FIRST AMENDMENT TO THE
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment dated as of January 23, 1997 between Xxxxxxxxx
& Xxxxxx Equity Assets, 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 19, 1994 between the Fund and the Bank (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 the DST System ("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, the Transfer Agency Agreement covers only omnibus
accounts opened with the Fund and not sub-accounts, such as Networked Accounts;
WHEREAS, in instances where Networked Accounts are established
and the Institutions will be providing services to the Networked Accounts, the
fees charged per Networking Account by the Bank or BFDS will be paid by NBMI, in
lieu of the Fund;
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 payment by NBMI in
lieu of the Funds, for any 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.
Article 2. Fees and Expenses; Fee Schedule
The Bank or BFDS shall not charge the Fund for any fees or
expenses in connection with Networked Accounts. The fee schedule to the Transfer
Agency Agreement shall be amended to include that there shall be no fees or
expenses for Networked Accounts.
Article 3. Duties of the Bank Relating to Orders Placed on DST
The parties hereto agree that the Agreement is amended to add
Section 1.2(f) as follows:
Net orders may be transmitted to the Bank on DST or by facsimile or
telephone. The Bank is not authorized to receive orders transmitted on
DST from any party other than (i) NBMI and (ii) those parties set forth
on Schedule A attached hereto, which shall be updated from time to time
by the Fund (the "Designated Parties").
The Bank shall receive written approval from the Fund prior to
authorizing any additional Designated Parties to use DST to place
orders for Fund Shares. A Designated Party shall only be authorized to
use DST to (i) transmit net orders for the purchase and redemption of
Shares and (ii) review the account of that Designated Party's
historical transactions. NBMI and the Designated Parties are authorized
to place orders for trades received before 4:00 p.m. EST on a business
day the New York Stock Exchange is open for business ("Business Day"),
up to 9:30 p.m. EST that Business Day. No transactions occurring on a
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given Business Day are authorized to be transmitted on DST on the next
Business Day.
Article 4. 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
ASSETS COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxxxx Executive Vice President
Vice President Xxxxxx X. Xxxxx
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SCHEDULE A
DESIGNATED PARTIES
NATIONAL SECURITIES CLEARING CORPORATION
(on behalf of certain Institutions)
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