INVESTMENT ADVISORY CONTRACT
Xxxxxx Insight Funds (the "Trust"), a
Massachusetts business trust registered under the
Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end diversified management investment
company, and Xxxxxx Trust and Savings Bank, an Illinois
bank (the "Adviser"), agree as follows:
1. Appointment of Adviser. The Trust appoints
the Adviser to furnish investment advisory and other
services to the Trust for its Equity Income Fund,
Growth Fund, Index Fund, Small-Cap Opportunity Fund,
International Fund, Balanced Fund, Convertible
Securities Fund, Bond Fund, Intermediate Government
Bond Fund, Tax-Exempt Bond Fund and Intermediate Tax-
Exempt Bond Fund (the "Funds"), and the Adviser accepts
that appointment, for the period and on the terms set
forth below. In the event that the Trust establishes
one or more portfolios other than the Funds named above
with respect to which it desires to retain the Adviser
to act as investment adviser hereunder, it shall notify
the Adviser in writing. If the Adviser is willing to
render such services under this Agreement, it shall
notify the Trust in writing whereupon such portfolio
shall become a Fund hereunder and shall be subject to
the provisions of this Agreement to the same extent as
the Funds named above except to the extent that said
provisions (including those relating to the
compensation payable by the Fund to the Adviser) are
modified with respect to such Fund in writing by the
Trust and the Adviser at the time.
2. Services of Adviser.
(a) Investment Management. Subject to the overall
supervision and control of the Board of Trustees of the
Trust (the "Board of Trustees"), the Adviser shall have
supervisory responsibility for the general management
and investment of the Funds' assets, giving due
consideration to the investment policies and
restrictions, portfolio transaction policies and the
other statements concerning the Funds in the Trusts
Declaration of Trust, by-laws and registration
statements under the 1940 Act and the Securities Act of
1933, as amended (the "1933 Act"), to the provisions of
the 1933 Act and the 1940 Act and rules and regulations
thereunder, to the provisions of the Internal Revenue
Code applicable to the Funds as regulated investment
companies and to other applicable law (the "Investment
Policies and Restrictions"). It is understood that the
Adviser intends to enter into a portfolio management
contract (a "Subadvisory Contract") with Xxxxxx
Investment Management, Inc. (the "Subadviser"). The
Subadviser or any successor to a Subadviser shall have
the responsibilities and duties set forth in Section 3
below and in its respective Subadvisory Contract. As
long as the Subadvisory Contract is in effect, the
services provided by the Adviser will be limited to the
supervision and oversight of the Subadviser's
performance under the Subadvisory Contract.
(b) Monitoring Subadviser. The Adviser shall
monitor and evaluate the investment performance of the
Subadviser; and shall monitor the investment activities
of the Subadviser to ensure compliance with the
Investment Policies and Restrictions.
(c) Reports and Information. The Adviser shall
furnish to the Board of Trustees periodic reports on
the investment strategy and performance of the Funds
and such additional reports and information as the
Board of Trustees or the officers of the Trust may
reasonably request.
(d) Customers of Financial Institutions. It is
understood that the Adviser may, but shall not be
obligated to, provide, either directly or through
agents, administrative and other services with respect
to shareholders who are customers of the Adviser or its
affiliates, including establishing shareholder
accounts, assisting the Trust's transfer agent with
respect to recording purchase and redemption
transactions, advising shareholders about the status of
their accounts, current yield and dividends declared
and such related services as the shareholders or the
Funds may request. It is further understood that the
Adviser may, but shall not be obligated to, make
payments from its own resources to other financial
institutions that provide similar services to
shareholders of the Funds that are customers of such
institutions. Notwithstanding the foregoing, the
Adviser shall not provide any distribution services to
the Trust that the Adviser is legally precluded from
providing under the Xxxxx-Xxxxxxxx Act or other
applicable law.
