AMENDMENT TO ADMINISTRATION AGREEMENT
Exhibit 23(h)(3)
AMENDMENT TO
ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT
AMENDMENT
made as of the
16th day of November , 2007, between PERFORMANCE FUNDS TRUST, a
Delaware trust (the “Trust”), and CITI FUND SERVICES OHIO, INC., an Ohio corporation, formerly
known as BISYS Fund Services Ohio, Inc. (“Citi”), to that certain Administration Agreement, dated
December 1, 2003, between the Trust and Citi (as amended pursuant to amendment dated October 1,
2005, and as in effect on the date hereof, the “Agreement”). All capitalized terms used but not
defined herein shall have the meanings given to them in the Agreement.
WHEREAS, pursuant to the Agreement, Citi performs certain administration services for the
investment portfolios of the Trust (individually referred to herein as a “Fund” and collectively as
the “Funds”);
WHEREAS, the Agreement provides that Citi may perform such other services for the Trust or the
Funds as are mutually agreed upon by the parties from time to time, for amounts that are mutually
agreed upon by the parties;
WHEREAS, Citi and the Trust wish to enter into this Amendment to the Agreement in order to
provide for performance reporting services;
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained
and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Trust and Citi hereby agree as follows:
1. | Amendments. |
(a) | Section 2 of the Agreement shall be amended by adding the following as Subsection (w) after Subsection (v): |
"w. From time to time, upon request of the Trust, provide
performance reporting services (“Performance Reporting Services”)
consisting of one or more of the following: |
(i) Creation of templates for the Management’s Discussion of
Fund Performance (“MDFP”) section of the annual or semi-annual report;
(ii) Creation of templates for, and typesetting of, the annual and
semi-annual reports, including the financial statements;
(iii) Population of the templates with data obtained from third
parties, and coordination with third parties responsible for the
review of the MDFP;
(iv) Coordination with the print vendor for final printing of
the annual and semi reports; and
(v) Creation of templates for, and preparation of, reports to
the Trust’s Board.
(b) | Section 4 of the Agreement is hereby amended by adding the following after the first paragraph of Subsection (a): | ||
“As compensation for the Performance Reporting Services provided from time to time, the Trust shall pay the fees and rates agreed upon at the time a request is made for such Performance Reporting Services. A quote shall be provided upon request.” | |||
2. | Representations and Warranties. |
(a) The Trust represents (i) that it has full power and authority to enter into and perform
this Amendment, (ii) that this Amendment, and all information relating thereto has been presented
to and reviewed by the Board of Trustees of the Trust (the “Board”), and (iii) that the Board has
approved this Amendment.
(b) Citi represents that it has full power and authority to enter into and perform this
Amendment.
3. | Miscellaneous. |
(a) This Amendment supplements and amends the Agreement. The provisions set forth in this
Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject
matter covered herein, including any conflicting provisions of the Agreement or any provisions of
the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment)
and in every other agreement, contract or instrument to which the parties are bound, shall
hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as
provided in this Amendment, the provisions of the Agreement remain in full force and effect. No
amendment or modification to this Amendment shall be valid unless made in writing and executed by
both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only and are not to be
used to construe or interpret this Amendment.
(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, the parties hereto have caused this Amendment to be duly
executed all as of the day and year first above written.
PERFORMANCE FUNDS TRUST | ||||||
By: | /S/ Xxxxx Xxxxx | |||||
Name: | Xxxxx Xxxxx | |||||
Title: | President | |||||
CITI FUND SERVICES OHIO. INC. | ||||||
By: | /S/ Xxxx Xxxxxxx | |||||
Name: | Xxxx Xxxxxxx | |||||
Title: | Director and President |