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                                                                   EXHIBIT 10.50

                       TRANSFER AGENCY SERVICES AGREEMENT

         THIS AGREEMENT is made as of June 25, 2001 by and between PFPC INC., a
Massachusetts corporation ("PFPC"), and Ivy Fund, a Massachusetts business trust
(the "Fund").

                                  WITNESSETH:

         WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

         WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:

1.       DEFINITIONS. AS USED IN THIS AGREEMENT:

(a)      "1933 Act" means the Securities Act of 1933, as amended.

(b)      "1934 Act" means the Securities Exchange Act of 1934, as amended.

(c)      "Authorized Person" means any officer of the Fund and any other person
         duly authorized by the Fund's Board of Trustees to give Oral
         Instructions and Written Instructions on behalf of the Fund. An
         Authorized Person's scope of authority may be limited by setting forth
         such limitation in a written document signed by both parties hereto.

(d)      "CEA" means the Commodities Exchange Act, as amended.

(e)      "Change of Control" means a change in ownership or control (not
         including transactions between wholly-owned direct or indirect
         subsidiaries of a common parent) of 50% or


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         more of the beneficial ownership of the shares of common stock or
         shares of beneficial interest of an entity or its parent(s).

(f)      "Oral instructions" mean oral instructions received by PFPC from an
         Authorized Person or from a person reasonably believed by PFPC to be an
         Authorized Person.

(g)      "SEC" means the Securities and Exchange Commission.

(h)      "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and the
         CEA.

(i)      "Shares" mean the shares of beneficial interest of any series or
         class of the Fund.

(j)      "Written Instructions" mean (i) written instructions signed by an
         Authorized Person and received by PFPC or (ii) trade instructions
         transmitted (and received by PFPC) by means of an electronic
         transaction reporting system access to which requires use of a password
         or other authorized identifier. The instructions may be delivered by
         hand, mail, cable, e-mail, telex or facsimile sending device.

2.       APPOINTMENT. The Fund hereby appoints PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to the Fund
in accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.

3.       DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will
provide PFPC with the following:

(a)      At PFPC's request, certified or authenticated copies of the resolutions
         of the Fund's Board of Trustees approving the appointment of PFPC or
         its affiliates to provide services to the Fund and approving this
         Agreement;

(b)      A copy of the Fund's most recent effective registration statement;


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(c)      A copy of the advisory agreement with respect to each investment
         Portfolio of the Fund;

(d)      A copy of the distribution/underwriting agreement with respect to each
         class of Shares of the Fund;

(e)      A copy of each Portfolio's administration agreements if PFPC is not
         providing the Portfolio with such services;

(f)      Copies of any distribution and/or shareholder servicing plans and
         agreements made in respect of the Fund or a Portfolio;

(g)      A copy of the Fund's organizational documents, as filed with the state
         in which the Fund is organized; and

(h)      Copies of any and all amendments or supplements to the foregoing.

4.       COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply with
all applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. PFPC represents that it is currently
registered with the appropriate federal agency for the registration of transfer
agents, or is otherwise permitted to lawfully conduct its activities without
such registration, and that it will remain so registered or able to so conduct
such activities for the duration of this Agreement. PFPC agrees that it will
promptly notify the Fund in the event of any change in its status as a
registered transfer agent. Except as specifically set forth herein, PFPC assumes
no responsibility for such compliance by the Fund.

5.       INSTRUCTIONS.

(a)      Unless otherwise provided in this Agreement, PFPC shall act only upon
         Oral Instructions or Written Instructions.


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(b)      PFPC shall be entitled to rely upon any Oral Instruction or Written
         Instruction it receives from an Authorized Person (or from a person
         reasonably believed by PFPC to be an Authorized Person) pursuant to
         this Agreement. PFPC may assume that any Oral Instruction or Written
         Instruction received hereunder is not in any way inconsistent with the
         provisions of organizational documents or this Agreement or of any
         vote, resolution or proceeding of the Fund's Board of Trustees or of
         the Fund's shareholders, unless and until PFPC receives Written
         Instructions to the contrary.

(c)      The Fund agrees to forward to PFPC Written Instructions confirming Oral
         Instructions so that PFPC receives the Written Instructions by the
         close of business on the same day that such Oral Instructions are
         received. The fact that such confirming Written Instructions are not
         received by PFPC or differ from the Oral Instructions shall in no way
         invalidate the transactions or enforceability of the transactions
         authorized by the Oral Instructions or PFPC's ability to rely upon such
         Oral Instructions. Where Oral Instructions or Written Instructions
         reasonably appear to have been received from an Authorized Person, PFPC
         shall incur no liability to the Fund in acting upon such Oral
         Instructions or Written Instructions provided that PFPC's actions
         comply with such Oral or Written Instructions and the other provisions
         of this Agreement.

6.       RIGHT TO RECEIVE ADVICE.

(a)      Advice of the Fund. If PFPC is in doubt as to any action it should or
         should not take, PFPC may request directions or advice, including Oral
         Instructions or Written Instructions, from the Fund.


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(b)      Advice of Counsel. If PFPC shall be in doubt as to any question of law
         pertaining to any action it should or should not take, PFPC may request
         advice from counsel of its own choosing (who may be counsel for the
         Fund, the Fund's investment adviser or PFPC, at the option of PFPC).

(c)      Conflicting Advice. In the event of a conflict between directions or
         advice or Oral Instructions or Written Instructions PFPC receives from
         the Fund, and the advice it receives from counsel, PFPC may rely upon
         and follow the advice of counsel.

(d)      Protection of PFPC. PFPC shall be protected in any action it takes or
         does not take in reliance upon directions or advice or Oral
         Instructions or Written Instructions it receives from the Fund or from
         counsel and which PFPC believes, in good faith, to be consistent with
         those directions or advice or Oral Instructions or Written
         Instructions. Nothing in this section shall be construed so as to
         impose an obligation upon PFPC to seek such directions or advice or
         Oral Instructions or Written Instructions.

7.       RECORD; VISITS. The books and records pertaining to the Fund, which are
in the possession or under the control of PFPC, shall be the property of the
Fund. Such books and records shall be prepared and maintained as required by the
1940 Act and other applicable securities laws, rules and regulations. The Fund
and Authorized Persons shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the Fund or to
an Authorized Person, at the Fund's expense. Upon reasonable notice by the Fund,
PFPC shall make available during regular business hours its facilities and
premises employed in connection with its performance of this Agreement for
reasonable visits by the Fund, any agent


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or person designated by the Fund or any regulatory agency having authority over
the Fund. Notwithstanding the foregoing and upon three (3) days' prior notice
from the Fund, PFPC shall allow representatives of the Fund to perform at PFPC's
offices on-site audits during normal business hours and of a duration reasonably
necessary to assess PFPC's adherence to the terms of this Agreement.

8.       CONFIDENTIALITY.

(a)      Each party shall keep confidential any information relating to the
         other party's business ("Confidential Information"). Confidential
         Information shall include:

         (i)      any data or information that is competitively sensitive
                  material, and not generally known to the public, including,
                  but not limited to, information about product plans, marketing
                  strategies, finances, operations, customer relationships,
                  customer profiles, customer or shareholder lists,
                  broker/dealer or other sales relationships, sales estimates,
                  business plans, and internal performance results relating to
                  the past, present or future business activities of the Fund or
                  PFPC, their respective subsidiaries and affiliated companies
                  and the customers, clients and suppliers of any of them;

         (ii)     any scientific or technical information, design, process,
                  procedure, formula, or improvement that is commercially
                  valuable and secret in the sense that its confidentiality
                  affords the Fund or PFPC a competitive advantage over its
                  competitors;

         (iii)    all confidential or proprietary concepts, documentation,
                  reports, data, specifications, computer software, source code,
                  object code, flow charts,


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                  databases, inventions, know-how, and trade secrets, whether or
                  not patentable or copyrightable; and

         (iv)     anything designated in writing as confidential.

(b)      Notwithstanding the foregoing, information shall not be subject to such
         confidentiality obligations if it:

         (i)      is already known to the receiving party at the time it is
                  obtained;

         (ii)     is or becomes publicly known or available through no wrongful
                  act of the receiving party;

         (iii)    is rightfully received from a third party who, to the best of
                  the receiving party's knowledge, is not under a duty of
                  confidentiality;

         (iv)     is released by the protected party to a third party without
                  restriction;

         (v)      is required to be disclosed by the receiving party pursuant to
                  a requirement of a court order, subpoena, governmental or
                  regulatory agency or law (provided the receiving party will
                  provide the other party written notice of such requirement, to
                  the extent such notice is permitted);

         (vi)     is relevant to the defense of any claim or cause of action
                  asserted under this Agreement; or

         (vii)    has been or is independently developed or obtained by the
                  receiving party.

(c)      Neither party shall use the Confidential Information of the other party
         for any purpose whatsoever, except as expressly contemplated under this
         Agreement.

(d)      Nothing in the foregoing Section 8 will prevent customer or shareholder
         lists and related information from being considered Confidential
         Information and as such will not be


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         released in any form to third parties; except as described above in
         sub-section (b)(v) and (vi), or the release or communication of such
         information to third parties has been consented to by the applicable
         customer or shareholder or the Fund.

9.       COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of their
opinion, as required by the Fund.

10.      PFPC SYSTEM. PFPC shall retain title to and ownership of any and all
data bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights utilized by PFPC in connection with the services
provided by PFPC to the Fund. Notwithstanding the foregoing, at no time will
PFPC receive title to or ownership of the Fund's books and records as described
in Section 7 herein, the Fund's web site or any other intellectual property of
the Fund and/or its adviser and affiliates provided to PFPC under this
Agreement.

11.      DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment. PFPC shall, at no
additional expense to the Fund, take all reasonable steps to minimize service
interruptions. PFPC shall have no liability with respect to the loss of data or
service interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own negligence, willful misfeasance, bad
faith, violation of law, breach of this Agreement, or reckless disregard of its
duties or obligations under this Agreement. PFPC


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agrees to take measures and make arrangements for the use of back-up systems in
the event of a disaster as described in this Section 11. PFPC agrees to back-up
data maintained pursuant to this Agreement on a daily basis. Upon the Fund's
request, PFPC shall timely provide it with copies of PFPC's then current
disaster recovery plan and related documentation.

12.      COMPENSATION. As compensation for services rendered by PFPC during the
term of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed
to from time to time in writing by the Fund and PFPC. The Fund acknowledges that
PFPC may receive float benefits and/or investment earnings in connection with
maintaining certain accounts required to provide services under this Agreement.

13.      INDEMNIFICATION.

(a)      The Fund agrees to indemnify, defend and hold harmless PFPC and its
         affiliates from all taxes, charges, expenses, assessments, claims and
         liabilities (including, without limitation, reasonable attorneys' fees
         and disbursements and liabilities arising under the Securities Laws and
         any state and foreign securities and blue sky laws) arising directly or
         indirectly from any action or omission to act which PFPC takes in
         connection with the provision of services to the Fund or at the request
         or on the direction of or in reliance on the advice of the Fund, upon
         Oral Instructions or Written Instructions, or under PFPC's prescribed
         procedures, including the acceptance, processing and/or negotiation of
         checks or other methods utilized for the purchase of Shares. Neither
         PFPC, nor any of its affiliates, shall be indemnified against any
         liability (or any expenses incident to such liability) caused by PFPC's
         or its affiliates' own negligence, willful misfeasance, bad faith,
         violation of law, breach of this Agreement, or reckless disregard of
         its duties and


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         obligations under this Agreement, provided that in the absence of a
         finding to the contrary, the acceptance, processing and/or negotiation
         of a fraudulent payment for the purchase of Shares shall be presumed
         not to have been the result of PFPC's or its affiliates own negligence,
         willful misfeasance, bad faith or reckless disregard of such duties and
         obligations.

(b)      PFPC agrees to indemnify, defend and hold harmless the Fund, its
         Trustees and shareholders from all taxes, charges, expenses,
         assessments, claims and liabilities (including, without limitation,
         reasonable attorneys' fees and disbursements and liabilities arising
         under the Securities Laws and any state and foreign securities and blue
         sky laws) arising directly or indirectly out of PFPC's or its
         affiliates' own negligence, willful misfeasance, bad faith, violation
         of law, breach of this Agreement, or reckless disregard of its duties
         and obligations under this Agreement. The Trustees and shareholders of
         the Fund, or of any Portfolio thereof, shall not be liable for any
         obligations under this Agreement, and PFPC agrees that in asserting any
         rights or claims under this Agreement, it shall look only to the assets
         and property of the particular Portfolio in settlement of such rights
         or claims and not to such Trustees or shareholders. PFPC further agrees
         that it will look only to the assets and property of a particular
         Portfolio of the Fund in asserting any rights or claims under this
         Agreement with respect to services rendered with respect to that
         Portfolio and will not seek to obtain settlement of such rights or
         claims from assets of any other Portfolio of the Fund.

14.      RESPONSIBILITY OF PFPC.


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(a)      PFPC will maintain insurance of the types and in the amounts that PFPC
         reasonably believes is adequate for its business, including, but not
         limited to, insurance covering errors and omissions, and all other
         risks customarily insured against by similarly situated companies, all
         of which insurance is in full force and effect.

(b)      Upon the request of the Fund, PFPC shall contract with an independent
         third party (e.g., NQR or Dalbar, Inc.) chosen by the Fund and at the
         Fund's expense to conduct quality assurance review of PFPC's
         performance under this Agreement and, upon completion thereof, shall
         disclose the results of such review to the Fund.

(c)      PFPC shall be under no duty to take any action hereunder on behalf of
         the Fund except as specifically set forth herein or as may be
         specifically agreed to by PFPC and the Fund in a written amendment
         hereto. PFPC shall be obligated to exercise care and diligence in the
         performance of its duties hereunder and to act in good faith and with
         its best efforts within commercially reasonable limits in performing
         services provided for under this Agreement. PFPC shall be liable only
         for any damages arising out of PFPC's failure to perform its duties
         under this Agreement to the extent such damages arise out of PFPC's
         negligence, misfeasance, bad faith, violation of law, breach of this
         Agreement, or reckless disregard of such duties.

(d)      Without limiting the generality of the foregoing or of any other
         provision of this Agreement, (i) PFPC shall not be liable for losses
         beyond its control, including without limitation (subject to Section
         11), delays or errors or loss of data occurring by reason of
         circumstances beyond PFPC's control, provided that PFPC has acted in
         accordance with the standard set forth in Section 14(c) above; and (ii)
         PFPC shall not be under any duty or


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         obligation to inquire into and shall not be liable for the validity or
         invalidity or authority or lack thereof of any Oral Instruction or
         Written Instruction, notice or other instrument which conforms to the
         applicable requirements of this Agreement, and which PFPC reasonably
         believes to be genuine.

(e)      Notwithstanding anything in this Agreement to the contrary, (i) neither
         party nor its affiliates shall be liable for any consequential, special
         or indirect losses or damages, whether or not the likelihood of such
         losses or damages was known by such party or its affiliates.

(f)      Each party shall have a duty to reasonably mitigate damages for which
         the other party may become responsible.

15.      DESCRIPTION OF SERVICES.

(a)      Services Provided on an Ongoing Basis. If Applicable.

         (i)      Calculate 12b-1 payments;

         (ii)     Maintain shareholder registrations;

         (iii)    Review new applications and correspond with shareholders to
                  complete or correct information;

         (iv)     Direct payment processing of checks or wires;

         (v)      Prepare and certify stockholder lists in conjunction with
                  proxy solicitations;

         (vi)     Countersign share certificates, if applicable;

         (vii)    Prepare and mail to shareholders confirmation of activity;


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         (viii)   Provide toll-free lines for direct shareholder use, including
                  use in connection with IMPRESSNet(R) Services, plus properly
                  trained customer liaison staff for on-line inquiry response;

         (ix)     Mail duplicate confirmations to broker-dealers of their
                  clients' activity, whether executed through the broker-dealer
                  or directly with PFPC;

         (x)      Provide periodic shareholder lists and statistics to the Fund;

         (xi)     Provide detailed data for underwriter/broker confirmations;

         (xii)    Provide applicable data to the Fund in order for the Fund to
                  prepare and perform periodic mailing of year-end tax and
                  statement information;

         (xiii)   Notify on a timely basis the investment adviser, accounting
                  agent, and custodian of fund activity;

         (xiv)    Perform other shareholder services for participating
                  broker-dealers as may be agreed upon from time to time;

         (xv)     PFPC shall provide the Fund with read-only access for two
                  concurrent users to Fund shareholder account information
                  stored in its computerized record keeping system in the same
                  manner as is available to PFPC's representatives.

(b)      Services Provided by PFPC Under Oral Instructions or Written
         Instructions.

         (i)      Accept and post daily Share purchases and redemptions;

         (ii)     Accept, post and perform shareholder transfers and exchanges;

         (iii)    Pay dividends and other distributions;

         (iv)     Issue and cancel certificates (when requested in writing by
                  the shareholder).


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(c)      Purchase of Shares. PFPC shall issue and credit an account of an
         investor, in the manner described in the Fund's applicable prospectus
         and SAI, once it receives:

         (i)      A purchase order;

         (ii)     Proper information to establish a shareholder account; and

         (iii)    Confirmation of receipt or crediting of funds for such order
                  to the Fund's custodian.

(d)      Redemption of Shares. PFPC shall redeem Shares only if that function is
         properly authorized by the declaration of trust or resolution of the
         Fund's Board of Trustees. Shares shall be redeemed and payment therefor
         shall be made in accordance with the Fund's applicable prospectus and
         SAI, when the recordholder tenders Shares in proper form and directs
         the method of redemption. If Shares are received in proper form, the
         redemption of such Shares shall be recorded before the funds are
         provided to PFPC from the Fund's custodian (the "Custodian"). If the
         recordholder has not directed that redemption proceeds be wired, when
         the Custodian provides PFPC with funds, the redemption check shall be
         sent to and made payable to the recordholder, unless:

         (i)      the surrendered certificate is drawn to the order of an
                  assignee or holder and transfer authorization is signed by the
                  recordholder; or

         (ii)     transfer authorizations are signed by the recordholder when
                  Shares are held in book-entry form, in which case the proceeds
                  from such redemption will be paid as instructed.

         When a broker-dealer notifies PFPC of a redemption desired by a
         customer, and the Custodian provides PFPC with funds, PFPC shall
         prepare and send the redemption proceeds to the broker-dealer.


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(e)      Dividends and Distributions. Upon receipt of a resolution of the Fund's
         Board of Trustees authorizing the declaration and payment of dividends
         and distributions, PFPC shall issue dividends and distributions
         declared by the Fund in Shares, or, upon shareholder election, pay such
         dividends and distributions in cash, if provided for in the Fund's
         applicable prospectus and SAI. Such issuance or payment, as well as
         payments upon redemption as described above, shall be made after
         deduction and payment of the required amount of funds to be withheld in
         accordance with any applicable tax laws or other laws, rules or
         regulations. PFPC shall mail to the Fund's shareholders such tax forms
         and other information, or permissible substitute notice, relating to
         dividends and distributions paid by the Fund as are required to be
         filed and mailed by applicable law, rule or regulation. PFPC shall
         prepare, maintain and file with the IRS and other appropriate taxing
         authorities reports relating to all dividends above a stipulated amount
         paid by the Fund to its shareholders as required by tax or other law,
         rule or regulation.

