COMPLIANCE SERVICES AMENDMENT
TO
MASTER SERVICES AGREEMENT
This Amendment (the "Amendment") is made as of April 15, 2007 between
YieldQuest Funds Trust (the "Trust"), a Delaware business trust having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ and BISYS Fund Services Ohio, Inc. ("BISYS"), an Ohio corporation having a
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is a registered investment company, and it is subject to
the requirements of Rule 38a-1 under the 1940 Act, which requires each
registered investment company to adopt policies and procedures that are
reasonably designed to prevent it from violating the federal securities laws;
WHEREAS, BISYS performs certain administration and other services for the
Trust pursuant to that certain Master Services Agreement (the "Agreement") dated
as of the date of this Amendment between BISYS and the Trust;
WHEREAS, the Company desires that BISYS perform certain services for the
Company;
WHEREAS, BISYS is willing to perform the services enumerated in this
Amendment on the terms and conditions set forth in this Amendment; and
WHEREAS, BISYS and the Company wish to enter into this Amendment in order
to set forth the terms under which BISYS will perform the services enumerated
herein.
NOW, THEREFORE, in consideration of the covenants herein contained, the
Company and BISYS hereby agree as follows:
1. Compliance Services
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BISYS will provide the following additional services to assist the Company
in connection with its obligations under Rule 38a-1 of the Investment Company
Act of 1940 ("1940 Act"):
(a) Perform risk-based testing and an annual assessment of the compliance
procedures of each BISYS service group (i.e., transfer agency, fund accounting,
administration) that provides services for the Company.
(b) Provide information reasonably requested by the Company's Chief
Compliance Officer or by the Board of Trustees of the Company (the "Board") in
connection with the Board's determination regarding the adequacy and
effectiveness of the compliance procedures described in (a) above.
(c) Provide reports to the Company's Chief Compliance Officer regarding the
risk-based testing and annual assessment described in (a) above.
2. Fees
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BISYS shall be entitled to receive from the Company the amounts set forth
on Schedule A hereto, reflecting the amounts charged by BISYS for the
performance of services hereunder.
3. Term and Termination.
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(a) The compliance services to be rendered by BISYS under this Amendment
shall commence upon the date of this Amendment and shall continue in effect for
one year from the date of this Amendment, unless earlier terminated pursuant to
the terms of this Amendment. Thereafter, unless otherwise terminated pursuant to
this Amendment, this Amendment may be terminated at the end of the one-year term
or at any time thereafter by either party upon ninety (90) days advance written
notice to the other party. This Agreement may be terminated at any time,
including during the initial one-year term, by: (i) mutual agreement of the
parties, or (ii) for "cause," as defined in the Agreement, upon the provision of
30 days advance written notice by the party alleging cause.
(b) Notwithstanding anything in this Amendment to the contrary, including
but not limited to the provisions of Section 4(a), all of the obligations of
BISYS under this Amendment shall terminate automatically upon the effective day
of any termination of the Agreement.
4. Representations and Warranties
------------------------------
Each party represents and warrants to the other that this Amendment has
been duly authorized and, when executed and delivered by it, will constitute a
legal, valid and binding obligation of it, enforceable against it in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and secured parties.
5. Miscellaneous.
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(a) Except as expressly set forth in this Amendment, the terms of the
Agreement shall apply to the services rendered under this Amendment and the
general provisions of the Agreement shall be used on a residual basis to
construe any issues arising under this Amendment that are not addressed by the
express terms of this Amendment. Except as expressly set forth in this
Amendment, the provisions of the Agreement remain unchanged and in full force
and effect.
(b) 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.
(c) No amendment or modification to this Amendment shall be valid unless
made in writing and executed by both parties hereto.
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(d) Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(e) 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, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
YIELDQUEST FUNDS TRUST
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman and President
Date: 4/7/07
BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
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SCHEDULE 1
COMPLIANCE SERVICES FEES
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Annual Fee: $30,000 (payable in equal monthly installments)
On or after the one-year anniversary of the Effective Date, following at least
90 days prior written notice to the Company, BISYS may annually increase the
above fee by up to an amount equal to the most recent annual 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 mutually
agreed upon by the parties should such index no longer be published.
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