Exhibit h(2)
AMENDMENT TO THE TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AMENDMENT, dated as of March 4, 1999 is made to the Transfer
Agency and Services Agreement dated February 26, 1998 (the "Agreement") between
ABN AMRO FUNDS (then known as the Rembrandt Funds) (the "Fund") and FIRST DATA
INVESTOR SERVICES GROUP, INC. ("Investor Services Group").
WITNESSETH
WHEREAS, Investor Services Group has developed a recordkeeping service
link ("DCXchangeSM") between investment companies and benefit plan consultants
(the "Recordkeepers") which administer employee benefit plans, including plans
qualified under Section 401(a) of the Internal Revenue Code (the "Plans"); and
WHEREAS, Investor Services Group has entered into agreements with
various Recordkeepers relating to the recordkeeping and related services
performed on behalf of such Plans in connection with daily valuation and
processing of orders for investment and reinvestment of assets of the Plans in
various investment options available to the participants under such Plans (the
"Participants"); and
WHEREAS, the Fund, on behalf of the Portfolios set forth in Exhibit 1
to the Agreement, desires to participate in the DCXchangeSM Program and retain
Investor Services Group to perform such services with respect to shares of the
Funds ("Shares") held by or on behalf of the Participants as further described
herein and Investor Services Group is willing and able to furnish such services
on the terms and conditions hereinafter set forth.
NOW THEREFORE, the Fund and Investor Services Group agree that as of
the date first referenced above, the Agreement shall be amended as follows:
1. Investor Services Group agrees to perform recordkeeping and related services
for the benefit of the Plan Participants that maintain shares of the Fund
through Plans administered by certain Recordkeepers. Investor Services Group
shall subcontract with Recordkeepers to link Investor Services Group
recordkeeping system with the Recordkeepers, in order for the Recordkeepers to
maintain Fund share positions for each Participant. Fund shall reimburse
Investor Services Group for the costs and expenses set forth on the attached
Exhibit A. Fund positions of the Participants shall constitute open accounts for
which a designated third party (agreed to by the parties hereto) (the "Payor")
shall pay to Investor Services Group the annual fees specified in a separate
agreement between such third party and Investor Services Group of even date
herewith. In the event any invoice for such fees is not paid within fifteen (15)
days of its receipt by Payor, Investor Services Group shall so notify the Payor
of such failure.
If payment is not then received by Investor Services Group within ten (10) days
after such notice, Fund hereby acknowledges and agrees that Investor Services
Group shall have the right to immediately discontinue the services described in
this Amendment and such suspension of services shall not constitute a breach on
the part of Investor Services Group of any term of the Agreement, as amended.
2. This Amendment contains the entire understanding between the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with any
provision of the Agreement and related agreements, this Amendment shall control,
but the Agreement and all related documents shall otherwise remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
ABN AMRO FUNDS
By: /s/ Xxxxxx X. Xxxxx
Title: Senior Vice President
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: /s/ Jylanne Xxxxx
Title: Senior Vice President
Schedule A
DCXchangeSM Costs and Expenses
The Fund shall reimburse Investor Services Group monthly for such miscellaneous
expenses reasonably incurred by Investor Services Group in performing its duties
and responsibilities under this Agreement, as pre-approved by the Fund. The Fund
further agrees that any volume discounts achieved by Investor Services Group on
behalf of its clients shall be retained by Investor Services Group, unless
otherwise agreed to by Investor Services Group and the Fund.
