AMENDMENT TO
TRANSFER AGENCY AND SUB-ADMINISTRATION AGREEMENT
AMENDMENT made as of the 5th day of October, 2004, between American
Express Financial Corporation ("AEFC"), a Delaware corporation having its
principal place of business at 50611 AXP Financial Center, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, to that
Transfer Agency and Sub-Administration Agreement dated October 1, 2003, as
amended (the "Agreement"), under which BISYS performs certain management and
administration services for the Company. All capitalized terms used but not
defined herein shall have the meaning given to them in the Agreement.
WHEREAS, the Agreement provides that BISYS shall perform such
additional services as are mutually agreed upon in writing by the parties;
WHEREAS, AEFC desires that BISYS perform certain additional services
for the Advisory Hedged Opportunity Fund (the "Company");
WHEREAS, BISYS is willing to perform the services enumerated in this
Amendment on the terms and conditions set forth in this Amendment; and
WHEREAS, BISYS and AEFC wish to enter into this Amendment to the
Agreement in order to set forth the terms under which BISYS will perform the
services enumerated herein on behalf of the Company, and to supplement and
clarify certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the covenants herein contained, the
Trust and BISYS hereby agree as follows:
1. Service Provider Program Related to the Fund Compliance Program.
BISYS will provide the following additional services to assist the
Company in connection with its obligations under Rule 38a-1 of the Investment
Company Act of 1940:
(a) Perform risk-based testing and an annual assessment of the
compliance procedures of each BISYS service group, as applicable, (i.e.,
transfer agency, fund accounting, administration) that provides services to the
Company.
(b) Provide information reasonably requested by the Board of Trustees
(the "Board") in connection with the Board's determination regarding the
adequacy and effectiveness of the compliance procedures described in (a) above.
(c) Provide reports to the Company's Chief Compliance Officer regarding
the risk-based testing and annual assessment described in (a) above.
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2. Fee.
In addition to all fees, expenses and miscellaneous fees or charges
provided for under the Agreement, BISYS shall be entitled to receive from AEFC
the amount set forth on Schedule A hereto, reflecting the amount charged by
BISYS for the performance of services in connection with its performance
hereunder.
3. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions
set forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreements or any provisions of the Agreements
that directly cover or indirectly bear upon matters covered under this
Amendment.
(b) Each reference to the Agreement in the Agreement and in every other
agreement, contract or instrument to which the parties are bound, shall
hereafter be construed as a reference to the Agreements as separately amended by
this Amendment. Except as provided in this Amendment, the provisions of the
Agreement remain in full force and effect (including, without limitation, the
term of the Agreements). No amendment or modification to this Amendment shall be
valid unless made in writing and executed by each party hereto.
(c) Paragraph headings in this Amendment are included for convenience
only and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall
be an original but all of which, taken together, shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
AMERICAN EXPRESS FINANCIAL CORPORATION
By:
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Name:
Title:
BISYS FUND SERVICES OHIO, INC.
By:
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Name:
Title:
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SCHEDULE A
TO THE AMENDMENT TO THE
TRANSFER AGENCY AND SUB-ADMINISTRATION AGREEMENT
BETWEEN AMERICAN EXPRESS FINANCIAL CORPORATION
AND BISYS FUND SERVICES, INC.
Dated October 5, 2004
Fee
General
The fee set forth below shall be subject to adjustment annually commencing on
the one-year anniversary of the date of this Agreement by the percentage
increase in consumer prices for services as measured by the United States
Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar
index should such index no longer be published.
Service Provider Program Related to Fund Compliance Fee
$10,000 per annum
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