EXHIBIT 5(j)
AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT
This Amendment, dated as of the 26th day of December, 1995, is
entered into between EMERALD FUNDS (the "Trust"), a Massachusetts business
trust, and XXXXXXX XXXXX TRUST COMPANY, N.A. (the "Investment Adviser"), a
national banking association.
WHEREAS, the Trust and the Investment Adviser have entered into
an Investment Advisory Agreement dated as of June 28, 1991 (the "Advisory
Agreement"), pursuant to which the Trust has appointed the Investment Adviser
to act as investment adviser to the Trust for certain of its portfolios,
including its Equity Fund, U.S. Government Securities Fund, Florida
Tax-Exempt Fund, Small Capitalization Fund, Balanced Fund, Managed Bond Fund
and Short-Term Fixed Income Fund; and
WHEREAS, Section 1(b) of the Advisory Agreement provides that in
the event the Trust establishes one or more additional investment portfolios
with respect to which it desires to retain the Investment Adviser to act as
investment adviser under the Advisory Agreement, the Trust shall so notify
the Investment Adviser in writing and if the Investment Adviser is willing to
render such services it shall notify the Trust in writing, and the
compensation to be paid to the Investment Adviser shall be that which is
agreed to in writing by the Trust and the Investment Adviser; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement, the
Trust has notified the Investment Adviser that it has established the
International Equity Fund and Equity Value Fund (the "Additional Funds"), and
that it desires to retain the Investment Adviser to act as the investment
adviser therefor, and the Investment Adviser has notified the Trust that it
is willing to serve as investment adviser for the Additional Funds; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement
provides that said Additional Funds will be subject to the provisions of the
Advisory Agreement to the same extent as the Funds named in subparagraph (a)
thereof except to the extent said provisions are modified with respect to an
Additional Fund in writing by the Trust and the Investment Adviser; and
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. APPOINTMENT. The Trust hereby appoints the Investment
Adviser to act as investment adviser to the Trust for the Additional Funds
for the period and on the terms set forth in the Advisory Agreement. The
Investment Adviser hereby accepts such appointment and agrees to render the
services set forth in the Advisory Agreement for the compensation herein
provided.
2. SUBCONTRACTORS.
It is understood that the Investment Adviser may from time to
time employ or associate with such person or persons as the Investment
Adviser may believe to be particularly fitted to assist it in the performance
of this Agreement with respect to the Additional Funds; provided, however,
that the compensation of such person or persons shall be paid by the
Investment Adviser. In addition, notwithstanding any such employment or
association, the Investment Adviser shall itself (a) establish and monitor
general investment criteria and policies for the Additional Funds, (b) review
and analyze on a periodic basis the Additional Funds' portfolio holdings and
transactions in order to determine their appropriateness in light of the
Additional Funds' shareholder base, and (c) review and analyze on a periodic
basis the policies established by any sub-adviser for the Additional Funds
with respect to the placement of orders for the purchase and sale of
portfolio securities. Subject to the foregoing, it is agreed that investment
advisory services to an Additional Fund may be provided by a sub-investment
adviser (the "Sub-Adviser") pursuant to a sub-advisory agreement agreeable to
the Trust and approved in accordance with the provisions of the 1940 Act (the
"Sub-Advisory Agreement").
3. COMPENSATION. For the services provided and the expenses
assumed pursuant to the Advisory Agreement, the Trust will pay the Investment
Adviser, and the Investment Adviser will accept as full compensation therefor
from the Trust, a fee, computed daily and payable monthly, at the following
annual rates: 1.00% of the average daily net assets of the International
Equity Fund, and .60% of the average daily net assets of the Equity Value
Fund.
Such fee as is attributable to each Additional Fund shall be the
several (and not joint or joint and several) obligation of each such Fund.
If in any fiscal year the aggregate expenses of any Additional Fund
(as defined under the securities regulations of any state having jurisdiction
over such Fund) exceed the expense limitations of any such state, the Trust
may deduct from the fees to be paid hereunder, or the Investment Adviser will
bear, to the extent required by state law, that portion of the excess which
bears the same relation to the total of such excess as the Investment
Adviser's fee hereunder with respect to such Fund bears to the total fees
otherwise payable with respect to such Fund for the fiscal year by the Trust
hereunder and under the administration agreement between the Trust and its
administrator. The Investment Adviser's obligation is not limited to the
amount of its fees hereunder. Such deduction or payment, if any, will be
estimated and accrued daily and paid on a monthly basis.
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4. CAPITALIZED TERMS. From and after the date hereof, the term
"Funds" as used in the Advisory Agreement shall be deemed to include the
Additional Funds. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Advisory Agreement.
5. MISCELLANEOUS. Except to the extent supplemented hereby, the
Advisory Agreement shall remain unchanged and in full force and effect and is
hereby ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as
of the date and year first above written.
EMERALD FUNDS
By: /s/ Xxxx X. Xxxxxxxx
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Title
XXXXXXX XXXXX TRUST COMPANY, N.A.
By: /s/ XxXxxxx Xxxxx, Jr.
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Title Senior Vice President
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