(h)(8)
FORM OF AMENDMENT to
TRANSFER AGENT AND SERVICE AGREEMENT
AMENDMENT AGREEMENT, effective as of _____________, 2008, by and among
XXXXXXX, XXXXXXX FUNDS, INC., a corporation organized under the laws of the
State of Maryland (the "Fund") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company ("State Street").
WHEREAS the Fund and Investors Bank & Trust Company ("IBT") entered
into a Transfer Agent and Service Agreement dated June 1, 1999, as amended,
modified and supplemented from time to time (the "Transfer Agent Agreement");
WHEREAS, IBT merged with and into State Street, effective July 2,
2007, with the result that State Street now serves as transfer agent under the
Transfer Agent Agreement; and
WHEREAS, the Fund has requested that State Street amend the Transfer
Agent Agreement and State Street has agreed to do so as an accommodation to the
Fund notwithstanding that as amended, the Transfer Agent Agreement is not
identical to the form of transfer agent agreement customarily entered into by
State Street as transfer agent, in order that the services to be provided to
the Fund on behalf of its Portfolios by State Street, as successor by merger to
IBT, may be made consistently and predictably to the Fund.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendments.
(a) Section 19 of the Transfer Agent Agreement is hereby amended to
amend the notice address to the Bank, as follows:
"In the case of notices sent to the Bank to:
STATE STREET BANK AND TRUST COMPANY
Xxxx Xxxxxxx Tower
200 Clarendon Street, JHT
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: ______________
Telephone: 617-937-_______
Telecopy: 617-937-_______"
(b) The following is added as Section 30:
"Privacy Each party hereto acknowledges and agrees that, subject
to the reuse and re-disclosure provisions of Regulation S-P as
promulgated under Title A of Title V of the Xxxxx-Xxxxx-Xxxxxx
Act, it shall not disclose the non-public personal information of
shareholders in the Fund obtained under this Agreement, except as
necessary to carry out the services set forth in this Transfer
Agency Agreement or as otherwise permitted by law or regulation."
(c) Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the attached Appendix A hereto.
2. Miscellaneous.
(a) Except as amended hereby, the Transfer Agent 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 party hereto has caused this Amendment to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.
XXXXXXX, XXXXXXX FUNDS, INC.
By:
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Name:
-----------------------------
Title:
----------------------------
STATE STREET BANK AND TRUST COMPANY
By:
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Xxxxxx X. Xxxxxx
Vice Chairman
APPENDIX A
XXXXXXX, XXXXXXX FUNDS, INC.
International Equity Portfolio
Global Equity Portfolio
Emerging Markets Portfolio
Institutional Emerging Markets Portfolio
International Small Companies Portfolio
Frontier Emerging Market Portfolio
