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EXHIBIT (5)(b)(iii)
THE PARKSTONE GROUP OF FUNDS
SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT (the "Second
Amendment") dated as of December 16, 1996, by and between THE PARKSTONE GROUP OF
FUNDS, a Massachussets 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 an Investment Advisory
Agreement as of the 8th day of September 1988, as amended, with respect to each
of its variable net asset value funds except the Parkstone International
Discovery Fund and the Parkstone Emerging Markets Fund (the "Investment Advisory
Agreement");
WHEREAS, the parties hereto are adding two new investment portfolios
known as the Parkstone Conservative Allocation Fund and the Parkstone Aggressive
Allocation Fund to be covered by the Investment Advisory Agreement;
WHEREAS, the parties hereto wish to amend the Investment Advisory
Agreement to permit the Investment Adviser to use a subadviser for such Funds or
any other Funds which may be approved by the Board or shareholders as necessary.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, all capitalized terms
used in this Second 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
Investment Company Act of 1940 (the "1940 Act"), the
Investment Adviser directly and indirectly may select
and enter into contract with one or more qualified
investment advisers ("Subadvisers") to provide to the
Group some or all of the services required by the
Investment Advisory Agreement with respect to the
Funds of the Group identified on Schedule A hereto.
Additional investment portfolios may from time to
time be added to those covered by this Second
Amendment by the parties executing a new Schedule A
which shall become effective upon its execution and
shall supersede any Schedule A having an earlier
date. With respect to any such appointment by the
Investment Adviser of any Subadviser, the Investment
Adviser will, as appropriate:
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i) advise the Subadvisers with respect to
economic conditions and trends in the United
States;
ii) assist the Subadvisers with the placement of
orders for the purchase and sale of
securities of U.S. issuers;
iii) assist and consult with the Subadvisers
regarding the management of the Funds
identified on Schedule A with respect to
their short-term cash balance position
denominated in U.S. dollars to preserve
liquidity in such Funds' assets, including
the placement of orders for U.S. money
market instruments;
iv) assist and consult with the Subadvisers in
connection with the continuous investment
program of the Funds identified on Schedule
A; and
v) periodically review, evaluate and report to
the Group's Board of Trustees with respect
to the performance of the Subadviser.
b. The Investment Adviser, in selecting and entering
into contracts with Subadvisers, shall require that
each of the Subadvisers comply with the provisions of
the Investment Advisory Agreement set forth in
Sections 3, 5 and 6 thereof.
c. The compensation of any Subadvisers 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 to the extent expressly amended by the First
Amendment to Investment Advisory Agreement dated as of March 1, 1995 (the "First
Amendment") and this Second 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 by the First Amendment and this Second
Amendment. This Second Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, and 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/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
FIRST OF AMERICA INVESTMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President
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DATED: DECEMBER 16, 1996
SCHEDULE A TO THE
SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
BETWEEN THE PARKSTONE GROUP OF FUNDS AND
FIRST OF AMERICA INVESTMENT CORPORATION
DATED DECEMBER 16, 1996
NAME OF FUNDS
1. Parkstone Conservative Allocation Fund
2. Parkstone Aggressive Allocation Fund
THE PARKSTONE GROUP OF FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
FIRST OF AMERICA INVESTMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
President
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