AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDED
AND RESTATED
This
Amended and Restated Investment Advisory Agreement made as of the 14th day of
May 2001, amends and restates the Investment Advisory Agreement initially made
as of the 30th day of June, 1999, by and between New Covenant Funds, a Delaware
business trust (hereinafter called the “Trust”), on behalf of each series of the
Trust listed in Schedule A hereto, as
such may be amended from time to time (hereinafter referred to individually as a
“Fund” and collectively as the “Funds”) and New Covenant Trust Company, N.A., a
national banking association (hereinafter called the “Trust Company”), solely
for the purpose of reflecting the assumption of all of the duties to perform the
investment advisory services as described herein by the Trust Company’s
separately identifiable investment advisory department, the NCF Investment
Department (the “Adviser”).
WHEREAS,
the Trust is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the Trust Company is a national banking association regulated by the Office of
the Comptroller of the Currency; and
WHEREAS,
for purposes of complying with those provisions of the Xxxxx-Xxxxx-Xxxxxx Act
relating to banks that provide investment advisory services to registered
investment companies the Trust Company established the Adviser as a “separately
identifiable department or division” as such term is defined in Section
202(a)(26) of the Investment Advisers Act of 1940; and
WHEREAS,
the Adviser was declared effective as a registered investment adviser by the
Securities and Exchange Commission by order dated April 13, 2001, and the
Adviser is therefore duly qualified and able to provide investment advisory
services to the Trust; and
WHEREAS,
the Board of Trustees of the Trust at a meeting duly called and held on May 14,
2001, approved the Assumption Agreement (a copy of which is attached hereto and
made a part hereof) between the Trust, the Trust Company and the Adviser,
providing for the assumption by the Adviser of all of the Trust Company’s duties
and responsibilities for providing investment advisory services to the Trust;
and
WHEREAS,
the Trust desires to retain the Adviser to render investment advisory services
to the Funds pursuant to the terms and provisions of this Agreement, and the
Adviser is interested in furnishing said services;
NOW,
THEREFORE, in consideration of the mutual agreements and covenants contained in
this Agreement, the parties hereto agree as follows:
1. Appointment. The
Trust hereby appoints the Adviser to act as investment adviser to the Funds for
the period and on the terms and subject to the conditions set forth in this
Agreement. The Adviser 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 that shall
become effective upon its execution and shall supersede any Schedule A having an
earlier date.
2. Investment Advisory
Services: The Adviser shall provide a continuous investment program for
each of the Funds in accordance with each of the Fund’s investment objectives,
policies, and restrictions as stated in such Fund’s most current Prospectus and
Statement of Additional Information, as then in effect, and all amendments or
supplements thereto, and resolutions of the Trust’s Board of Trustees as may be
adopted from time to time. The Adviser further agrees that it:
(a) will
supervise and direct each Fund’s investments and shall have the discretion to
determine from time to time what investments, securities, commodities or
financial futures contracts will be purchased, retained, sold or lent by the
Funds and what portion of the assets will be invested or held uninvested in
cash;
(b) for
purposes of managing the Funds the Adviser may appoint one or more sub-advisers
(“Sub-Advisers”) as provided in Section 3 below to which it may delegate all or
any portion of the responsibilities granted to it herein;
(c) 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;
(d) will
conform with all applicable Rules and Regulations of the Securities and Exchange
Commission (the “Commission”) as they pertain to the registration of the Trust
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 Adviser;
(e) will
place orders pursuant to its investment determinations for the Funds either
directly with the issuer or with an underwriter, market maker or broker or
dealer. The Adviser may delegate this authority to Sub-Advisers duly appointed
by it. In placing orders with brokers and dealers, the Adviser or Sub-Advisers
will attempt to obtain and are hereby directed to obtain prompt execution of
orders in an effective manner at the most favorable price. Consistent
with this obligation, the Adviser or Sub-Advisers may, in their discretion,
effect portfolio securities transactions through brokers and dealers who provide
the Adviser or Sub-Advisers with brokerage and research services (within the
meaning of Section 28(e) of the Securities Exchange Act of
1934). Subject to the review of the Trust’s Board of Trustees from
time-to-time with respect to the extent and continuation of this policy, the
Adviser or Sub-Advisers are authorized to pay a broker or dealer who provides
such brokerage and research services a commission for effecting a securities
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 or Sub-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 either that
particular transaction or the overall responsibilities of the Adviser or
Sub-Adviser with respect to the accounts as to which it exercises investment
discretion. On occasions when the Adviser or Sub-Adviser deems the purchase or
sale of a security to be in the best interest of one or more of the Funds as
well as of other clients, the Adviser or Sub-Adviser, to the extent permitted by
applicable laws and regulations, may aggregate the securities to be so purchased
or sold in order to obtain the most favorable price or lower brokerage
commissions and the most efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser or Sub-Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Funds and to such other clients;
(f) will
maintain, or cause the custodian and Sub-Advisers to maintain, all books and
records with respect to the securities transactions executed for the
Funds;
(g) will
furnish, or cause the Sub-Advisers to furnish, the Trust’s Board of Trustees
such periodic and special reports with respect to each Fund’s investment
activities as the Board may reasonably request; and
(h) will
advise and assist the officers of the Trust in taking such actions as may be
necessary or appropriate to carry out the decisions of the Trust’s Board of
Trustees and of the appropriate committees of such Board regarding the conduct
of the business of the Funds.
