INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made as of December 30, 2005, 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 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.
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
June 30, 2007.
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/ Xxxx Xxxxxxxx
--------------------------
Xxxx Xxxxxxxx
Title: President
INVESTORS MANAGEMENT GROUP, LTD.
By:/s/ Xxxx Xxxxxxxx
--------------------------
Xxxx Xxxxxxxx
Title: President
Schedule A
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.
* All fees are computed daily and paid monthly.
