EXHIBIT 99(H)(6)
AMENDMENT TO TRANSFER AGENCY AGREEMENT
This Amendment, made as of June 13, 2005 (the "Amendment"), amends the
Transfer Agency Agreement dated as of July 1, 2002 (the "Agreement") between The
Coventry Group, a Massachusetts business trust (the "Trust"), and BISYS Fund
Services, Inc., a Delaware corporation ("BISYS").
WHEREAS, Pursuant to the Agreement, BISYS performs transfer agency
services for each series of the Trust managed by Signal Capital Management,
Inc.; and
WHEREAS, the parties wish to amend the termination provisions of the
Agreement;
NOW THEREFORE, BISYS 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. 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 Section 5 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 ot [sic] the other.";
(b) The fourth paragraph of Section 5 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 1.
2. 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.
IN WITNESS WHEREOF, a duly authorized officer of each party has signed
this Amendment as of the date set forth above.
BISYS Fund Services, Inc.
By:
---------------------------------------
Name:
Title:
The Coventry Group
By:
---------------------------------------
Name:
Title:
2
