EXHIBIT (d)(1)
INVESTMENT ADVISORY AGREEMENT
Amended December 1, 2004
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 Xxxxx-Xxxxxxxx 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 Xxxxx-Xxxxxxxx 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.
By: /S/
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Title:
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Investors Management Group, Ltd.
By: /S/
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Title:
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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/
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Title:
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INVESTORS MANAGEMENT GROUP, LTD.
By: /s/
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Title:
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Schedule A to the
Investment Advisory Agreement
Between the Vintage Mutual Funds, Inc. and
Investors Management Group
NAME OF FUND COMPENSATION
------------ ------------
Institutional Money Market 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.
Institutional Reserves 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 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 Growth Fund Annual rate of ninety-five
one-hundredths of one percent
(0.95%) of the average daily net
assets of such Fund.
* All fees are computed daily and paid monthly.
Amended 12/1/04.
