AMENDMENT DATED AUGUST 11, 1997
TO THE ARBOR FUND
INVESTMENT SUB-ADVISORY
AGREEMENT DATED JUNE 23, 1997
BY AND BETWEEN
CITIZENS BANK
AND
SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
THIS AMENDMENT will join The Arbor Fund (the "Trust") as a party to the
Investment Sub-Advisory Agreement dated June 23, 1997 by and between Citizens
Bank and Systematic Financial Management, L.P. (the "Agreement").
FURTHER, Section 6 of the Agreement shall be replaced in its entirety with the
following:
6. COMPENSATION. For the to be provided by the Sub-Adviser pursuant to
this Agreement, the Trust will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a
sub-advisory fee at an annual rate of .45% on the first $50 million of
the Fund's average daily net assets; .35% on the next $50 million of
the Fund's average daily net assets and .40% on the Fund's average
daily net assets thereafter. This fee will be computed daily and paid
to the Sub-Adviser monthly.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the date first above written.
CITIZENS BANK
BY: /s/ Xxxx X. Xxxxx
NAME: Xxxx X. Xxxxx
TITLE: SVP & Trust Officer
SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
BY: /s/ Xxxxxxx X. Xxxx
NAME: Xxxxxxx X. Xxxx
TITLE: Chief Executive Officer
THE ARBOR FUND
BY: /s/ Xxxxxxx X. Xxxxxx
NAME: Xxxxxxx X. Xxxxxx
TITLE: VP & Asst. Secretary
