EXHIBIT 5
INVESTMENT ADVISORY AGREEMENT
Agreement made as of the 4th day of August, 1995, between The Jefferson
Fund Group Trust, a Delaware business trust (the "Trust"), and Uniplan, Inc., a
Wisconsin corporation (the "Adviser").
W I T N E S S E T H :
WHEREAS, the Trust is in the process of registering with the Securities and
Exchange Commission as an open-end management investment company under the
Investment Company Act of 1940 (the "Act");
WHEREAS, the Trust desires to retain the Adviser, which is an investment
adviser registered under the Investment Advisers Act of 1940 as its investment
adviser.
NOW, THEREFORE, the Trust and the Adviser do mutually promise and agree as
follows:
1. Employment. The Trust hereby employs the Adviser to manage the
----------
investment and reinvestment of the assets of Jefferson Growth and Income Fund
(the "Fund") for the period and on the terms set forth in this Agreement. The
Adviser hereby accepts such employment for the compensation herein provided and
agrees during such period to render the services and to assume the obligations
herein set forth.
2. Authority of the Adviser. The Adviser shall supervise and manage the
------------------------
investment portfolio of the Fund, and, subject to such policies as the trustees
of the Trust may determine for the Fund, direct the purchase and sale of
investment securities in the day to day management of the Fund. The Adviser
shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Trust or Fund in any way or otherwise be deemed an
agent of the Trust or Fund. However, one or more shareholders, officers,
directors or employees of the Adviser may serve as trustees and/or officers of
the Trust, but without compensation or reimbursement of expenses for such
services from the Trust. Nothing herein contained shall be deemed to require
the Trust to take any action contrary to its Certificate of Trust or Trust
Instrument, dated January 20, 1995, or any applicable statute or regulation, or
to relieve or deprive the trustees of the Trust of their responsibility for, and
control of, the affairs of the Trust or the Fund.
3. Expenses. The Adviser, at its own expense and without reimbursement
--------
from the Fund, shall furnish office space, and all necessary office facilities,
equipment and executive personnel for managing the investments of the Fund. The
Adviser shall pay the salaries and fees of all officers and trustees of the
Trust affiliated with the Adviser. Fees paid for attendance at meetings of the
Trust's trustees to trustees of the Trust who are not interested persons of the
Adviser, as defined in the Act, as amended, shall be borne by the Trust. The
Fund shall bear all other expenses initially incurred by it, provided that the
total expenses borne by the Fund, including the Adviser's fee but excluding all
federal, state and local taxes, interest, brokerage commissions and
extraordinary items, shall not in any year exceed that percentage of the average
net asset value of the Fund for such year, as determine by valuations made as of
the close of each business day, which is the most restrictive percentage
provided by the state laws of the various states in which the Trust's shares are
qualified for sale. The expenses of the Trust's operations borne by the Trust
include by way of illustration and not limitation, the costs of preparing and
printing its registration statements required under the Securities Act of 1933
and the Act (and amendments thereto), the expense of registering its shares with
the Securities and Exchange Commission and in the various states, the printing
and distribution cost of prospectuses mailed to existing shareholders, trustee
and officer liability insurance, reports to shareholders, reports to government
authorities and proxy statements, interest charges, taxes, legal expenses,
salaries of administrative and clerical personnel, association membership dues,
auditing and accounting services, insurance premiums, brokerage and other
expenses connected with the execution of portfolio securities transactions, fees
and expenses of the custodian of the Fund's assets, expenses of calculating the
net asset value and repurchasing and redeeming shares, charges and expenses of
dividend disbursing agents, registrars and stock transfer agents and the cost of
keeping all necessary shareholder records and accounts.
The Fund shall monitor its expense ratio on a monthly basis. If the accrued
amount of the expenses of the Fund exceed the expense limitation established
herein, the Fund shall create an account receivable from Xxxxxx and Xxxxxxx,
Inc. (the "Distributor").
4. Compensation of the Adviser. For the services and facilities to be
---------------------------
rendered and the charges and expenses to be assumed by the Adviser hereunder,
the Fund shall pay to the Adviser an advisory fee, paid monthly, based on the
average net asset value of the Fund, as determined by valuations made as of the
close of each business day of the month. The advisory fee shall be .60% per
annum of the first $500,000,000 of the Fund's average net asset value, .50% per
annum of the next $500,000,000 of the Fund's average net asset value and .40%
per annum of the Fund's average net asset value exceeding $1,000,000,000. For
any month in which this Agreement is not in effect for the entire month, such
fee shall be reduced proportionately on the basis of the number of calendar days
during which it is in effect and the fee computed upon the average net asset
value of the business days during which it is so in effect.
5. Ownership of Shares of the Fund. Except in connection with the
-------------------------------
initial capitalization of the Fund, the Adviser shall not take, and shall not
permit any of its shareholders, officers, directors or employees to take, a long
or short position in the shares of the Fund, except for the purchase of shares
of the Fund for investment purposes at the same price as that available to the
public at the time of purchase.
6. Exclusivity. The services of the Adviser to the Trust hereunder are
-----------
not to be deemed exclusive and the Adviser shall be free to furnish similar
services to others as long as the services hereunder are not impaired thereby.
7. Liability. In the absence of willful misfeasance, bad faith, gross
----------
negligence or reckless disregard of obligations or duties hereunder on the part
of the Adviser, the Adviser shall not be subject to liability to the Fund or the
Trust or to any shareholder of the Fund for any act or omission in the course
of, or connected with, rendering services hereunder, or for any losses that may
be sustained in the purchase, holding or sale of any security.
8. Brokerage Commissions. The Adviser may cause the Fund to pay a
---------------------
broker-dealer which provides brokerage and research services, as such services
are defined in Section 28(e) of the Securities Exchange Act of 1934 (the
"Exchange Act"), to the Adviser, a commission for effecting a securities
transaction in excess of the amount another broker-dealer would have charged for
effecting such transaction, if the Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of brokerage and
research services provided by the executing broker-dealer viewed in terms of
either that particular transaction or its overall responsibilities with respect
to the accounts as to which it exercises investment discretion (as defined in
Section 3(a)(35) of the Exchange Act).
9. Amendments. This Agreement may be amended by the mutual consent of
----------
the parties; provided, however, that in no event may it be amended without the
approval of the trustees of the Trust in the manner required by the Act, and, if
required by the Act, by the vote of the majority of the outstanding voting
securities of the Fund, as defined in the Act.
10. Termination. This Agreement may be terminated at any time, without
------------
the payment of any penalty, by the trustees of the Trust or by a vote of the
majority of the outstanding voting securities of the Fund, as defined in the
Act, upon giving sixty (60) days' written notice to the Adviser. This Agreement
may be terminated by the Adviser at any time upon the giving of sixty (60) days'
written notice to the Trust. This Agreement shall terminate automatically in
the event of its assignment (as defined in Section 2(a)(4) of this Act).
Subject to prior termination as hereinbefore provided, this Agreement shall
continue in effect for two (2) years from the date hereof and indefinitely
thereafter, but only so long as the continuance after such two (2) year period
is specifically approved annually by: (I) the trustees of the Trust or by the
vote of the majority of the outstanding voting securities of the Fund, as
defined in the Act; and (ii) the trustees of the Trust in the manner required by
the Act, provided that any such approval may be made effective not more than
sixty (60) days thereafter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day first above written.
UNIPLAN, INC.
(the "Adviser")
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Its: President
THE JEFFERSON FUND GROUP TRUST
(the "Trust")
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------
Its: Chairman
