TRANSFER AGENCY AND SERVICES AGREEMENT
SECOND AMENDMENT
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THIS AMENDMENT, dated as of MARCH 7 , 2002, is made to the Transfer Agency and
Services Agreement dated January 14, 2000 (the "Agreement") between Xxxxxxx
Investors Trust (the "Fund") and PFPC Inc. ("PFPC").
WHEREAS, the parties have previously amended the Agreement as of July
6, 2000;
WHEREAS, the parties hereto desire to amend certain terms and
conditions set forth in the Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree to amend the Agreement as
follows:
1. Article 15 CONFIDENTIALITY is hereby amended by inserting at the end
thereof a new section 15.5 that shall read as follows:
"15.5 Notwithstanding the foregoing, each
party agrees that any Nonpublic Personal
Information, as defined under Section
248.3(t) of Regulation S-P ("Regulation
S-P"), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "Act"),
disclosed by a party hereunder is for the
specific purpose of permitting the other
party to perform the services set forth in
this Agreement. Each party agrees that, with
respect to such information, it will comply
with Regulation S-P, the Act and any other
applicable regulation promulgated under the
Act and that it will not disclose any
Nonpublic Personal Information received in
connection with this Agreement, to any other
party, except to the extent as necessary to
carry out the services set forth in this
Agreement or as otherwise permitted by
Regulation S-P or the Act."
2. This Amendment contains the entire understanding of the parties with
respect to the transactions contemplated hereby and unless otherwise
specifically modified hereby, the terms of the Agreement shall remain
in full force and effect and shall apply hereto. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with
any provision of the prior agreements and related agreements, this
Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers, as of the day and year first above written.
PFPC INC. XXXXXXX INVESTORS TRUST
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
Title: Executive Vice President Title: Executive Vice President and CFO
