EXHIBIT 99(H)(2)
AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment, made as of June 13, 2005 (the "Amendment"), amends the
Administration Agreement dated as of July 1, 2002 (the "Agreement") between The
Coventry Group, a Massachusetts business trust (the "Trust"), and BISYS Fund
Services Limited Partnership, an Ohio limited partnership ("BISYS LP").
WHEREAS, BISYS LP performs administration services for each series (the
"Funds") of the Trust managed by Signal Capital Management, Inc. ("Signal")
pursuant to the Agreement; and
WHEREAS, the parties wish to amend the fees payable to BISYS LP
pursuant to the Agreement; and
WHEREAS, the parties wish to replace BISYS LP with BISYS Fund Services
Ohio, Inc., an Ohio corporation ("BISYS Inc.") as a party to the Agreement.
NOW THEREFORE, BISYS LP, BISYS Inc. and the Trust, in exchange for good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by all parties, agree as follows:
1. Fee Reduction.
Effective as of July 1, 2005, the annual fees payable to Administrator,
as set forth on Schedule B to the Agreement, are amended and restated
as follows:
0.14% of each Fund's average daily net assets, except the
Money Market Fund.
0.14% of the Money Market Fund's average daily net assets.
The other provisions of Schedule B, including the annual minimum, are
unchanged.
2. Replacement of BISYS LP.
Effective as of July 1, 2005: (a) BISYS Inc. will replace BISYS LP as a
party to the Agreement, and will assume all of BISYS LP's rights and
obligations under the Agreement; (b) BISYS LP will have no further
rights or obligations under the Agreement; and (c) the term
"Administrator" as used in the Agreement and this Amendment will refer
to BISYS Inc.
3. Signal as Sub-Administrator.
Effective July 1, 2005, BISYS Inc. will have no responsibility or
liability to the Trust or the Funds for the performance or
non-performance of Signal under that certain Sub-Administration
Agreement dated as of July 1, 2002 between BISYS Inc. and Signal.
4. Termination.
The parties wish to remove the right of either party to terminate the
Agreement upon 120 days advance written notice following the completion
of the second full year of the Initial Term. Accordingly, as of the
date of this Amendment:
(a) The first paragraph of Article 7 of the Agreement is amended by
deleting the last sentence thereof, which reads: "In addition,
following the completion of the second full year of the Initial Term,
this Agreement may be terminated by either party upon 120 days advance
written notice to the other.";
(b) The fifth paragraph of Article 7 of the Agreement is amended by
deleting the last sentence thereof, which reads: "However, this
provision shall not apply should termination occur upon 120 days
advance written notice given following the completion of the second
full year of the Initial Term."; and
(c) All other references in the Agreement to such termination right are
deleted or modified, as applicable, to give effect to the provisions of
this Section 4.
5. Miscellaneous.
(a) Capitalized terms used but not defined in this Amendment have the
respective meanings ascribed to them in the Agreement.
(b) This Amendment supersedes all prior negotiations, understandings
and agreements with respect to the subject matter covered in this
Amendment, whether written or oral.
(c) Except as expressly set forth in this Amendment, the Agreement
remains unchanged and in full force and effect.
(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.
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IN WITNESS WHEREOF, a duly authorized officer of each party has signed
this Amendment as of the date set forth above.
BISYS Fund Services Limited Partnership
By: BISYS Fund Services, Inc., its general
partner
By:
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Name:
Title:
BISYS Fund Services Ohio, Inc.
By:
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Name:
Title:
The Coventry Group
By:
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Name:
Title:
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