Exhibit (d)(3)
ALLEGIANT ADVANTAGE FUND
FORM OF INTERIM ADVISORY AGREEMENT
AGREEMENT made as of September 30, 2009 between ALLEGIANT ADVANTAGE
FUND, a Massachusetts business trust, located in King of Prussia, Pennsylvania
(the "Trust") and PNC CAPITAL ADVISORS, LLC, located in Baltimore, Maryland (the
"Adviser").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser as investment adviser
to the series of the Trust listed on Schedule 1 to this Agreement (the
"Fund(s)");
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. DELIVERY OF DOCUMENTS. The Adviser acknowledges that it has received
copies of each of the following:
(a) The Trust's Declaration of Trust, as filed with the State
Secretary of the Commonwealth of Massachusetts on May 18, 1993
and all amendments thereto (such Declaration of Trust, as
presently in effect and as it shall from time to time be amended,
is herein called the "Declaration of Trust");
(b) The Trust's Code of Regulations, and amendments thereto (such
Code of Regulations, as presently in effect and as it shall from
time to time be amended, is herein called the "Code of
Regulations");
(c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Adviser and approving this Agreement;
(d) The Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission
("SEC") on July 6, 1993 and all amendments thereto;
(e) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") (File No. 33-488)
and under the 1940 Act as filed with the SEC on July 6, 1993 and
all amendments thereto; and
(f) The Trust's most recent prospectuses and statements of additional
information with respect to the Funds (such prospectuses and
statements of additional information, as presently in effect and
all amendments and supplements thereto are herein called
individually, a "Prospectus," and collectively, the
"Prospectuses").
The Trust will furnish the Adviser from time to time with execution
copies of all amendments of or supplements to the foregoing.
2. SERVICES. The Trust hereby appoints the Adviser to act as investment
adviser to the Funds for the period and on the terms set forth in this
Agreement. Intending to be legally bound, the Adviser accepts such
appointment and agrees to furnish the services required herein to the Funds
for the compensation hereinafter provided.
Subject to the supervision of the Trust's Board of Trustees, the
Adviser 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 Adviser will
determine from time to time what securities and other investments will be
purchased, retained or sold by the Funds. The Adviser will provide the
services under this Agreement in accordance with the Funds' investment
objectives, policies, and restrictions as stated in the Prospectus and
resolutions of the Trust's Board of Trustees applicable to the Funds.
3. SUBCONTRACTORS. It is understood that the Adviser may from time to time
employ or associate with itself such person or persons as the Adviser may
believe to be particularly fitted to assist in the performance of this
Agreement; provided, however, that the compensation of such person or
persons shall be paid by the Adviser and that the Adviser shall be as fully
responsible to the Trust for the acts and omissions of any subcontractor as
it is for its own acts and omissions. Without limiting the generality of
the foregoing, it is agreed that investment advisory services to the Funds
may be provided by a sub-adviser agreeable to the Adviser and approved in
accordance with the provisions of the 1940 Act. Any such sub-advisers are
hereinafter referred to as the "Sub-Advisers." In the event that any
Sub-Adviser appointed hereunder is terminated, the Adviser may provide
investment advisory services pursuant to this Agreement to the Funds
involved without further shareholder approval. Notwithstanding the
employment of any Sub-Adviser, the Adviser shall in all events: (a)
establish and monitor general investment criteria and policies for the
Funds; (b) review investments in the Funds on a periodic basis for
compliance with their investment objectives, policies and restrictions as
stated in the Prospectus; (c) review periodically any Sub-Adviser's
policies with respect to the placement of orders for the purchase and sale
of portfolio securities; (d) review, monitor, analyze and report to the
Board of Trustees on the performance of any Sub-Adviser; (e) furnish to the
Board of Trustees or any Sub-Adviser, reports, statistics and economic
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information as may be reasonably requested; and (f) recommend, either in
its sole discretion or in conjunction with any Sub-Adviser, potential
changes in investment policy.