(e) Undertakings of Adviser. The Adviser further
agrees that it will:
(i) Comply with the 1940 Act and with all applicable
rules and regulations of the Securities and Exchange
Commission, the provisions of the Internal Revenue Code
relating to regulated investment companies, applicable
banking laws and regulations, and policy decisions and
procedures adopted by the Board of Trustees from time
to time;
(ii) Select broker-dealers in accordance with
guidelines established by the Board of Trustees from
time to time and in accordance with applicable law
(consistent with this obligation, when the execution
and price offered by two or more brokers or dealers are
comparable, the Adviser may, in its discretion,
purchase and sell portfolio securities to and from
brokers and dealers who provide the Adviser with
research advice and other services);
(iii) Maintain books and records with respect to the
securities transactions of the Funds; and
(iv) Treat confidentially and as proprietary
information of the Trust all records and other
information relative to the Trust or to prior, present
or potential shareholders, and will not use such
records or information for any purpose other than in
the performance of its responsibilities and duties
hereunder, except (A) after prior notification to and
approval in writing by the Trust, which approval shall
not be unreasonably withheld, (B) when so requested by
the Trust, (C) as required by tax authorities or (D)
pursuant to a judicial request, requirement or order,
provided that the Adviser takes reasonable steps to
provide the Trust with prior notice in order to allow
the Trust to contest such request, requirement or
order.
(f) Books and Records. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the
Adviser agrees that all records that it maintains for
the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any of such
records upon the Trusts request. The Adviser further
agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
(g) Independent Contractor. The Adviser shall for all
purposes herein be deemed to be an independent
contractor and not an agent of the Trust and shall,
unless otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any
way.
3. Services of Subadviser. Subject to the overall
supervision and control of the Board of Trustees and
the Adviser and pursuant to the terms of its
Subadvisory Contract, the Subadviser shall manage the
investment and reinvestment of the Funds' assets giving
due consideration to the Investment Policies and
Restrictions. The Adviser shall not be responsible or
liable for the investment merits of any decision by a
Subadviser to purchase, hold or sell a security for the
portfolio of a Fund.
4. Expenses Borne by Trust. Except as otherwise
provided in this Agreement or any other contract to
which the Trust is a party, the Trust shall pay all
expenses incidental to its organization, operations and
business including, without limitation: all charges of
depositories, custodians, sub-custodians and other
agencies for the safekeeping and servicing of its cash,
securities and other property, and of its transfer,
shareholder recordkeeping, dividend disbursing and
redemption agents, if any; all charges for equipment or
services used for obtaining price quotations; all
charges for accounting services provided to the Trust
by the custodian, the Adviser or any other provider of
accounting services; all expenses of portfolio pricing,
net asset value computation and reporting portfolio
information to the Adviser or Subadviser; all charges
for services of administration; all charges of
independent auditors and legal counsel; all
compensation of the Trustees other than those
affiliated with any entity providing advisory or
administrative services to the Trust, and all expenses
incurred in connection with their services to the
Trust; all expenses of preparing, printing and
distributing notices, proxy solicitation material and
reports to shareholders of the Funds; all expenses of
meetings of shareholders; all expenses of preparation
and printing of annual or more frequent revisions of
the Funds' prospectus(es) and of supplying each then
existing shareholder or beneficial owner of shares of
the Funds with a copy of such revised prospectus(es);
all expenses related to preparing and transmitting
certificates representing shares of the Funds, if any;
all expenses of bond and insurance coverage required by
law or deemed advisable by the Board of Trustees; all
costs of borrowing money; all taxes and corporate fees
payable to Federal, state or other governmental
agencies, domestic or foreign; all stamp or other
transfer taxes; all expenses of registering and
maintaining the registration of the Trust under the
1940 Act and of shares of the Funds under the 1933 Act,
of qualifying and maintaining qualification of the
Trust and of shares of the Funds for sale under
securities laws of various states or other
jurisdictions and of registration and qualification of
the Trust under all other laws applicable to the Trust
or its business activities; all payments pursuant to a
plan adopted on behalf of the Funds pursuant to Rule
12b-1 under the 1940 Act; all fees, dues and other
expenses incurred by the Trust in connection with
membership of the Trust in any trade association or
other investment company organization; and
extraordinary expenses. In addition the Funds shall
pay all brokers commissions and other charges relating
to the purchase and sale of portfolio securities or
other assets of the Funds.
