Exhibit 5
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 15th day of November, 1996 between Insight
Premier Funds, a Massachusetts business trust (the "Trust"), on behalf of its
series (each, a "Fund" and collectively, the "Funds"), and Insight Management,
Inc. (the "Adviser"), registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services to the Funds in the management of each Fund's assets, and the
Adviser is willing to furnish such services for the Trust on the terms
hereinafter set forth;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Adviser to act as
investment adviser to each Fund for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided. In the event
that the Trust establishes one or more series other than the Funds with respect
to which it desires to retain the Adviser to act as investment adviser
hereunder, it shall notify the Adviser in writing. If the Adviser is willing to
render such services under this Agreement it shall notify the Trust in writing
whereupon such series shall become a Fund hereunder and shall be subject to the
provisions of this Agreement except to the extent that said provisions
(including those relating to the compensation payable by the Fund to the
Adviser) are modified with respect to such Fund in writing by the Trust and the
Adviser at the time.
2. Delivery of Documents. The Trust has furnished the Adviser with
copies, properly certified or authenticated, of each of the following:
(a) The Trust's Declaration of Trust as filed with the
Secretary of the Commonwealth of Massachusetts on September 13, 1996
(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 By-Laws (such By-Laws, as presently in effect
and as they shall from time to time be amended, are herein called the
"By-Laws");
(c) Votes of the Trust's Board of Trustees authorizin
the appointment of the Adviser and
approving this Agreement;
(d) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933 (the "1933 Act"), and under the 1940 Act,
relating to shares of beneficial interest of the Trust (herein called
the "Shares") as filed with the Securities and Exchange Commission (the
"SEC") and all amendments thereto; and
(e) The most recent prospectus of the Trust relating to the
Funds (such prospectus together with the related Statement of
Additional Information, as presently in effect and all amendments and
supplements thereto, are herein called the "Prospectus").
The Trust will furnish the Adviser from time to time with copies of all
amendments of or supplements to the foregoing, if any.
3. Management. Subject to the supervision of the Trust's Board of
Trustees, the Adviser will provide a continuous investment program for each
Fund's assets entrusted to it for portfolio management purposes, including
investment research and management with respect to all securities, investments,
cash 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
with respect to the Funds and will place the daily purchase or sale orders. The
Adviser will provide the services rendered by it under this Agreement in
accordance with each Fund's investment objective, policies and restrictions as
stated in the Prospectus and votes of the Trust's Board of Trustees. The Adviser
agrees that it will supply the Trust and its Board of Trustees with reports and
statistical data as requested with respect to the securities that each Fund may
hold or contemplate purchasing.
4. Other Covenants. The Adviser agrees 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 regulations of any other Federal and State
agencies which may now or in the future have jurisdiction over its
activities under this Agreement;
(b) will use its best efforts to seek the best overall terms
available in executing transactions for the Funds and soliciting
brokers or dealers. In assessing the best overall terms available for
any transaction, the Adviser shall consider all factors that it deems
relevant, including, but not limited to, 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 brokers or dealers to execute a particular
transaction, the Adviser may 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 an affiliate of the Adviser
exercises investment discretion. The Adviser is authorized to pay to a
broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for a Fund 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 is 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 in terms of all of the accounts over which the Adviser or any
affiliate of the Adviser exercises investment discretion;
(c) will provide certain executive personnel for the Trust as
may be mutually agreed upon from time to time with the Board of
Trustees, the salaries and expenses of such personnel to be borne by
the Adviser unless otherwise mutually agreed upon;
(d) will, at its own expense, maintain such staff and employ
or retain such personnel and consult with such other persons as may be
necessary to render the services required to be provided by the Adviser
or furnished to the Trust under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Adviser
shall be deemed to include persons employed or otherwise retained by
the Adviser to furnish statistical and other factual data, advice
regarding economic factors and trends, information with respect to
technical and scientific developments, and such other information,
advice and assistance as the Adviser may desire. The Adviser will also
provide such additional management and administrative services as may
be required in connection with the business affairs and operations of
the Trust beyond those furnished by the Trust's administrator;
(e) will bear the cost of rendering the services to be
performed by it under this Agreement, and shall provide the Trust with
such office space, facilities, equipment, clerical help, and other
personnel and services as the Trust shall reasonably require in the
conduct of its business.
5. Services Not Exclusive. The advisory services furnished by the
Adviser hereunder are not to be deemed 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. To the extent that the purchase or sale of
securities or other investments of the same issuer may be deemed by the Adviser
to be suitable for two or more accounts managed by the Adviser, the available
securities or investments may be allocated in a manner believed by the Adviser
to be equitable to each account. The Trust recognizes that in some cases this
procedure may adversely affect the price paid or received by a Fund or the size
of the position obtainable for or disposed of by that Fund.
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 benefit of 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 it
pursuant to Rule 31a-1 under the 1940 Act that are not maintained by others on
behalf of the Trust.
7. Expenses. During the term of this Agreement, the Adviser will pay
all expenses incurred by it in connection with its investment advisory services
under this Agreement other than the cost of securities, commodities and other
investments (including brokerage commissions and other transaction charges, if
any) purchased or sold for a Fund. Each Fund will bear certain other expenses
incurred in its operation, including: organizational expenses; taxes, interest,
brokerage costs and commissions; fees of Trustees of the Trust who are not
officers, directors, or employees of the Adviser, the distributor or
administrator or any of their affiliates; Securities and Exchange Commission
fees; state Blue Sky qualification fees; charges of the administrator, the
custodian, any subcustodians, and transfer and dividend-paying agents; insurance
premiums; auditing, pricing and legal expenses; costs of maintenance of the
Trust's existence; costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the
shareholders of the Funds and of the officers or Board of Trustees of the Trust;
membership fees in trade associations; litigation, indemnification and other
extraordinary or non-recurring expenses.
