FIRST AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
This First Amendment dated as of March 1, 1995 between
Xxxxxxxxx & Xxxxxx Income Funds, 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 July 2, 1993 between
the Fund and the Bank (the "Agreement").
WHEREAS, pursuant to Section 10.3 of the Agreement, the
Bank has subcontracted certain of its duties, such as the receipt of net
orders for Fund shares (the "Shares"), to Boston Financial Data Services,
Inc. ("BFDS"); and
WHEREAS, BFDS provides its services through the DST
System and certain subsystems of DST, such as DFE (collectively, "DST");
and
WHEREAS, the Bank and the Fund desire to amend the terms
and conditions of the Agreement to provide for changes related to the use
of DST by the Fund and recordkeepers performing services for the Fund.
NOW, THEREFORE, in consideration of the promises and
mutual covenants hereinafter contained, the parties agree as follows:
Article 1. Duties of the Bank
The parties hereto agree that the Agreement is amended to
add Section 1.2(f) as follows:
Net orders may be transmitted to the Bank on DST or by
facsimile or telephone. The Bank is not authorized to
receive orders transmitted on DST from any party other
than (i) NBMI and (ii) those parties set forth on
Schedule A attached hereto, which shall be updated from
time to time by the Fund (the "Designated Parties").
The Bank shall receive written approval from the Fund
prior to authorizing any additional Designated Parties to
use DST to place orders for Fund Shares. A Designated
Party shall only be authorized to use DST to (i) transmit
net orders for the purchase and redemption of Shares and
(ii) review the account of that Designated Party's
historical transactions. NBMI and the Designated Parties
are authorized to place orders for trades received before
4:00 p.m. EST on a business day the New York Stock
Exchange is open for business ("Business Day"), up to
9:30 p.m. EST that Business Day. No transactions
occurring on a given Business Day are authorized to be
transmitted on DST on the next Business Day.
Article 2. Miscellaneous
(a) All other terms and conditions of the Agreement remain in
full force and effect.
(b) Terms used herein but not defined herein shall have the
meanings set forth in the Agreement.
(c) This First 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 First Amendment.
Attest: XXXXXXXXX & XXXXXX INCOME FUNDS
/s/ Xxxxx Xxxxxx-Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------- _____________________________
Assistant Secretary Title: V.P.
Attest: STATE STREET BANK AND TRUST COMPANY
/s/ X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
----------------------------- --------------------------
X. Xxxxx Title: Exec. V.P.
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SCHEDULE A
DESIGNATED PARTIES
XXXXXX ASSOCIATES
XXXXXXX XXXXXX & CO.
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