3. Sub-Advisers. The
Adviser is authorized to enter into agreements on behalf of the Funds with
Sub-Advisers under which the Sub-Advisers agree to perform all or any portion of
the management and Advisory duties with respect to all or any portion of the
Funds. In the event the Adviser enters into one or more such agreements, the
Sub-Adviser shall be responsible directly to the Adviser for the performance of
such duties as may be imposed upon it by the Sub-Advisory Agreement. The Adviser
will, however, retain the authority and responsibility to monitor and review the
performance of duties of each Sub-Adviser. The Adviser may negotiate contracts
that specify investment fees and provide for payment of such fees directly by
the Adviser, and delegate to the Sub-Advisers responsibility for the day-to-day
operations of the Funds with respect to which the Sub-Advisers are hired,
including any or all of the responsibilities set forth in Section 2 hereof,
except the power to enter into contracts with Sub-Advisers. Each such contract
shall provide that it is terminable by the Adviser, without penalty, upon no
more than sixty (60) days notice to the Sub-Adviser.
4. Expenses. During the
term of this Agreement, the Adviser will pay all expenses incurred by it in
performing its services under this Agreement. The Adviser shall not be liable
for any expenses of the Trust, including without limitation (a) its interest and
taxes, (b) brokerage commissions and other costs in connection with the purchase
or sale of securities or other investment instruments with respect to the Trust
and (c) custodian fees and expenses.
5. Compensation. For the
services provided and the expenses assumed pursuant to this Agreement, each of
the Funds will pay the Adviser and the Adviser will accept as full compensation
therefor a fee set forth on Schedule A hereto.
The obligation to pay the fee to the Adviser will begin as of the respective
dates of the initial sale of shares in the Funds, including any shares sold or
exchanged in connection with a merger, consolidation or reorganization involving
one or more of the Funds. Such fee shall be paid monthly based upon each
respective Fund’s average daily net assets calculated in the manner provided in
the Prospectus and Statement of Additional Information then in
effect.
The fee
shall be accrued daily by each Fund and paid to the Adviser within five (5)
business days after the end of each calendar month. If this Agreement is
terminated before the end of any month, the fee to the Adviser shall be prorated
for the portion of any month in which this Agreement is in effect and shall be
payable within ten (10) days after the date of termination.
6. 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 Funds in connection with the
performance of this Agreement, except 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.
7. Duration and
Termination. This Agreement shall become effective at the time the
Trust’s initial Registration Statement under the Securities Act of 1933 with
respect to the shares of the Trust is declared effective by the Commission and
shall remain in effect for a period of one (1) year, unless sooner terminated as
hereinafter provided. This Agreement shall continue in effect thereafter for
successive one year periods so long as such continuation is approved for each
Fund at least annually by (i) the Board of Trustees of the Trust or by the vote
of a majority of the outstanding voting securities of each Fund, and (ii) the
vote of a majority of the disinterested Trustees, cast in person at a meeting
called for the purpose of voting on such approval.
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
Trust (by vote of the Trust’s Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund) or by the Adviser. This Agreement
will automatically terminate in the event of its assignment. Any notice under
this Agreement shall be given in writing, addressed and delivered or mailed to
the other party at the principal office of such party.
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.
8. Name. The parties
agree that the Adviser has a proprietary interest in the name “New Covenant
Funds” and the Trust agrees to promptly take such action as may be necessary to
delete from its name and/or the name of any Fund any reference to such name
promptly after receipt from the Adviser of a written request
therefore.
9. Adviser’s
Representations. The Adviser hereby represents and warrants
that it is willing and possesses all requisite legal authority to provide the
services contemplated by this Agreement without violation of applicable laws and
regulations.
10. 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.
11. 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 laws of the State of
Indiana.
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.
| NEW COVENANT FUNDS | ||
| By: /s/ Xxxxx Xxxxxxx Xxxxxxx, Xx. | ||
| Name: Xxxxx Xxxxxxx Xxxxxxx, Xx. | ||
| Title: President | ||
| THE NCF INVESTMENT DEPARTMENT OF | ||
| NEW COVENANT TRUST COMPANY, N.A. | ||
| By: /s/ Xxxxxx X. Xxxxxx | ||
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Executive Vice President | ||
Schedule
A
AMENDED
AND RESTATED
between
and
THE
NCF INVESTMENT DEPARTMENT OF
NEW
COVENANT TRUST COMPANY, N.A.
|
Name of
Fund
|
Compensation*
|
|
New
Covenant Growth Fund
|
0.99%
of the average daily net assets of the Fund
|
|
New
Covenant Income Fund
|
0.75%
of the average daily net assets of the Fund
|
|
New
Covenant Balanced Growth Fund
|
None
|
|
New
Covenant Balanced Income Fund
|
None
|
*
All fees are computed and paid monthly.
|
THE
NCF INVESTMENT DEPARTMENT OF
NEW
COVENANT TRUST COMPANY, N.A.
|
|
|
By: /s/ Xxxxxx X.
Xxxxxx
|
By: /s/Xxxxx Xxxxxxx Xxxxxxx,
Xx.
|
|
Name: Xxxxxx X.
Xxxxxx
|
Name: Xxxxx Xxxxxxx Xxxxxxx,
Xx.
|
|
Title: Executive Vice
President
|
Title: President
|
