FIRST AMENDMENT TO THE
ADMINISTRATION AGREEMENT
BETWEEN STONEBRIDGE FUNDS TRUST
AND ALPS MUTUAL FUNDS SERVICES, INC.
THIS AMENDMENT is made and entered into as of December 7, 2001, between
Stonebridge Funds Trust, a Delaware business trust having its principal office
and place of business at 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000
(the "Trust"), and ALPS Mutual Funds Services, Inc., a Colorado Corporation
having its principal place of business at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxx 00000 ("ALPS").
WHEREAS, the Trust and ALPS have entered into an Administration Agreement (the
"Agreement") dated as of November 2, 1998 with respect to Stonebridge Growth and
Stonebridge Aggressive Growth Fund, each a series of the Trust;
WHEREAS, the Trust and State Street Bank and Trust Company (the "Transfer Agent"
or "State Street") have entered into a Transfer Agency Agreement dated as of
December 7, 2001 (the "TA Agreement"); and
WHEREAS, the Trust and ALPS desire to amend the Agreement to set forth ALPS'
responsibility with respect to the Trust's Transfer Agent.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto agree to amend the Agreement as follows:
1. ALPS' RESPONSIBILITIES. ALPS, to the best of its ability, agrees to
assist the Trust in its evaluation of the performance of the Transfer
Agent. ALPS, to the best of its ability, further agrees to assist the
Trust with issues that may arise with respect to the Transfer Agent.
2. LIMITATION OF LIABILITY. ALPS shall not be responsible for the
day-to-day oversight or management of the Transfer Agent's performance
under the TA Agreement. Furthermore, ALPS shall not be responsible for
the Transfer Agent's failure to carry out its duties and
responsibilities under the TA Agreement.
3. NO OTHER MODIFICATION. The parties hereto agree that Sections 1 and 2
above shall be additional provisions under the Agreement, and shall
constitute the only modification to the Agreement. No other change or
modification shall be made to the Agreement and all provisions of the
Agreement shall remain in full force and effect.
4. ATTACHED TO THE AGREEMENT. The parties hereto agree that this Amendment
shall be attached to and made a part of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ALPS MUTUAL FUNDS SERVICES, INC.
By: _______________________________
Name: Xxxxxx Xxxxx
Title: President
STONEBRIDGE FUNDS TRUST
By: _______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman and President
