EXHIBIT (h)(29)
ABN AMRO INVESTMENT FUND SERVICES, INC.
FORM OF AMENDMENT
TO
SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
This Amendment (the "Amendment") is made as of the __th day of
___________, 2004, by and between ABN AMRO INVESTMENT FUND SERVICES, INC. (f/k/a
Alleghany Investment Services (the "Administrator") and PFPC INC. ("PFPC").
BACKGROUND:
A. PFPC and the Administrator entered into a Sub-Administration and
Accounting Services Agreement dated as of April 1, 2000, as amended to
date (the "Agreement") relating to PFPC's provision of
sub-administration and accounting services to the Fund and Portfolios.
B. The Administrator desires that, in accordance with Schedule A hereto,
PFPC use the fair value prices that are provided by a third-party
pricing vendor selected by the Administrator ("Pricing Vendor") in
connection with certain foreign equity securities for certain
Portfolios and, subject to the terms of this Amendment, PFPC is willing
to receive and use such fair value prices from the Pricing Vendor.
C. The Administrator and PFPC desire to amend the Agreement to accommodate
the foregoing.
TERMS:
The parties hereby agree that:
1. PFPC has entered into an agreement with the Pricing Vendor and
the Pricing Vendor shall provide fair value prices for the
relevant foreign equity securities that have the confidence
level identified by the Administrator ("Fair Value Prices") to
PFPC. Notwithstanding anything to the contrary herein, PFPC
shall not be obligated to perform the services set forth in
this Amendment unless a fully-executed agreement between PFPC
and the then-current Pricing Vendor is then currently in
effect.
2. Unless the Administrator directs PFPC otherwise by Written
Instructions, the Administrator hereby authorizes and
instructs PFPC to: (a) under the circumstances set forth on
Schedule A, receive from the Pricing Vendor Fair Value Prices
(in a format reasonably required by PFPC) for each of the
Portfolios that are identified on Schedule B (the
"International Portfolios"); and (b) under the circumstances
set forth on Schedule A, use such Fair Value Prices that it
timely receives in all relevant calculations. The
Administrator may change Schedule B by providing PFPC with at
least ten (10) business day's written notice.
3. The Administrator understands and agrees that PFPC will not be
able to apply its standard review process to the Fair Value
Prices and that PFPC shall have no obligation to (i) inquire
into or verify the accuracy of any of the Fair Value Prices it
receives unless otherwise requested by the Administrator with
respect to a particular security, or (ii)
analyze the accuracy or reasonableness of any of the Fair
Value Prices it receives. As between the Administrator and
PFPC, the Administrator hereby assumes all responsibility for
the appropriateness of the International Portfolios' use of
Fair Value Prices. The Administrator hereby represents and
warrants that the Valuation Committee of the Fund has
evaluated and approved the use of the Pricing Vendor's Fair
Value Prices for each of the International Portfolios and
believes such use to be consistent with (a) the security
valuation procedures and policies adopted by the Board of
Trustees of the Fund and (b) the registration statement of the
Fund. The Administrator acknowledges that security-specific
fair value determinations must be made by the Valuation
Committee of the Fund and are not made by PFPC.
4. As compensation for the services rendered by PFPC in
accordance with this Amendment, the Administrator will pay to
PFPC a fee in the amount of $500 per month for each
International Portfolio, plus related out-of-pocket expenses.
The foregoing shall be in addition to, and not in lieu of, any
other compensation payable by the Administrator to PFPC under
the terms of the Agreement.
5. Miscellanous.
(a) Capitalized terms not defined in this Amendment have
their respective meanings as defined in the
Agreement.
(b) As hereby amended and supplemented, the Agreement
shall remain in full force and effect. In the event
of a conflict between the terms hereof and the
Agreement, as to services described in this
Amendment, this Amendment shall control.
(c) The Agreement, as amended hereby, together with its
Exhibits and Schedules, constitutes the complete
understanding and agreement of the parties with
respect to the subject matter hereof and supercedes
all prior communications with respect thereto.
(d) This Amendment may be executed in two or more
counterparts, each of which shall be deemed an
original, but all of which together shall constitute
one and the same instrument.
(e) This Amendment shall be governed by the laws of the
State of Delaware, without regard to its principles
of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers designated below on the date and year
first above written.
ABN AMRO INVESTMENT FUND SERVICES, INC.
By:________________________________
Name: _____________________________
Title: ____________________________
PFPC INC.
By:________________________________
SCHEDULE A
FAIR VALUE PRICING OF FOREIGN EQUITY SECURITIES
Each business day, PFPC will calculate the percentage change in the S&P 500
Index from the open of the New York Stock Exchange (normally 9:30 a.m. Eastern
Time) to the close of the New York Stock Exchange (normally 4:00 p.m. Eastern
time). PFPC will also calculate whether such percentage change is equal to or
greater than 1.00% (in absolute value without rounding) (the "Trigger"). The
Administrator may change the level of the Trigger by providing PFPC with at
least ten (10) business day's written notice.
PFPC will forward to the Administrator the Trigger calculations by 4:30 p.m.
(Eastern Time). If the Administrator determines that any such Trigger does not
require fair valuation of an International Portfolio's securities, the
Administrator will inform PFPC by 5:00 p.m. (Eastern Time). When the Trigger has
been met, and if PFPC does not timely receive instructions from the
Administrator not to use the Fair Value Prices, then provided PFPC has timely
received Fair Value Prices for the relevant foreign equity securities from the
Pricing Vendor (currently, FT Interactive Data), PFPC shall use such Fair Value
Prices in all relevant calculations.
If a particular security is to be valued with a Fair Valued Price, PFPC will
also calculate whether the percentage change from that day's price for such
security versus the Fair Valued Price exceeds the established threshold
(currently, ten percent). If percentage change exceeds the threshold, PFPC will
promptly inform the Administrator.
SCHEDULE B
This Schedule B is dated as of ___________, 2004 and relates to that certain
Amendment To Sub-Administration and Accounting Services Agreement dated as of
_____________, 2004 between PFPC Inc. and ABN AMRO INVESTMENT FUND SERVICES,
INC. This Schedule B shall supercede all previous forms of this Schedule B.
International Portfolios:
ABN AMRO Global Emerging Markets Fund
ABN AMRO International Equity Fund