Exhibit 1
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LEADER GROWTH EQUITY FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of June 1, 2002 between LEADER Mutual Funds, a Massachusetts
business trust (herein called the "Trust"), and Union Planters Investment
Advisors, Inc. (herein called the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory services to the LEADER Growth Equity Fund (the "Fund"), an
investment portfolio of the Trust, and the Investment Adviser represents that it
is willing and possesses legal authority to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:
1. APPOINTMENT. The Trust hereby appoints the Investment Adviser to act as
investment adviser to the Fund for the period and on the terms set forth in this
Agreement. The Investment Adviser accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.
2. MANAGEMENT. Subject to the supervision of the Trust's Board of Trustees,
the Investment Adviser will provide a continuous investment program for the
Trust, including investment research and management with respect to all
securities and investments and cash equivalents of the Fund. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by the Trust with respect to the Fund. The
Investment Adviser will provide the services under this Agreement in accordance
with the Trust's investment objective, policies and restrictions as stated in
the Prospectus and resolutions of the Trust's Board of Trustees. The Investment
Adviser further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to any fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission 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 Adviser;
(c) will place orders pursuant to its investment determinations for
the Trust either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Investment Adviser will attempt
to obtain prompt execution of orders in an effective manner at the most
favorable price. Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Investment
Adviser may, in its discretion, purchase and sell portfolio securities to and
from brokers and dealers who provide the Investment Adviser with research
advice and other services. Unless and until appropriate procedures are adopted
by the Trustees of the Trust under Rule 17e-1 of the 1940 Act and unless the
provisions of such Rule are complied with, portfolio securities will not be
purchased from or sold to BISYS Fund Services, the Investment Adviser, or any
affiliated person of the Trust, BISYS Fund Services, or the Investment
Adviser;
(d) will maintain all books and records with respect to the Trust's
securities transactions and will furnish the Trust's Board of Trustees such
periodic and special reports as the Board may request; and
(e) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and prior,
present or potential interestholders, 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
Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Investment Adviser 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
Trust.
3. SERVICES NOT EXCLUSIVE. The investment management services furnished by the
Investment Adviser hereunder are not to be deemed exclusive, and the Investment
Adviser shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3 under
the 1940 Act, the Investment Adviser hereby agrees that all records which 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 Trust's request.
The Investment Adviser further agrees to preserve for the periods prescribed by
Rule 3la-3 under the 1940 Act the records required to be maintained by Rule
3la-1 under the 1940 Act.
5. EXPENSES. During the term of this Agreement, the Investment Adviser 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 Trust.
6. COMPENSATION. For the services provided and the expenses assumed pursuant
to this Agreement, the Trust will pay the Investment Adviser and the Investment
Adviser will accept as full compensation therefor a fee computed daily and paid
monthly at the applicable annual rate of [___]% of average daily net assets.
7. 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 Fund 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 Adviser in the performance of its
duties or from reckless disregard by the Investment Adviser of its obligations
and duties under this Agreement.
8. DURATION AND TERMINATION. This Agreement will become effective as to the
Trust as of the date first written above, provided that it shall have been
approved by vote of a majority of the outstanding voting securities of the Fund,
in accordance with the requirements under the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect until May 31, 2004.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive periods of twelve months each ending on ______ of each year, PROVIDED
such continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust's Board of Trustees 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 Trust's Board of Trustees or by the vote of a
majority of the outstanding voting securities of the Fund. Notwithstanding the
foregoing, this Agreement may be terminated at any time on sixty days' written
notice, without the payment of any penalty, by the Trust (by vote of the Fund's
Board of Trustees or by vote of a majority of the outstanding voting securities
of the Fund) or by the Investment Adviser. This Agreement will immediately
terminate in the event of its assignment. If the Investment Adviser requires the
Trust or the Fund to change its name so as to eliminate all references to the
word "LEADER," then this Agreement shall automatically terminate at the time of
such change unless the continuance of this Agreement after such change shall
have been specifically approved by vote of a majority of the outstanding voting
securities of the Fund and by vote of a majority of the Trustees of the Trust
who are not interested persons of the Trust or the Investment Adviser, cast in
person at a meeting called for the purpose of voting on such approval. (As used
in this Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meaning of such terms
in the 1940 Act.)
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9. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed,
waived, discharged 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.
10. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by the law of the
Commonwealth of Massachusetts.
A copy of the Agreement and Declaration of Trust establishing the Trust is on
file with the Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed with respect to the Fund
on behalf of the Trust by officers of the Trust as officers and not individually
and that the obligations of or arising out of this Agreement are not binding
upon any of the Trustees, officers or shareholders individually but are binding
only upon the assets and property belonging to the Fund.
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.
LEADER MUTUAL FUNDS
Seal By:
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Title:
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UNION PLANTERS INVESTMENT
ADVISORS, INC.
Seal By:
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Title:
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