EXHIBIT 8(a)(2)
AMENDMENT
TO THE
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and Xxxxxxx Xxxxx Healthcare
Fund, Inc.(the "Fund") entered into a Transfer Agency, Dividend Disbursing
Agency and Shareholder Servicing Agency Agreement effective August 1, 1987 (the
"Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to reflect
changes in compensation payable to FDS for certain services under the Agreement.
NOW, THEREFORE, FDS and the Fund hereby amend the Agreement as follows:
1. The parties agree that, in order to more accurately reflect the
conduct of their business relationship, Paragraph 3(f) of the Agreement shall be
amended to read in its entirety: "Notwithstanding anything in the foregoing
provisions of this paragraph, FDS agrees to perform its functions thereunder
subject to such modification, delegation, or assignment (whether in respect of
particular cases or in any particular class of cases) as may from time to time
be agreed in a writing signed by both parties."
2. The parties agree that the compensation payable in connection with
certain accounts will be modified. Pursuant to Section 4 of the Agreement, the
compensation payable to FDS on services for such accounts is set forth in the
Amended and Restated Schedule of Fees attached to this Amendment, which shall
become a part of the Agreement and shall be effective as of July 1, 2001.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of
this first day of July, 2001.
Xxxxxxx Xxxxx Healthcare Fund, Inc.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President and Treasurer
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FINANCIAL DATA SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Vice President
