EXHIBIT 5(p)
COMPASS CAPITAL FUNDS/SM/
Addendum No. 3 to the Investment Advisory Agreement
This Addendum dated as of the ____ day of __________, 1998 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; and
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 Micro-Cap Equity Portfolio,
the GNMA Portfolio, the Delaware Tax-Free Income Portfolio and the Kentucky Tax-
Free Income Portfolio (each, a "Portfolio"), 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 each Portfolio;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Fund hereby appoints the Adviser to act as
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investment adviser to each Portfolio 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 each Portfolio
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:
a. With respect to the Micro-Cap Equity Portfolio, 1.10%
of the first $1 billion of the Portfolio's average
daily net
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assets, 1.05% of the next $1 billion of the Portfolio's
average daily net assets, 1.025% of the next $1 billion
of the Portfolio's average daily net assets and 1.00%
of the average daily net assets of the Portfolio in
excess of $3 billion.
b. With respect to the GNMA Portfolio, .550% of the first
$1 billion of the Portfolio's average daily net assets,
.500% of the next $1 billion of the Portfolio's average
daily net assets, .475% of the next $1 billion of the
Portfolio's average daily net assets and .450% of the
average daily net assets of the Portfolio in excess of
$3 billion.
c. With respect to the Delaware Tax-Free Income Portfolio,
.550% of the first $1 billion of the Portfolio's
average daily net assets, .500% of the next $1 billion
of the Portfolio's average daily net assets, .475% of
the next $1 billion of the Portfolio's average daily
net assets and .450% of the average daily net assets of
the Portfolio in excess of $3 billion.
d. With respect to the Kentucky Tax-Free Income Portfolio,
.550% of the first $1 billion of the Portfolio's
average daily net assets, .500% of the next $1 billion
of the Portfolio's average daily net assets, .475% of
the next $1 billion of the Portfolio's average daily
net assets and .450% of the average daily net assets of
the Portfolio in excess of $3 billion.
Such fee as is attributable to each Portfolio shall be a separate
charge to such Portfolio and shall be the several (and 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 Micro-Cap Equity Portfolio, the GNMA Portfolio, the
Delaware Tax-Free Income Portfolio and the Kentucky Tax-Free
Income Portfolio.
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
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Adviser may employ one or more sub-advisers for each Portfolio
pursuant to Section 2 of the Advisory Agreement.
5. Release. "BlackRock Funds" and "Trustees of BlackRock Funds"
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refer respectively to the trust created and the Trustees, as
trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated December 22, 1988 which
is hereby referred to and a copy of which is on file at the
office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Fund. The
obligations of "BlackRock Funds" entered into in the name or on
behalf thereof by any of the Trustees, officers, representatives
or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders, officers,
representatives or agents of the Fund personally, but bind only
the Trust Property (as defined in the Declaration of Trust), and
all persons dealing with any class of shares of the Fund must
look solely to the Trust Property belonging to such class for the
enforcement of any claims against the Fund.
[End of Text]
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum No. 3
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/SM/
[SEAL] By:________________________
Name:
Title:
PNC ASSET MANAGEMENT GROUP, INC.
[SEAL] By:________________________
Name:
Title:
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