Exhibit (h)(3)
SECOND AMENDMENT TO THE TRANSFER AGENCY SERVICES AGREEMENT
This Second Amendment to the Transfer Agency Services Agreement (the
"Amendment") is made as of March 1, 2009 by and among PNC GLOBAL INVESTMENT
SERVICING (U.S.) Inc. ("PNC"), ALLEGIANT ADVANTAGE FUND and ALLEGIANT FUNDS
(each a "Fund," and together, the "Funds").
BACKGROUND
A. The Funds and PNC (formerly, PFPC Inc.), are parties to a Transfer Agency
Services Agreement dated as of June 10, 2006, as amended (the "Agreement"),
whereby the Funds appointed PNC to serve as transfer agent, registrar,
dividend disbursing agent and shareholder servicing agent to the Funds.
B. The parties desire to reflect the current name of PNC.
C. The parties desire to amend the Agreement to include services currently
being performed by PNC but not previously set forth in the Agreement.
D. This Background section is incorporated by reference into and made a part
of this Amendment.
TERMS
In consideration of the premises and mutual covenants herein contained, and
intending to be legally bound hereby, the parties hereto agree to amend the
Agreement as follows:
1. All references in the Agreement to "PFPC" shall be deemed to refer to "PNC
Global Investment Servicing (U.S.) Inc."
2. The following provisions are added to the Description of Services outlined
in Section 14(a):
"(xvi) Teleservicing Activities; and"
"(xvii) Data Cleansing Support Services."
3. The following provisions are added as Section 14(m):
"(m) TELESERVICING. PNC shall provide to each Fund the following call
center services:
(i) Take inbound calls;
(ii) Provide answers to brokers or prospective shareholders;
(iii) Enter fulfillment orders on a daily basis to selected
fulfillment partner;
(iv) Provide answers to outstanding questions; and
(v) Provide call reports, as agreed by the parties, on a monthly
basis."
4. The following provisions are added as Section 14(n):
"(n) DATA CLEANING SUPPORT SERVICES. PNC shall provide to each Fund the
following services in connection with each Fund's use of certain ACS
products and services:
(i) Access and review the ACS failed trade report and use good faith
efforts to resolve the failed trade information by correcting
and/or supplying missing data;
(ii) Retransmit updated daily trade transmission to ACS daily by
10:00 a.m. (eastern time)(The parties acknowledge that not all
failed trades may be corrected by the 10:00 cut-off time); and
(iii) Setup, delete and maintain dealer/branch/rep files within the
ACS application when necessary.
5. Miscellaneous.
a. Capitalized terms not defined in this Second Amendment shall have the
respective meanings set forth in the Agreement.
b. Except as specifically amended herein, and except as necessary to
conform to the intention of the parties hereinabove set forth, the
Agreement shall remain unaltered and in full force and effect and is
hereby ratified and confirmed.
c. The Agreement as amended and supplemented hereby constitutes the
complete understanding and agreement of the parties with respect to
the subject matter hereof and supersedes all prior communications with
respect thereto.
d. This Second Amendment 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.
e. This Second Amendment shall be deemed to be a contract made in
Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have set their hands by their duly
authorized representatives as of the year and date first above indicated.
ALLEGIANT FUNDS PNC GLOBAL INVESTMENT
SERVICING (U.S.) INC.
By: /s/ Xxxxxxxx X. Xxxx By: /s/ Xxxxxxx XxXxxxxx
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Name: Xxxxxxxx X. Xxxx Name: Xxxxxxx XxXxxxxx
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Title: Chief Administrative Officer Title: EVP, Sr. Managing Director
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Date: 5/11/09 Date: 4/29/09
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ALLEGIANT ADVANTAGE FUND
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: Treasurer
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Date: 5/11/09
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