Exhibit (d)25
ALLEGIANT FUNDS
THIRD AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This THIRD AMENDEMENT TO INVESTMENT ADVISORY AGREEMENT (the "Third
Amendment") dated as of October 1, 2008, by and between ALLEGIANT FUNDS, a
Massachusetts business trust, located in King of Prussia, Pennsylvania (the
"Trust") and ALLEGIANT ASSET MANAGEMENT COMPANY, located in Cleveland, Ohio (the
"Adviser").
WHEREAS, the parties have entered into an Advisory Agreement November 19,
1997 with respect to the Trust's Money Market, Treasury Money Market, Government
Money Market, Tax Exempt Money Market, Pennsylvania Tax Exempt Money Market,
Intermediate Tax Exempt Bond, Intermediate Bond, Bond, Large Cap Growth, Large
Cap Value, Ohio Intermediate Tax Exempt Bond and Pennsylvania Intermediate
Municipal Bond Funds ("Investment Advisory Agreement"); and
WHEREAS, the Board of Trustees of the Trust have approved certain
reductions in fees payable with respect to the Money Market, Treasury Money
Market, Government Money Market, Ohio Intermediate Tax Exempt Bond, Pennsylvania
Intermediate Municipal Bond, Intermediate Tax Exempt Bond, Intermediate Bond and
Bond Funds;
NOW, THEREFORE, it is agreed among the parties hereto as follows:
1. COMPENSATION. The first paragraph of Section 8 of the Investment
Advisory Agreement, as heretofore amended, is amended and restated in its
entirety to read as follows:
"8. COMPENSATION. For services provided and the expenses assumed pursuant
to this Agreement, the Trust will pay the Adviser from the assets belonging to
the Funds and the Adviser will accept as full compensation therefore fees,
computed daily and paid monthly, at the following rates: 0.25% of the average
daily net assets of the Money Market Fund; 0.25% of the average daily net assets
of the Government Money Market Fund; 0.25% of the average daily net assets of
the Treasury Money Market Fund; 0.35% of the average daily net assets of the Tax
Exempt Money Market Fund; 0.20% of the average daily net assets of the
Pennsylvania Tax Exempt Money Market Fund; 0.40% of the average daily net assets
of the Ohio Intermediate Tax Exempt Bond Fund; 0.40% of the average daily net
assets of the Pennsylvania Intermediate Municipal Bond Fund; 0.40% of the
average daily net assets of the Intermediate Tax Exempt Bond Fund; 0.40% of the
average daily net assets of the Intermediate Bond Fund; 0.45% of the average
daily net assets of the Bond Fund; and 0.75% of the average daily net assets of
each of the Large Cap Growth Fund and Large Cap Value Fund of $0 to less than $1
billion; 0.70% of the average daily net assets of each Fund of $1 billion to
less than $1.5 billion; and 0.65% of the average daily net assets of each Fund
of $1.5 billion and over."
4. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
used in this Third Amendment shall have their respective defined meanings
ascribed to them in the Investment Advisory Agreement.
5. MISCELLANEOUS. Except to the extent expressly amended by this Third
Amendment, the Investment Advisory Agreement shall remain unchanged and in full
force and effect. References therein to "this Agreement," "hereby," "herein,"
and the like shall be deemed to refer to the Investment Advisory Agreement, as
amended by this Third Amendment. This Third Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ALLEGIANT FUNDS
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Chief Administrative Officer
ALLEGIANT ASSET MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Managing Director