INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made as of February 13, 1998, between the Vintage Mutual
Funds, Inc., a Maryland Corporation (herein called the "Company"), and Investors
Management Group, a federally registered investment advisor having its principal
place of business in Des Moines, Iowa (herein called the "Investment Advisor").
WHEREAS, the Company is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company desires to retain the Investment Advisor to furnish
investment advisory and administrative services to the ten existing investment
portfolios of the Company and may retain the Investment Advisor to serve in such
capacity to certain additional investment portfolios of the Company, all as now
or hereafter may be identified in Schedule A hereto (such initial investment
portfolio and any such additional investment portfolios together called the
"Funds") and the Investment Advisor represents that it is willing and possess
legal authority to so furnish such services without violation of applicable laws
(including the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act) and regulations:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints the Investment Advisor to act as
investment adviser to the Funds for the period and on the terms set forth
in this Agreement. The Investment Advisor accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided. Additional investment portfolios may from time to time be added
to those covered by this Agreement by the parties executing a new Schedule
A which shall become effective upon its execution and shall supersede any
Schedule A having an earlier date.
2. Delivery of Documents. The Company has furnished the Investment Advisor
with copies properly certified
or authenticated of each of the following:
(a) The Company's Articles of Incorporation, dated November 15, 1994, and filed
with the Secretary of State of Maryland on November 16, 1994, and any and
all amendments thereto or restatements thereof (such Articles, as presently
in effect and as it shall from time to time be amended or restates, is
herein called the "Articles of Incorporation");
(b) The Company's By Laws and any amendments thereto:
(c) Resolutions of the Company's Board of Directors authorizing the appointment
of the Investment Advisor and approving this Agreement;
(d) The Company's Notification of Registration on Form N-8A under the 1940 Act
as filed with the Securities and Exchange Commission on December 13, 1994,
and all amendments thereto;
(e) The Company's Registration Statement on Form N-1A under the Securities Act
of 1933, as amended (the "1933 Act"), and under the 1940 Act as filed with
the Securities and Exchange Commission and all amendment thereto; and
(f) The most recent Prospectus and Statement of Additional Information of each
of the Funds (such Prospectus and Statement of Additional Information, as
presently in effect, and all amendments and supplements thereto, are herein
collectively called the "Prospectus").
The Company will furnish the Investment Advisor from time to time with copies of
all amendments of or supplements to the foregoing.
3. Management. Subject to the supervision of the Company's Board of Directors,
the Investment Advisor will provide a continuous investment program for the
Funds, including investment research and management with respect to all
securities and investments and cash equivalents in the Funds. The
Investment Advisor will determine from time to time what securities and
other investments will be purchased, retained or sold by the Company with
respect to the funds. The Investment Advisor will provide the services
under this Agreement in accordance with each of the Fund's investment
objectives, policies, and restrictions as stated in the Prospectus and
resolutions of the Company's Board of Directors. The Investment Advisor
further agrees that it:
(a) Will use the same skill and care in providing such services as it uses in
providing services to fiduciary accounts for which it has investment
responsibilities;
(b) Will conform with all applicable Rules and Regulations of the Securities
and Exchange Commission under the 1940 Act and in addition will conduct its
activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to the investment
advisory activities of the Investment Advisor;
(c) Will not make loans to any person to purchase or carry units of beneficial
interest ("shares") in the Company or make loans to the Company;
(d) Will place or cause to be placed orders for the funds either directly with
the issuer or with any broker or dealer. In placing orders with brokers and
dealers, the Investment Advisor will attempt to obtain prompt execution of
orders in an effective manner at the most favorable price. The Investment
Advisor may cause a Fund to pay a broker which provides brokerage and
research services to the Investment Advisor a commission for effecting a
securities transaction in excess of the amount another broker might have
charged. Such higher commissions may not be paid unless the Investment
Advisor determines in good faith that the amount paid is reasonable in
relation to the services received in terms of the particular transaction or
the Investment Advisor's overall responsibilities to the Company and any
other of the Investment Advisor's clients. In no instance will portfolio
securities by purchase from or sold to the Investment Advisor, or any
affiliated person of the Company or the Investment Advisor;
(e) Will maintain all books and records with respect to the securities
transactions of the Funds and will furnish the Company's Board of Directors
with such periodic and special reports as the Board may request;
(f) Will treat confidentially and as proprietary information of the Company all
records and other information relative to the Company and the funds and
prior, present, or potential shareholders, and will not use such records
and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Company, which approval shall not be
unreasonably withheld and may not be withheld where the Investment Advisor
may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Company, and;
(g) Will maintain its policy and practice of conducting its fiduciary functions
independently. In making investment recommendations for the Funds, the
Investment Advisor's personnel will not inquire or take into consideration
whether the issuers of securities proposed for purchase or sale for the
Company's account are customers of the Investment Advisor or of its parent
or its subsidiaries or affiliates. In dealing with such customers, the
Investment Advisor and its parent, subsidiaries, and affiliates will not
inquire or take into consideration whether securities of those customers
are held by the Company.
