Ex99.B5e
THIRD AMENDMENT TO
MANAGEMENT AND TRANSFER AGENT AGREEMENT
This Third Amendment to Management and Transfer Agent Agreement is made
as of December 18, 1996 between PC&J Service Corp.(formerly PDC&J Service
Corp.) and PC&J Performance Fund (formerly PDC&J Performance Fund).
WITNESSETH:
WHEREAS, the parties set forth above entered into a Management and
Transfer Agent Agreement dated December 22, 1983 (the "Management
Agreement"); and
WHEREAS, PDC&J Service Corp. has changed its name to PC&J Service Corp.;
and
WHEREAS, PDC&J Performance Fund has changed its name to PC&J Performance
Fund; and
WHEREAS, the parties desire to amend the Management Agreement in certain
respects.
NOW, THEREFORE, in consideration of the mutual representations,
warranties and agreements contained herein, the parties do hereby agree as
follows:
1. Section 4 of the Agreement is hereby amended to read as follows:
"For all of the services to be rendered and payments made as
provided in this Agreement, the Fund will pay you as of the last day of each
month a fee, accrued daily, equal to the annual rate of .50% of the daily net
asset value of the Fund."
2. In all other respects, the Management Agreement is ratified and
affirmed as originally written.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed as of the day and year first above written.
ATTEST: PC&J PERFORMANCE FUND
/S/ XXXXX X. XXXXXXX By: /S/ XXXXXX X. XXXXXX III
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Xxxxx X. Xxxxxxx, Secretary Xxxxxx X. Xxxxxx III, President
ACCEPTANCE
The foregoing Amendment is hereby accepted.
ATTEST: PC&J SERVICE CORP.
/S/ XXXXX X. XXXXXXX By: /S/ XXXXXX X. XXXXXX III
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Xxxxx X. Xxxxxxx, Secretary Xxxxxx X. Xxxxxx III, President