5. Allocation of Expenses Borne by Trust. Any
expenses borne by the Trust that are attributable
solely to the organization, operation or business of
the Funds shall be paid solely out of assets of the
Funds. Any expense borne by the Trust that is not
solely attributable to the Funds, nor solely to any
other portfolio of the Trust, shall be apportioned in
such manner as the Trust or an administrator for the
Trust determines is fair and appropriate, or as
otherwise specified by the Board of Trustees.
6. Expenses Borne by Adviser. The Adviser at its own
expense shall furnish personnel, office space and
office facilities and equipment required to render its
services pursuant to this Agreement and shall be
responsible for payment of the fees of the Subadviser
pursuant to the Subadvisory Contract (but the Adviser
shall not be responsible for any expenses such
Subadviser may incur in connection with their
performance of services for the Trust).
7. Compensation of Adviser. For the services to be
rendered and the expenses to be assumed and to be paid
by the Adviser under this Agreement, the Trust shall
pay to the Adviser a fee, computed and accrued daily
and payable on the first business day of each month, at
the following annual rates considered separately on a
portfolio-by-portfolio basis: 1.05% of the average
daily net assets of the International Fund; 1.00% of
the average daily net assets of the Small-Cap
Opportunity Fund; 0.90% of the average daily net assets
of the Growth Fund; 0.70% of the average daily net
assets of the Equity Income Fund and the Convertible
Securities Fund; 0.60% of the average daily net assets
of the Tax-Exempt Bond Fund, the Intermediate Tax-
Exempt Bond Fund and the Balanced Fund; 0.65% of the
average daily net assets of the Bond Fund and the
Intermediate Government Bond Fund; and 0.15% of the
average daily net assets of the Index Fund. Such fees
as are attributable to each Fund shall be a separate
charge to such Fund and shall be the several (and not
joint or joint and several) obligation of each such
Fund.
8. Expense Limitation. If for any fiscal year of the
Funds the total expenses allocated to a Fund pursuant
to paragraph 5 (including fees paid to the Adviser and
any other service provider but excluding taxes,
interest, commissions and other normal charges incident
to the purchase and sale of portfolio securities,
extraordinary charges such as litigation costs, and
payments pursuant to a Funds Rule 12b-1 Plan) exceed
the most restrictive applicable limits prescribed by
any state in which shares of the Fund are then being
offered for sale to the public, the Adviser agrees to
reimburse the Trust in an amount equal to such excess,
provided that the Adviser shall not be required to
reimburse a Fund for any year in an amount greater than
the amount of fees received by it with respect to
management of the Fund for that year. Any such
reimbursement by the Adviser, or refund by a Fund of an
excess reimbursement, shall be paid monthly on an
estimated basis.
9. Non-exclusivity. The services of the Adviser to
the Trust under this Agreement are not to be deemed
exclusive and the Adviser shall be free to render
similar services to others so long as its services
under this Agreement are not impaired by such other
activities.
10. Standard of Care. Neither the Adviser, nor any
Subadviser, nor any of their respective directors,
officers, agents or employees shall be liable or
responsible to the Trust or its shareholders for any
error of judgment, or any loss arising out of any
investment, or for any other act or omission in the
performance by the Adviser or a Subadviser of its
duties under this Agreement or a Subadvisory Contract,
respectively, except for liability resulting from
willful misfeasance, bad faith or gross negligence on
the part of the Adviser or Subadviser, respectively, or
from reckless disregard by the Adviser or the
Subadviser of its obligations and duties under this
Agreement or the Subadvisory Contract, respectively.
