Exhibit 9(c)(3)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
This Amendment is made as of January 1, 1998, between Xxxxxx Investment
Trust (the "Trust"), formerly known as Xxxxxx Xxxxxxxx Investment Trust, and
BISYS Fund Services, Inc. ("BISYS"). The parties hereby amend the Transfer
Agency Agreement (the "Agreement") between the Trust and BISYS, dated as of
November 14, 1996, as set forth below.
WHEREAS, the parties hereto wish to modify Section 5 of the Agreement,
entitled "Term," by extending the initial term set forth therein; and
WHEREAS, the parties wish to modify the fee schedule set forth in Schedule
B to the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. Section 5 of the Agreement shall be amended by replacing the first two
sentences of such section with the following:
The initial term of this Agreement (the "Initial Term") shall be
for a period commencing on the date this Agreement is executed by
both parties and ending on December 31, 1999. Thereafter, it
shall be renewed automatically for successive two-year terms
unless written notice not to renew is given by the non-renewing
party to the other party at least 60 days prior to the expiration
of the then-current term; provided, however, that after such
termination, for so long as BISYS, with the written consent of
the Trust, in fact continues to perform any one or more of the
services contemplated by this Agreement or any Schedule or
exhibit hereto, the provisions of this Agreement, including
without limitation the provisions dealing with indemnification,
shall continue in full force and effect.
3. Schedule B to the Agreement shall be amended by replacing the first
sentence of the first paragraph with the following:
Effective as of January, 1998, BISYS shall receive an account
maintenance fee of $21.00 per year for each account which is in
existence at any time during the month for which payment is made,
such fee to be paid in equal monthly installments, plus out-of-
pocket expenses, provided that the minimum annual fee to be paid
by each Fund is $15,000.00.
4. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
5. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
XXXXXX INVESTMENT TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Chairwoman
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BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President
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