(f)      Shareholder Account Services.

         (i)      PFPC will arrange, in accordance with the Fund's applicable
                  prospectus and SAI,

                  for issuance of Shares obtained through:

                  -        Any pre-authorized check plan; and

                  -        Direct purchases through broker wire orders, checks
                           and applications.

         (ii)     PFPC will arrange, in accordance with the Fund's applicable
                  prospectus and SAI, for a shareholder's:

                  -        Exchange of Shares for shares of another fund with
                           which the Fund has exchange privileges;

                  -        Automatic redemption from an account where that
                           shareholder participates in a automatic redemption
                           plan; and/or


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                  -        Redemption of Shares from an account with a
                           checkwriting privilege.

(g)      Communications to Shareholders. Upon timely Written Instructions, PFPC
         shall cooperate with the Fund and its agents to produce and mail all
         communications by the Fund to its shareholders, including:

         (i)      Reports to shareholders;

         (ii)     Confirmations of purchases and sales of Fund shares;

         (iii)    Monthly or quarterly statements;

         (iv)     Dividend and distribution notices;

         (v)      Tax form information.

(h)      Records. PFPC shall maintain records of the accounts for each
         shareholder showing the following information:

         (i)      Name, address, United States Tax Identification or Social
                  Security number and such other information furnished on a
                  properly executed Form W-9 or Form W-8 as appropriate;

         (ii)     Number and class of Shares held and number and class of Shares
                  for which certificates, if any, have been issued, including
                  certificate numbers and denominations;

         (iii)    Historical information regarding the account of each
                  shareholder, including dividends and distributions paid and
                  the date and price for all transactions on a shareholder's
                  account;

         (iv)     Any stop or restraining order placed against a shareholder's
                  account;


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         (v)      Any correspondence relating to the current maintenance of a
                  shareholder's account;

         (vi)     Information with respect to withholdings; and

         (vii)    Any information required in order for PFPC to perform any
                  calculations required by this Agreement.

(i)      Lost or Stolen Certificates. PFPC shall place a stop notice against any
         certificate reported to be lost or stolen and comply with all
         applicable federal regulatory requirements for reporting such loss or
         alleged misappropriation. A new certificate shall be registered and
         issued only upon:

         (i)      The shareholder's pledge of a lost instrument bond or such
                  other appropriate indemnity bond issued by a surety company
                  approved by PFPC; and

         (ii)     Completion of a release and indemnification agreement signed
                  by the shareholder to protect PFPC and its affiliates.

(j)      Shareholder Inspection of Stock Records. Upon a request from any Fund
         shareholder to inspect stock records, PFPC will notify the Fund and the
         Fund will issue instructions granting or denying each such request.
         Unless PFPC has acted contrary to the Fund's instructions, the Fund
         agrees to and does hereby release PFPC from any liability for refusal
         of permission for a particular shareholder to inspect the Fund's stock
         records.

(k)      Withdrawal of Shares and Cancellation of Certificates. Upon receipt of
         Written Instructions, PFPC shall cancel outstanding certificates
         surrendered by the Fund to reduce the total amount of outstanding
         shares by the number of shares surrendered by the Fund.


                                       17
<PAGE>

(1)      Lost Shareholders. PFPC shall perform such services as are required in
         order to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the
         "Lost Shareholder Rules"), including, but not limited to, those set
         forth below. PFPC may, in its sole discretion, use the services of a
         third party to perform some of or all such services.

         (i)      documentation of search policies and procedures;

         (ii)     execution of required searches;

         (iii)    tracking results and maintaining data sufficient to comply
                  with the Lost Shareholder Rules; and

         (iv)     preparation and submission of data required under the Lost
                  Shareholder Rules.

         Except as set forth above, PFPC shall have no responsibility for any
         escheatment services.

(m)      Print Mail. In addition to performing the foregoing services, the Fund
         hereby engages PFPC as its print/mail service provider with respect to
         those items, and for such fees, as may be agreed to from time to time
         in writing by the Fund and PFPC.

(n)      Retirement Plans. In connection with the individual retirement
         accounts, simplified employee pension plans, rollover individual
         retirement plans, educational IRA's and ROTH individual retirement
         accounts ("IRA Plans"), 403(b) Plans and money purchase and profit
         sharing plans ("Qualified Plans") (collectively, the "Retirement
         Plans") within the meaning of applicable Sections of the Internal
         Revenue Code of 1986, as amended (the "Code") for which contributions
         by or for the benefit of the Retirement Plans' participants (the
         "Participants") are invested in Shares of the Fund, PFPC shall provide
         the following administrative services:


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         (i)      Establish a record of types of and reasons for distributions
                  (i.e., attainment of age 59-1/2, disability, death, return of
                  excess contributions, etc.);

         (ii)     Record method of distribution requested and/or made;

         (iii)    Receive and process designation of beneficiary forms;

         (iv)     Examine and process requests for direct transfers between
                  custodians/trustees, transfer and pay over to the successor
                  assets in the account and records pertaining thereto as
                  requested;

         (v)      Prepare any annual reports or returns required to be prepared
                  and/or filed by a custodian of a Retirement Plan, including,
                  but not limited to, an annual fair market value report, Forms
                  1099R and 5498 and file with the IRS and provide to
                  Participant (or beneficiary); and

         (vi)     Perform applicable federal withholding and send Participants
                  (or beneficiary) an annual TEFRA notice regarding required
                  federal tax withholding.

16.      DURATION AND TERMINATION. This Agreement shall continue until
         terminated by the Fund or by PFPC on one hundred twenty (120) days'
         prior written notice to the other party. Should PFPC fail to be
         registered with the SEC as a transfer agent at any time during this
         Agreement and such failure to register does not permit PFPC to lawfully
         conduct its activities, the Fund may, on written notice to PFPC,
         terminate this Agreement upon five days' written notice to PFPC. In the
         event the Fund gives notice of termination, unless such termination is
         derived from PFPC's failure to maintain its transfer agency
         registration or other material breach of any provision of this
         Agreement, all reasonable expenses of PFPC associated with movement (or
         duplication) of records and materials and conversion thereof to a
         successor transfer agent or


                                       19

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other service provider will be borne by the Fund. Further, upon termination of
this Agreement by either party for any reason, each party will promptly return
to the other party, or at such other party's request will destroy, all copies of
the Confidential Information and any other proprietary information of the other
party, and upon written request from the other party will certify to such
requesting party in writing, by the signature of a duly authorized
representative of the applicable party, that it has done so.

17.      PHASE BACK.

(a)      Upon termination of this Agreement and payment by the Fund of any
         undisputed fees, PFPC shall at the expense of the Fund deliver to the
         Fund and any successor transfer agent as the Fund may designate, in
         machine readable form on such media as the Fund or its designee
         reasonably requests, a copy of all Fund records, files and data
         maintained by PFPC for the Fund hereunder, including, without
         limitation, all data in PFPC's possession which are related to the
         services provided by PFPC for the Fund. Notwithstanding and in addition
         to the foregoing, as soon as reasonably practicable after the issuance
         of a notice of termination by either party, PFPC shall at the Fund's
         expense deliver to the Fund or its designee the then most current data
         in PFPC's possession which are related to the services provided by PFPC
         for the Fund.

(b)      PFPC agrees to cooperate with any third parties at the Fund's expense,
         as designated by the Fund, in performing the tasks it will perform as
         part of such additional support. Further, any transactions initiated
         prior to the effective date of the termination of this Agreement shall
         be processed as otherwise provided in accordance with the terms and
         conditions of this Agreement.


                                       20
<PAGE>

(c)      In the event of a termination under the terms of the Agreement, the
         parties may upon mutual agreement extend the term of this Agreement for
         the sole purpose of accomplishing the Phase Back as described in this
         Section.

(d)      If at the time of termination the Fund in good faith legitimately
         disputes any fees owed to PFPC under this Agreement, the Fund shall do
         the following upon any notice of termination: (i) pay PFPC any and all
         undisputed fees owed under this Agreement; and (ii) provide PFPC a
         detailed written description of the disputed amount and the basis for
         the Fund's dispute with such amount. In addition, the Fund shall
         cooperate with PFPC in good faith in resolving any disputed fees and
         then promptly paying such amounts mutually determined to be due.

18.      CHANGE OF CONTROL. Notwithstanding any other provision of this
Agreement, in the event of an agreement to enter into a transaction that would
result in a Change of Control of the Fund's adviser or sponsor during the first
eighteen months of this Agreement, the Fund's ability to terminate the Agreement
pursuant to Section 16 will be suspended for the remainder, if any, of the first
eighteen months of this Agreement. This provision shall not apply if such Change
in Control agreement is terminated for any reason.

19.      NOTICES. Notices shall be addressed (a) if to PFPC, at 400 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to the Fund,
at Ivy Funds, 925 South Federal Highway, Suite 600, Boca Raton, Florida 33432,
Attention: President or (c) if to neither of the foregoing, at such other
address as shall have been given by like notice to the sender of any such notice
or other communication by the other party. If notice is sent by confirming
telegram, cable, telex or facsimile sending device, it shall be deemed to have
been given


                                       21
<PAGE>

immediately. If notice is sent by first-class mail, it shall be deemed to have
been given three days after it has been mailed. If notice is sent by messenger,
it shall be deemed to have been given on the day it is delivered.

20.      AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.

21.      DELEGATION; ASSIGNMENT. PFPC may not assign its rights and delegate its
duties hereunder without the prior consent of the Fund, which consent will not
be unreasonably withheld or delayed, provided however, PFPC may assign its
rights and delegate its duties hereunder to any majority-owned direct or
indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc.,
provided that PFPC gives the Fund 30 days' prior written notice of such
assignment or delegation.