11. Amendment. This Agreement may not be amended with
respect to a particular Fund without the affirmative
votes (a) of a majority of the Directors of the
Trustees, including a majority of those Trustees who
are not "interested persons" of the Trust or the
Adviser and (b) of a "majority of the outstanding
shares" of such Fund. The terms "interested person"
and "vote of a majority of the outstanding shares"
shall be construed in accordance with their respective
definitions in Sections 2(a)(19) and 2(a)(42) of the
1940 Act and, with respect to the latter term, in
accordance with Rule 18f-2 under the 1940 Act.
12. Termination. This Agreement may be terminated as
to any Fund, at any time, without payment of any
penalty, by the Board of Trustees, or by a vote of a
majority of the outstanding shares of the Fund, upon at
least 60 days written notice to the Adviser. This
Agreement may be terminated by the Adviser at any time
upon at least 60 days written notice to the Trust.
This Agreement shall terminate automatically in the
event of its "assignment" (as defined in Section
2(a)(4) of the 1940 Act). Unless terminated as
hereinbefore provided, this Agreement shall continue in
effect with respect to a particular Fund for a period
of two years from the date hereof and thereafter from
year to year only so long as such continuance is
specifically approved at least annually (a) by a
majority of those Trustees who are not interested
persons of the Trust or of the Adviser, voting in
person at a meeting called for the purpose of voting on
such approval, and (b) by either the Board of Trustees
or by a vote of a majority of the outstanding shares of
such Fund.
13. Non-liability of Trustees and Shareholders.
The names "Xxxxxx Insight Funds Trust" and "Trustees of
Xxxxxx Insight Funds Trust" refer respectively to the
Trust created and the Trustees as trustees but not
individually or personally, acting from time to time
under a Declaration of Trust dated December 6, 1995
which is xxxxxx referred to and a copy of which is on
file at the office of the Secretary of State of the
Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of "Xxxxxx
Insight Funds Trust" entered into in the name or on
behalf thereof by any of the Trustees, officers,
representatives or agents are not made individually,
but in such capacities, and are not binding upon any of
the Trustees, shareholders, officers, representatives
or agents of the Trust personally, but bind only the
Trust Property, and all persons dealing with any class
of shares of the Trust must look solely to the Trust
Property belonging to such class for the enforcement of
any claims against the Trust.
14. Notice. Any notice, demand, change of address or
other communication to be given in connection with this
Agreement shall be given in writing and shall be given
by personal delivery, by registered or certified mail
or by transmittal by facsimile or other electronic
medium addressed to the recipient as follows:
To the Adviser: Xxxxxx Trust and Savings Bank
Telephone:
Fax:
To the Trust: Xxxxxx Insight Funds Trust
Telephone:
Fax:
All notices shall be conclusively deemed to have
been given on the day of actual delivery thereof and,
if given by registered or certified mail, on the fifth
business day following the deposit thereof in the mail
and, if given by facsimile or other electronic medium,
on the day of transmittal thereof.
15. Governing Law. This Agreement shall be construed
and interpreted in accordance with the laws of the
State of Illinois and the laws of the United States of
America applicable to contracts executed and to be
performed therein.
16. References and Headings. In this Agreement and in
any such amendment, references to this Agreement and
all expressions such as "herein," "hereof," and "under
this Agreement" shall be deemed to refer to this
Agreement or this Agreement as amended or affected by
any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as
a part hereof or control or affect the meaning,
construction or effect of this Agreement. This
Agreement may be executed in any number of
counterparts, each of which shall be deemed an
original.
Dated: ________________
XXXXXX INSIGHT FUNDS TRUST
By
Name:
Title:
ATTEST:
Xxxxxxxx X. Xxxxxxxx, Secretary
XXXXXX TRUST AND SAVINGS BANK
By
Name:
Title:
ATTEST:
______________________, Secretary
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