IPC Advisors, Inc. (formerly WWW Advisors, Inc.)
000 Xxxxxxxxxx Xxxxx, Xxxxx 00
Xxxxxxxxx, XX 00000
Dear Sirs:
IPC Funds (formerly WWW Trust) (the "Trust"), with respect to
the series named on Schedule 1, as such Schedule may be renamed from
time to time (the "Series"), herewith confirms its agreement with you as
follows:
The Trust desires to employ its capital by investing and reinvesting
the same in investments of the type and in accordance with the limitations
specified in its charter documents and in its Prospectus and Statement of
Additional Information as from time to time in effect, copies of which
have been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Board of Trustees of
the Trust (the "Board"). The Trust desires to employ you to act as its
investment adviser and manager.
In this connection it is understood that from time to time you will
employ or associate with yourself such person or persons as you may
believe to be particularly fitted to assist you in the performance of this
Agreement. Such person or persons may be officers or employees who are
employed by both you and the Trust. The compensation of such person or
persons shall be paid by you and no obligation may be incurred on the
Trust's behalf in any such respect.
Subject to the supervision and approval of the Trust's Board, you
will manage the business affairs of the Trust including, but not limited to,
providing investment management of the Series' portfolio in accordance
with the Series' investment objectives and policies as stated in the Trust's
Prospectus and Statement of Additional Information as from time to time
in effect. In connection therewith, you will obtain and provide investment
research and will supervise the Series' investments and conduct a
continuous program of investment, evaluation and, if appropriate, sale and
reinvestment of the Series' assets. You will furnish to the Trust such
statistical information, with respect to the investments which a Series may
hold or contemplate purchasing, as the Trust may reasonably request. The
Trust wishes to be informed of important developments materially
affecting any Series' portfolio and shall expect you, on your own
initiative, to furnish to the Trust from time to time such information as you
may believe appropriate for this purpose.
In performing your duties, you shall provide such office space,
such bookkeeping, accounting, internal legal, clerical, secretarial and
administrative services (exclusive of, and in addition to, any such services
provided by any others retained by the Trust) and such executive and other
personnel as shall be necessary for the operations of the Trust.
You shall exercise your best judgment in rendering the services to
be provided to the Trust hereunder, and the Trust agrees as an inducement
to your undertaking the same that you shall not be liable hereunder for any
error of judgment or mistake of law or for any loss suffered one or more
Series, provided that nothing herein shall be deemed to protect or purport
to protect you against any liability to the Trust or a Series or to its
security holders to which you would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the performance of your duties
hereunder or by reason of your reckless disregard of your obligations or
duties hereunder (hereinafter "Disabling Conduct").
In consideration of services rendered pursuant to this Agreement,
the Trust will pay you in accordance with the methodology described on
Schedule 2 hereto. Net asset value shall be computed on such days and at
such time or times as described in the Trust's then-current Prospectus and
Statement of Additional Information. The fee for the period from the date
of the commencement of sales of a Series' shares to the end of the month
during which such sales shall have been commenced shall be pro-rated
according to the proportion which such period bears to the full monthly
period, and upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of
the Series' net assets shall be computed in the manner specified in the
Trust's charter documents for the computation of the value of the Series'
net assets.
Your compensation shall be held in an interest-bearing escrow
account with the Trust's custodian. If (i) a majority of the Series'
outstanding voting securities approves this Agreement or another advisory
agreement with you within 150 days of the effective date of this
Agreement or (ii) pursuant to Article IX, Section 5 of the Trust's
Amended and Restated Declaration of Trust, the Series is terminated
within 150 days of the effective date of this Agreement, then the amount
in the escrow account attributable to the Series (including interest earned
on such amount) shall be paid to you. If none of the events described in
the preceding sentence occurs within 150 days of the effective date of this
Agreement, you shall be paid, out of the escrow account, the lesser of:
(i) any costs incurred by you in performing services for the Series under
this Agreement (plus interest earned on such amount) or (ii) the total
amount in the escrow account attributable to the Series (plus interest
earned on such amount).
You will bear all expenses in connection with the performance of
your services under this Agreement. All other expenses to be incurred in
the operation of the Trust will be borne by the Trust, except to the extent
specifically assumed by you. The expenses to be borne by the Trust
include, without limitation, the following: organizational costs, taxes,
interest, brokerage fees and commissions, fees of Board members who are
not officers, directors or employees of you or your affiliates, Securities
and Exchange Commission fees, state Blue Sky qualification fees,
advisory, administrative and fund accounting fees, charges of custodians,
transfer and dividend disbursing agents' fees, insurance premiums,
industry association fees, outside auditing and legal expenses, costs of
maintaining the Trust's existence, costs of independent pricing services,
costs attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of shareholders' reports and
meetings, costs of preparing and printing prospectuses and statements of
additional information, amounts payable under the Series' Distribution
and Shareholder Servicing Plan (the "Plan") and any extraordinary
expenses.