4. Services Not Exclusive. The investment management services furnished by the
Investment Advisor hereunder are not to be deemed exclusive, and the
Investment Advisor shall be free to furnish similar services to others so
long as its services under this Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Investment Advisor hereby agrees that all records which
it maintains for the funds are the property of the Company and further
agrees to surrender promptly to the Company any of such records upon the
Company's request. The Investment Advisor 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.
6. Expenses. During the term of this Agreement, the Investment Advisor will
pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Funds.
7. Compensation. For the services provided and the expenses assumed pursuant
to this Agreement, each of the funds will pay the Investment Advisor and
the Investment Advisor will accept as full compensation therefor a fee
equal to the fee set forth on Schedule A hereto. The obligations of the
funds to pay the above described fee to the Investment Advisor will begin
as of the respective dates of the initial public sale of shares in the
Funds.
If in any fiscal year the aggregate expenses of any of the Funds (as
defined under the securities regulations of any state having jurisdiction
over the Company) exceed the expense limitations of any such state, the
Investment Advisor will reimburse the Fund for a portion of such excess
expenses equal to such excess times the ratio of the fees otherwise payable
by the Fund to the Investment Advisor hereunder and to IMG under the
Management and Administration Agreement between IMG and the Company. The
obligation of the Investment Advisor to reimburse the Funds hereunder is
limited in any fiscal year to the amount of its fee hereunder for such
fiscal year, provided however, that notwithstanding the foregoing, the
Investment Adviser shall reimburse the Funds for such proportion of such
excess expenses regardless of the amount paid to it during such fiscal year
to the extent that the securities regulations of any state having
jurisdiction over the Company so require. Such expense reimbursement, if
any will be estimated daily and reconciled and paid on a monthly basis.
8. Limitation of Liability. The Investment Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Funds
in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Investment Advisor in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
9. Duration and Termination. This Agreement will become effective as of the
date first written above (of, if a particular fund is not in existence on
that date, on the date a registration statement relating to that Fund
becomes effective with the Securities and Exchange Commission), provided
that it shall have been approved by vote of a majority of the outstanding
voting securities of such Fund, in accordance with the requirements under
the 1940 Act, and, unless sooner terminated as provided herein, shall
continue in effect until December 31, 1999.
Thereafter, if not terminated, this Agreement shall continue in effect as
to a particular Fund for successive annual periods, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Company's Board of Directors who are not
parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the vote of a majority of the Company's Board of
Directors or by vote of a majority of all votes attributable to the
outstanding shares of such Fund. Notwithstanding the foregoing, this
Agreement may be terminated as to a particular Fund at any time on sixty
days' written notice, without the payment of any penalty, by the Company
(by vote of the Company's Board of Directors or by vote of a majority of
the outstanding voting securities of such Fund) or by the Investment
Advisor. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities", "interested persons" and "assignment" shall
have the same meanings as ascribed to such terms in the 1940 Act.)
10. Investment Advisor's Representations. The Investment Advisor hereby
represents and warrants that it is willing and possess all requisite legal
authority to provide the services contemplated by this Agreement without
violation of applicable law and regulations, including but not limited to
the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act and the regulations promulgated thereunder.