4. COVENANTS BY ADVISER. The Adviser agrees with respect to the services
provided to the Funds that it:
(a) will comply with all applicable Rules and Regulations of the SEC
and will in addition conduct its activities under this Agreement
in accordance with other applicable law;
(b) will use the same skill and care in providing such services as it
uses in providing services to similar fiduciary accounts for
which it has investment responsibilities;
(c) will not make loans to any person to purchase or carry shares in
the Funds, or make interest-bearing loans to the Trust or the
Funds;
(d) will maintain a policy and practice of conducting its investment
management activities independently of all affiliates;
(e) will place orders pursuant to its investment determinations for
the Funds either directly with the issuer or with any broker or
dealer. In selecting brokers or dealers for executing portfolio
transactions, the Adviser will use its best efforts to seek on
behalf of the Trust and the Funds the best overall terms
available. In assessing the best overall terms available for any
transaction the Adviser shall consider all factors it deems
relevant, including the breadth of the market in the security,
the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available,
and in selecting the broker or dealer to execute a particular
transaction, the Adviser may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended) provided to the
Funds and/or other accounts over which the Adviser or any
affiliate of the Adviser exercises investment discretion. The
Adviser is authorized, subject to the prior approval of the
Board, to negotiate and pay to a broker or dealer who provides
such brokerage and research services a commission for executing a
portfolio transaction for any of the Funds which is in excess of
the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the
Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer viewed in terms of
that particular transaction or in terms of the overall
responsibilities of the Adviser with respect to the
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accounts as to which it exercises investment discretion. In no
instance will any of the Funds' securities be purchased from or
sold to the Adviser, any Sub-Adviser, Professional Funds
Distributors, LLC ("PFD") (or any other principal underwriter to
the Trust) or an affiliated person of either the Trust, the
Adviser, Sub-Adviser, or PFD (or such other principal
underwriter) unless permitted by an order of the SEC or
applicable rules. In executing portfolio transactions for the
Funds, the Adviser may, but shall not be obligated to, to the
extent permitted by applicable laws and regulations, aggregate
the securities to be sold or purchased with those of other
investment portfolios of the Trust and its other clients where
such aggregation is not inconsistent with the policies set forth
in the Trust's registration statement. In such event, the Adviser
will allocate the securities so purchased or sold, and the
expenses incurred in the transaction, in the manner it considers
to be the most equitable and consistent with its fiduciary
obligations to the Funds and such other clients;
(f) will maintain all books and records with respect to the
securities transactions for the Funds and furnish the Trust's
Board of Trustees such periodic and special reports as the Board
may request; and
(g) will treat confidentially and as proprietary information of the
Trust all records and other information relative to 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 Trust, which
approval shall not be unreasonably withheld and may not be
withheld and will be deemed granted where the 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).
5. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser hereunder
are deemed not to be exclusive, and the Adviser shall be free to furnish
similar services to others so long as its services under this Agreement are
not impaired thereby.
6. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the 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 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.
7. EXPENSES. During the term of this Agreement, the 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 Funds.
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8. COMPENSATION. For the services provided to the Fund and the expenses
assumed pursuant to this Agreement, the Trust will pay the Adviser from the
assets belonging to the Fund and the Adviser will accept as full
compensation therefore fees, computed daily and paid monthly, at an annual
rate based on the average daily net assets as stated on Schedule 1 of this
Agreement.
During the term of this Agreement, any such compensation payable to
the Adviser shall be held in an interest bearing escrow account with the
Trust's custodian, PFPC Trust Company, pursuant to the terms of an Escrow
Agreement approved by the Board of Trustees of the Trust. If, during the
term of this Agreement, a new advisory agreement with the Adviser is
approved by a majority of each Fund's outstanding voting securities, then
the amount held in the escrow account (plus interest and income earned
thereon and proceeds thereof) shall be paid to the Adviser with respect to
the approved Fund. If, however, a new advisory agreement is not approved by
a majority of the Funds' outstanding voting securities (as defined in the
1940 Act), then the Adviser shall be entitled to the lesser of: (i) any
costs incurred in performing this Agreement (plus interest and income
earned thereon and proceeds thereof) or (ii) the total amount held in the
escrow account (plus interest and income earned thereon and proceeds
thereof).
9. LIMITATION OF LIABILITY. The Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Trust 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 Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties under
this Agreement.
10. DURATION AND TERMINATION. This Agreement will become effective with
respect to a Fund on the date hereof. Unless terminated as herein provided
and subject to all of the other terms and conditions hereof, this Agreement
shall remain in full force and effect until the first of the following to
occur: the effective date of a new advisory agreement relating to the
Adviser's management of the Funds which has been approved by a majority of
the Funds' outstanding voting securities, or the 151st calendar day
following the date hereof. Notwithstanding the foregoing, this Agreement
may be terminated at any time with respect to a Fund, without the payment
of any penalty, by the Trust (by the Trust's Board of Trustees or by vote
of a majority of the outstanding voting securities of such Fund), or by the
Adviser on 60 days' written notice. 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 meaning of such terms in the 1940
Act.)
11. 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
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sought. No amendment of this Agreement shall be effective with respect to a
Fund until approved by vote of a majority of the outstanding voting
securities of such Fund.
12. 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 Ohio law.
13. NAMES. The names "ALLEGIANT ADVANTAGE FUND" and "Trustees of ALLEGIANT
ADVANTAGE FUND" 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 May 18, 1993 which is hereby referred to
and a copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and the principal office of the Trust. The
obligations of "ALLEGIANT ADVANTAGE FUND" entered into in the name or on
behalf thereof by any of the Trustees, representatives or agents are made
not individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, or representatives 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.
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.
ALLEGIANT ADVANTAGE FUND
BY:
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Name:
Title:
PNC CAPITAL ADVISORS, LLC
BY:
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Name:
Title:
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SCHEDULE 1
ALLEGIANT ADVANTAGE FUND
INTERIM ADVISORY AGREEMENT
INVESTMENT ADVISORY FEE
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Allegiant Advantage Institutional Money Market Fund 0.15%
