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EXHIBIT 5(C)
ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the 1st day of March, 1993, is entered into
between PACIFIC HORIZON FUNDS, INC. (the "Company"), a Maryland corporation,
and Bank of America National Trust and Savings Association ("Bank of America").
WHEREAS, the Company and Bank of America have entered into an Investment
Advisory Agreement dated as of April 22, 1992 (the "Advisory Agreement"),
pursuant to which the Company appointed Bank of America to act as investment
adviser to the Company for its Prime Fund, Treasury Fund, Horizon Tax-Exempt
Money Fund, California Tax-Exempt Money Market Fund and Pacific Horizon
TaxExempt Money Market Fund;
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the event
the Company establishes one or more additional investment portfolios with
respect to which it desires to retain Bank of America to act as the investment
adviser under the Advisory Agreement, the Company shall so notify Bank of
America in writing and if Bank of America is willing to render such services it
shall notify the Company in writing, and the compensation to be paid to Bank of
America shall be that which is agreed to in writing by the Company and Bank of
America; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement, the Company
has notified Bank of America that it has established the Prime Value Fund and
that it desires to retain Bank of America to act as the investment adviser
therefor, and Bank of America has notified the Company that it is willing to
serve as investment adviser for the Prime Value Fund;
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. APPOINTMENT. The Company hereby appoints Bank of America to act as
investment adviser to the Company for the Prime Value Fund for the period and
on the terms set forth in the Advisory Agreement. Bank of America 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 with respect to the Prime Value Fund, the
Company will pay Bank of America and Bank of America will accept as full
compensation therefor a fee, computed daily and paid monthly (in arrears),
based on the net assets of the Prime Value Fund at the following annual rates:
.10% of the first $7 billion of the Fund's net assets, plus .09% of the next $3
billion of the Fund's net assets, plus .08% of the
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Fund's net assets over $10 billion.
If in any fiscal year the aggregate expenses of the Prime Value Fund
(as defined under the securities regulations of any state having jurisdiction
over the Prime Value Fund) exceed the expense limitations of any such state,
Bank of America will reimburse the Prime Value Fund for one-half of such excess
expenses, or such greater portion thereof as it may agree upon with the Prime
Value Fund's administrator. The obligation of Bank of America to reimburse the
Prime Value Fund hereunder is limited in any fiscal year to the amount of its
fee hereunder for such fiscal year with respect to the Prime Value Fund;
provided, however, that notwithstanding the foregoing, Bank of America will
reimburse the Prime Value Fund for such proportion of such excess expenses
regardless of the amount of fees paid to it during such fiscal year to the
extent that the securities regulations of any state having jurisdiction over
the Prime Value Fund so require. Such expense reimbursement, if any, will be
estimated and accrued daily and paid on a monthly basis.
3. 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.
PACIFIC HORIZON FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxx XxXxxxx-Xxxxxx
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Title Senior Vice
President
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