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Exhibit 5(d)
AMENDMENT TO
ADMINISTRATION AGREEMENT
This Amendment is made as of October 1, 1998, between Performance Funds
Trust (the "Trust"), BISYS Fund Services Limited Partnership d/b/a BISYS Fund
Services and BISYS Fund Services, Ohio, Inc. The parties hereby amend the
Administration Agreement (the "Agreement") between the Trust and BISYS Fund
Services Limited Partnership d/b/a BISYS Fund Services, dated as of October 1,
1996, as set forth below.
WHEREAS, the parties hereto wish to substitute BISYS Fund Services
Ohio, Inc. for BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services
as the Administrator under the Agreement;
WHEREAS, the parties hereto wish to modify the portion of Schedule A to
the Agreement entitled "Portfolios";
WHEREAS, the parties hereto wish to modify the portion of Schedule A to
the Agreement entitled "Fees"; and
WHEREAS, the parties hereto wish to modify the portion of Schedule A to
the Agreement entitled "Term".
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. BISYS Fund Services Ohio, Inc. (the "Administrator") shall replace
BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services
as the Administrator under the Agreement.
3. Schedule A to the Agreement shall be amended by replacing the
second sentence of the section entitled "Portfolios" with the
following:
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The current Portfolios of the Trust are set forth below:
The Short Term Government Income Fund;
The Intermediate Term Government Income Fund;
The Large Cap Equity Fund;
The Money Market Fund;
The Mid Cap Growth Fund; and
The Small Cap Fund.
4. Schedule A to the Agreement shall be amended by replacing the
first paragraph of the section entitled "Fees" with the following:
Fees: Pursuant to Article 4, in consideration of services
rendered and expenses assumed pursuant to this
Agreement, the Trust will pay the Administrator on
the first business day of each month, or at such
time(s) as the Administrator shall request and the
parties hereto shall agree, a fee computed daily at
the annual rate of:
Fifteen one-hundredths of one percent (.15%)
of the Trust's average daily net assets.
5. Schedule A to the Agreement shall be amended by replacing the
section entitled "Term" with the following:
The initial term of this Agreement (the "Initial Term") shall
be for a period commencing on the date this Agreement is
executed by both parties and ending on September 30, 2003.
Thereafter, this Agreement shall be renewed automatically for
successive one-year terms unless written notice not to renew
is given by the non-renewing party to the other party at least
60 days prior to the expiration of the then-current term;
provided, however, that after such termination for so long as
the Administrator, with the written consent of the Trust, in
fact continues to perform any one or more of the services
contemplated by this Agreement or any schedule or exhibit
hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall
continue in full force and effect. Compensation due the
Administrator and unpaid by the Trust upon such termination
shall be immediately due and payable upon and notwithstanding
such termination. The Administrator shall be entitled to
collect from the Trust, in addition to the compensation and
costs provided in Schedule A and Articles 3 and 4 hereof, the
amount of all of the Administrator's costs for services in
connection with the Administrator's activities in effecting
such termination,
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including without limitation, the delivery to the Trust and/or
its designees of the Trust's property, records, instruments
and documents, or any copies thereof. Subsequent to such
termination, in exchange for payment of its costs, the
Administrator will provide the Trust with reasonable access to
any Trust documents or records remaining in its possession.
In the event of a material breach of this Agreement by either
party, the non-breaching party shall notify the breaching
party in writing of such breach and upon receipt of such
notice, the breaching party shall have 45 days to remedy the
breach. In the event the breach is not remedied within such
time period, the nonbreaching party may immediately terminate
this Agreement.
In the event that the Administrator or its direct or indirect
parent, directly or indirectly merges with, or sells
substantially all of its assets to, another entity (a "Change
of Control"), the Trust shall have an option to terminate this
Agreement, subject to the liquidated damages provisions set
forth below, upon the provision of 60 days written notice to
the Administrator. Such option shall expire on the 60th day
following the effective date of the Change of Control.
If, for any reason, other than (i) non-renewal or (ii)
termination based upon a material breach of this Agreement,
the Administrator is replaced by the Trust as the
Administrator, or if a third party is added by the Trust to
perform all or a part of the services provided by the
Administrator under this Agreement (excluding any
sub-administrator appointed by the Administrator as provided
in Article 2 hereof), then the Trust shall make a one-time
cash payment, as liquidated damages, to the Administrator
equal to the balance due the Administrator for the remainder
of the term of this Agreement, assuming for purposes of
calculation of the payment that the asset level of the Trust
on the date the Administrator is replaced, or a third party is
added, will remain constant for the balance of the contract
term.
In the event the Trust is merged into another legal entity in
part or in whole pursuant to any form of business
reorganization or is liquidated in part or in whole prior to
the expiration of the then-current term of this Agreement, the
parties acknowledge and agree that (i) the liquidated damages
provision set forth above shall be applicable in those
instances in which the Administrator is not retained to
provide administration services and (ii) for purposes of
calculating the payment amount representing liquidated
damages, the appropriate asset level of the Trust shall be the
greater of: (i) the asset level
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calculated for the Trust at the time the Trust's Board of
Directors receives notification of an intention on the part of
Fund management to effect such a business reorganization or
liquidation; (ii) the asset level calculated for the Trust at
the time the Trust's Board of Directors formally approves such
a business reorganization or liquidation; or (iii) the asset
level calculated for the Trust on the day prior to the first
day during which assets are transferred by the Trust pursuant
to the plan of reorganization or liquidation. The one-time
cash payment referenced above shall be due and payable on the
day prior to the first day during which assets are transferred
pursuant to the plan of reorganization or liquidation.
The parties further acknowledge and agree that, in the event
the Administrator ceases to be retained, as set forth above,
(i) a determination of actual damages incurred by the
Administrator would be extremely difficult, and (ii) the
liquidated damages provision contained herein is intended to
adequately compensate the Administrator damages incurred and
is not intended to constitute any form of penalty.
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.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
PERFORMANCE FUNDS TRUST
By: __________________________________
Title:________________________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: __________________________________
Title:________________________________
BISYS FUND SERVICES OHIO, INC.
By: __________________________________
Title:________________________________
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