AMENDMENT TO
TRANSFER AGENCY AGREEMENT
This Amendment is made as of October 1, 1997, between The Xxxxxx
Xxxxxxxxx Trust (the "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 October 1, 1996, as set forth below.
WHEREAS, the parties hereto wish to modify Section 2 of the Agreement
and Schedule B to the Agreement by revising the fees that are payable to
BISYS; and
WHEREAS, the parties hereto wish to modify Section 5 of the Agreement by
extending the initial term set forth therein.
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 2 of the Agreement shall be amended by adding the following
sentence at the end of such paragraph:
Effective as of October 1, 1997, for the services rendered, the
facilities furnished and the expenses assumed by BISYS pursuant to this
Agreement, the Trust shall pay to BISYS compensation that is more
particularly described in the Omnibus Fee Agreement among BISYS Fund Services
Limited Partnership, BISYS Fund Services, Inc. and the Trust, dated October 1,
1997.
3.Schedule B to the Agreement shall be amended by adding the following
sentence at the end of the fee schedule contained therein:
Effective as of October 1, 1997, the fee schedule set forth above
shall be superseded by the fee schedule that is more particularly described in
the Omnibus Fee Agreement among BISYS Fund Services Limited Partnership, BISYS
Fund Services, Inc. and the Trust, dated October 1, 1997.
4. Section 5 of the Agreement shall be amended by replacing the first
sentence of the first paragraph of the section entitled "Term" 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, 1998.
5. 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.
6. 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.
THE XXXXXX XXXXXXXXX TRUST
By: _____/s/_____________________________
Title:________________________________
BISYS FUND SERVICES, INC.
By: _______/s/___________________________
Title:________________________________