22.      COUNTERPARTS. This Agreement 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.

23.      FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

24.      IMPRESSNet(R) Services. PFPC shall provide to the Fund the internet
access services as set forth on Exhibit B attached hereto and made a part
hereof, as such Exhibit B may be amended from time to time.

25.      IMPRESSPlus(R) Services. In addition to the services set forth in this
Agreement, PFPC hereby grants to the Fund a license to PFPC's proprietary
IMPRESSPlus(R)software under the


                                       22
<PAGE>
terms set forth on Exhibit C - IMPRESSPlus(R) Software Terms, attached hereto
and made part hereof, as such Exhibit C may be amended from time to time.

26.      MISCELLANEOUS.

(a)      Entire Agreement. This Agreement and any and all exhibits and
         attachments to this agreement (which exhibits and attachments are also
         hereby deemed to be included in the definition of the Agreement) embody
         the entire agreement and understanding between the parties and
         supersedes all prior agreements and understandings relating to the
         subject matter hereof, provided that the parties may embody in one or
         more separate documents their agreement, if any, with respect to
         delegated duties.

(b)      No Changes that Materially Affect Obligations. Notwithstanding anything
         in this Agreement to the contrary, the Fund agrees not to adopt any
         policies which would affect materially the obligations or
         responsibilities of PFPC hereunder without first consulting with PFPC
         with respect to such policies so affecting PFPC's responsibilities and
         obligations.

(c)      Captions. The captions in this Agreement are included for convenience
         of reference only and in no way define or delimit any of the provisions
         hereof or otherwise affect their construction or effect.

(d)      Governing Law. This Agreement shall be deemed to be a contract made in
         Delaware and governed by Delaware law, without regard to principles of
         conflicts of law.

(e)      Partial Invalidity. If any provision of this Agreement shall be held or
         made invalid by a court decision, statute, rule or otherwise, the
         remainder of this Agreement shall not be affected thereby.


                                       23
<PAGE>

(f)      Successors and Assigns. This Agreement shall be binding upon and shall
         inure to the benefit of the parties hereto and their respective
         successors and permitted assigns.

(g)      No Representations or Warranties. Except for any representations and
         warranties expressly provided in this Agreement, each party hereby
         disclaims all representations and warranties, express or implied, made
         to the other or any other person, including, without limitation, any
         warranties regarding quality, suitability, merchantability, fitness for
         a particular purpose or otherwise (irrespective of any course of
         dealing, custom or usage of trade), of any services or any goods
         provided incidental to services provided under this Agreement. Each
         party disclaims any warranty of title or non-infringement except for
         any representations and warranties otherwise set forth in this
         Agreement.

(h)      Facsimile Signatures. The facsimile signature of any party to this
         Agreement shall constitute the valid and binding execution hereof by
         such party.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


                                          PFPC INC.


Business Approval
By: /s/                                   By: /s/ James W. Pasman
   -------------------------------           ----------------------------------

Date: 7/26/01                             Title: Managing Director
     -----------------------------              -------------------------------

Legal Approval
By: /s/  SS /  /s/ JC                     IVY FUND
   -------------------------------


Date: 6/25/01                             By: /s/ James W. Broadfoot
     -----------------------------           ----------------------------------

                                          Title: President
                                                -------------------------------


                                       24
<PAGE>
                                    EXHIBIT A


         THIS EXHIBIT A, dated as of June 25, 2001, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of June 25, 2001 between PFPC Inc.
and Ivy Fund.

                                   PORTFOLIOS

1.)    Ivy Bond Fund
2.)    Ivy Money Market Fund
3.)    Ivy Growth Fund
4.}    Ivy US Blue Chip Fund
5.)    Ivy US Emerging Growth Fund
6.)    Ivy International Fund
7.)    Ivy Developing Markets Fund
8.)    Ivy European Opportunities Fund
9.)    Ivy Global Fund
10.)   Ivy Global Natural Resources Fund
11.)   Ivy Global Science & Technology Fund
12.)   Ivy International Value Fund
13.)   Ivy International Small Companies Fund
14.)   Ivy Pacific Opportunities Fund
15.)   Ivy Cundill Global Value Fund
16.)   Ivy International Growth Fund


                                       25
<PAGE>

                                    EXHIBIT B


                             IMPRESSNET(R) SERVICES

1.       DEFINITIONS. Any term not herein defined shall have the meaning given
such term in the Agreement. The following definitions shall apply to this
Exhibit B:

(a)      "End-User" shall mean any Shareholder and/or Financial Intermediary
         that attempts to access IMPRESSNet(R).

(b)      "Financial Intermediary" shall mean any investment advisor,
         broker-dealer, financial planner or any other person authorized by a
         Shareholder or the Fund to act on behalf of a Shareholder.

(c)      "Fund Web Site" means the collection of electronic documents,
         electronic files and pages (other than IMPRESSNet(R)) maintained on
         behalf of the Fund and residing on any computer system(s) maintained on
         behalf of the Fund, connected to the Internet and accessible through
         the World Wide Web at the URL www.ivyfunds.com or such other successor
         URL designated by the Fund.

(d)      "IMPRESSNet(R) Services" means the services identified in Section 2
         hereof to be provided by PFPC utilizing the Internet and certain
         software, equipment and systems provided by PFPC, telecommunications
         carriers and security providers which have been certified by ICSA or a
         nationally-recognized audit firm (including but not limited to
         firewalls and encryption), whereby Inquires may be performed and
         Transactions may be requested by accessing IMPRESSNet(R) via hypertext
         link from the Fund Web Site or otherwise.

(e)      "Inquiry" shall mean any access to IMPRESSNet(R) initiated by an
         End-User which is not a Transaction.

(f)      "Internet" shall mean that certain communications network comprised of
         multiple communications networks linking education, government,
         industrial and private computer networks and commonly known as the
         Internet.

(g)      "IMPRESSNet(R)" means the collection of electronic documents,
         electronic files and pages residing on PFPC's computer system(s) (or
         those elements of the computer system of one or more Internet Service
         Providers ("ISPs") retained by PFPC and necessary for PFPC's services
         hereunder), connected to the Internet and accessible by hypertext link
         from the Funds Web Site or otherwise through the World Wide Web, where
         the Inquiry and Transaction data fields and related screens provided by
         PFPC may be viewed.

(h)      "Shareholder" means the record owner or authorized agent of the record
         owner of shares of the Fund.


                                       26
<PAGE>

(i)      "Transaction" shall mean purchase, redemption, exchange or any other
         activity which is mutually agreed upon by both the Fund and PFPC
         involving the movement of Shares initiated by an End-User, provided
         however, it being understood that broker-dealer back office operations
         will not be permitted to initiate Transactions.

2.       PFPC RESPONSIBILITIES. Subject to the provisions of this Exhibit B and
the Agreement, PFPC shall provide or perform, or shall retain other persons to
provide or perform, the following, at PFPC's expense (unless otherwise provided
herein):

(a)      provide all computers, telecommunications equipment, encryption
         technology and other materials, services, equipment and software
         reasonably necessary to develop and maintain IMPRESSNet(R) to permit
         persons to be able to view information about the Fund and to permit
         End-Users with appropriate identification and access codes to perform
         Inquiries and initiate Transactions;

         PFPC will use commercially reasonable: efforts to make IMPRESSNet(R)
         and the functionality which allows End Users to perform Inquiries and
         initiate Transactions available 24 hours a day, seven days a week, 365
         days a year (other than for a reasonable amount of time for standard
         scheduled maintenance of which advance notice is provided);

(b)      if requested by the Fund, address and mail, at the Fund's expense,
         notification and promotional mailings and other communications provided
         by the Fund to Financial Intermediaries and/or Shareholders regarding
         the availability of IMPRESSNet(R) Services;

(c)      if requested by the Fund, PFPC shall prepare and process new account
         applications received through IMPRESSNet(R) from Shareholders
         determined by the Fund to be eligible for such services and in
         connection with such, the Fund agrees as follows:

                  (i)      to permit the establishment of Shareholder bank
                  account information over the Internet in order to facilitate
                  purchase activity through the Automated Clearing House;
                  (ii)     the ACH prenote process will be waived and the ACH
                  status will be set to active;
                  (iii)    the Fund shall be responsible for any resulting
                  gain/loss liability associated with the ACH process
                  (iv)     the maximum permitted initial purchase amount shall
                  be $50,000.;

(d)      on a timely basis, process the set up of personal identification
         numbers ("PIN"), as described in the IMPRESSNet(R) Product Guide
         provided to the Fund, for the agents of the Fund which are identified
         by the Fund as an authorized agent to access IMPRESSNet(R) on the
         Fund's behalf, Shareholders and/or Financial Intermediaries, as
         applicable, which


                                       27
<PAGE>

         shall include verification of initial identification numbers issued,
         reset and activate personalized PIN's and reissue new PIN's in
         connection with lost PIN's;

(e)      provide installation services, which shall include review and approval
         of the Fund's network requirements, recommending method of establishing
         (and, as applicable, cooperate with the Fund to implement and maintain)
         a hypertext link between IMPRESSNet(R) and the Fund Web Site and
         testing the network connectivity and performance;

(f)      establish systems to guide, assist and permit End-Users who access
         IMPRESSNet(R) from the Fund Web Site to electronically perform Inquires
         and create and transmit Transaction requests to PFPC;

(g)      deliver to the Fund one (1) copy of the PFPC IMPRESSNet(R) Product
         Guide, as well as all updates thereto on a timely basis;

