CCMI Funds
INVESTMENT ADVISORY CONTRACT
This Contract is made this ____ day of _________, 2004, between
Commerce Capital Management, Inc., an investment adviser having its principal
place of business in Memphis, Tennessee (the "Adviser"), and CCMI Funds, a
Massachusetts business trust having its principal place of business in
Indianapolis, Indiana (the "Trust").
WHEREAS, the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as such
with the Securities and Exchange Commission; and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
The Trust hereby appoints Adviser as Investment Adviser for
each of the portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the direction of the
Trustees of the Trust, Adviser shall provide investment research and supervision
of the investments of each of the Funds and conduct a continuous program of
investment evaluation and of appropriate sale or other disposition and
reinvestment of each Fund's assets.
Adviser, in its supervision of the investments of each of
the Funds will be guided by each
of the Fund's investment objective and policies and the provisions and
restrictions contained in the Declaration of Trust and By-Laws of the Trust and
as set forth in the Registration Statement and exhibits as may be on file with
the Securities and Exchange Commission.
Each Fund shall pay or cause to be paid all of its own
expenses and its allocable share of
Trust expenses, including without limitation, the expenses of organizing the
Trust and continuing its existence; fees and expenses of Trustees and officers
of the Trust; fees for investment advisory services and administrative personnel
and services; fees and expenses of preparing and filing its Registration
Statements under the Securities Act of 1933 and the Investment Company Act of
1940 and any amendments thereto; expenses of registering and qualifying the
Trust, the Funds and shares ("Shares") of the Funds under Federal and state laws
and regulations; expenses of preparing, printing and distributing prospectuses
(and any amendments thereto) to current shareholders; interest expense, taxes,
fees and commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of custodians,
transfer agents, dividend disbursing agents, shareholder servicing agents, and
registrars; printing and mailing costs, auditing, accounting and legal expenses;
reports to shareholders and governmental officers and commissions; expenses of
meetings of Trustees and shareholders and proxy solicitations therefore;
insurance expenses; association membership dues; and such nonrecurring items as
may arise, including all losses and liabilities incurred in administering the
Trust and the Funds. Each Fund will also pay its allocable share of such
extraordinary expenses as may arise including expenses incurred in connection
with litigation, proceedings, and claims and the legal obligations of the Trust
to indemnify its officers and Trustees and agents with respect thereto.
Each of the Funds shall pay to Adviser, for all services
rendered to such Fund by Adviser
hereunder, the fees set forth in the exhibits attached hereto.
The net asset value of each Fund's Shares as used herein will be calculated
to the nearest 1/10th of one cent.
The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds or classes thereof) to the extent the expenses of any Fund
or a class thereof exceed such lower expense limitation as the Adviser may, by
notice to the Fund, voluntarily declare to be effective.
This Contract shall begin for each Fund as of the date of execution of the
applicable exhibit and shall continue in effect with respect to each Fund
presently set forth on an exhibit (and any subsequent Funds added pursuant to an
exhibit during the initial term of this contract) for two years from the date of
this contract set forth above and thereafter for successive periods of one year,
subject to the provisions for termination and all of the other terms and
conditions hereof if: (a) such continuation shall be specifically approved at
least annually by the vote of a majority of the Trustees of the Trust, including
a majority of the Trustees who are not parties to this Contract or interested
persons of any such party (other than as Trustees of the Trust) cast in person
at a meeting called for that purpose; and (b) Adviser shall not have notified a
Fund in writing at least sixty (60) days prior to the anniversary date of this
Contract in any year thereafter that it does not desire such continuation with
respect to that Fund. If a Fund is added after the first approval by the
Trustees as described above, this Contract will be effective as to that Fund
upon execution of the applicable exhibit and will continue in effect until the
next annual approval of this Contract by the Trustees and thereafter for
successive periods of one year, subject to approval as described above.
Notwithstanding any provision in this Contract, it may be terminated
at any time with respect to any Fund, without the payment of any penalty,
by the Trustees of the Trust or by a vote of a majority of the shareholders
of that Fund on sixty (60) days' written notice to Adviser.
This Contract may not be assigned by Adviser and shall
automatically terminate in the event
of any assignment. Adviser may employ or contract with such other person,
persons, corporation, or corporations at its own cost and expense as it shall
determine in order to assist it in carrying out this Contract.
