EXHIBIT 8(b.1)
AMENDMENT TO
TRANSFER AGENCY
SERVICES AGREEMENT
This Amendment to Transfer Agency Services Agreement is made as of August
____, 2001, by and between PFPC Inc., a Delaware corporation and an indirect,
wholly-owned subsidiary of PNC Bank, National Association, a national banking
association ("PFPC"), and The Xxxxxxx Funds, Inc., a Maryland corporation (the
"Company").
WITNESSETH:
WHEREAS, PFPC and the Company have entered into that certain Transfer
Agency Services Agreement, dated as of January 2, 1996 (the "Original
Agreement"), whereby the Company retained PFPC to act as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the
Company's investment portfolios set forth on Exhibit A attached thereto; and
WHEREAS, PFPC and the Company now desire to amend Exhibit A to the Original
Agreement to provide for the addition of Xxxxxxx Aggressive Growth Fund to the
list of investment portfolios for which PFPC shall act as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent.
NOW, THEREFORE, In consideration of the premises and the mutual covenants
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
1. AMENDMENT OF EXHIBIT A. Exhibit A to the Original Agreement is hereby
amended and restated in its entirety to read in the form attached hereto as
Exhibit A.
2. MISCELLANEOUS.
(a) GOVERNING LAW. This Amendment shall be governed by the laws of the
State of Delaware without regard for conflicts of law principles
thereof.
(b) SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors and assigns as permitted in the Original Agreement.
(c) COUNTERPART AND SIGNATURES. This Amendment may be executed in
counterpart and by facsimile signature, each counterpart being deemed
an original, but which when taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Transfer Agency
Services Agreement to be executed as of the date first written above.
PFPC INC.
By:
------------------------------
Name:
Title:
THE XXXXXXX FUNDS, INC.
By:
------------------------------
Name:
Title:
EXHIBIT A
PORTFOLIOS
XXXXXXX GROWTH FUND
XXXXXXX AGGRESSIVE GROWTH FUND