(h)      deliver a monthly billing report to the Fund, which shall include a
         report of Inquiries and Transactions;

(i)      provide a form of encryption that is generally available to the public
         in the U.S. for standard Internet browsers and establish, monitor and
         verify firewalls and other security features (commercially reasonable
         for this type of information and data) and exercise commercially
         reasonable efforts to maintain the security and integrity of
         IMPRESSNet(R);

(j)      maintain all on-screen disclaimers and copyright, trademark and service
         mark notifications, if any, provided by the Fund to PFPC in writing
         from time to time, and all "point and click" features of IMPRESSNet(R)
         relating to End User acknowledgment and acceptance of such disclaimers
         and notifications;

(k)      provide periodic reports of site visitation (hit reports) and other
         information regarding End-User activity under this Agreement as agreed
         by PFPC and the Fund from time to time;

(1)      monitor the telephone lines involved in providing IMPRESSNet(R)
         Services and inform the Fund promptly of any malfunctions or service
         interruptions;

(m)      PFPC shall periodically scan its Internet interfaces and IMPRESSNet(R)
         for viruses and promptly remove any such viruses located thereon;

(n)      maintenance and support of IMPRESSNet(R), which includes providing
         error corrections, enhancements and upgrades to IMPRESSNet.com(R) which
         are made generally available to IMPRESSNet(R) customers and providing
         help desk support to provide assistance to Fund representatives with
         their use of IMPRESSNet(R);


                                       28
<PAGE>
         Maintenance and support shall not include (i) access to or use of any
         substantial added functionality, new interfaces, new architecture, new
         platforms, new versions or major development efforts, unless made
         generally available by PFPC to IMPRESSNet(R) clients, as determined
         solely by PFPC; or (ii) maintenance of customized features, unless
         otherwise agreed upon by the parties in writing; and

(o)      the Fund recognizes and acknowledges that (i) a logon I.D. and PIN are
         required by EndUsers to access PFPC's IMPRESSNet(R); (ii) End-User's
         Web Browser and ISP must support Secure Sockets Layer (SSL) encryption
         technology; and (iii) PFPC will not provide any software for access to
         the Internet; software must be acquired from a third-party vendor.

3.       FUND RESPONSIBILITIES. Subject to the provisions of this Exhibit B and
the Agreement, the Fund shall at its expense (unless otherwise provided
herein):

(a)      provide, or retain other persons to provide, all computers,
         telecommunications equipment, encryption technology and other
         materials, services, equipment and software reasonably necessary to
         develop and maintain the Fund Web Site, including the functionality
         necessary to maintain the hypertext links to IMPRESSNet(R);

(b)      promptly provide PFPC written notice of changes in Fund policies or
         procedures requiring changes to the IMPRESSNet(R) Services;

(c)      if the Fund chooses, in its discretion, to develop such materials,
         work with PFPC to develop Internet marketing materials for End-Users
         and forward a copy of appropriate marketing materials to PFPC;

(d)      revise and update the applicable prospectus(es) and other pertinent
         materials, such as user agreements with End-Users, to include the
         appropriate consents, notices and disclosures for IMPRESSNet(R)
         Services as agreed upon by the Fund and PFPC, including disclaimers
         and information reasonably requested by PFPC;

(e)      maintain all on-screen disclaimers and copyright, trademark and
         service mark notifications, if any, provided by PFPC to the Fund in
         writing from time to time, and all appropriate "point and click"
         features of the Fund Web Site relating to End User acknowledgment and
         acceptance of such disclaimers and notifications as requested by PFPC;
         and

(f)      design and develop the Fund Web Site functionality necessary to
         facilitate, implement and maintain the hypertext links to
         IMPRESSNet(R), which contains the various Inquiry and Transaction web
         pages, and otherwise make the Fund Web Site available to End-Users.


                                      29
<PAGE>
4.       STANDARDS OF CARE FOR INTERNET SERVICES. Notwithstanding anything to
the contrary contained in the Agreement, although PFPC shall comply with the
standard of care and other obligations specified in the Agreement and above in
providing IMPRESSNet(R) Services, PFPC shall not be obligated to ensure or
verify the accuracy or actual receipt, or the transmission, of any data or
information contained in any transmission by an End User to PFPC in connection
with IMPRESSNet(R) Services or the consummation of any Inquiry or Transaction
request not actually received by PFPC. PFPC shall include on IMPRESSNet(R) a
conspicuous disclaimer stating that the End User acknowledges and agrees that
PFPC shall not be obligated to ensure or verify the accuracy or actual receipt,
or the transmission, of any data or information contained in any transmission
via, or by an End User to PFPC in connection with, IMPRESSNet(R) Services or the
consummation of any Inquiry or Transaction request not actually received by
PFPC. PFPC shall advise End-Users to promptly notify the Fund or PFPC of any
errors or inaccuracies in Shareholder data or information transmitted via
IMPRESSNet(R) Services.

5.       ADDITIONAL FEES FOR IMPRESSNET(R) SERVICES. As consideration for the
performance by PFPC of IMPRESSNet(R) Services, the Fund will pay the fees, if
any, set forth in a separate fee letter as agreed between the parties from time
to time.

6.       PROPRIETARY RIGHTS.

(a)      Each of the parties acknowledges and agrees that, except as expressly
         set forth in this Exhibit B, it obtains no rights in or to any of the
         software, hardware, processes, trade secrets, proprietary information
         or distribution and communication networks of the other under this
         Exhibit B. Any software, interfaces or other programs a party provides
         to the other hereunder shall be used by such receiving party only
         during the term of the Agreement and only in accordance with the
         provisions of this Exhibit B, Exhibit C to the Agreement and the
         Agreement. Except as expressly contemplated by this Exhibit B, Exhibit
         C to the Agreement and/or the Agreement, any interfaces, other software
         or other programs developed by or on behalf of one party or its
         licensor shall not be used directly or indirectly by or for the other
         party or any of its affiliates to connect such receiving party or any
         affiliate to any other person, without the first party's prior written
         approval, which it may give or withhold in its sole discretion. Except
         in the normal course of business and in conformity with Federal
         copyright law or with the other party's consent, neither party nor any
         of its affiliates shall disclose, use, copy, decompile or reverse
         engineer any software or other programs provided to such party by the
         other in connection herewith.

(b)      The Fund Web Site and IMPRESSNet(R) may contain certain intellectual
         property, including, but not limited to, rights in copyrighted works,
         trademarks and trade dress that is the property of the other party.
         Each party retains all rights in its web site (i.e. the Fund Web Site
         or IMPRESSNet(R), as applicable) and in such intellectual property of
         such party that may reside on the other party's web site, and to all
         corrections, modifications, additions, improvements and enhancements
         to, derivative works of, and all intellectual property rights relating
         to the foregoing. To the extent the intellectual property of one


                                       30
<PAGE>

         party (the "Owner") is cached by the other to expedite communication so
         as to enhance the performance of its obligations to the Owner hereunder
         and/or to better fulfill the purposes of this Agreement, the Owner
         grants to the other a limited, non-exclusive, nontransferable license
         to so cache and use such intellectual property solely for the purpose
         of so expediting the communication and for a period of time no longer
         than that reasonably necessary for the communication. To the extent
         that the Owner of intellectual property provides such intellectual
         property to the other for such party to duplicate such intellectual
         property within the other party's web site to replicate the "look and
         feel", "trade dress" or other aspect of the appearance or functionality
         of the first site, to appropriately identify the Owner as necessary or
         desirable to fulfill the purposes of this Agreement or for another
         purpose as authorized by the Owner (the "Authorized Purposes"), the
         Owner grants to the other a limited, non-exclusive, non-transferable
         license to copy and use such intellectual property solely for an
         Authorized Purpose and only for the duration of the Agreement. This
         license is limited to the intellectual property needed for the
         Authorized Purpose and does not extend to any other intellectual
         property owned by the Owner. Each party warrants that it has sufficient
         right, title and interest in and to its web site and its intellectual
         property to enter into these obligations, and that to its knowledge,
         the license hereby granted to the other party does not and will not
         infringe on any U.S. patent, U.S. copyright or other U.S. proprietary
         right of a third party. Notwithstanding any provision to the contrary,
         in the event of a breach of the warranty set forth in this paragraph,
         the parties agree that breaching party's sole obligations and sole
         liability in connection with such breach shall be pursuant to the terms
         of paragraph 9 of this Exhibit B below, which obligations are the
         exclusive remedy of the other party in connection with such breach and
         are in lieu of all other remedies in connection with such breach.

7.       REPRESENTATIONS AND WARRANTIES.

(a)      Each party represents and warrants that such party shall not knowingly,
         with the intent to cause harm, insert into any interface, other
         software, or other program provided by such party to the other
         hereunder, or accessible on IMPRESSNet(R) or Fund Web Site, as the case
         may be, any "back door," "time bomb," "Trojan Horse," "worm," "drop
         dead device," "virus" or other computer software code or routines or
         hardware components designed to disable, damage or impair the operation
         of any system, program or operation hereunder. For failure to comply
         with this warranty, the non-complying party shall immediately replace
         all copies of the affected work product, system or software. All costs
         incurred with replacement including, but not limited to cost of media,
         shipping, deliveries and installation shall be borne by such party.

(b)      PFPC further represents and warrants that (i) the IMPRESSNet(R)
         Services shall be performed by qualified personnel in a professional
         and workmanlike manner and in accordance with the terms of the
         Agreement and this Exhibit B and (ii) IMPRESSNet(R) will operate in
         material conformance with the then-current version of the IMPRESSNet(R)
         Product Guide, the terms of the Agreement and the terms of this Exhibit
         B.


