Amendment to Investment Management Agreement between JP Morgan Fleming Asset Management and State Street Bank & Trust Co.

Summary

This amendment updates the Investment Management Agreement between JP Morgan Fleming Asset Management (London) Limited and State Street Bank & Trust Co., acting for the American Bar Retirement Association. It allows JP Morgan Fleming to outsource certain administrative and accounting services to The Bank of New York, while maintaining responsibility for core advisory obligations. The amendment ensures that confidential information is only shared as needed for delegated services and that JP Morgan Fleming remains liable for its duties under the agreement. Both parties have agreed to these changes as of October 2004.

EX-10.3 2 efc4-1990_exh103.txt Exhibit 10.3 [JP Morgan Fleming Letterhead] James Sapsford Client Account Advisor 21st October 2004 Beth Halberstadt American Bar Retirement Association 3 Batterymarch Park Quincy, MA 02169-7422 United States Amendments to Investment Management Agreement - American Bar Retirement Association I refer to the Investment Management Agreement dated 1st April 2003 between J.P. Morgan Fleming Asset Management (London) Limited and State Street Bank & Trust Co. Outsourcing The following language is hereby added to Section 21 of the above referenced Agreement: "In addition, the Advisor may employ The Bank of New York to perform any accounting, administrative, reporting and ancillary services required to enable the Advisor to perform its functions under this Agreement but not to perform any obligations of the Advisor contained in Sections 4(a), 4(b), 4(c), 4(f), 4(g) or 4(h) of this Agreement. The core functions to be outsourced to the Bank of New York may include (but are not limited to): Accounting Income Processing Cash Reconciliations Trade Operations (Settlements, Failed Trade Investigations etc.) Custodian Relationships Corporate Actions Monthly Valuation Reporting Any delegation made under this section 21 shall not affect the Advisor's liability to the State Street under this Agreement nor shall the Advisor be released from any of its obligations under this Agreement by reason of the Advisor so employing The Bank of New York. Notwithstanding any other provision of the Agreement, the Advisor may only provide information about the State Street to any such third party if the respective information is required for the performance of the delegated services and functions. The Advisor will act in good faith and with due diligence in the selection, use and monitoring of third parties. The Advisor especially ensures that the confidentiality requirements as agreed within the Agreement are adhered to by such third parties." We will be grateful if you can please indicate your approval of the above by signing below: /s/ Sharon Gray - --------------------------------------------- JP Morgan Fleming Asset Management (London) Limited Vice President Chief Account Management Signed and agreed: /s/ Beth Halberstadt - -------------------------------------------------- State Street Bank & Trust Co. Name: Beth Hallberstadt Title: Vice President Date: October 26, 2004 Please arrange to execute the above document and return one copy to my attention at your earliest convenience.