11. Amendment to this Agreement. No provision of this Agreement may be changed,
waived, discharges or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
12. Miscellaneous. The names "Vintage Mutual Funds, Inc." and Directors of the
Vintage Mutual Funds, Inc." refer respectively to the Company created and
the Directors, as directors but not individually or personally. The
obligations of the Company entered into in the name or on behalf thereof by
any of the Directors, representatives or agents are made not individually,
but in such capacities, and are not binding upon any of the Directors,
Shareholders or representatives of the Company personally, but bind only
the assets of the Company, and all persons dealing with any series of
shares of the Company must look solely to the assets of the Company
belonging to such series for the enforcement of any claims against the
Company.
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.
Vintage Mutual Funds, Inc.
/s/________________________________
By:________________________________
Title:_____________________________
Investors Management Group
/s/________________________________
By:________________________________
Title:_____________________________
Schedule A to the
Investment Advisory Agreement
Between the Vintage Mutual Funds, Inc. and
Investors Management Group
Name of Fund Compensation
Institutional Reserves Fund Annual rate of thirty-five one-hundredths
of one percent (0.35%) of the average daily net
assets of such Fund.
Government Assets Fund Annual rate of forty one-hundredths of one
percent (0.40%) of the average daily net
assets of such Fund.
Liquid Assets Fund Annual rate of thirty-five one-hundredths
of one percent (0.35%) of the average
daily net assets of such Fund.
Municipal Assets Fund Annual rate of thirty-five one-hundredths
of one percent (0.35%) of the average
daily net assets of such Fund.
Vintage Limited Term Bond Fund Annual rate of fifty one-hundredths of one
percent (0.50%) of the average daily net
assets of such Fund.
Vintage Bond Fund Annual rate of fifty-five one-hundredths
of one percent (0.55%) of the average
daily net assets of such Fund
Vintage Income Fund Annual rate of sixty one-hundredths of one
percent (0.60%) of the average daily net
assets of such Fund.
Vintage Municipal Bond Fund Annual rate of fifty one-hundredths of one
percent (0.50%) of the average daily net
assets of such Fund.
Vintage Balanced Fund Annual rate of seventy-five one-hundredths
of one percent (0.75%) of the average
daily net assets of such Fund.
Vintage Equity Fund Annual rate of seventy-five one-hundredths
of one percent (0.75%) of the average
daily net assets of such Fund.
Vintage Aggressive Growth Fund Annual rate of ninety-five one-hundredths
of one percent (0.95%)of the average
daily net assets of such Fund.
Vintage Technology Fund Annual rate of one percent and twenty-five
one-hundredths of one percent (1.25%) of the
average daily net assets of such Fund.
* All fees are computed daily and paid monthly.
As amended July 18, 2000.
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Vintage Mutual Funds, Inc., a Maryland corporation ("Company") and
Investors Management Group, a federally registered investment adviser having its
place of business in Des Moines, Iowa ("Investment Adviser") hereby enter into
this amendment to that certain Investment Advisory Agreement dated as of
February 13, 1998, by and between them ("Agreement").
WHEREAS, the parties have agreed that the provisions relating to limitation
of liability set forth in Paragraph 8 of the Agreement, should be clarified to
prohibit limitation of liability for the Investment Adviser's negligence.
NOW THEREFORE, in consideration of the continuation of the Agreement and
the mutual agreements contained here, the parties agree as follows;
1. The parties agree and confirm the continuation of the Agreement on the
terms and conditions set forth therein, except as they may relate to
Paragraph 8 thereof.
2. Paragraph 8 of the Agreement is hereby amended and restated as follows,
such amended and restated Paragraph 8 superceding and replacing in all
respects Paragraph 8 of the Agreement:
"8. Limitation of Liability
The Investment Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Funds in connection
with the performance of this Agreement, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation
for services or a loss resulting from willful misfeasance, bad faith
or negligence on the part of the Investment Adviser in the performance
of its duties or from reckless disregard by it of its obligations and
duties under this Agreement."
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by the officers designated below, as of the day and year previously
written.
VINTAGE MUTUAL FUNDS, INC.
By:_/s/_____________________________
Title:______________________________
INVESTORS MANAGEMENT GROUP, LTD.
By:_/s/_____________________________
Title:______________________________
