EXHIBIT 8(b.2)
AMENDMENT NO. 2 TO
TRANSFER AGENCY
SERVICES AGREEMENT
This Amendment No. 2 to Transfer Agency Services Agreement ("Amendment
No. 2") is made as of May ______, 2002, by and between PFPC Inc., a Delaware
corporation ("PFPC") and The ▇▇▇▇▇▇▇ Funds, Inc., a Maryland corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, PFPC and the Company have entered into that certain Transfer
Agency Services Agreement, dated as of January 2, 1996 (the "Original
Agreement"), whereby the Company retained PFPC to act as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent as
described therein to the Company's investment portfolios set forth on Exhibit A
attached thereto; and
WHEREAS, PFPC and the Company amended Exhibit A to the Original
Agreement on August 29, 2001 to provide for the addition of ▇▇▇▇▇▇▇ Aggressive
Growth Fund to the list of investment portfolios to which PFPC shall act as
transfer agent, registrar, dividend disbursing agent and shareholder servicing
agent as described in the Original Agreement ("Amendment No. 1"); and
WHEREAS, PFPC and the Company now desire to further amend Exhibit A to
the Original Agreement to provide for the addition of ▇▇▇▇▇▇▇ Small Cap Growth
Fund to the list of investment portfolios for which PFPC shall act as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent as
described in the Original Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Amendment of Exhibit A. Exhibit A to the Original Agreement, as amended
by Amendment No. 1, is hereby amended and restated in its entirety to
read in the form attached hereto as Exhibit A.
2. Miscellaneous.
(a) Governing Law. This Amendment No. 2 shall be governed by the
laws of the State of Delaware without regard for conflicts of
law principles thereof.
EXHIBIT 8(b.2)
(b) Successors and Assigns. This Amendment No. 2 shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns as permitted in the
Original Agreement.
(c) Counterpart and Signatures. This Amendment No. 2 may be
executed in counterpart and by facsimile signature, each
counterpart being deemed an original, but which when taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to Transfer Agency Services Agreement to be executed as of the date first
written above.
PFPC INC.
By:
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Name:
Title:
THE ▇▇▇▇▇▇▇ FUNDS, INC.
By:
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Name:
Title:
EXHIBIT 8(b.2)
EXHIBIT A
PORTFOLIOS
▇▇▇▇▇▇▇ GROWTH FUND
▇▇▇▇▇▇▇ AGGRESSIVE GROWTH FUND
▇▇▇▇▇▇▇ SMALL CAP GROWTH FUND