EXHIBIT 99(h)(4)
AMENDMENT
TO TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
BABSON FUNDS; J & B FUNDS; INVESTOR XXXX SERIES FUNDS
AND
NATIONAL FINANCIAL DATA SERVICES, INC.
This Amendment is made as of this 16th day of April, 2004 between Babson Funds;
J & B Funds; Investor Xxxx Series Funds (collectively, the "Fund") and National
Financial Data Services, Inc. (the "Transfer Agent"). In accordance with Section
15.1 (Amendment) of the Transfer Agency and Service Agreement between the Fund
and NFDS dated as of May 30, 2003, (the "Agreement") the parties desire to amend
the Agreement as set forth herein.
NOW THEREFORE, the parties agree as follows:
1. SECTION 3.1 (FEES AND EXPENSES). Section 3.1 of the Agreement is
amended by deleting the last sentence of that section.
2. SECTION 9.1 (STANDARD OF CARE/LIMITATION OF LIABILITY). Section 9.1 of
the Agreement is amended by replacing the last sentence of that section
with the following:
["Notwithstanding the foregoing, the Transfer Agent's
aggregate liability during any term of this Agreement with
respect to, arising from or arising in connection with this
Agreement, or from all services provided or omitted to be
provided by the Transfer Agent under this Agreement, whether
in contract, or in tort, or otherwise, is limited to, and
shall not exceed, the aggregate of the amounts actually
received or due hereunder to the Transfer Agent as fees and
charges, but not including reimbursable expenses, during or
for the six (6) calendar months immediately preceding the
first event for which recovery from the Transfer Agent is
being sought. The limitations on liability set forth in this
Section 9 shall not apply to loss or damage resulting from any
fraud or any intentional or malicious acts committed by an
employee of the Transfer Agent. For purposes of this section,
malicious acts shall mean those acts or breaches undertaken
purposefully under circumstances in which the person acting
knows or has reason to believe that such act or breach
violates such person's obligations under the Agreement or can
cause danger or harm."]
3. SECTION 12.1 (TERM). Section 12.1 of the Agreement is amended by
replacing the first sentence with the following:
"The initial term of this Agreement shall be [three (3)] years
from the date first stated above (the "Initial Term") unless
terminated pursuant to the provisions of this Section 12."
4. SCHEDULE A (FUNDS). Schedule A of the Agreement is replaced and
superseded with the revised Schedule A attached hereto.
5. SCHEDULE 1.2(G) (AML DELEGATION). Schedule 1.2(G) of the Agreement is
replaced and superseded with the revised Schedule 1.2(G) attached
hereto.
6. SCHEDULE 3.1 (FEE SCHEDULE). Schedule 3.1 to the Agreement is replaced
and superseded with the revised Schedule 3.1 attached hereto and
effective __________, 2004 through ___________, 200__.
7. All defined terms and definitions in the Agreement shall be the same in
this amendment (the "Amendment") except as specifically revised by this
Amendment. The Agreement and this Amendment contain the entire
understanding between the parties with respect to the transactions
contemplated hereby. Unless otherwise specifically modified in writing
by the terms of this Amendment, the terms of the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
NATIONAL FINANCIAL DATA SERVICES, INC. X.X. XXXXXX TAX-FREE INCOME FUND, INC.
By: By:
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Name: Name:
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Title: Title:
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X.X. XXXXXX MONEY MARKET FUND, INC. X.X. XXXXXX BOND TRUST
By: By:
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Name: Name:
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Title: Title:
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BABSON ENTERPRISE FUND, INC. BABSON ENTERPRISE FUND II, INC.
By: By:
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Name: Name:
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Title: Title:
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(SIGNATURE PAGE CONTINUED)
XXXXX X. XXXXXX GROWTH FUND, INC. BABSON VALUE FUND, INC.
By: By:
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Name: Name:
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Title: Title:
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SHADOW STOCK FUND, INC. XXXXXX-XXXXXXX IVORY INTERNATIONAL
FUND, INC.
By: By:
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Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
J&B FUNDS INVESTORS XXXX SERIES FUND, INC.
By: By:
------------------------------ ------------------------------
Name: Name:
------------------------------ ------------------------------
Title: Title:
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RRB FUNDS, INC.
By:
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Name:
------------------------------
Title:
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SCHEDULE A
FUNDS
BABSON FUNDS*:
X.X. Xxxxxx Tax-Free Income Fund, Inc.
X.X. Xxxxxx Money Market Fund, Inc.
Babson Enterprise Fund, Inc.
Babson Enterprise Fund II, Inc.
Xxxxx X. Xxxxxx Growth Fund, Inc.
Babson Value Fund, Inc.
Shadow Stock Fund, Inc.
Xxxxxx-Xxxxxxx Ivory International Fund, Inc.
