Exhibit (h)(1)(ii)
AMENDMENT TO THE TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AMENDMENT, dated as of October 28, 1999, is made to the Transfer
Agency and Services Agreement dated March 1, 1998 (the "Transfer Agent
Agreement") between IBJ Funds Trust (the "Fund") and First Data Investor
Services Group, Inc. ("Investor Services Group").
WITNESSETH
WHEREAS, Investor Services Group has developed a recordkeeping service link
("DCXchange(R)") between investment companies and benefit plan consultants (the
"Recordkeepers") which administer employee benefit plans, including plans
qualified under Section 401(a) of the Internal Revenue Code (the "Plans"); and
WHEREAS, Investor Services Group has entered into agreements with various
Recordkeepers relating to the recordkeeping and related services performed on
behalf of such Plans in connection with daily valuation and processing of orders
for investment and reinvestment of assets of the Plans in various investment
options available to the participants under such Plans (the "Participants"); and
WHEREAS, each portfolio of the Fund set forth in Exhibit 1 hereto (each, a
"Portfolio") desires to participate in the DCXchange(R) Program and further
desires to retain Investor Services Group to perform such services with respect
to shares of the Portfolios ("Shares") held by or on behalf of the Participants
as further described herein and Investor Services Group is willing and able to
furnish such services on the terms and conditions hereinafter set forth.
NOW THEREFORE, the Fund and Investor Services Group agree that as of the
date first referenced above, the Transfer Agent Agreement shall be amended as
follows:
1. Investor Services Group agrees to perform recordkeeping and related
services for the benefit of the Plan Participants that maintain shares of a
Portfolio through Plans administered by certain Recordkeepers. Investor
Services Group shall subcontract with Recordkeepers to link the Investor
Services Group recordkeeping system with the Recordkeepers, in order for
the Recordkeepers to maintain Portfolio shares positions for each
Participant. In connection with the performance of such services, the Fund
shall pay the amounts set forth in Exhibit 2 to this Amendment. In
addition, the Fund agrees to waive all minimum and maximum investment
requirements for the Portfolios listed on Exhibit 1 hereto, as well as all
CDSC fees (except in the case of full plan liquidations).
2. The parties hereto agree and acknowledge that the Fund may amend the
Transfer Agent Agreement at any time, and from time to time, solely for the
purpose of adding a Portfolio to, or deleting a Portfolio from, the list of
Portfolios set forth in Exhibit 1 hereto, which amendment shall become
effective as soon as reasonably practicable after Investor Services Group's
receipt of an executed revised Exhibit 1 unless Investor Services Group
promptly notifies the Fund of its objection to any such amendment; provided
that in no event shall such procedure be used to amend the list of
Portfolios covered under the Transfer Agent Agreement (with respect to
services other than the services set forth in this Amendment), in that the
procedures for amending such list of Portfolios shall remain as set forth
in the Transfer Agent Agreement; and provided further that in no event
shall any portfolio (whether or not appearing on the list of Portfolios) be
entitled to receive the services described in this Amendment during any
period for which such portfolio is not a Portfolio covered under the
Transfer Agent Agreement (with respect to services other than the services
described in this Amendment).
3. This Amendment contains the entire understanding between the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with any
provision of the Transfer Agent Agreement and related agreements, this
Amendment shall control, but the Transfer Agent Agreement and all related
documents shall otherwise remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
IBJ FUNDS TRUST
By:_____________________________
Title:__________________________
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:_____________________________
Title:__________________________
EXHIBIT 1
LIST OF PORTFOLIOS
The Reserve Money Market Fund
The Core Fixed Income Fund
The Core Equity Fund
The Blended Total Return Fund
Exhibit 2
DCXCHANGE(R) FEES
Upon execution of this Amendment, the Fund's portfolios, other than the Reserve
Money Market Fund, shall pay Investor Services Group annualized fees of $3.00 on
each Plan Participant account that is open during any monthly period. These fees
shall be billed by Investor Services Group monthly in arrears on a prorated
basis of 1/12 of the annualized fee for all accounts that are open during such
month.
The Fund shall also reimburse Investor Services Group monthly for such
miscellaneous expenses reasonably incurred by Investor Services Group in
performing its duties and responsibilities under this Agreement, as pre-approved
by such Fund. The Fund further agrees that any volume discounts achieved by
Investor Services Group on behalf of its clients shall be retained by Investor
Services Group, unless otherwise agreed to by Investor Services Group and the
Fund.