                                       31
<PAGE>

8.       LIABILITY LIMITATIONS.

(a)      THE INTERNET. Each party acknowledges that the Internet is an
         unsecured, unstable, unregulated, unorganized and unreliable network,
         and that the ability of the other party to provide or perform services
         or duties hereunder is dependent upon the Internet and equipment,
         software, systems, data and services provided by various
         telecommunications carriers, equipment manufacturers, firewall
         providers, encryption system developers and other vendors and third
         parties. Each party agrees that the other shall not be liable in any
         respect for the functions or malfunctions of the Internet or for any
         failure or delay of the party due to causes beyond its control. Each
         party agrees the other shall not be liable in any respect for the
         actions or omissions of any third party wrongdoers (i.e., hackers not
         employed by such party or its affiliates) or of any third parties
         involved in the Internet Services and shall not be liable in any
         respect for the selection of any such third party, unless such party
         breached the standard of care specified herein with respect to that
         selection.

(b)      FURTHER LIMIT OF THE FUND'S LIABILITY. Notwithstanding anything in the
         Agreement or Exhibit B to the contrary, neither party nor its
         affiliates shall be liable for any consequential, special or indirect
         losses or damages arising out of or in connection with its actions
         pursuant to this Exhibit B, whether or not the likelihood of such
         losses or damages was known by such party or its affiliates.

(c)      PFPC'S EXPLICIT DISCLAIMER OF CERTAIN WARRANTIES. EXCEPT AS
         SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL SOFTWARE AND SYSTEMS
         DESCRIBED IN THIS EXHIBIT B ARE PROVIDED "AS-IS" ON AN "AS AVAILABLE"
         BASIS, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF
         ANY KIND, WHETHER SUCH WARRANTY BE EXPRESS OR IMPLIED, AND EACH PARTY
         HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY
         OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM
         COURSE OF DEALING OR COURSE OF PERFORMANCE.

9.       INDEMNIFICATION. Provided the Indemnified Party (see definition below)
gives the other party timely written notice, reasonable assistance, including
assistance from the Indemnified Party's employees, agents, independent
contractors and affiliates (collectively, the "INDEMNIFIED PARTY'S AGENTS"), and
sole authority to defend or settle the action, then the other party shall do the
following ("INFRINGEMENT INDEMNIFICATION"): (a) defend or settle, at its
expense, any action brought against the party to whom the allegedly infringing
information was provided by the other party (the "Indemnified Party") or the
Indemnified Party's Agents to the extent the action is based on a claim that the
other party's website or the Indemnified Party's use of the intellectual
property of the other pursuant to the terms of this Agreement infringes a duly
issued United States' patent or copyright or violates a third party's
proprietary trade secrets or other intellectual


                                       32
<PAGE>

property rights ("INFRINGEMENT"); (b) pay damages and costs finally awarded
against the Indemnified Party or the Indemnified Party's Agents directly
attributable to such claim and, to the extent commercially reasonable (c) modify
and/or replace the applicable allegedly infringing website and/or intellectual
property so that it is non-infringing or obtain for the Indemnified Party the
right to use the applicable website and/or intellectual property upon
commercially reasonable terms to both parties but at not cost to the Indemnified
Party. The other party shall have no Infringement Indemnification obligation to
the extent the alleged Infringement is based upon the Indemnified Party's or the
Indemnified Party's Agent's use of the applicable website or intellectual
property of the other party with equipment or software not furnished or approved
by the other party or to the extent such claim arises from the other party's
compliance with the Indemnified Party's designs or instructions, or from the
Indemnified Party's modifications of the applicable website and/or intellectual
property. The Infringement Indemnification states each party's entire liability
for Infringement and shall be the Indemnified Party's sole and exclusive remedy
for the warranty set forth in paragraph 6(b) of this Exhibit B.

10.      MISCELLANEOUS.

(a)      Independent Contractor. The parties to this Agreement are and shall
         remain independent contractors, and nothing herein shall be construed
         to create a partnership or joint venture between them and none of them
         shall have the power or authority to bind or obligate the other in any
         manner not expressly set forth herein. Unless otherwise expressly
         agreed in writing, any contributions to IMPRESSNet(R) by the Fund and
         any contributions to the Fund Web Site by PFPC shall be works for hire
         pursuant to Section 101 of the Copyright Act.

(b)      Conflict with Agreement. In the event of a conflict between specific
         terms of this Exhibit B and the Agreement, this Exhibit B shall control
         as to IMPRESSNet(R) Services and the other subject matter of this
         Exhibit B.


                                       33
<PAGE>

                                   EXHIBIT C


                         IMPRESSPLUS(R) SOFTWARE TERMS


ARTICLE 1 - SYSTEM, SUPPORT AND IMPLEMENTATION

1.1 SOFTWARE AND SUPPORT. PFPC shall provide or has previously provided to the
Fund and the Fund shall acquire from PFPC the right to copy and use the
computer software programs ("SOFTWARE"), set forth in Schedule 1 of this
Exhibit C ("SCHEDULE 1") for the fees, if any, agreed to in writing by the
parties ("IMPRESSPlus(R) Fees"). Software includes related user manuals and
reference guides (collectively, "DOCUMENTATION"). One copy of the Documentation
shall be provided to the Fund at no additional cost. PFPC shall provide only
the machine readable object version of the Software and not source code.
Additional terms and conditions concerning the Software are set forth in
Schedule 1 ("SOFTWARE SCHEDULE"). Subject to the Agreement terms and
conditions, PFPC grants to the Fund and the Fund accepts from PFPC the
non-exclusive, non-transferable license to copy and use the Software during the
term of the Agreement ("LICENSE"). Some software components ("THIRD PARTY
SOFTWARE") required to be used with the Software were developed by a third
party ("THIRD PARTY VENDOR"). Third Party Software is licensed to the Fund only
pursuant to: (a) shrink wrapped or other agreements between the Third Party
Vendor and the Fund with respect to "Directly Obtained Third Party Software"
and (b) the specifically indicated terms and conditions in this Agreement with
respect to all PFPC Provided Third Party Software licensed to the Fund by PFPC
hereunder. Schedule 1 shall indicate which Third Party Software the Fund is
required to obtain and license from PFPC ("PFPC PROVIDED THIRD PARTY SOFTWARE")
and which Third Party Software the Fund shall be solely responsible to obtain
and license ("DIRECTLY OBTAINED THIRD PARTY SOFTWARE"). As part of the
Software, PFPC shall provide the Fund with the interfaces set forth in Schedule
1, between the Software and Third party Software ("INTERFACES"). PFPC shall
provide the software support services ("SOFTWARE SUPPORT") so designated in
Schedule 2 of this Exhibit C ("SCHEDULE 2"). Software Support shall include a
License to error corrections, enhancements and upgrades to the Software which
are made generally available to PFPC clients of the Software under Software
Support, but shall not include a License to substantial added functionality,
new interfaces, new architecture, new platforms or other major software
development efforts which are not made generally available to PFPC clients
under Software Support, as determined solely by PFPC.

1.2 OWNERSHIP. PFPC or its licensor shall retain title to and ownership of the
Software, and all copies and derivative works of the foregoing: inventions,
discoveries, patentable or copyrightable matter, concepts, expertise, and
techniques created, developed and/or conceived by PFPC; and all patents,
copyrights, trade secrets and other related legal rights related to the
foregoing ("PROPRIETARY INFORMATION"). PFPC reserves all rights in the
Proprietary Information not expressly granted to the Fund in the Agreement.
Upon PFPC's request, the Fund shall inform PFPC in writing of the quantity and
location of any Software.

1.3 EQUIPMENT, SYSTEM IMPLEMENTATION AND ACCESS. The Fund is responsible for
acquiring, installing and maintaining the data processing and related
equipment as mutually agreed upon from time to time ("EQUIPMENT"). The Equipment
represents the minimum equipment requirements to properly operate the Software.
Except to the extent that PFPC have agreed that equipment other than the
Equipment may be used (which equipment will be deemed Equipment after such
agreement), PFPC disclaims responsibility for the performance of the Software
in the event that the Fund utilizes equipment different than the Equipment. PFPC
and the Fund shall (a) within a reasonable time after the Effective Date, agree
upon, by Addendum, any tasks required to implement the Software, Third Party
Software and Equipment ("SYSTEM") and the party responsible and time frames
for each such task ("SCOPE OF WORK"); (b) perform their respective assigned
tasks, if any, according to the Scope of Work; and (c) if not the party
assigned to a task, cooperate with the responsible party. To the extent the
Scope of Work is incomplete, PFPC shall follow its reasonable and customary
practices. The Fund shall give reasonable and safe access to the System to
PFPC, PFPC's employees, affiliates, representatives, agents, contractors,
licensors and suppliers ("PFPC's AGENTS") who are providing services under
the Agreement or auditing adherence to the Agreement to the extent that such
access is required

                                      34
<PAGE>
for PFPC to fulfill its obligations or exercise its audit rights set forth in
this Exhibit C and subject to obligations of confidentiality substantially
similar to those imposed on PFPC hereunder.