X.X. Xxxxxx Bond Trust - Portfolios L & S
J&B FUNDS*:
J&B Small-Cap International Fund
INVESTORS XXXX SERIES FUNDS:
Investors Xxxx Series Funds
Small Cap Equity Portfolio
Large Cap Growth Portfolio
Money Market Portfolio
Intermediate Fixed Income Portfolio
Mid Cap Equity Portfolio
Global Fixed Income Portfolio
Growth & Income Portfolio
Balance Portfolio
Large Cap Value Portfolio
RBC FUNDS*:
Large Cap Equity Fund
Quality Income Fund
Mid Cap Equity Fund
Small Cap Equity Fund
Government Income Fund
North Carolina Tax-Free Bond Fund
* Name will be changed to Tamarack Funds on or about April 16, 2004.
SCHEDULE 1.2(G)
AML DELEGATION
DATED: ____________ ___, 2004
1. [Delegation: In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and the regulations
promulgated thereunder, (collectively, the "USA PATRIOT Act"), the Fund
has developed and implemented a written anti-money laundering program
(the "AML Program"), which is designed to satisfy the requirements of
the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect
to delegate certain duties with respect to the implementation and
operation of its AML Program to a service provider, including its
transfer agent. The Fund is desirous of having the Transfer Agent
perform certain delegated duties pursuant to the AML Program and the
Transfer Agent desires to accept such delegation.
2. Limitation on Delegation. The Fund acknowledges and agrees that in
accepting the delegation hereunder, the Transfer Agent is agreeing to
perform only those duties that have been expressly delegated on this
Schedule 1.26 (the "Delegated Duties"), as may be amended from time to
time, and is not undertaking and shall not be responsible for any other
aspect of the AML Program or for the overall compliance by the Fund
with the USA PATRIOT Act or for any other matters that have not been
delegated hereunder. Additionally, the parties acknowledge and agree
that the Transfer Agent shall only be responsible for performing the
Delegated Duties with respect to the ownership of, and transactions in,
shares in the Fund for which the Transfer Agent maintains the
applicable shareholder information.
3. Consent to Examination. In connection with the performance by the
Transfer Agent of the Delegated Duties, the Transfer Agent understands
and acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act and that the records the Transfer
Agent maintains for the Fund relating to the AML Program may be
subject, from time to time, to examination and/or inspection by federal
regulators in order that the regulators may evaluate such compliance.
The Transfer Agent hereby consents to such examination and/or
inspection and agrees to cooperate with such federal examiners in
connection with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours and on reasonable notice all
required records and information for review by such examiners.
SCHEDULE 1.2(G)
AML DELEGATION
(continued)
4. Delegated Duties:
4.1. With respect to the beneficial ownership of, and transactions
in, shares in the Fund for which the Transfer Agent maintains
the applicable shareholder information, the Transfer Agent
shall:
(a) Submit all new account and registration maintenance
transactions through the Office of Foreign Assets
Control ("OFAC") database and such other lists or
databases of trade restricted individuals or entities
as may be required from time to time by applicable
regulatory authorities.
(b) Submit special payee checks through the OFAC
database.
(c) Review redemption transactions that occur within
thirty (30) days of account establishment or
maintenance.
(d) Review wires sent pursuant to banking instructions
other than those on file with the Transfer Agent.
(e) Review accounts with small balances followed by large
purchases.
(f) Review accounts with frequent activity within a
specified date range followed by a large redemption.
(g) On a daily basis, review purchase and redemption
activity per tax identification number ("TIN") within
the Funds to determine if activity for that TIN
exceeded the $100,000 threshold on any given day.
(h) Compare all new accounts and registration maintenance
through the Known Offenders database and notify the
Fund of any match.
(i) Monitor and track cash equivalents under $10,000 for
a rolling twelve-month period and file IRS Form 8300
and issue the shareholder notices required by the
IRS.
(j) Determine when a suspicious activity report ("SAR")
should be filed as required by regulations applicable
to mutual funds; prepare and file the SAR. Provide
the Fund with a copy of the SAR within a reasonable
time after filing; notify the Fund if any further
communication is received from U.S. Department of the
Treasury or other law enforcement agencies regarding
the SAR.
(k) Compare account information to any FinCEN request
received by the Fund and provided to the Transfer
Agent pursuant to Uniting and
Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of
2001 ("USA PATRIOT Act") Sec. 314(a). Provide the
Fund with documents/information necessary to respond
to requests under USA PATRIOT Act Sec. 314(a) within
required time frames.
(i) Verify the identity of any person seeking to open an
account with the Fund, (ii) Maintain records of the
information used to verify the person's identity and
(iii) Determine whether the person appears on any
lists of known or suspected terrorists or terrorists
organizations provided to the Fund by any government
agency.
4.2. In the event that the Transfer Agent detects suspicious
activity as a result of the foregoing procedures, which
necessitates the filing by the Transfer Agent of a suspicious
activity report, a Form 8300 or other similar report or notice
to OFAC, then the Transfer Agent shall also immediately notify
the Fund, unless prohibited by applicable law.]
SCHEDULE 3.1
FEES
EFFECTIVE: ____________, ___, 2004 THROUGH ____________ __, 200__
