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Exhibit 8(d)
AMENDMENT NO. 1 TO ACCOUNTING SERVICES AGREEMENT
This Amendment, dated August 8, 1995, is entered into between THE
XXXXXXX XXXXXX FAMILY OF FUNDS, a Massachusetts business trust (the "Fund"), and
PFPC INC. (formerly Provident Financial Processing Corporation), a Delaware
corporation which is an indirect wholly-owned subsidiary of PNC Bank Corp.
(formerly, PNC Financial Corp.) ("PFPC").
WHEREAS, the Fund and PFPC have entered into an Accounting Services
Agreement dated as of April 8, 1991 (the "Agreement"), pursuant to which the
Fund appointed PFPC to provide accounting services to its investment portfolios
listed on schedule B to the Agreement; and
WHEREAS, the Fund and PFPC desire to amend the Agreement and remove the
limitation on the duration of the Agreement.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. All references in the Agreement to "Provident Financial Processing
Corporation" are hereby revised to read "PFPC Inc." and all references to "PNC
Financial Corp." are revised to read "PNC Bank Corp."
2. Paragraph 15 is hereby deleted and replaced with the following:
Duration and Termination. This Agreement shall continue with respect to each
Portfolio, unless terminated by the Fund or by PFPC for "cause" (as defined
below) on sixty (60) days prior written notice to the other party. For purposes
of this
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Agreement "cause" shall mean any circumstances which materially impair the
ability of either party to this Agreement to perform all of its duties and
obligations hereunder.
3. Any defined terms not defined herein shall have the same meaning as
given in the Agreement.
4. Miscellaneous. Except to the extent amended and supplemented
hereby, the Agreement shall remain unchanged and in full force and effect and is
hereby ratified and confirmed in all respects as amended and supplemented
hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.
THE XXXXXXX XXXXXX FAMILY OF FUNDS
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Xxxxxxx X. Xxxxx
Title: Chief Operating Officer
PFPC INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
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AMENDMENT NO. 2 TO ACCOUNTING SERVICES AGREEMENT
This Amendment, dated February 5, 1996, is entered into between THE
XXXXXXX XXXXXX FAMILY OF FUNDS, a Massachusetts business trust (the "Fund"), and
PFPC INC. (formerly Provident Financial Processing Corporation), a Delaware
corporation which is an indirect wholly-owned subsidiary of PNC Bank Corp.
(formerly, PNC Financial Corp.) ("PFPC").
WHEREAS, the Fund and PFPC have entered into an Accounting Services
Agreement dated as of April 8, 1991 (the "Agreement"), and amended as of August
8, 1995, pursuant to which the Fund appointed PFPC to provide accounting
services to its investment portfolios listed on schedule B to the Agreement; and
WHEREAS, the Fund and PFPC desire to amend the Agreement;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Paragraph 15 is hereby deleted and replaced with the following:
Duration and Termination. This Agreement shall continue in full force and effect
with respect to each Portfolio, unless terminated as hereinafter provided or
amended by mutual, written agreement of the parties hereto. This Agreement may
be terminated by either party by an instrument in writing delivered, faxed or
mailed, postage prepaid, to the other party, such termination to take effect on
the date stated therein, which date shall not be sooner than sixty (60) days
after the date of such delivery or mailing.
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2. Any defined terms not defined herein shall have the same meaning as
given in the Agreement.
3. Miscellaneous. Except to the extent amended and supplemented
hereby, the Agreement shall remain unchanged and in full force and effect and is
hereby ratified and confirmed in all respects as amended and supplemented
hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.
THE XXXXXXX XXXXXX FAMILY OF FUNDS
By: /s/ Xxxxxxx X. Xxxxx
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Title: Senior Vice President and
Chief Operating Officer
PFPC INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