1.4 Use of Software. The Fund may use the Software during the term of the
Agreement only on the Equipment to process the Fund's and affiliates' data for
internal business purposes at the locations agreed to in writing in advance by
the Fund and PFPC. If the Equipment is inoperative due to malfunction, the
license grant shall, upon written notice to PFPC, be temporarily extended to
authorize the Fund to use the Software on any other equipment approved in
writing by PFPC until the Equipment is returned to operable condition. PFPC, in
its reasonable discretion, may suspend any Software Support while the Software
is being used on such other equipment. Upon written approval of PFPC which shall
not be unreasonably withheld or delayed, the Fund may allow a third party
consultant of the Fund to use the Software solely in accordance with the terms
of this Exhibit C, provided that the consultant (a) has a need to know, (b) uses
the Software solely for the benefit of the Fund, in accordance with the terms of
this Exhibit C, (c) prior to accessing the Software has signed an appropriate
confidentiality agreement which agreement contains provisions no less
restrictive than the non-use and non-disclosure provisions of this Exhibit C and
which identifies PFPC as a third party beneficiary with respect to such
confidentiality obligation to permit PFPC to enforce its rights directly against
any such third party consultant, and (d) is not a competitor of PFPC.
Notwithstanding anything contained in the foregoing sentence to the contrary,
the Fund shall remain at all times directly liable to PFPC for any actions of
such third party consultants with respect to such consultant's use of the
Software. No right is granted for use of the Software by any third party, or by
the Fund to process for any third party, or for any other purpose whatsoever,
except as expressly provided in this paragraph. The Fund shall not modify,
re-engineer, decompile or reverse engineer the Software or otherwise attempt to
obtain any source code without the express prior written consent of PFPC.

1.5 Software Installation and Acceptance. PFPC shall advise the Fund that the
Software as listed in Schedule 1 is installed and functioning on the Equipment
("Software Installation Date") so that implementation and training activities
can proceed.

1.6 Copies of Software. The Fund may not copy the software except as necessary
for the Fund to exercise its rights hereunder and for backup and archival
purposes only, and the Fund shall include on all copies of the Software all
copyright and other proprietary notices or legends included on the Software. The
provisions of this Paragraph do not apply to the Fund data files in
machine-readable form.

1.7 No-Export. The Software shall not be shipped or used by the Fund outside the
United States. The Fund shall comply with all applicable export and re-export
restrictions and regulations of the U.S. Department of Commerce or other U.S.
agency or authority. The Software shall not be transferred to a prohibited
country or otherwise in violation of any such restrictions or regulations.

1.8 Termination. Terms and conditions which require their performance after the
termination of the Agreement, including but not limited to the License and
Software use restrictions, limitations of liability, indemnification, and
confidentiality obligations, shall survive and be enforceable despite the
termination of the Agreement.

ARTICLE 2 - WARRANTIES, REPRESENTATIONS, LIABILITY AND DEFAULT

2.1 Software Warranties and Remedies. For the term of the Agreement, PFPC
warrants ("PERFORMANCE WARRANTY") that the Software shall perform on the
Equipment substantially in accordance with the Documentation, except for
Directly Obtained Third Party Software as set forth in Paragraph 2.2. The
correction of errors and deficiencies in the Software pursuant to Software
Support shall be the Fund's sole and exclusive remedy for the Performance
Warranty. PFPC warrants ("RIGHTS WARRANTY") it has the right to license the
Software in accordance with the Agreement and that the licensed use of the
Software will not infringe any duly issued United States' patent or copyright or
violate a third party's proprietary trade secrets or other similar intellectual
property rights. Provided the Fund gives PFPC timely written notice, reasonable
assistance, including assistance from the Fund's employees, agents, independent
contractors and affiliates (collectively, the "COMPANY'S AGENTS"), and sole
authority to defend or settle the


                                       35
<PAGE>
action, then PFPC shall do the following ("INFRINGEMENT INDEMNIFICATION"): (a)
defend or settle, at its expense, any action brought against the Fund or the
Fund's Agents to the extent the action is based on a claim that the Software or
the Fund's use of the Software infringes a duly issued United States' patent or
copyright or violates a third party's proprietary trade secrets or other
intellectual property rights ("INFRINGEMENT"); (b) pay damages and costs finally
awarded against the Fund or the Fund's Agents directly attributable to such
claim and, (c) modify and/or replace the Software so that it is non-infringing
or obtain for the Fund the right to use the  Software at not cost to the Fund.
PFPC shall have no Infringement Indemnification obligation to the extent that
the alleged Infringement is based upon the Fund's use of the Software with
equipment or software not furnished or approved by PFPC or to the extent such
claim arises from PFPC's compliance with the Fund's designs or instructions, or
from the Fund's modifications of the Software. The Infringement Indemnification
states PFPC's entire liability for Infringement and shall be the Fund's sole and
exclusive remedy for the Rights Warranty.

2.2      Third Party Warranties.  All warranties for the Directly Obtained
Third Party Software, if any, are specifically set forth in the applicable
agreements supplied by the Third Party Vendors. Subject to the terms of
Schedule 1 and to the extent permitted by PFPC's suppliers, PFPC conveys to the
Fund all Third Party Software warranties made by the Third Party Vendors.

2.3      Exclusion of Warranties.  THE WARRANTIES SET FORTH IN PARAGRAPH 2.1 AS
TO THE SOFTWARE AND IN PARAGRAPH 2.2 AS TO THIRD PARTY SOFTWARE, AND ANY OTHER
APPLICABLE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT AND/OR ANY EXHIBIT TO
THE AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, ARISING OUT OF OR RELATED TO THE SUBJECT MATTER ADDRESSED UNDER THIS
EXHIBIT C. PFPC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A
PARTICULAR PURPOSE.

2.4      Company Responsibility.  The System is an information system only,
designed to assist the Fund and the Fund's agents in performing their
professional activities and is not intended to replace the professional skill
and judgment of the Fund's Agents. The Fund shall be solely responsible for:
(a) acts or omissions of the Fund's Agents, excluding PFPC and its agents, in
entering data into the System, including its accuracy and adequacy; (b)
checking the correctness and accuracy of the data entered into the System by
the Fund; and (c) any use of or reliance upon the System output by the Fund's
Agents, excluding PFPC and its agents.

2.5      Representations, Damage Limitation and Risk Allocation.  Each party
represents that (a) it has all requisite power and authority to carry on its
business and perform its obligations as contemplated by the Agreement; and (b)
the execution, delivery and performance of the Agreement has been properly
authorized. PFPC's entire aggregate liability to the Fund for any loss or
damage, direct or indirect, for any cause whatsoever and regardless of the form
of action with respect to the Fund's use of the Software, shall be limited to
the Fund's actual direct damages which are reasonably incurred by the Fund in
an amount not to exceed ("DAMAGE LIMITATION") all license and support fees paid
under the Agreement with respect to the Software. The Fund understands the
Damage Limitation and considers it reasonable and appropriate. In allocating
risks under the Agreement, the parties agree: (i) the Damage Limitation should
specifically apply to any alternative remedy ordered by a court in the event
such court determines that a sole and exclusive remedy provided for in the
Agreement fails of its essential purpose; and (ii) IMPRESSPlus(R) Fees, if any,
agreed to by the parties reflect the risks attributable to the parties,
including, but not limited to, the disclaimer of warranties and the limitations
of liability set forth in this Article 2 and the sole and exclusive remedies in
the Agreement.


                                       36
<PAGE>
                             SCHEDULE 1 OF EXHIBIT C

                                    SOFTWARE

1.       PFPC Software.

1.1      PFPC Software includes the following IMPRESSPlus(R) products:

                IMPRESSPlus(R) Workflow/Image Release 6.2 - 3 maximum user seats
                IMPRESSPlus(R) COLD Release 3.0

1.2      Interfaces. Except as agreed in writing, PFPC shall not be required to
modify the Software or the Interfaces to accommodate changes made by the Fund
vendor to its portion of the interface. If the Fund's vendor needs information
about the Software, then the vendor must first execute a nondisclosure agreement
in form and content reasonably acceptable to PFPC. PFPC shall not be liable for
any delay or degradation to the Software or Equipment attributable to the Fund's
use of Interfaces provided by the Fund.

2.       Third Party Software.

2.1      PFPC Provided Third Party Software. The following Third Party Software
is licensed to the Fund directly by PFPC, the cost of which is included in the
IMPRESSPlus(R) Fees:

2.1.1    BancTec Software. The following Third Party Software is licensed
directly to the Fund by PFPC subject to the terms of this Agreement and the
mandatory BancTec ("BancTec") terms and conditions set forth in Attachment 1 to
Schedule 1, attached and incorporated by reference. To the extent that
Attachment 1 to Schedule 1, conflicts with or differs from the other terms and
conditions in the Agreement, Attachment 1 to Schedule 1 shall prevail with
respect to the following BancTec Software ("BancTec Software")

                Informix                 Multi-User with 3 maximum user seats
                XDP Storage Manager      Multi-User with 3 maximum user seats
                FloWare                  Multi-User with 3 maximum user seats
                Application Designer     Single-User with 3 maximum user seats
                   (Run Time Version)

2.1.2    INSCI Software. The following Third Party Software is licensed directly
to the Fund by PFPC subject to the terms and conditions set forth in this
Agreement.

                  Advanced COINSERV Software w/Hierarchical Storage Mgr.
                  WINCOINS-32 bit Software
                  PDF Form Overlay Software
                  Metacode Server License
                  Jukebox Driver Software


                                       37
<PAGE>

                  Meta2Meta DJDE to Metacode Xform Software (Gentext)
                  Metacode Client Viewer, 10 concurrent users
                  Operating Kit (Includes Dial-In for Trouble Shooting)

2.2      Directly Obtained Third Party Software. The following Third Party
Software are separately licensed by the Third Party Vendor directly to the Fund
subject to the respective terms and conditions of "shrink-wrapped" or other
agreements between the Third Party Vendor and the Fund. The Third Party Software
in the Required Column must be obtained by the Fund. The Third Party Software in
the Optional column is helpful but not required unless the indicated features
are being used. The Fund accepts the provisions of such agreements, including
the warranty provisions, if any, and agrees to comply with the terms set forth
in such agreements:

         Required:

         - Microsoft Windows 95 or NT 4.0 with SP6a
         - Microsoft Office 97 SP2
         - Microsoft NT Server 4.0 SP6a
         - Microsoft SQL Server 7.0 with SP2
         - Microsoft TCP/IP Stack
         - UNIX ESQL/C Compiler for selected UNIX platform
         - Sybase Open Client NetLibrary for the selected TCP/IP stack 11.1.1
         - SUN Solaris 2.6 OS


                                       38
<PAGE>

                           ATTACHMENT 1 TO SCHEDULE 1

                              TERMS AND CONDITIONS

                                     BANCTEC

1.       Each BancTec Software Package listed in Schedule 1 ("Program") which is
identified as "Multi-User Program" is licensed for installation on a single
network server computer which is supplied by BancTec, PFPC, or a third party,
and which is electronically linked with one or more workstations having access
to the Program. If Schedule 1 designates a maximum number of users authorized to
simultaneously access the Multi-User Program, no access will be permitted in
excess of such maximum number. In all other cases, Multi-User Program is
authorized to be accessed by all workstations which are configured to
communicate with that network server computer.

