EXHIBIT 99(H)(8)
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
This Amendment, made as of June 13, 2005 (the "Amendment"), amends
the Sub-Administration Agreement dated as of July 1, 2002 (the "Sub-Admin
Agreement") between Signal Capital Management ("Signal"), and BISYS Fund
Services Ohio, Inc. ("BISYS").
WHEREAS, pursuant to an Administration Agreement (the "Admin
Agreement") between BISYS (as successor to one of its affiliates) and The
Coventry Group (the "Trust"), BISYS performs administration services for each
series of the Trust managed by Signal (the "Funds"); and
WHEREAS, pursuant to the Sub-Admin Agreement, Signal assists BISYS
in performing certain administration services for the Funds; and
WHEREAS, the parties desire that Signal continue to assist with
certain administration services for the Funds, but that the Sub-Admin Agreement
be directly between Signal and the Trust, and that BISYS be removed as a party
to the Sub-Admin Agreement.
NOW THEREFORE, Signal, BISYS and the Trust, in exchange for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
all parties, agree as follows:
1. Replacement of BISYS.
Effective as of July 1, 2005: (a) The Trust will replace
BISYS as a party to the Sub-Admin Agreement, and will
assume all of BISYS' rights and obligations under the
Sub-Admin Agreement; (b) BISYS will have no further
rights or obligations under the Sub-Admin Agreement; (c)
the term "BISYS" as used in the Sub-Admin Agreement is
changed to "the Trust" and will refer to the Trust; and
(d) all provisions of the Sub-Admin Agreement that refer
to the "Trust" and/or the "Administrator" are deemed
amended or deleted, as applicable, to give effect to the
intent of this paragraph.
2. Schedule A
Schedule A to the Sub-Admin Agreement is re-titled as
follows:
"Schedule A
To the Sub-Administration Agreement between
The Coventry Group and Signal Capital Management
Services"
3. Miscellaneous.
(a) Capitalized terms used but not defined in this
Amendment have the respective meanings ascribed to them
in the Sub-Admin Agreement.
(b) This Amendment supersedes all prior negotiations,
understandings and agreements with respect to the
subject matter covered in this Amendment, whether
written or oral.
(c) Except as expressly set forth in this Amendment, the
Sub-Admin Agreement remains unchanged and in full force
and effect.
(d) This Amendment may be executed in counterparts, each
of which shall be an original but all of which, taken
together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, a duly authorized officer of each party has
signed this Amendment as of the date set forth above.
Signal Capital Management
By:
---------------------------
Name:
Title:
BISYS Fund Services Ohio, Inc.
By:
---------------------------
Name:
Title:
The Coventry Group
By:
---------------------------
Name:
Title:
2
