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IAA TRUST GROWTH FUND, INC.
AMENDMENT TO TRANSFER AGENT AGREEMENT
THIS AGREEMENT, dated as of the 27th day of April, 1998 made by and
between IAA TRUST GROWTH FUND, INC. (the "Fund"), a corporation duly organized
and existing under the laws of the State of Maryland, operating as a registered
investment company under the Investment Company Act of 1940, as amended, and FPS
Services, Inc. ("FPS") (formerly known as Fund/Plan Services, Inc.), a
corporation duly organized and existing under the laws of the State of Delaware,
and First Data Investor Services Group, Inc. ("First Data"), a corporation duly
organized and existing under the laws of the Commonwealth of Massachusetts, and
a wholly-owned subsidiary of First Data Corporation (collectively, the
"Parties").
WITNESSETH THAT:
WHEREAS, FPS and the Fund originally entered into an Transfer Agent
Agreement dated August 1, 1995 (the "Agreement"); and
WHEREAS, FPS has entered into an Asset Purchase Agreement with First Data
pursuant to which First Data will acquire substantially all of the assets of FPS
(the "Asset Purchase"); and
WHEREAS, the Parties desire that FPS transfer all of its right, title,
interest and obligations under the Agreement to First Data, and that the Fund
consent to such assignment in writing; and
WHEREAS, the Parties further desire to amend the Agreement to extend the
term of the Agreement until February 29, 2000;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
1. FPS hereby assigns and transfers all of its right, title, interest and
obligations under the Agreement to First Data.
2. The Fund hereby consents to such assignment from FPS to First Data.
3. Paragraph 27 of the Agreement is hereby amended by deleting
subparagraphs (a) and (b) and inserting the following:
(a) The term of this Agreement shall commence on the date
hereinabove first written ("Effective Date") and shall continue until February
29, 2000 and thereafter on a year to year term subject to termination by either
Party set forth in (c) below.
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(b) The fee schedule set forth in Schedule "B" attached shall be
fixed until February 29, 2000. Such fees are to be paid by the Fund within ten
calendar days of receipt of an invoice from First Data after the end of each
month.
4. All references to Fund/Plan in the Agreement are hereby changed to
First Data.
5. All provisions of the Agreement are incorporated in this Amendment and
are hereby modified or supplemented to conform with this Amendment, but in all
other respects are to be and shall continue in full force.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of two type-written pages to be signed by their duly authorized
officers as of the day and year first above written.
IAA TRUST GROWTH FUND, INC. FPS SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Attest: /s/ Xxxx X. Xxxxxx Attest: /s/ Xxxxx X. Xxxxx
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FIRST DATA INVESTOR SERVICES GROUP, INC.
By /s/ Xxxx Xxxxxxx
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Attest: /s/ Xxxxx X. Xxxxx
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