EXHIBIT (h)(5)
AMENDMENT NO. 1
TO
SERVICES AGREEMENT
This Amendment is made as of September , 2002, between GARTMORE SA
CAPITAL TRUST (the "Company"), a Delaware business trust having its principal
place of business at 0000 Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and
BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its
principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the parties entered into a Services Agreement dated November
1, 2001 (the "Agreement"), which covers, among other things, the administration,
fund accounting and transfer agency services which BISYS provides as "Fund
Services" to the Company;
WHEREAS, Market Street Fund, a Delaware business trust (the "Market
Street Funds Trust") and BISYS entered into a Service Agreement dated [April
1?], 2001 (the "Market Street Agreement"), which covers Fund Services to the
Market Street Funds.
WHEREAS, BISYS provides Fund Services with respect to certain entities
registered as investment companies under the 1940 Act and defined as the
"Trusts" under the Agreement;
WHEREAS, the parties hereto wish to include the Market Street
FundMarket Street Funds Trust, as an additional Trust under the Agreement, which
includes the series portfolios set forth on Schedule A, attached hereto.
NOW THEREFORE, in consideration of the foregoing and the mutual
premises and covenants herein set forth, the parties agree as follows:
1. Unless the context otherwise requires, all capitalized terms
used herein and not otherwise defined herein shall have the
same meaning as in the Agreement.
2. This Amendment No. 1 is effective as of October 1, 2002 (the
"Effective Date").
3. The Agreement is hereby amended as of the Effective Date by
adding the Market Street Funds Trust as an additional "Trust"
under the Agreement and by adding the Market Street Funds set
forth on Schedule A attached hereto as "Funds" under the
Agreement.
4. The Market Street Agreement is hereby terminated as of the
Effective Date. All rights of compensation and reimbursement
under the Market Street Agreement for services performed and
expenses incurred as of the Effective Date shall survive the
termination of such Agreement.
5. BISYS shall provide Fund Services to the Market Street Funds
Trust in accordance with the Agreement.
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6. Article 2, Part G of the Agreement and Schedule H shall not
apply to the Fund Services BISYS will render with respect to
the Market Street Funds Trust.
7. Schedule A to the Agreement shall be deemed amended to add and
incorporate the provisions of Schedule A to this Amendment.
Except as specifically set forth in this Amendment all
provisions of the Agreement and schedules thereto remain in
full force and effect.
8. This Amendment may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but
one and the same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
GARTMORE SA CAPITAL TRUST
By: ________________________________
Title: _____________________________
BISYS FUND SERVICES OHIO, INC.
By: ________________________________
Title: _____________________________
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SCHEDULE A
TO
AMENDMENT NO. 1 DATED SEPTEMBER , 2002
TO THE SERVICES AGREEMENT
BETWEEN
GARTMORE SA CAPITAL TRUST
AND
BISYS FUND SERVICES OHIO, INC.
FUNDS: This Agreement shall apply to all Funds of the Market Street Funds
Trust, either now existing or hereafter created (individually, a
"Fund", and collectively, the "Funds"). The current Funds are set forth
below:
All Pro Broad Equity Portfolio
All Pro Large Cap Growth Portfolio
All Pro Large Cap Value Portfolio
All Pro Small Cap Growth Portfolio
All Pro Small Cap Value Portfolio
Equity 500 Index Portfolio
International Portfolio
Mid Cap Growth Portfolio
Balanced Portfolio
Bond Portfolio
Money Market Portfolio
FEES: Pursuant to Article 6 of the Agreement, paragraph (a)(i), in
consideration of the Fund Services rendered by BISYS pursuant to this
Amendment to the Agreement, the Company will pay BISYS on the first
business day of each month, a fee at the annual rate of 0.034% (3.4
basis points) of the aggregate average daily net assets of all Funds of
the Market Street Funds Trust.
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