AMENDMENT TO ADMINISTRATION AGREEMENT
AGREEMENT made as of this 1st day of August, 2000 by and between The
Westport Fund (the "Trust"), a Delaware business trust, and Countrywide Fund
Services, Inc., an Ohio corporation, now doing business as Integrated Fund
Services, Inc. ("Integrated").
WHEREAS, Integrated furnishes services to the Trust pursuant to an
Administration Agreement dated as of December 31, 1997 by and between Integrated
and the Trust (the "Agreement"); and
WHEREAS, Integrated and the Trust have agreed to reduce the amount of
compensation payable by the Trust to Integrated pursuant to the Agreement;
NOW, THEREFORE, in accordance with Paragraph 16 of the Agreement, the
parties hereto, intending to be legally bound, agree to amend the Agreement as
follows:
"The Agreement is hereby amended to delete Paragraph 6 of the Agreement in
its entirety and to replace it with the following:
For the performance of Integrated's obligations under this Agreement, each
series of the Trust shall pay Integrated, on the first business day following
the end of each month, a monthly fee at the annual rate of .10% of such series'
average daily net assets up to $50 million; .08% of such assets from $50 to $100
million; .06% of such assets from $100 to $150 million; and .03% of such assets
in excess of $150 million; provided, however, that the minimum fee shall be
$1,000 per month for each series."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.
THE WESTPORT FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., President
INTEGRATED FUND SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Operating Officer