Exhibit (h)(29)
AMENDMENT TO THE SUB-ADMINISTRATION
AND ACCOUNTING SERVICES AGREEMENT
THIS AMENDMENT is made as of October 1, 2001 (the "Effective Date"), by
and between PFPC INC., a Massachusetts corporation ("PFPC") and ABN AMRO
INVESTMENT FUND SERVICES, INC. (f/k/a Alleghany Investment Services), an
Illinois corporation (the "Administrator").
RECITALS
WHEREAS, PFPC provides sub-administration and accounting services to the
Administrator pursuant to a Sub-Administration and Accounting Services
Agreement, dated April 1,2000, as amended to date (the "Agreement").
WHEREAS, in addition to the services described in the Agreement, the
Administrator desires that PFPC provide the Administrator's service providers
with Internet access to certain fund portfolio data using PFPC DataStation
("DataStation"), all in accordance with the terms of this Amendment; and
WHEREAS, the Administrator and PFPC desire to amend the Agreement to
provide for such services and corresponding fees.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, PFPC and the Administrator, intending to be legally bound hereby,
agree as follows.
1. Amendments to the Agreement.
(a) All references to "Alleghany Investor Services" in the Agreement shall
be replaced with references to "ABN AMRO Investment Fund Services, Inc.".
(b) The Agreement is hereby amended to add a Section 16(xi) which shall
read in full as follows:
"(xi). PFPC DataStation Access Services. PFPC shall provide to the
Administrator the DataStation Internet access services as set forth
on Schedule A attached hereto and made a part hereof, as such
Schedule A may be amended from time to time. Access to DataStation
shall be limited to persons authorized by an officer of the
Administrator ("Authorized Persons"). An Authorized Person's access
to DataStation may be limited by setting forth such limitation in a
written document signed by both parties hereto. The Administrator
shall provide PFPC with a written request indicating the number of
user logon IDs
reasonably required by the Administrator: The Administrator shall be
solely responsible for the maintenance of any logon ID supplied by
PFPC to the Administrator."
(b) Schedule A is hereby added to the Agreement to read in full as set
forth in such Schedule to this Amendment.
2. Miscellaneous.
(a) Except as specifically amended herein, and except as necessary to
conform to the intention of the parties hereinabove set forth, the Agreement
shall remain unaltered and in full force and effect and is hereby ratified and
confirmed. In the event of a conflict between the terms hereof and the
Agreement, as to the Internet services, this Amendment shall control.
(b) This Amendment, together with its Schedule, constitutes the complete
understanding and agreement of the parties with respect to the subject matter
hereof and supercedes all prior communications with respect thereto.
IN WITNESS WHEREOF, the parties hereto have set their hands by their duly
authorized representatives as of the year and date first above indicated.
ABN AMRO INVESTMENT FUND
SERVICES, INC. (f/k/a Alleghany Investment
Services)
By: /s/Xxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Sr. Managing Director
PFPC INC.
By: /s/ Xxxxxxx X Xxxxx
-------------------------------------
Name: Xxxxxxx X Xxxxx
Title: Executive Vice President
Schedule A
DATASTATION ACCESS
SERVICES
1. PFPC SERVICES
(a) Provide Internet access to PFPC DataStation ("DataStation") at
xxx.xxxxxxxxxxxxxxx.xxx (the "Site") for Fund portfolio data
otherwise supplied by PFPC to Administrator service providers via
other electronic and manual methods (the "Services"). Types of
information to be provided on the Site include: (i) data relating to
portfolio securities, (ii) general ledger balances, and (iii) net
asset value-related data (NAV and net asset, distribution and yield
detail).
(b) Supply each of the Authorized Persons specified on Exhibit B as
permissible users of Datastation (the "Users") with a logon ID and
Password;
(c) Provide to Users access to the information listed in (a) above using
standard , inquiry tools and reports. Users will be able to modify
standard inquiries to develop user-defined inquiry tools; however,
PFPC will review computer costs for running user-defined inquiries
and may assess surcharges for those requiring excessive hardware
resources. In addition, costs for developing custom reports or
enhancements are not included in the fees set forth below and will
be negotiated and billed separately.
(d) Utilize a form of encryption that is generally available to the
public in the U.S. for standard Internet browsers and establish,
monitor and verify firewalls and other security features
(commercially reasonable for this type of information and these
types of users) and exercise commercially reasonable efforts to
attempt to maintain the security and integrity of the Site; and
(e) Monitor the telephone lines involved in providing the Services and
inform the Administrator promptly of any malfunctions or service
interruptions.
2. DUTIES OF THE ADMINISTRATOR AND THE USERS
(a) Provide and maintain a web browser supporting Secure Sockets Layer
128-bit encryption; and
(b) Keep logon IDs and passwords confidential and notify PFPC
immediately in the event that a logon II) or password is lost,
stolen or if you have reason to believe that the logon ID and
password are being used by an unauthorized person,
3: STANDARD OF CARE; LIMITATIONS OF LIABILITY
(a) Notwithstanding anything to the contrary contained in the Agreement
or this Exhibit A, PFPC shall be liable for direct damages incurred
by the Administrator and which arising out of PFPC's failure to
perform its duties and obligations described in this Exhibit A to
the extent such damages constitute willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and obligations
under this Exhibit A.
(b) The Administrator acknowledges that the Internet is an "open,"
publicly accessible network and not under the control of any party.
PFPC's provision of Services is dependent upon the proper
functioning of the Internet and services provided by
telecommunications carriers, firewall providers, encryption system
developers and others: The Administrator agrees that PFPC shall not
be liable in any respect for the actions or omissions of any third
party wrongdoers (i.e., hackers not employed by such party or its
affiliates) or of any third parties involved in the Services and
shall not be liable in any respect for the selection of any such
third party, unless that selection constitutes a breach of PFPC's
standard of care above.
(c) Without limiting the generality of the foregoing or any other
provisions of this Exhibit A or the Agreement, PFPC shall not be
liable for delays or failures to perform any of the Services or
errors or loss of data occurring by reason of circumstances beyond
such party's control, including acts of civil or military authority,
national emergencies, labor difficulties, fire, flood, catastrophe,
acts of God, insurrections, war, riots or failure of the mails,
transportation, communication or power supply, functions or
malfunctions of the Internet or telecommunications services,
firewalls, encryption systems or security devices caused by any of
the above, or laws or regulations imposed after the date of this
Exhibit.
4. FEES FOR DATASTATION SERVICES.
As consideration for the performance by PFPC of the Services, the Administrator
will pay the fees set forth below and any additional fees set forth in a
separate fee letter or work order as agreed between the parties from time to
time:
NUMBER OF PORTFOLIOS MONTHLY FEE
------------------------------------- ---------------------------------------
1-2 $250
3-5 $250 + $85 per portfolio over 2
6-10 $505 + $65 per portfolio over 5
11-15 $830 + $50 per portfolio over 10
16-20 . $1,080 + $35 per portfolio over 15
over 20 $1,250 + $30 per portfolio over 20
5. DURATION. This Amendment shall continue until terminated by the
Administrator or by PFPC on ninety (90) days' prior written notice to the
other party. In the event the Administrator gives notice of termination,
all expenses associated with movement (or duplication) of records and
materials and conversion thereof to a successor accounting and
sub-administration services agent(s) or other service provider will be
borne by the Administrator:
6. MISCELLANEOUS. In the event of a conflict between specific terms of this
Exhibit A and the Agreement, this Exhibit A shall control as to the
Internet Services.