AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment dated as of January 23, 1997 between Xxxxxxxxx
& Xxxxxx Equity Funds, a Delaware business trust, having its principal office
and place of business at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000
(the "Fund") and State Street Bank and Trust Company, a Massachusetts trust
company having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, XX 00000 (the "Bank") is made to the Transfer Agency and Service
Agreement dated as of August 2, 1993 between the Fund and the Bank, as amended
(the "Transfer Agency Agreement").
WHEREAS, Xxxxxxxxx & Xxxxxx Management, Inc. ("NBMI"), acting
in its own name on its own behalf and on behalf of the Fund and its Portfolios,
to which it serves as distributor and investment manager, has contracted with
National Securities Clearing Corporation (the "NSCC") for the use of certain
mutual fund processing systems called Fund/SERV and Networking;
WHEREAS, Fund/SERV is an automated trading and settlement
system and Networking is an automated electronic recordkeeping and dividend
settlement system through which customer-level accounts ("Networking Accounts")
are established with the Fund by institutions such as recordkeepers or
broker-dealers ("Institutions");
WHEREAS, the NSCC will transmit orders for Fund shares placed
by Institutions via Fund/SERV to the Bank's agent, Boston Financial Data
Services, Inc. ("BFDS") on DST,
WHEREAS, NBMI has appointed the Bank as its settling bank for
purposes of performing same day funds settlement under an agreement dated
January 26, 1996;
WHEREAS, NBMI will enter into agreements with Institutions
which will set forth details about Networking or Fund/SERV, including
establishing subaccounts in lieu of omnibus accounts, the transmission of orders
for Fund shares via Fund/SERV, and each parties responsibilities under
Networking matrix levels;
WHEREAS, the matrix levels chosen by NBMI and the Institutions
will determine which services to the Networked Accounts will be performed by the
Institutions and which will be performed by the Fund or the Bank;
WHEREAS, in instances where the Institutions will be providing
services, in lieu of the Fund or Bank, the fees charged per account by the Bank
or BFDS under the Transfer Agency Agreement will be reduced;
WHEREAS, in lieu of having the Bank or BFDS be a party to
NBMI's agreements with the NSCC and with each Institution, the Bank and the Fund
desire to amend the Transfer Agency Agreement to provide for changes related to
the use of Fund/SERV and or Networking by the Fund and the reduction in fees
based on Networked Accounts;
NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties agree as follows:
Article 1. Fund/SERV and Networking
(a) The parties hereto agree that with respect to all
Networked Accounts, Networking and Fund/SERV transactions, the parties and/or
their agents shall be bound by the By-Laws and the Rules and Procedures of the
NSCC.
(b) The Bank or BFDS may only take instructions from NBMI or
the Fund regarding the conversion to, implementation of or day-to-day operations
of Fund/SERV and Networking with respect to Networked Accounts with the Fund.
(c) Schedule A to the Transfer Agency Agreement shall be
updated to include NSCC (on behalf of Institutions) as a Designated Party to
transrnit orders to the Bank on DST.
Article 2. Fees and Expenses; Fee Schedule
The Bank agrees to reduce the fees charged by the Bank or BFDS
to the Funds for Xxxxx 0 Networked Accounts. The fee schedule to the Transfer
Agency Agreement shall be amended to include that Funds on behalf of the
Portfolios shall be charged $5.25 for all Xxxxx 0 Networked Accounts maintained
at the Bank or with BFDS.
Article 3. Miscellaneous
(a) All other terms and conditions of the Transfer Agency
Agreement remain in full force and effect.
(b) Terms used herein but not defined herein shall have the
meanings set forth in the Transfer Agency Agreement.
(c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Amendment.
XXXXXXXXX & XXXXXX EQUITY STATE STREET BANK AND TRUST
FUNDS COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------------- -----------------------------
Xxxxxx X. Xxxxxxxx Executive Vice President
Vice President Xxxxxx X. Xxxxx
