Exhibit 99 (d)(1)(i)
FORM OF AMENDED AND RESTATED
INVESTMENT ADVISORY AND
MANAGEMENT SERVICES AGREEMENT
This Agreement made this 23rd day of February, 1980, as amended December 1,
1996 and as further amended and restated the 21st day of May, 2003, by and
between EQUITRUST MONEY MARKET FUND, INC., a Maryland corporation (the "Fund"),
and EQUITRUST INVESTMENT MANAGEMENT SERVICES, INC., a Delaware corporation
("EquiTrust");
WHEREAS, the original Agreement between the Fund and EquiTrust made
February 23, 1980 was approved by the vote of at least a majority (as defined in
the Investment Company Act of 1940 ("ICA")) of the outstanding shares of the
Fund and was later amended on December 1, 1996;
WHEREAS, the Fund and EquiTrust wish to amend and restate the original
Agreement as amended (i) to reflect the current names of the Fund and EquiTrust,
and (ii) to make other minor modifications; and it is amended and restated
hereby:
WITNESSETH:
In consideration of the mutual covenants herein contained, it is agreed as
follows:
1. ADVISORY SERVICES. EquiTrust shall furnish investment research and
advice to the Fund and shall manage the investment and reinvestment of the
assets of the Fund and the conduct of its investment business, and matters
incidental thereto, all subject to the supervision of the Board of Directors of
the Fund (the "Board"), and the provisions of the Articles of Incorporation and
By-Laws of the Fund and any resolutions adopted by the Board of Directors of the
Fund. EquiTrust shall for all intents and purposes herein provided be deemed an
independent contractor and nothing in this agreement shall be construed to
constitute EquiTrust an agent of the Fund unless expressly provided herein. The
Fund shall be free to retain at its expense other persons to furnish it with any
services whatsoever, including, without limitation, statistical, factual or
technical information or advice. The services of EquiTrust herein provided are
not to be deemed exclusive and EquiTrust shall be free to render similar
services or other services to others as long as its services hereunder shall not
be impaired thereby.
2. LIMITATIONS ON ADVISORY SERVICES. EquiTrust shall perform the services
under this Agreement subject to the supervision and review of the Board and in a
manner consistent with the objectives, policies and restrictions of the Fund as
stated in its Registration Statement, as amended from time to time, the
provisions of the ICA and the applicable requirements of the Internal Revenue
Code of 1986.
3. DUTIES OF ADVISER. In carrying out its obligations to manage the
investment and reinvestment of the assets of the Fund, EquiTrust shall, as
appropriate and consistent with the limitations set forth in Paragraph 2 hereof:
(a) perform research and obtain and evaluate pertinent economic,
statistical and financial data relevant to the investment
policies of the Fund as set forth in the
prospectus for the Fund, as amended from time to time;
(b) make and carry out day-to-day decisions to acquire or dispose of
permissible investments, manage the investments and any other
property of the Fund, and provide or obtain such services as may
be necessary in managing, acquiring or disposing of investments;
and
(c) determine the composition of the assets of the Fund, including
the purchase, retention or sale of the securities and cash
contained in the Fund.
4. REPORT TO BOARD. EquiTrust, either through persons employed by it or at
its expense, shall furnish to the Board at least once every quarter a schedule
of investments and other assets held in the Fund and a statement of all
purchases and sales for the Fund, made during the period since the last report.
5. RECORDS. EquiTrust agrees to preserve for the period prescribed by the
rules and regulations of the Securities and Exchange Commission all records
EquiTrust maintains for the Fund as are required to be maintained pursuant to
said rules. EquiTrust agrees that all such records shall be the property of the
Fund and shall be made available, within five (5) business days of the request,
to the Fund's accountants or auditors during regular business hours at
EquiTrust's offices upon prior written notice. In the event of termination of
this Agreement for any reason, all such records shall be returned promptly to
the Fund, free from any claim or retention of rights by EquiTrust. In addition,
EquiTrust will provide any materials, reasonably related to the investment
advisory services provided hereunder, as may be reasonably requested in writing
by the Board or officers of the Fund or as may be required by any governmental
agency having jurisdiction.
