Exhibit 23(h)(1)(b)
AMENDMENT TO
ADMINISTRATION AGREEMENT
This Amendment is made as of January 1, 2005, between XXXXXX XXXXXXXXX
TRUST (the "Trust"), BISYS FUND SERVICES, L.P. ("BISYS LP") and BISYS Fund
Services Ohio, Inc. ("BISYS Ohio"). The parties hereby amend the Administration
Agreement between the Trust and BISYS LP dated as of January 1, 2003 (the
"Agreement"), as set forth below.
WHEREAS, the parties hereto wish to extend the Agreement, and
WHEREAS, the parties desire that BISYS OHIO (an affiliate of BISYS LP)
replace BISYS LP as administrator, and in that capacity perform the
administration services for the Funds that are currently being performed by
BISYS LP.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. Section 5 of the Agreement, entitled "Term", shall be amended by
replacing the first paragraph of the Section with the following:
This Agreement shall continue in effect until December 31, 2005
(the "Initial Term"). In addition, this Agreement may be
terminated prior to the end of the Initial Term by mutual
agreement of the parties or immediately for "cause", as defined
below.
3. The remaining provisions of Section 5 shall be construed as if set
forth at length in this Amendment as applicable to the "Initial Term"
as defined in this Amendment.
4. Each reference to the Omnibus Fee Agreement (in Section 4 or
otherwise) in the Agreement shall be construed as referencing the new
Omnibus Fee Agreement, dated January 1, 2005, between the Trust and
BISYS OHIO.
5. All of the rights, obligations and liabilities of BISYS LP under the
Agreement are assigned to and assumed by BISYS OHIO. The Trust hereby
consents to such assignment.
6. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same
instrument.
7. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
THE XXXXXX XXXXXXXXX TRUST
By: ________________________
Title:______________________
BISYS FUND SERVICES LP
BY: BISYS FUND SERVICES, INC., ITS GENERAL PARTNER
By: ________________________
Title:______________________
BISYS FUND SERVICES OHIO, INC.
By: ________________________
Title:______________________
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