(h)(6)
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
This AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT (the "Amendment") is
dated as of December 9, 2004 by and between Xxxxxxx, Xxxxxxx Funds, Inc.
("HLF") and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company
("IBT").
WHEREAS, HLF and IBT have entered into a Transfer Agency and Service
Agreement dated June 1, 1999, as amended from time to time (the "TA
Agreement");
WHEREAS, HLF and IBT desire to amend the TA Agreement subject to the
terms and conditions set forth herein;
WHEREAS, HLF and IBT have mutually agreed to certain modifications to
the TA Agreement;
NOW, THEREFORE, HLF and IBT hereby agree to amend the TA Agreement as
follows:
1. AMENDMENTS.
(a) Section 11 of the TA Agreement is hereby amended by deleting
paragraphs 11.1 and 11.2 thereof in their entirety and inserting in lieu
thereof the following:
"11.1 For performance by the Bank pursuant to this Agreement, the
Fund(s) agree to pay the Bank an annual maintenance fee as may be
agreed in writing between the parties.
11.2 In addition to the fee paid under Section 11.1 above, the Fund(s)
agree to reimburse the Bank for out-of-pocket expenses or advances
incurred by the Bank in performing its obligations under this
Agreement as may be agreed in writing between the parties. In
addition, any other expenses incurred by the Bank at the request or
with the written consent of the Fund(s) including, without limitation,
any equipment or supplies which the Fund specifically orders or
requires the Bank to purchase, will be reimbursed by the Fund(s)."
(b) Appendix A to the Agreement--"Portfolios"--is hereby amended by
deleting such Appendix A in its entirety and replacing it with Appendix A
attached hereto as Exhibit A.
(c) Appendix B to the Agreement is deleted in its entirety and
reserved.
(d) Section 18.1(a) of the TA Agreement is hereby amended by deleted
the lead-in paragraph of such Section 18.1(a) in its entirety and replaced with
the following new language:
"18.1(a) The term of this Agreement shall continue through May 31,
2008 (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this
Agreement shall automatically renew for successive one-year terms
(each a "Renewal Term") unless written notice of non-renewal is
delivered by the non-renewing party to the other party no later than
one-hundred twenty days prior to the expiration of the Initial Term or
anytime thereafter, as the case may be."
2. MISCELLANEOUS.
(a) Except as amended hereby, the TA Agreement shall remain in full
force and effect.
(b) This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed as an instrument under seal by its officer
thereunto duly authorized as of the date first above written.
XXXXXXX, LOEVNER FUNDS, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President
Date:
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
Date: 12/10/04
Exhibit A
XXXXXXX, XXXXXXX FUNDS, INC.
International Equity Portfolio
Global Equity Portfolio
Emerging Markets Portfolio