6. EXPENSES. EquiTrust shall at its expense furnish the Fund with office
space (in the offices of EquiTrust, or other such place or places as may be
agreed upon by the parties) and such office facilities, simple business
equipment, advisory, research and statistical facilities and clerical services
and personnel as may be necessary to administer the investment business of the
Fund. EquiTrust shall arrange, if desired by the Fund, for officers or employees
of EquiTrust to serve without salary from the Fund as Directors, officers or
agents of the Fund if duly elected or appointed to such positions by the
shareholders of the Fund or by the Board thereof and subject to their individual
consent and to any limitations imposed by law. EquiTrust will not be required to
pay any other expenses of the Fund other than those expressly enumerated herein;
and in particular, but without limiting the generality of the foregoing,
EquiTrust will not be required to pay any of the following Fund expenses: (1)
expenses for services rendered by a custodian including those for the
safekeeping of the Fund's securities or other property and for keeping its books
of account, (2) charges and expenses of independent auditors, legal counsel, any
transfer or dividend disbursing agent or any registrar of the Fund, (3) costs of
acquiring and disposing of portfolio securities, (4) interest, if any, on the
obligations incurred by the Fund, (5) the cost of calculating the net asset
value of the Fund as provided in the Articles of Incorporation and By-Laws of
the Fund and corporate reports, (6) membership dues in the Investment Company
Institute or any similar organization, (7) the cost of reports, notices to
shareholders and other shareholder communications and other like miscellaneous
expenses, (8) expenses of any registration and qualification of shares of the
Fund for sale under federal securities laws and the securities laws of any state
or other jurisdiction, (9) telephone and personnel costs incurred by EquiTrust
and allocable to the above, (10) taxes and fees
payable to federal, state or other governmental agencies on account of the
registration of securities issued by the Fund or otherwise, and (11) expenses of
underwriting and selling shares of stock issued by the Fund. The Fund shall not
pay or incur any obligation for any management or administrative expenses for
which the Fund intends to seek reimbursement from EquiTrust as herein provided
without first obtaining the written approval of EquiTrust.
7. COMPENSATION. For the services to be rendered and the charges and
expenses assumed and to be paid by EquiTrust as provided herein, the Fund shall
pay to EquiTrust compensation at the annual rate of 0.25% (25/100 of 1%) of
average net assets of the Fund. Compensation under this agreement shall be
calculated and accrued for each business day by applying the annual rate to the
net assets of the Fund as of the close of the last business day preceding the
day for which the fee is being calculated, and dividing the sum so computed by
the number of business days in the fiscal year. The fees thus accrued shall be
payable monthly, provided that such compensation shall be paid proportionately
for any other period ending with the termination of this agreement.
8. FUND TRANSACTIONS AND BROKERAGE. EquiTrust agrees to determine the
securities to be purchased or sold by the Fund, subject to the provisions of
Paragraphs 2 and 3 above, and to place orders pursuant to its determinations
either directly with the issuer, with any broker-dealer or underwriter that
specializes in the securities for which the order is made, or with any other
broker or dealer selected by EquiTrust, subject to the following limitations.
EquiTrust is authorized to select the brokers or dealers that will execute
the purchases and sales of securities for the Fund and will use its best efforts
to obtain the most favorable price and efficient execution of the Fund's orders,
taking into account all appropriate factors, including: price; dealer spread or
commission, if any; size and difficulty of the transaction; the nature of the
market for the security; the reliability, financial condition and general
execution and operational capabilities of the broker-dealer; and the research,
statistical, and economic data or facilities furnished by the broker-dealer to
the Fund.
If, in the judgment of EquiTrust, the Fund would be benefited by
supplemental investment research, EquiTrust is authorized to pay reasonable fees
for such information. The expenses of EquiTrust may not necessarily be reduced
as a result of receipt of such supplemental information. EquiTrust or any of its
affiliates may also use any investment research obtained for the benefit of the
Fund in providing investment advice to its other investment advisory accounts.
9. AVOIDANCE OF INCONSISTENT POSITION. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither EquiTrust nor
any officer, director or shareholder of EquiTrust shall act as principal or
receive any commission other than its compensation provided for in this
Agreement. Such limitation, however, shall not prohibit the payment of the usual
and customary brokerage commissions to any of such parties in the proper case.
EquiTrust agrees that in all matters relating to the management of the
investment of the assets of the Fund it will act in conformity with the Articles
of Incorporation and By-Laws of the Fund and any resolutions adopted by the
Board. It is understood and agreed that EquiTrust, by virtue of a separate
agreement or agreements with the Fund, may also act as underwriter, distributor,
transfer agent and/or shareholder service agent for the Fund, and/or perform
accounting services for the Fund, and may be compensated therefor.
