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Exhibit 5(b)(i)
THE PARKSTONE GROUP OF FUNDS
FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
THIS FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT (this "First
Amendment") dated as of March 1, 1995, by and between THE PARKSTONE GROUP OF
FUNDS, a Massachusetts business trust, located in Columbus, Ohio (the "Group")
and FIRST OF AMERICA INVESTMENT CORPORATION, a Michigan corporation, located in
Kalamazoo, Michigan (the "Investment Adviser").
W I T N E S S E T H:
WHEREAS, the parties hereto entered into that certain Investment Advisory
Agreement as of the 8th day of September, 1988, and amended as of the 21st day
of January, 1992, with respect to the Balanced Fund (the "Investment Advisory
Agreement"), and
WHEREAS, the parties hereto wish to amend the Investment Advisory Agreement
as it relates to the Balanced Fund.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS.
Unless otherwise defined herein, all capitalized terms used in this First
Amendment shall have their respective defined meanings ascribed to them in the
Investment Advisory Agreement.
2. AMENDMENTS.
a. Subject to the provisions of the Investment Advisory Agreement, the
Declaration of Trust and the 1940 Act, the Investment Adviser directly and
indirectly may select and enter into contracts with one or more qualified
Investment Advisers ("Sub-Advisers") to provide to the Trust some or all of the
services required by the Investment Advisory Agreement with respect to the
Balanced Fund. With respect to any such appointment by the Investment Adviser
of any of the Sub-Advisers, the Investment Adviser will, as appropriate:
(i) Advise the Sub-Advisers with respect to United States ("U.S.")
economic conditions and trends;
(ii) Assist Sub-Advisers with the placement of orders for the purchase and
sale of securities of U.S. issuers;
(iii) Assist and consult with the Sub-Advisers regarding the management
of the Balanced Fund's short-term cash balance
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positions denominated in U.S. dollars to preserve liquidity in the Balanced
Fund's assets, including the placement of orders for U.S. money market
instruments;
(iv) Assist and consult with the Sub-Advisers in connection with the
Balanced Fund's continuous investment program; and
(v) Periodically review, evaluate and report to the Group's Board of
Trustees with respect to the performance of the Sub-Advisers.
b. The Investment Advisor, in selecting and entering into contracts with
Sub-Advisers, shall require that each of the Sub-Advisers comply with the
provisions of the Investment Advisory Agreement set forth in Sections 3, 5 and
6 thereof.
c. The compensation of any Sub-Advisers directly appointed by the
Investment Adviser shall be the sole responsibility of the Investment Adviser
and shall be an expense of the Investment Adviser to be paid by it in
accordance with Section 6 of the Investment Advisory Agreement.
3. MISCELLANEOUS.
Except the extent expressly amended by this First Amendment, the Investment
Advisory Agreement shall remain unchanged and in full force and effect.
References therein to "this Agreement," "hereby," "herein," and the like shall
be deemed to refer to the Investment Advisory Agreement as amended hereby with
respect to the Balanced Fund. This First Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE PARKSTONE GROUP OF FUNDS
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Its: Chairman
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FIRST OF AMERICA INVESTMENT
CORPORATION
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
Its: President
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