AMENDMENT NO. 3
TO
PIC INVESTMENT TRUST ADMINISTRATION AGREEMENT
This Amendment No. 3 (the "Amendment"), dated this 31st day of March, 1999,
to the PIC Investment Trust Administration Agreement, as amended (the
"Agreement"), dated June 11, 1992, by and between PIC INVESTMENT TRUST, a trust
organized under the laws of the State of Delaware (the "Trust"), and INVESTMENT
COMPANY ADMINISTRATION, LLC, an Arizona limited liability company (the
"Administrator"). Capitalized terms used herein and not otherwise defined, shall
have the meanings ascribed to them in the Agreement.
WHEREAS, the Administrator provides certain services to the Trust, as more
fully described in the Agreement; and
WHEREAS, the Trust has organized additional series, and the parties hereto
desire to amend the Agreement so that the Agreement shall apply to all series of
the Trust.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. Paragraph 1 is amended in its entirety to read as follows:
"The Trust, on behalf of each fund listed on Appendix A attached
hereto (the "Funds"), as such Appendix A may be amended from time to
time, hereby appoints the Administrator to provide certain
administrative services to the Trust, subject to the overall
supervision of the Board of Trustees of the Trust for the period and
on the terms set forth in this Agreement. Whenever this Agreement
refers to services to be performed for, or the rights of, the Trust,
such reference shall be deemed to include each Fund. The Administrator
hereby accepts such appointment and agrees during such period to
render the services herein described and to assume the obligations set
forth herein, for the compensation herein provided."
2. Paragraph 4 is amended in its entirety to read as follows:
"The Trust agrees to pay the Administrator and the Administrator
agrees to accept as full compensation for all services rendered by the
Administrator as such, an annual fee with respect to each Fund in the
amount set forth in Appendix A opposite such Fund's name."
3. Appendix A, which is attached hereto as such, is hereby added, in its
entirety, as Appendix A to the Agreement.
4. Except as herein modified, all of the terms, conditions and provisions
of the Agreement as modified by this Amendment shall remain unmodified and in
full force and effect.
5. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have affixed their signatures
signifying their adoption of this Amendment.
PIC INVESTMENT TRUST
By: /s/ Xxxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxxx X. Xxxxx
Title: President
INVESTMENT COMPANY ADMINISTRATION LLC
By: /s/Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
