AMENDMENT OF THE TRANSFER AGENCY AGREEMENT
This Amendment of the Transfer Agency Agreement, ("Amendment") made this
31st day of December, 1985, by and between Red Oak Cash Reserve Fund
("Customer"), and First Pennsylvania Bank N.A., a national banking association
duly organized and existing under the laws of the United States (the "Bank").
WITNESSETH:
WHEREAS, the parties have previously entered into a Transfer Agency
Agreement, (the "Agreement") whereby the Bank is providing the services
enumerated therein to the Customer; and
WHEREAS, pursuant to the Agreement, the Bank has delegated to Fund/Plan
Services, Inc. ("Fund/Plan") a wholly owned subsidiary of First Pennsylvania
corporation, ("FPC"), the duty to furnish the services provided thereunder; and
WHEREAS, it is contemplated that all of the outstanding shares of voting
stock of Fund/Plan will be sold by FPC to FinDaTex, Inc., a Pennsylvania
corporation, effective as of the close of business on December 31, 1985 (the
"Effective Date"); and
WHEREAS, the parties intend that Fund/Plan shall continue to provide
services in accordance with the Agreement, as amended hereby; and
NOW THEREFORE, in consideration of the premises and conditions
contained herein, the parties hereto, with intent to be legally bound hereby,
agree as follows:
1. Following the Effective Date, the Customer shall continue to purchase
and receive from Fund/Plan the services provided under the Agreement, in
accordance with the provisions of the Agreement, as amended hereby.
2. From and after the Effective Date, the Customer agrees to look solely
to Fund/Plan for the performance of all duties and obligations under the
Agreement, and Fund/Plan agrees to perform all duties and obligations in
accordance with the terms and conditions of the Agreement.
3. Any reference to "First Pennsylvania Bank N.A." or the "Bank" in the
Agreement, except where the reference relates to the Bank in its capacity as
Custodian, shall, as of the Effective Date, be deleted from the Agreement, and
the name "Fund/Plan Services, Inc." shall be substituted therefor.
4. The Customer hereby releases, remises and discharges the Bank from
any and all claims, liabilities and causes of action which arise out of the
performance by Fund/Plan of its duties after the Effective Date.
5. In all other respects, the terms and conditions of the Agreement
shall remain in full force and effect between Fund/Plan and the Customer and
Fund/Plan hereby agrees to be bound by the terms and conditions of the
Agreement, as amended by this Amendment.
6. Nothing in this Amendment shall be construed to relieve the Customer
of responsibility for payment of any fees still outstanding after the Effective
Date for services rendered by the Bank prior to the Effective Date. Said fees
shall be payable to and remitted to Fund/Plan Services, Inc.
7. This Amendment of the Agreement of the Customer has been duly and
validly authorized by the parties hereto. Customer shall provide the Bank and
Fund/Plan with copies of a resolution of Customer's Board of Directors approving
or ratifying this Amendment as promptly as possible.
8. This Amendment may be executed and delivered in any number of
counterparts, each of which shall constitute an original but all together only
one Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective Presidents or Vice Presidents and their corporate seals
hereunto duly affixed, and attested by their respective Secretaries or Assistant
Secretaries, as of the day and year first above written.
FIRST PENNSYLVANIA BANK N.A.
BY: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
Title
RED OAK CASH RESERVE FUND
BY: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
Title
FUND/PLAN SERVICES, INC.
BY: /s/ Vice President
------------------------------------
Title
ATTEST:
(Corporate Seal)
/s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxx
Corporate Secretary
ATTEST:
(Corporate Seal)
/s/ Xxxxxxx X. Xxxxx
----------------------------------
Xxxxxxx X. Xxxxx
Corporate Secretary
ATTEST:
(Corporate Seal)
/s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxx
Corporate Secretary