The Trust understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts, and the
Trust has no objection to your so acting, provided that when the purchase
or sale of securities of the same issuer is suitable for the investment
objectives of two or more companies or accounts managed by you which
have available funds for investment, the available securities will be
allocated in a manner believed by you to be equitable to each company or
account.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit
or restrict your right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of
whatever kind or nature.
Any person, even though also your officer, director, partner,
employee or agent, who may be or become an officer, Board member,
employee or agent of the Trust, shall be deemed, when rendering services
to the Trust or acting on any business of the Trust, to be rendering such
services to or acting solely for the Trust and not as your officer, director,
partner, employee, or agent or one under your control or direction even
though paid by you.
The Trust will indemnify you and each of your officers, directors,
employees and agents (each, an "indemnitee") against, and hold each
indemnitee harmless from, any and all losses, claims, damages, liabilities
or expenses (including reasonable counsel fees and expenses) not resulting
from Disabling Conduct by the indemnitee. Indemnification shall be made
only following: (i) a final decision on the merits by a court or other body
before whom the proceeding was brought that the indemnitee was not
liable by reason of Disabling Conduct or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that
the indemnitee was not liable by reason of Disabling Conduct by (a) the
vote of a majority of a quorum of Board members who are neither
"interested persons" of the Trust nor parties to the proceeding
("disinterested non-party Board members") or (b) an independent legal
counsel in a written opinion. Each indemnitee shall be entitled to advances
from the Trust for payment of the reasonable expenses incurred by it in
connection with the matter as to which it is seeking indemnification in the
manner and to the fullest extent permissible under the Ohio General
Corporation Law. Each indemnitee shall provide to the Trust a written
affirmation of its good faith belief that the standard of conduct necessary
for indemnification by the Trust has been met and a written undertaking to
repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the indemnitee shall
provide security in form and amount acceptable to the Trust for its
undertaking; (b) the Trust is insured against losses arising by reason of the
advance; or (c) a majority of a quorum of disinterested non-party Board
members, or independent legal counsel, in a written opinion, shall have
determined, based on a review of facts readily available to the Trust at the
time the advance is proposed to be made, that there is reason to believe
that the indemnitee will ultimately be found to be entitled to
indemnification. No provision of this Agreement shall be construed to
protect any Board member or officer of the Trust, or any indemnitee, from
liability in violation of Sections 17(h) and (i) of the Investment Company
Act of 1940, as amended (the "1940 Act").
This Agreement shall be effective as of July 20, 2004. This
Agreement shall continue in effect, unless sooner terminated as hereinafter
provided, for a period of no more than 150 days following the effective
date of this Agreement. This Agreement is terminable without penalty
(i) on 10 calendar days' notice by the Trust's Board, (ii) on 10 calendar
days' notice by vote of holders of a majority of the Series' shares, or
(iii) upon not less than 90 days' notice by you. This Agreement will
terminate (i) automatically in the event of its assignment (as defined in the
1940 Act) or (ii) upon the effective date of an advisory agreement that has
been approved by a majority of the Series' outstanding voting securities
within 150 days of the effective date of this Agreement.
The Trust recognizes that from time to time your directors, officers
and employees may serve as trustees, directors, partners, officers and
employees of other business trusts, corporations, partnerships or other
entities (including other investment companies), and that such other
entities may include the name "WWW Internet" as part of their name, and
that your corporation or its affiliates may enter into investment advisory or
other agreements with such other entities. If you cease to act as the
investment adviser to the Series designated "WWW Internet Fund", the
Trust agrees that, at your request, the Trust will take all necessary action
to change the name of the Series to a name not including "WWW
Internet" in any form or combination of words.
You agree to act at all times as a fiduciary of the Trust and to
further the interests of the Trust and its shareholders. In this regard, you
agree to follow the instructions of the Trust's Board, including any
instructions provided by a majority of those trustees who are not interested
persons of the Trust, to the extent that such instructions are not
inconsistent with the fiduciary duties that you owe to other persons.
This Agreement has been executed on behalf of the Trust by the
undersigned officer of the Trust in his capacity as an officer of the Trust.
The obligations of this Agreement shall only be binding upon the assets
and property of the Trust and shall not be binding upon any Board
member, officer or shareholder of the Trust individually.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours
IPC FUNDS
By: /s/Xxxxxxxx X. Xxxx
Chairman
Accepted:
IPC ADVISORS, INC.
By: Xxxxx X. Xxxxxx
Vice President
8/18/04
SCHEDULE 1
Name
of
Series
WWW
Internet
Fund
SCHEDULE 2
MANAGEMENT FEE CALCULATION
The Fund will pay you, at the end of each month, a monthly
advisory fee calculated at an annual rate of 0.50% of the Fund's average
daily net assets during such month.
