Exhibit h(5)
AMENDMENT TO THE ADMINISTRATION AGREEMENT,
FUND ACCOUNTING AND SERVICES AGREEMENT
AND TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN ALPS MUTUAL FUNDS SERVICES, INC.
AND THE LIPPER FUNDS, INC.
This Amendment to the Administration Agreement, Fund Accounting and
Services Agreement and Transfer Agency and Service Agreement between ALPS Mutual
Funds Services, Inc. and The Lipper Funds, Inc. (collectively, the
"Agreements"), is entered into by and between ALPS Mutual Funds Services, Inc.
("ALPS"), a Colorado corporation, and The Lipper Funds, Inc., a Maryland
corporation (the "Company").
WHEREAS, on April 29, 2002, ALPS and the Company entered into the
Agreements whereby ALPS is obligated to perform certain services for investment
portfolios of the Company; and
WHEREAS, the Company and ALPS desire to amend the fees payable to ALPS
under the Agreements; and;
WHEREAS, Lipper & Company, L.L.C., a Delaware limited liability
corporation, and Prime Lipper Asset Management, a New York general partnership
(collectively, the "Advisers"), the investment advisers for the portfolios in
the Company, desire that ALPS should proceed with the conversion of the
portfolios from X.X. Xxxxxx Investor Services Co. to ALPS and continue to
provide services under the Agreements; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties herein contained and other good and valuable consideration, the
adequacy, receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Revision of the Fees Paid to ALPS under the Agreements and Payment of
Conversion Fees by the Advisers
Commencing April 29, 2002, the Company shall pay to ALPS the sum,
calculated daily and payable monthly at the annual rate of U.S. Three Hundred
and Thirty Six Thousand Dollars (U.S. $336,000), plus the out-of-pocket expenses
referenced in the Agreements, for providing its services under the Agreements,
such fees to cease once all of the investment portfolios of the Company cease
operations. Moreover, the Advisers agree to pay ALPS the sum of U.S. One-Hundred
Thousand Dollars (U.S. $100,000) for converting the portfolios from X.X. Xxxxxx
Investor Services Co. to ALPS, U.S. Sixteen Thousand Five Hundred Dollars (U.S.
$16,500) to be paid no later than May 30, 2002, and the balance to be paid no
later than June 30, 2002. ALPS reserves the right to charge such reasonable
de-conversion fees as may be applicable, to the extent certain investment
portfolios of the Company are reorganized or merged out of the Company and ALPS'
services are required to facilitate such reorganization or merger.
2. Binding Effect.
This Amendment shall be binding upon, apply with equal force to and inure
to the benefit of the parties and their respective present, former or future
subsidiaries, affiliates, parent corporations, and administrators, successors
and assigns thereof.
3. Other.
(a) This Amendment, together with the terms and conditions of the
Agreements not amended by Section 1 above, constitute the sole and complete
record of the understandings and agreements of the parties hereto. This
Amendment may not be modified except in writing signed by the parties.
(b) Each of the parties to this Amendment shall take any and all actions
reasonably necessary or reasonably requested by a party hereto to ensure
compliance with and effectuation of the terms and conditions of this Amendment.
(c) This Amendment and any disputes hereunder shall be governed by, and
construed and enforced in accordance with, the laws of the State Colorado, and
the parties hereto agree to submit to the jurisdiction of the courts of the
State of Colorado and the federal courts of the District of Colorado for
purposes of resolving any such disputes.
(d) Each party hereto represents and warrants that any and all necessary
corporate resolutions authorizing it to settle on the terms set forth herein
have been obtained, that each individual executing below on its behalf is duly
authorized to do so and that this Amendment is valid, binding and enforceable as
to such party.
(e) This Amendment may be executed in counterparts by the parties and
shall be valid and binding on each party as if fully executed all in one copy.
(f) Unless otherwise expressly provided in this Amendment, the rights
and remedies set forth in this Amendment are in addition to, and not in
limitation of, other rights and remedies at law or in equity, including those in
the Agreements, and the exercise of one right or remedy will not be deemed a
waiver of any other right or remedy.
(g) All notices, requests and other communications concerning this
Amendment shall be in writing and shall be delivered by hand, first class mail
with postage prepaid, or facsimile transmission:
If to the Company, to: The Lipper Funds, Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxxxxx Bidermenn
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If to the Advisers, to: Lipper & Company, L.L.C.
Prime Lipper Asset Management
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxxxxx Bidermenn
If to ALPS to: ALPS Mutual Funds Services, Inc.
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Attention: General Counsel
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
ALPS MUTUAL FUNDS SERVICES, INC. LIPPER & COMPANY, L.L.C
By: _______________________ By: ________________________________
Title: Title:
THE LIPPER FUNDS, INC. PRIME LIPPER ASSET MANAGEMENT
By: _______________________ By: ________________________________
Title: Title:
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