Exhibit 5(a)
AMENDMENT NO. 1 TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
DECLARATION FUND
AND
DECLARATION INVESTMENT ADVISORS, INC.
Amendment No. 1 to the Investment Advisory Agreement dated December 8,
1988 by and between Declaration Fund (formerly Consolidated Asset Management
Fund), a Pennsylvania business trust, and Declaration Investment Advisors,
Inc., a Pennsylvania corporation.
Whereas, the name of Consolidated Asset Management Fund has been
changed to "Declaration Fund", and
Whereas, Declaration Fund has been converted from a single issue fund
to a series fund, and
Whereas, there has been created within Declaration Fund a series
designated Declaration Cash Account, and
Whereas, as part of the reorganization of Declaration Fund as a series
fund and the creation of the Declaration Cash Account series, the
shareholders of Declaration Fund become shareholders of Declaration Cash
Account automatically as part of such reorganization, and
Whereas, it is the intention of the parties hereto to amend the
Agreement in such ways as are necessary to reflect the changes hereinabove
described as well as changes in the expense reimbursement provisions.
Now, therefore, this Amendment No. 1,
WITNESSETH:
1. Whenever and wherever the text of the Agreement refers to
"Consolidated Asset Management Fund", the text is amended to read
"Declaration Fund".
2. In Section 1. "Duties of the Advisor", references to the "fund's
portfolio" in item (i) shall mean the Declaration Cash Account portfolio.
3. The expenses payable by the Fund, as set forth in Section 2 of the
Agreement are subject to the terms and conditions respecting the bearing of
expenses and the apportioning thereof as are set forth in the Amended and
Restated Declaration of Trust dated March 14, 1990, which are incorporated
by reference in the Agreement as amended by this Amendment No. 1.
4. The text of the second paragraph under Section 3 is amended by
changing "1.5%" to "2%" and by changing "1%" to "1.5%".
5. In all other respects the Agreement is ratified and confirmed.
Dated: May 15, 1990
Attest: Declaration Fund
/s/ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, III
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Attest: Declaration Investment
Advisors, Inc.
/s/ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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