Xxxx Xxxxx Partners Adjustable Rate Income Fund
Item 77Q1
April 9, 2007
PFPC, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Re: Transfer Agency and Services Agreement
Ladies and Gentlemen:
Reference is made to the Transfer Agency and Services
Agreement (as amended to date, the "Agreement"), dated as
of January 1, 2006, by and among PFPC, Inc., a
Massachusetts corporation, and each investment company
identified as an "Old Fund" on Exhibit A hereto (each, a
"Fund" and, collectively, the "Funds") on behalf of each of
its series identified as "Old Portfolios" on Exhibit A
hereto (each, a "Portfolio" and, collectively, the
"Portfolios").
In connection with a restructuring of the complex of
which the Funds and Portfolios are a part, as of the close
of business on April 13, 2007 or April 27, 2007, as
indicated on Exhibit A hereto (each, a "Closing Date"),
many of the Funds and Portfolios will be reorganized as set
forth on Exhibit A hereto. Additionally, as indicated on
Exhibit A, several Funds and Portfolios have recently
ceased or shall cease operations following fund
combinations (or otherwise) on the date indicated on
Exhibit A hereto (each, a "Termination Date").
On each applicable Closing Date, (i) each investment
company identified as a "New Fund" shall become a "Fund"
party to the Agreement on behalf of each of its series
identified on Exhibit A as a "New Portfolio" and shall
assume all of the rights and obligations under the
Agreement of the corresponding Old Fund with respect to
each applicable Old Portfolio (or, if such Old Fund has no
Old Portfolios, with respect to the Old Fund itself),
(ii) each such New Portfolio shall be deemed a "Portfolio"
within the meaning of the Agreement, and (iii) each Old
Portfolio shall cease be deemed to be a "Portfolio" under
the Agreement. As of each applicable Termination Date,
each Old Portfolio indicated on Exhibit A hereto as
terminating operations shall cease to be deemed a
"Portfolio" under the Agreement.
As of the date on which an Old Fund has no further
rights or obligations under the Agreement, by virtue of
(i) all of the rights and obligations of its Old Portfolios
(or, if such Old Fund has no Old Portfolios, the Old Fund
itself) having been assumed by one or more New Funds and/or
(ii) its Old Portfolios (or, if such Old Fund has no Old
Portfolios, the Old Fund itself) having ceased operations,
such Old Fund shall cease to be a party to the Agreement
and shall have no rights or obligations thereunder.
Except to the extent expressly set forth herein, this
letter shall not be deemed to otherwise amend or modify any
term of the Agreement.
Please sign below to evidence your consent and
agreement to the above.
EACH MANAGEMENT INVESTMENT COMPANY
IDENTIFIED ON EXHIBIT A HERETO AS
AN "OLD FUND"
OR A "NEW FUND"
By:
Name:
Title:
Consented and Agreed to:
PFPC, INC.
By:
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
and Managing Director
Exhibit A
Old Fund: Xxxx Xxxxx Partners Adjustable Rate Income Fund
(f/k/a SB Adjustable Rate Income Fund)
Old Portfolio: n/a
Restructuring, Fund Combination or Other Cessation of Operations: Restructuring
New Fund: Xxxx Xxxxx Partners Income Trust
New Portfolio: Xxxx Xxxxx Partners Adjustable Rate Income Fund
Closing Date or Termination Date (as applicable): 4/13/07
