AMENDMENT TO THE TRANSFER AGENCY
AND SUB-ADMINISTRATION AGREEMENT
AMENDMENT made as of the 10th day of December, 2004, to that certain
Transfer Agency and Sub-Administration Agreement, dated as of October 1, 2003,
(the "Agreement"), 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 ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, pursuant to the Agreement, BISYS assists AEFC, in its capacity
as Administrator, by providing certain fund accounting and financial reporting,
administrative and tax allocation services for the Company and acts as transfer
agent and provides certain transfer agency services relating to the investors
that purchase Shares ("Shareholders"); and
WHEREAS, AEFC and BISYS agree that Schedule A to the Agreement does not
clearly reflect their intent regarding the minimum annual fee and wish to revise
Schedule A to clarify such intent;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Amendment
The parties agree and acknowledge that Schedule A to the Agreement
incorrectly describes the parties' intent regarding the minimum annual fee.
Therefore, Schedule A to the Agreement is hereby deleted in its entirety and
replaced with the attached with effect from the effective date of the Agreement.
2. 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 Agreement or any provisions of the Agreement 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 Agreement as 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
Agreement). No amendment or modification to this Amendment shall be valid unless
made in writing and executed by both parties 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 Agreement to be
duly executed all as of the day and year first above written.
AMERICAN EXPRESS FINANCIAL CORPORATION
By:
---------------------------------------------
Name:
Title:
BISYS FUND SERVICES OHIO, INC.
By:
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Name:
Title:
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SCHEDULE A
TO THE TRANSFER AGENCY AND
SUB-ADMINISTRATIONAGREEMENT
BETWEEN AMERICAN EXPRESS FINANCIAL CORPORATION
AND BISYS FUND SERVICES OHIO, INC.
Fee
Base Annual Fee
On the first $250,000,000 7 bps
On assets in excess of $250,000,000 5 bps
The foregoing base annual fee is subject to a minimum annual fee of $125,000
(not including any other fees or expenses payable pursuant to this Agreement).
Annual Per Account Fee
For the first 1,000 open accounts $50 per account
For each account in excess of 1,000 open accounts $25 per account
All fees are applied as an annual rate based on average net assets and number of
open accounts for the applicable month. Fees are billed monthly and payment is
due within 30 days of receipt.
Fee calculation example:
Average net assets = $350,000,000
250,000,000 x 0.0007 = 175,000
100,000,000 x 0.0005 = 50,000
175,000 + 50,000/12 = $18,750 total fee billed for the month.
Out-of-pocket Expenses and Miscellaneous Service Fees
BISYS shall be entitled to be reimbursed for all reasonable out-of-pocket
expenses as set forth in Section 3 of this Agreement to which this Schedule A is
attached.
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