2.       Each Program listed in Schedule 1 identified as "Single-User Software"
is licensed for installation and use on a single computer.

3.       Each Program listed in Schedule 1 identified as an "Unlimited-User
Program" is licensed for use by the Fund after ordering a copy of the Program.
Once ordered, the Fund may make unlimited copies of such Programs at no
additional charge.

4.       Each Program listed in Schedule 1 identified as a "Device Program" is
licensed for use solely to facilitate the operation of the corresponding
equipment device.

5.       Each Program listed in Schedule 1 identified as a "Development-User
Program" is licensed for installation and use on a single computer for
development and testing purposes. The license for Development-User Programs also
includes a license for production use on a single computer.

6.       Each Program listed in Schedule 1 identified as a "Production-User
Program" consists of necessary runtime modules and associated link libraries for
inclusion with custom software applications. Production-User Programs are not
licensed for use in the development of custom software applications and may be
either Multi-User or Single-User Programs.

7.       Only a nontransferable, nonexclusive, perpetual license to use the
Programs and related BancTec documentation for its own internal use (including,
without limitation, providing processing services to third parties in a service
bureau or facilities management environment) is granted to the Fund.

8.       BancTec or its vendors retain all title to the Programs, and all copies
thereof, and no title to the Programs, or any intellectual property in the
Programs, is being transferred; provided, however, nothing contained herein
shall give BancTec or its vendors any right, title or interest in the Software.


                                       39
<PAGE>

9.       The Programs shall not be copied, except as specifically authorized
under an Schedule to this Agreement and except for backup or archival purposes.
All such copies shall contain all copyright and other proprietary notices or
legends of BancTec or its vendors contained in the Programs delivered under this
Agreement.

10.      The Programs shall not be modified, reverse assembled or decompiled by
the Fund. No attempt shall be made by the Fund to derive source code from the
Programs.

11.      The Programs will not be shipped or used by PFPC or the Fund to Africa
or the Middle East. All applicable export and re-export restrictions and
regulations of the U.S. Department of Commerce or other U.S. agency or authority
shall be complied with. The Programs shall not be transferred to a prohibited
country or otherwise in violation of any such restrictions or regulations.

12.      Each Program is copyrighted and contains proprietary and confidential
trade secret information of BancTec and its vendors. Each sublicensee of the
Programs shall protect the confidentiality of the Programs with at least the
same standard of care used to protect the Fund's own similar confidential
information.

13.      BancTec and its vendors are each a direct and intended beneficiary of
the sublicenses granted for the Programs and may enforce such sublicenses
directly against sublicensees of the Programs.

14.      Neither BancTec nor its vendors shall be liable to the Fund for any
general, special, direct, indirect, consequential, incidental, or other damages
arising out of the sublicense of the Programs.

15.      The license granted to the Fund of the Programs may be terminated,
either immediately or after a notice period not exceeding thirty (30) days, upon
violation by the Fund of any of the terms or conditions of Exhibit C to the
Agreement which set forth the non-use and/or nondisclosure obligations of the
Fund, as such provision relates to the use of the Program, including but not
limited to the terms included in Attachment 1 to Schedule 1.

16.      Upon termination of the license grant to the Fund to use the Program or
the Agreement, the Fund shall return all copies of the Programs to PFPC.


                                       40
<PAGE>

                             SCHEDULE 2 OF EXHIBIT C

                          MAINTENANCE AND SUPPORT TERMS

These terms are based on an IMPRESSPlus(R) User network environment of up to 39
Users and the associated server(s), as described in Schedule 1 of Exhibit C to
the Agreement.

1.       Software Support. PFPC shall provide the following Software support
services ("Software Support"):

1.1      PFPC shall provide the Fund with full System Administration Guide(s)
for Software.

1.2      PFPC will have a Response Center (help desk) to provide support
services 24 hours a day, 7 days a week, 365 days a year, to designated client
contacts.

1.3      PFPC shall use commercially reasonable efforts to resolve all Software
(excluding Directly Obtained Third Party Software products) failures through:
remote support to the Fund's information systems staff (the "Company's Staff"),
coordination of Third Party Vendor support (on-site or remotely), coordination
of other subcontractors' actions, or direct on-site support by PFPC personnel.

1.4      PFPC shall investigate errors in the Software reported by the Fund
which prevent substantial compliance with the then current Documentation and
initiate the corrective action to correct each such error, including but not
limited to temporary fixes, patches and corrective releases to PFPC's clients
generally. Notwithstanding the foregoing, to the extent reported errors result
from or arise solely out of (i) malfunctions of equipment other than the
Equipment, (ii) improper use or misuse of the system by the Fund, (iii)
modifications or changes made to the system without PFPC's prior written
approval, (iv) causes beyond the reasonable control of each party, or (v) user
developed features such as those users may develop with form generators, ad hoc
report writers and user customized screens, PFPC shall have no responsibility
for investigating the error or making the correction, except as the parties may
otherwise agree to in writing. The Fund shall pay PFPC's then current time and
materials charges plus travel and out-of-pocket expenses incurred in
investigating and attempting to correct any errors for which the parties
determine PFPC is not responsible.

1.5      PFPC shall from time to time provide bug fixes, error corrections,
maintenance, enhancements, upgrades and updates to the Software which are
generally made available by PFPC to its customers as part of Software Support
("Updates"). The Updates will be provided at no additional charge to the Fund if
the updates are supplied to the Fund using PFPC's standard update facility. All
Updates and other corrections provided to the Fund hereunder will be deemed to
be Software once provided to the Fund. PFPC installation assistance for the new
Updates may be required and, is billable to the Fund as an Additional Service.
During the term of the Agreement, PFPC will use reasonable efforts to provide
the Fund with not less than thirty (30) days prior written notice of PFPC's
intent issue a new update of Software. The Fund shall


                                       41
<PAGE>

implement an Update within ninety (90) days of receipt. Any support by PFPC of
any prior release of the Software after such ninety (90) day period shall be at
PFPC's sole discretion and as an Additional Service.

1.6      Any Software Support in connection with any modification to the
Software provided by PFPC to the Fund which contains any substantial added
functionality (including any significant new interface features) which is not an
Update and is designated by PFPC as outside of the scope of the Software for
which Software Support is provided herein as determined solely by PFPC, or any
new architecture or any significant modification of the Software which contains
any substantial added or different functionality and is not an Update, whether
or not such new functionality is coupled with any change in software
architecture or hardware platform ("New Products"), shall be provided for an
additional fee at PFPC's then current rates. New Products shall be provided and
licensed to the Fund as an Additional Service.

1.7      PFPC may decline to support the Software if the Software or Equipment
was added to or changed without PFPC's prior approval.

1.8      The support obligations of PFPC as set forth above are related solely
to support of the Software and PFPC Provided Third Party Software. Any support
requested by the Fund which is not related to the Software or PFPC Provided
Third Party Software shall be billed at PFPC's then current rates.

2.       Company Maintenance and Support Responsibilities. The Fund's facility
will have all of the required security, space, electrical power source,
communications lines, heating, ventilation and cooling, and other physical
requirements reasonably necessary for the installation and proper operation of
the Equipment. The Fund's users will first direct all questions and problems to
the Company's Staff for proper call tracking and problem resolution. The
Company's Staff will coordinate all facility issues at the site and will serve
as primary contact for PFPC when planning installs, upgrades and other equipment
changes. All facility requirements will be provided by PFPC to the Fund. The
Company's Staff shall:

2.1.     Identify designated contacts, one for Operations and one technical
systems administrator, to function as single points of contact for discussion,
review and resolution of problems with PFPC.

2.2.     Perform initial problem determination and symptom documentation.

2.3.     Be responsible for all system hardware and software and network
hardware components and shrink-wrap software which are located at Fund's site,
including but not limited to all Directly Obtained Third Party Software from a
maintenance, support and problem resolution standpoint.

2.4.     Provide data back-up and recovery, perform reasonable maintenance in
accordance with general industry practice, and perform server administration
tasks as described in the Systems Administration Guide(s) and Third Party
Software documentation.


                                       42
<PAGE>

2.5.     Maintain all network and trouble-log documentation reasonably required
by PFPC or by third-party vendors with respect to errors that the Fund
experiences, as necessary for PFPC to perform its obligations hereunder. PFPC
shall be allowed to review such documentation if necessary to resolve support
issues.

2.6.     Be available during normal business hours and reachable for support 24
hours a day, 7 days a week, as required. The Fund shall maintain the appropriate
staff level to adequately perform the maintenance support functions specified.
This staff should have experience in network administration, troubleshooting,
Microsoft Windows, workstation memory management, and UNIX and NT systems
administration.

2.7.     Consult with PFPC before performing any work that it believes may
affect the operation of the Software or performance of the System, including
installation, upgrading, or unplanned maintenance affecting Equipment.


                                       43