Exhibit 99(h)(3)(ii)
AMENDMENT TO FIRST AMENDED AND RESTATED
MASTER SERVICES AGREEMENT
AMENDMENT made as of the 4th day of June, 2007, between BISYS FUND
SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 and each entity that is
party to the Agreement (defined below) and this Amendment, as listed on the
signature page hereto (each, a "COMPANY"), to that certain First Amended and
Restated Master Services Agreement, dated July 1, 2005, between each Company and
BISYS (as amended and in effect on the date hereof, the "Agreement"). This
Amendment shall be considered a separate agreement between BISYS and each
Company, and references to the "the Company", etc. shall refer to each Company
separately. 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 transfer
agency, fund accounting and certain other services for the Company and each
investment portfolio of the Company existing or as may be established from time
to time (each portfolio, a "Fund" and collectively, the "Funds");
WHEREAS, BISYS and the Company wish to enter into this Amendment to
the Agreement in order to extend the term of the Agreement;
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 Company and BISYS hereby agree
as follows:
1. AMENDMENTS.
(a) Section 6 of the Agreement shall be amended by deleting the date
March 31, 2006, and replacing it with the date "December 31, 2008".
(b) Section 6 shall be further amended by adding at the end of the
first sentence of the second paragraph the following:
"or (e) the sale or transfer of a controlling interest in, or the
sale or transfer of all or substantially all of the assets of
BISYS or its parent company, (with the 60 day termination notice
described above to be provided within 90 days after the
terminating party receives notice of the closing of such sale or
transfer); PROVIDED HOWEVER, that, "cause" shall not in any event
include the sale or transfer of a controlling interest in, or of
all or substantially all of the assets in BISYS to Citigroup,
Inc."
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2. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents (i) that it has full power and authority to
enter into and perform this Amendment, (ii) that the transactions contemplated
by this Amendment, and all information relating thereto has been presented to
and reviewed by the Board of Directors of the Company (the "Board"), and (iii)
that the Board has approved the transactions contemplated by this Amendment.
(b) BISYS represents that it has full power and authority to enter
into and perform this Amendment.
3. EFFECTIVE DATE.
The effective date of this Amendment shall be 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) 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.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed all as of the day and year first above written.
HSBC INVESTOR FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
HSBC ADVISOR FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
HSBC INVESTOR PORTFOLIOS
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxxx
---------------------------
Name: Xxxx Xxxxxxx
Title: President