In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of
obligations or duties under this Contract on the part of Adviser, Adviser shall
not be liable to the Trust or to any of the Funds or to any shareholder for any
act or omission in the course of or connected in any way with rendering services
or for any losses that may be sustained in the purchase, holding, or sale of any
security.
This Contract may be amended at any time by agreement of
the parties provided that the
amendment shall be approved both by the vote of a majority of the Trustees of
the Trust, including a majority of Trustees who are not parties to this Contract
or interested persons of any such party to this Contract (other than as Trustees
of the Trust), cast in person at a meeting called for that purpose, and on
behalf of a Fund by a majority of the outstanding voting securities of such
Fund.
The Trust and CCMI hereby acknowledge that the Trust may
disclose shareholder nonpublic
personal information ("NPI") to CCMI as agent of the Trust and solely in
furtherance of fulfilling CCMI's contractual obligations under the Agreement in
the ordinary course of business to support the Trust and its shareholders.
CCMI hereby agrees to be bound to use and redisclose such NPI only for
the limited purpose of fulfilling its duties and obligations under the
Agreement, for law enforcement and miscellaneous purposes as permitted in 17 CFR
ss.248.15, or in connection with joint marketing arrangements that the Trusts
may establish with CCMI in accordance with the limited exception set forth in 17
CFR ss.248.13.
CCMI further represents and warrants that, in accordance with 17 CFR
ss.248.30, it has implemented, and will continue to carry out for the term of
the Agreement, policies and procedures reasonably designed to:
1. insure the security and confidentiality of records and NPI of Trust
customers,
2. protect against any anticipated threats or hazards to the security or
integrity of Trust customer records and NPI, and
3. protect against unauthorized access to or use of such Trust customer
records or NPI that could result in substantial harm or inconvenience
to any Trust customer.
CCMI may redisclose ss.248.13 NPI only to: (a) the Trust and affiliated
persons of the Trust ("Trust Affiliates"); (b) affiliated persons of CCMI ("CCMI
Affiliates") (which in turn may disclose or use the information only to the
extent permitted under the original receipt); (c) a third party not affiliated
with CCMI or the Trust ("Nonaffiliated Third Party") under the service and
processing (ss.248.14) or miscellaneous (ss.248.15) exceptions, but only in the
ordinary course of business to carry out the activity covered by the exception
under which CCMI received the information in the first instance; and (d) a
Nonaffiliated Third Party under CCMI and joint marketing exception (ss.248.13),
provided CCMI enters into a written contract with the Nonaffiliated Third Party
that prohibits the Nonaffiliated Third Party from disclosing or using the
information other than to carry out the purposes for which the Trust disclosed
the information in the first instance.
CCMI may redisclose ss.248.14 NPI and ss. 248.15 NPI to: (a) the Trust
and Trust Affiliates; (b) CCMI Affiliates (which in turn may disclose the
information to the same extent permitted under the original receipt); and (c) a
Nonaffiliated Third Party to whom the Trust might lawfully have disclosed NPI
directly.
CCMI is obligated to maintain beyond the termination date of the
Agreement the confidentiality of any NPI it receives from the Fund in connection
with the Agreement or any joint marketing arrangement, and hereby agrees that
this Amendment shall survive such termination.
Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees that
the obligations pursuant to this Contract of a particular Fund and of the Trust
with respect to that particular Fund be limited solely to the assets of that
particular Fund, and Adviser shall not seek satisfaction of any such obligation
from any other Fund, the shareholders of any Fund, the Trustees, officers,
employees or agents of the Trust, or any of them.
This Contract shall be construed in accordance with and
governed by the laws of the State
of Indiana.
This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
COMMERCE CAPITAL MANAGEMENT, INC.
By: __________________________________________
Name: __________________________________________
Title: __________________________________________
CCMI FUNDS
By: __________________________________________
Name: __________________________________________
Title: __________________________________________
EXHIBIT A
CCMI Equity Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
..85 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of .85 of 1% applied to the daily
net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
EXHIBIT B
CCMI Bond Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
..60 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of .60 of 1% applied to the daily
net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
EXHIBIT C
CCMI Tax-Exempt North Carolina Bond Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
..40 of 1% of the average daily net assets of the Fund.
The portion of the fee based upon average daily net assets of the Fund shall be
accrued daily at the rate of 1/365th of .40 of 1% applied to the daily net
assets of the Fund. The advisory fee so accrued shall be paid to Adviser
monthly.
