Exhibit (5)(c)
COMPASS CAPITAL FUNDS/SM/
Addendum No. 1 to the Investment Advisory Agreement
This Addendum dated as of the ____ day of ___________, 1996 is entered
into by and between COMPASS CAPITAL FUNDS, a Massachusetts business trust (the
"Fund"), and PNC ASSET MANAGEMENT GROUP, INC., a Delaware corporation (the
"Adviser").
WHEREAS, the Fund and the Adviser have entered into an Investment
Advisory Agreement dated as of January 4, 1996 (the "Advisory Agreement")
pursuant to which the Fund appointed the Adviser to act as investment adviser to
certain investment portfolios of the Fund;
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the
event the Fund establishes one or more additional investment portfolios with
respect to which it desires to retain the Adviser to act as investment adviser
under the Advisory Agreement, the Fund shall so notify the Adviser in writing
and if the Adviser is willing to render such services it shall so notify the
Fund in writing; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement, the Fund
has notified the Adviser that it is establishing the Mid-Cap Value Equity and
Mid-Cap Growth Equity Portfolios (the "Portfolios"), and that it desires to
retain the Adviser to act as the investment adviser therefor, and the Adviser
has notified the Fund that it is willing to serve as investment adviser to the
Portfolios;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Trust hereby appoints the Adviser to act as
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investment adviser to the Portfolios for the period and on the
terms set forth in the Advisory Agreement. The Adviser hereby
accepts such appointment and agrees to render the services set
forth in the Advisory Agreement with respect to the Portfolios
for the compensation herein provided.
2. Compensation. For the services provided and the expenses assumed
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pursuant to the Advisory Agreement, the Fund will pay the
Adviser, and the Adviser will accept as full compensation
therefor from the Fund, a fee at the following annual rates with
respect to each of the Mid-Cap Value Equity and Mid-Cap Growth
Equity Portfolios (considered separately on a Portfolio-by-
Portfolio basis):
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.55% of the first $1 billion of each Portfolio's average daily
net assets, .50% of the next $1 billion of each Portfolio's
average daily net assets, .475% of the next $1 billion of each
Portfolio's average daily net assets and .45% of the average
daily net assets of each Portfolio in excess of $3 billion. Such
fee as is attributable to each respective Portfolio shall be a
separate charge to such Portfolio and shall be the several (an
neither joint nor joint and several) obligation of such
Portfolio.
3. Capitalized Terms. From and after the date hereof, the term
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"Portfolios") as used in the Advisory Agreement shall be deemed
to include the Mid-Cap Value Equity and Mid-Cap Growth Equity
Portfolios.
4. Miscellaneous. Except to the extent supplemented hereby, the
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Advisory Agreement shall remain unchanged and in full force and
effect, and is hereby ratified and confirmed in all respects as
supplemented hereby. Without limiting the generality of the
foregoing, it is understood that the Adviser may employ one or
more sub-advisers for the Portfolios pursuant to Section 2 of the
Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 1
to the Advisory Agreement to be executed by their officers designated below as
of the day and year first above written.
Attest: COMPASS CAPITAL FUNDS
[SEAL] By:________________________
its:
PNC ASSET MANAGEMENT
GROUP, INC.
[SEAL] By:________________________
its:
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