<PAGE>
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
The Republic Funds
3435 Stelzer Road
Columbus, Ohio 43219
November 9, 1998
Republic National Bank of New York
452 Fifth Avenue
New York, NY 10018
Dear Sirs:
Re: Republic Money Market Fund
This will confirm the agreement between the undersigned (the "Trust")
and Republic National Bank of New York (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate class of shares of beneficial interest of the Trust is
offered to investors with respect to each investment portfolio. Republic Money
Market Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into a Master Investment
Advisory Contract ("Master Advisory Contract") pursuant to which the Trust has
employed the Adviser to provide investment advisory and other services specified
in the Master Advisory Contract and the Adviser has accepted such employment.
Terms used but not otherwise defined herein shall have the same meanings
assigned to them by the Master Advisory Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the
Trust hereby adopts the Master Advisory Contract with respect to the Fund and
the Adviser hereby acknowledges that the Master Advisory Contract shall pertain
to the Fund, the terms and conditions of the Master Advisory Contract being
hereby incorporated herein by reference.
4. The term "Covered Fund" as used in the Master Advisory Contract
shal1 , for purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall with respect
to the Fund pay the Adviser a monthly fee on the first business day of each
month at the annual rate of 0.20% of the average daily value (as determined on
each business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding month.
<PAGE>
Republic National Bank of New York
November 9, 1998
Page 2
6. This Supplement and the Master Advisory Contract (together, the
"Contract") shall become effective with respect to the Fund on November 9, 1998
and shall continue in effect with respect to the Fund until November 9, 2000 and
thereafter but only so long as the continuance is specifically approved at least
annually (a) by the vote of a majority of the outstanding voting securities of
the Fund (as defined in the 1940 Act) or by the Board of Trustees and (b) by the
vote, cast in person at a meeting called for that purpose, of a majority of the
members of the Board of Trustees who are not parties to this Contract or
"interested persons" (as defined in the 1940 Act) of any such party. This
Contract may be terminated with respect to the Fund at any time, without the
payment of any penalty, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act) or by a vote of a majority
of the members of the Board of Trustees on 60 days' written notice to the
Adviser. or by the Adviser on 60 days' written notice to the Trust. This
Contract shall terminate automatically in the event of its assignment as defined
in the 1940 Act.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
THE REPUBLIC FUNDS
By
-----------------------------
Name:
Title:
ACCEPTED:
REPUBLIC NATIONAL BANK OF NEW YORK
By _____________________________________
Title:
