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EXHIBIT (5)(d)
ADDENDUM NO. 3 TO ADVISORY AGREEMENT
This Addendum, dated as of the 1st day of November, 1990, is entered
into between TRUST FOR FEDERAL SECURITIES (the "Company"), a Pennsylvania
business trust, and PROVIDENT INSTITUTIONAL MANAGEMENT CORPORATION ("PIMC"), a
Delaware corporation.
WHEREAS, the Company and PIMC have entered into an Advisory Agreement
dated as of March 11, 1987, as supplemented by Addenda Nos. 1 and 2 dated as of
June 30, 1988 and September 7, 1988, respectively, (the "Advisory Agreement"),
pursuant to which the Company appointed PIMC to act as investment adviser to the
Company for its FedFund portfolio ("FedFund"), its T-Fund portfolio ("T-Fund"),
its Treasury Trust Fund portfolio ("Treasury Trust Fund"), its ShortFed Fund
(now, by change of name, "Short Government Fund") portfolio, its Intermediate
Government Fund portfolio and its Long Government Fund portfolio;
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 PIMC to act as the investment adviser
under the Advisory Agreement, the Company shall so notify PIMC in writing and if
PIMC is willing to render such services it shall notify the Company in writing,
and the compensation to be paid to PIMC shall be that which is agreed to in
writing by the Company and PIMC;
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement, the
Company has notified PIMC that it has established the Federal Trust Fund
portfolio ("Federal Trust Fund") and that it desires to retain PIMC to act as
the investment adviser therefor, and PIMC has notified the Company that it is
willing to serve as investment adviser for Federal Trust Fund;
WHEREAS, PIMC is willing to waive the advisory fees payable by the
Company to it for its services as investment adviser for FedFund, T-Fund and
Treasury Trust Fund and to the extent necessary to ensure that the compensation
it receives for its services as investment adviser for FedFund, T-Fund, Treasury
Trust Fund and Federal Trust Fund is determined on a combined average net asset
basis, based on the average net assets of each of the four portfolios, at the
rate currently set forth in the Advisory Agreement applicable to FedFund, T-Fund
and Treasury Trust Fund;
WHEREAS, the Company and PIMC desire to restate the compensation
payable to PIMC for its services as investment adviser to FedFund, T-Fund,
Treasury Trust Fund and Federal Trust Fund to evidence the foregoing waiver by
PIMC; and
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WHEREAS, such waiver of fees is not and shall not be deemed to be an
amendment to the Advisory Agreement.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Company hereby appoints PIMC to act as
investment adviser to the Company for Federal Trust Fund for the period and on
the terms set forth in the Advisory Agreement. PIMC 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 FedFund, T-Fund, Treasury
Trust Fund and Federal Trust Fund, the Company will pay PIMC from the assets
belonging to FedFund, T-Fund, Treasury Trust Fund and Federal Trust Fund (in
proportion to each such Portfolio's average net assets) and PIMC will accept as
full compensation therefor a fee, computed daily and payable monthly, at the
following annual rate:
.175% of the first $1 billion of the combined average net assets of
FedFund, T-Fund, Treasury Trust Fund and Federal Trust Fund; plus
.150% of the next $1 billion of their combined average net assets; plus
.125% of the next $1 billion of their combined average net assets; plus
.100% of the next $1 billion of their combined average net assets; plus
.095% of the next $1 billion of their combined average net assets; plus
.090% of the next $1 billion of their combined average net assets; plus
.085% of the next $1 billion of their combined average net assets; plus
.080% of their combined average net assets over $7 billion.
The fee will be reduced by one-half of the amount necessary to ensure that the
ordinary operating expenses (excluding interest, taxes, brokerage, payments to
Service Organizations pursuant to Servicing Agreements and extraordinary
expenses) of FedFund, T-Fund, Treasury Trust Fund and Federal Trust Fund do not
exceed .45% of each such Portfolio's average net assets for any fiscal year.
The Fee attributable to each Portfolio shall be the several (and not
joint or joint and several) obligation of each such Portfolio.
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3. Capitalized Terms. From and after the date hereof, the term
"Portfolios" as used in the Advisory Agreement shall be deemed to include
Federal Trust Fund. 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.
TRUST FOR FEDERAL SECURITIES
By:
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Title: Vice President
PROVIDENT INSTITUTIONAL
MANAGEMENT CORPORATION
By:
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Title: President
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