AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
between
PBHG FUNDS
and
OLD MUTUAL FUND SERVICES
This Amendment Agreement ("Amendment") is made this 1st day of
October, 2004, by and between PBHG FUNDS (the "Company"), and Old Mutual Fund
Services ("OMFS"), formerly known as PBHG Fund Services.
WITNESSETH
In consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Amendment to Agreement. The Company and OMFS agree to amend
the Administrative Services Agreement between the Company and OMFS dated as of
January 25, 2001, as amended (the "Agreement"), for the sole purpose of revising
the fees payable under such Agreement, as follows:
Section 3.1 of the Agreement shall be deleted in its entirety
and replaced with the following:
"Section 3.1. COMPENSATION RATE. As compensation for all services
rendered, facilities provided, and expenses paid and any expense waived
or assumed and reimbursed by the Administrator, the Company shall pay
the Administrator a fee per Fund at the annual rate of 0.1227% of the
average daily net assets of each Fund and, notwithstanding any other
provision of this Agreement, this Section 3.1 shall not be amended to
increase such annual fee rate prior to October 1, 2009."
2. Effect of Amendment. Except as hereinabove modified and
amended, the Agreement will remain unaltered and in full force and effect and is
hereby ratified and confirmed in all respects as amended by this Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed in duplicate on the day and year first above written.
PBHG FUNDS OLD MUTUAL FUND SERVICES
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President Title: CFO