8. Compensation. For the services provided by the Adviser pursuant to
this Agreement, the Trust will pay the Adviser and the Adviser will accept as
full compensation an investment advisory fee, based upon the average daily net
assets of each Fund, accrued daily and paid monthly as soon as practicable after
the end of each month, at the annual rate set forth below. If the Adviser shall
serve for less than the whole of any month, the foregoing compensation shall be
prorated. The Adviser may, from time to time, waive certain amounts payable
hereunder or reimburse Fund expenses for such period or periods as the Adviser
deems to be advisable.
Insight Growth Fund 0.75%
Insight Moderate Growth Fund 0.75%
Insight Conservative Allocation Fund 0.75%
9. Reimbursement of the Fund. If in any fiscal year the aggregate
expenses of a Fund (as defined under the securities regulations of any state
having jurisdiction over the merits of the offering of Fund Shares) exceed the
expense limitation of any such state, the Adviser will reimburse that Fund for
such excess expenses. The obligation of the Adviser to reimburse a Fund
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
Adviser shall reimburse that Fund for such excess expenses regardless of the
amount of fees paid to it during such fiscal year to the extent that the
securities regulations of any state having jurisdiction over the over the merits
of the offering of Fund Shares so requires. Such expense reimbursement, if any,
will be estimated, reconciled and paid on a monthly basis.
10. Corporate Name. The Trust acknowledges that it uses the name
"INSIGHT" in connection with the Funds and the Trust by consent of the Adviser,
which consent was given in reliance upon the provisions hereafter contained. The
Trust agrees that if the Adviser should cease to be the investment adviser of
the Funds, the Trust will, upon written demand of the Adviser, forthwith delete
from the Funds' name and from the Trust's name the word "INSIGHT" or any
approximation thereof. The Trust further agrees that the Adviser may permit
other persons, partnerships (general or limited), associations, trusts,
corporations or other incorporated or unincorporated groups of persons,
including without limitation any investment company or companies of any type
which may be initially sponsored or organized by the Adviser in the future, to
use the word "INSIGHT" or any approximation thereof as part of their names. As
used in this section, "INSIGHT" and "Insight Management, Inc." and "Adviser"
shall include any successor corporation, partnership, limited partnership, trust
or person.
11. Limitation of Liability. The Adviser shall not be liable for any
error of judgment, mistake of law or for any other loss whatsoever 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 obligation and duties under this
Agreement. The Trust and the Adviser agree that the obligations of the Trust
under this Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Trust, individually, but are binding only upon the assets and
property of the Trust, as provided in the Declaration of Trust. No Fund shall be
liable for the obligations incurred by any other Fund hereunder. The execution
and delivery of this Agreement have been authorized by the Board of Trustees and
a majority of the holders of each Fund's outstanding voting securities, and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the
assets and property of the Trust as provided in the Declaration of Trust.
12. Duration and Termination. This Agreement shall become effective on
November 15, 1996 and, unless sooner terminated as provided herein, shall
continue in effect until June 30, 1998. Thereafter, this Agreement shall be
renewable as to any Fund for successive periods of one year each, provided such
continuance is specifically approved annually:
(a) by the vote of a majority of those members of the Trust's
Board of Trustees who are not interested persons of any such party (as
that term is defined in the 1940 Act), cast in person at a meeting
called for the purpose of voting on such approval; and
(b) by the Trust's Board of Trustees or by vote of a majority
of the outstanding voting securities of such Fund, provided, however,
that if the holders of any one Fund fail to approve the Agreement, the
Adviser may continue to act as investment manager of the Fund(s) which
did approve the Agreement, and may continue to act as investment
manager for the Fund which did not approve the Agreement until new
arrangements are made by such Fund.
Notwithstanding the foregoing, this Agreement may be terminated as to a
Fund at any time, 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 the Fund), or by the Adviser, in each case, on sixty days' prior
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
meanings as such terms have in the 1940 Act.)
13. Amendment of Agreement. This Agreement may be amended as to any
Fund by mutual written consent, but the consent of the Trust must be approved
(a) by vote of a majority of those members of the Board of Trustees of the Trust
who are not parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such amendment,
and (b) if required by the 1940 Act, by vote of a majority of the outstanding
voting securities of that Fund. However, the provisions of this Section 13 shall
not restrict or limit the Adviser's ability to waive its fees or reimburse any
Fund's expenses in accordance with Section 8 of this Agreement.
14. 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 Commonwealth of Massachusetts. This Agreement may be
executed in one or more counterparts, all of which taken together shall be
deemed one original.
ATTEST: INSIGHT PREMIER FUNDS
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxx Xxxxx
Name:Xxxxxxx Xxxxxxxxxx Name:Xxxx Xxxxx
Title:Chief Accounting Officer Title:Vice President and Secretary
ATTEST: INSIGHT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxx
Name:Xxxxxxx Xxxxxxxxxx Name:Xxxx X. Xxxxxx
Title:Chief Accounting Officer Title:President
