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EXHIBIT 5(i)
AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This Amendment, dated as of the 4th day of January, 1994, 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, Short-Term Fixed Income Fund, U.S. Government Securities Fund
and Florida Tax-Exempt 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 Small
Capitalization Fund, Balanced Fund and Managed Bond 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, Section 11 of the Advisory Agreement provides that said
Agreement may be amended as provided therein, and the parties hereto which to
amend the investment advisory fee rate for the Short-Term Fixed Income Fund;
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. 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 Small Capitalization Fund; .60% of
the average daily net assets of the Balanced Fund; and .40% of the average daily
net assets of the Managed Bond Fund.
In addition, Section 8 of the Advisory Agreement is hereby amended to
provide that for the services provided and the expenses assumed pursuant to the
Advisory Agreement with respect to the Short-Term Fixed Income Fund, 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 annual rate of .40% of said Fund's average daily net assets.
Such fee as is attributable to each Additional Fund and the Short-Term
Fixed Income Fund shall be a separate charge to such Fund and 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 or
the Short-Term Fixed Income 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 or a monthly basis.
3. 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.
4. 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 SVP