The same securities held by the Fund may also be held by separate
investment accounts or other investment companies for which EquiTrust may act as
an adviser or by EquiTrust or its affiliates. Because of different investment
objectives or other factors, a particular security may be bought by EquiTrust or
its affiliates or for one or more clients when one or more clients are selling
the same security. If purchases or sales of securities for the Fund or other
entities for which EquiTrust or its affiliates act as investment adviser or for
their advisory clients arise for consideration at or about the same time, the
Fund agrees that EquiTrust may make transactions in such securities, in such
manner as is deemed equitable to all. To the extent that transactions on behalf
of more than one client of EquiTrust during the same period may increase demand
for securities being purchased or the supply of securities being sold, the Fund
recognizes that there may be an adverse effect on price.
It is agreed that, on occasions when EquiTrust deems the purchase or sale
of a security to be in the best interests of the Fund as well as other accounts
or companies, it may, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be sold
or purchased for the Fund with those to be sold or purchased for other accounts
or companies in order to obtain favorable execution and lower brokerage
commissions. In that event, allocation of the securities purchased or sold, as
well as the expenses incurred in the transaction, will be made by EquiTrust in
the manner it considers to be most equitable and consistent with its fiduciary
obligations to the Fund and to such other accounts or companies. The Fund
recognizes that in some cases this procedure may adversely affect the size of
the position obtainable for the Fund.
10. LIMITATION OF LIABILITY OF ADVISER. EquiTrust shall not be liable for
any error of judgment or mistake of law, or for any loss suffered by the Fund in
connection with the matters to which this agreement relates, except loss to the
Fund resulting from willful misfeasance, bad faith or gross negligence on the
part of EquiTrust in the performance of its obligations and duties or by reason
of its reckless disregard of its obligations and duties under this Agreement,
except to the extent otherwise provided by law. It is understood that the
officers, Directors, agents and shareholders of the Fund are or may become
interested in EquiTrust as officers, directors, agents, shareholders or
otherwise, and that the officers, directors, shareholders and agents of
EquiTrust may become similarly interested in the Fund; and that the existence of
any such dual interest shall not affect the validity of this Agreement or any
transaction hereunder except as provided in the Articles of Incorporation or
By-Laws of the Fund or Articles of Incorporation of EquiTrust, or by the
specific provisions of applicable law . Any person, even though also employed by
EquiTrust, who may be or become an employee of and paid by the Fund shall be
deemed, when acting within the scope of his employment by the Fund, to be acting
in such employment solely for the Fund and not as an employee or agent of
EquiTrust.
11. EFFECTIVE DATE AND TERM. This Agreement shall become effective on the
date hereof and shall continue until the close of business on November 15, 1981
and from year to year thereafter, but only so long as such continuance is
approved at least annually in a manner consistent with the ICA. It may be
terminated at any time without payment of any penalty by vote of the Board or by
vote of the holders of a majority of the outstanding shares of the Fund as
defined under the ICA or by EquiTrust on sixty (60) days' written notice to the
other party. This Agreement may also be terminated at any time without payment
of any penalty by vote of the Board in the event that it shall have been
established by a court of competent jurisdiction that EquiTrust or any officer
or director of EquiTrust has taken any action which results in a breach of the
covenants of EquiTrust set forth herein. This
Agreement shall automatically terminate in the event of its assignment within
the meaning of such term under the ICA.
No provision of this Agreement may be changed, waived, discharged 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. Any amendment of this Agreement shall be subject to the ICA.
12. NOTICES. Any notices under this Agreement shall be in writing addressed
and delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
13. MISCELLANEOUS. The captions in this Agreement are included for
convenience or reference only and in no way decline or limit any of the
provisions hereof or otherwise effect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the Fund and EquiTrust have caused this Agreement to be
executed in their names and on their behalf and under their corporate seals by
and through their duly authorized officers all on the day and year first above
written.
EQUITRUST MONEY MARKET FUND, INC.
By: /s/ Xxxxx X. Xxxx
Its President
ATTEST:
/s/ Xxxxxx Xxxxxx
Its Secretary
EQUITRUST INVESTMENT MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Its President
ATTEST:
/s/ Xxxxxx Xxxxxx
Its Secretary
