Agency
Agreement shall be amended to include that there shall be no fees or expenses
for Networked Accounts.
Article 3. Miscellaneous
(a) All other terms and conditions of the Transfer Agency Agreement
remain in full force and effect.
(b) Terms used herein but not defined herein shall have the meanings
set forth in the Transfer Agency Agreement.
(c) This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same Amendment.
XXXXXXXXX & XXXXXX EQUITY TRUST STATE STREET BANK AND TRUST
COMPANY
By: /s/Xxxxxx X. Xxxxxxxx By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx
Vice President Executive Vice President
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