AMENDMENT TO THE TRANSFER AGENCY
AND SUB-ADMINISTRATION AGREEMENT
AMENDMENT made as of March 1, 2005, to that certain Transfer Agency and
Sub-Administration Agreement, dated as of October 1, 2003, (the "Agreement"),
between AMERICAN EXPRESS FINANCIAL CORPORATION ("AEFC"), a Delaware corporation
having its principal place of business at 50611 AXP Financial Center,
Xxxxxxxxxxx, XX 00000, and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio
corporation having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, XX 00000.
WHEREAS, AEFC desires that BISYS provide, and BISYS has agreed to
provide in consideration of the fee described below, services with respect to
Form N-Q;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Amendments
(a) Section 1 of the Agreement is amended by the addition of the
following service to be provided by BISYS:
File holdings reports on Form N-Q as required at the end of the
first and third fiscal quarters of each year.
(b) Schedule A of the Agreement is amended by the addition of the
following fee to be paid to BISYS:
Fee for Form N-Q services: $4,500 annually per Investment Vehicle
2. Miscellaneous
(a) This Amendment supplements and amends the Agreement. The provisions
set forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
(b) Except as provided in this Amendment, the provisions of the
Agreement remain in full force and effect (including, without limitation, the
term of the Agreement). No amendment or modification to this Amendment shall be
valid unless made in writing and executed by both parties hereto.
(c) Section headings in this Amendment are included for convenience
only and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall
be an original but all of which, taken together, shall constitute one and the
same agreement.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
AMERICAN EXPRESS FINANCIAL CORPORATION
By:
-----------------------------------------
Name:
Title:
BISYS FUND SERVICES OHIO, INC.
By:
-----------------------------------------
Name:
Title:
2
