AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
This amendment, dated as of the _____ day of May , 1998 made by and
between THE XXXXXXX PLAN (the "Trust"), a Delaware business trust operating as a
registered investment company under the Investment Company Act of 1940, as
amended, duly organized and existing under the laws of the State of Delaware and
FPS SERVICES, INC. ("FPS"), a corporation duly organized and existing under the
laws of the State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and FPS have entered into an agreement dated January 19,
1994, which became effective February 23, 1994, wherein FPS has agreed to serve
as Transfer, Redemption and Dividend Disbursing Agent to the Trust and to
perform certain other functions in connection with these duties ("Shareholder
Services Agreement"); and
WHEREAS, the Parties wish to amend the Shareholder Services Agreement to
reflect the creation of an additional series for the Trust; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
1. To amend Schedule "C" to the Shareholder Services Agreement in the form
attached hereto as Schedule "C" to reflect the addition of The Xxxxxxx
Plan Variable Series.
2. This Amendment's Effective Date shall be May 1, 1998.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type written page, together with Schedule "C", to be signed by
their duly authorized officers and their corporate seals hereunto duly affixed
as of the day and year first above written.
THE XXXXXXX PLAN FPS SERVICES, INC.
___________________________ _________________________________
By: Xxxxxx X. Ally, Chairman By: Xxxxxxx X. Xxxxx, President
___________________________ _________________________________
Attest: Xxxxxx X. Xxxxxxxxxx, Attest: Xxxxx X. Xxxxx, Secretary
Secretary
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Amendment to the Shareholder Services Agreement between The Xxxxxxx Plan and FPS
Services, Inc.
SCHEDULE "C"
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IDENTIFICATION OF SERIES
Below are listed the "Series and Classes" to which services under this Agreement
are to be performed as of the execution date of this Agreement:
"The Xxxxxxx Plan - Class A"
"The Xxxxxxx Plan - Class B"
"The Xxxxxxx Plan Variable Series"
This Schedule "C" may be amended from time to time by agreement of the Parties.
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Amendment to the Shareholder Services Agreement between The Xxxxxxx Plan and FPS
Services, Inc.
Schedule "C"; Page 1 of 1