Second Addendum to Transfer Agency and Services Agreement Dated

Exhibit 99.(h)(3)

Exhibit (h) (3) Second Addendum to Transfer Agency and Services Agreement

Second Addendum to Transfer Agency and Services Agreement Dated

December 12, 2005

By and Among

ALPS Fund Services, Inc.

and

Financial & Investment Management Group, Ltd.

and

Utopia Funds

THIS ADDENDUM is made as of April 9, 2007, by and among ALPS Fund Services, Inc. (“ALPS”), Financial & Investment Management Group, Ltd. (the “Advisor”) and Utopia Funds (the “Fund”).

WHEREAS, ALPS, the Advisor and the Fund have entered into a Transfer Agency and Services Agreement (the “Agreement”) dated December 12, 2005;

WHEREAS, effective April 9, 2007, ALPS will move to 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.

WHEREAS, in light of the foregoing, ALPS and the Trust wish to modify the provisions of the Agreement to reflect ALPS’ new address.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. ALPS’ Address.  All references to ALPS’ address as 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 within the Agreement shall be replaced with references to 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.

2. Remainder of the Agreement.  All other provisions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, this Addendum has been executed by a duly authorized representative of each of the parties hereto as of the date of the Addendum first set forth above.

ALPS Fund Services, Inc.					Financial & Investment Management
					Group, Ltd
By:	/s/ Xxxxxx X. May				By:	/s/ Xxxx Xxxxxxxxxx
Name:		Xxxxxx X. May			Name:		Xxxx Xxxxxxxxxx
Title:		Managing Director			Title:		President
					Utopia Funds
					By:	/s/ Xxx Xxxxxxxxx
					Name:		Xxx Xxxxxxxxx
					Title:		Treasurer