Exhibit (h)(4)
AMENDMENT TO
COMPLIANCE SERVICES AGREEMENT
AMENDMENT made as of the 17th day of May, 2007, between COVENTRY GROUP (the
"Trust"), a Massachusetts business trust having its place of business at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and BISYS FUND SERVICES OHIO, INC.
("BISYS"), an Ohio corporation having its principal place of business at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, to that certain Compliance Services
Agreement, dated December 1, 2005, between the Trust and BISYS (as amended and
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, BISYS performs certain compliance
services for the certain series of the Trust for which Xxxxx Xxxxxx Asset
Management Company acts as an investment advisor;
WHEREAS, BISYS and the Trust desire to amend and restate the fees
payable by the Trust with respect to the compliance services to be provided;
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 BISYS hereby agree as
follows:
1. Adoption of New Schedule A.
Schedule A of the Agreement, shall be replaced with a new Schedule A,
attached hereto.
2. Representations and Warranties.
(a) The Trust represents (i) that it has full power and authority to enter
into and perform this Amendment on behalf of itself and as Trustee (ii) that
this Amendment, and all information relating thereto has been presented to and
reviewed by the Board, and (iii) that the Board has approved this Amendment.
(b) BISYS represents that it has full power and authority to enter into and
perform this Amendment.
3. Effective Date.
This Amendment shall be effective as of April 1, 2007.
4. 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) No amendment or modifications to this Agreement 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.
COVENTRY GROUP
By: /s/ R. Xxxxxxx Xxxxx
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Name: R. Xxxxxxx Xxxxx
Title: President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: President
SCHEDULE A
TO COMPLIANCE SERVICES AGREEMENT
BETWEEN COVENTRY GROUP AND BISYS
DATED MAY 17, 2007
This Schedule A is effective as of April 1, 2007.
FEES
Fees for compliance services provided under this Agreement:
Annual fee $25,000
All annual fees set forth above shall be payable in equal monthly installments.
All recurring fees set forth above shall be subject to adjustment annually
commencing on the one-year anniversary of the date of this Agreement by the
percentage increase in consumer prices for services as measured by the United
States Consumer Price Index entitled "All Services Less Rent of Shelter" or a
similar index should such index no longer be published.
OUT OF POCKET EXPENSES
Out of pocket expenses are not included in the above fees and shall also be paid
to BISYS in accordance with the provisions of this Agreement.
