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EXHIBIT 5
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INVESTMENT ADVISORY AGREEMENT
BETWEEN
SENTRY FUND, INC.
AND
SENTRY INVESTMENT MANAGEMENT, INC.
THIS AGREEMENT, made this 1st day of March, 1991, between SENTRY FUND, INC., a
Maryland corporation (hereinafter called the "Fund"), and SENTRY INVESTMENT
MANAGEMENT, INC., a Delaware corporation (hereinafter called the "Adviser").
WITNESSETH:
1. The Fund hereby employs the Adviser to manage and direct the investment and
reinvestment of the assets of the Fund, subject to the control of the Board of
Directors of 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, at its own expense, to render
the services and to assume the obligations herein set forth.
2. The Adviser shall for all purposes herein be deemed to be an independent
contractor and except as otherwise expressly provided or authorized, shall have
no authority to act for or represent the Fund in any way or otherwise be deemed
an agent of the Fund.
3. The Fund shall at all times keep the Adviser fully informed as to the
condition of its affairs and has furnished, or will furnish promptly when
effective, the Adviser with the following and all amendments and supplements
thereto from time to time adopted:
(a) Articles of Incorporation of the Fund;
(b) Bylaws of the Fund;
(c) Statement of Rules and Regulations adopted by the Board of
Directors;
(d) Copies of the Fund's Registration Statement filed with the
Securities and Exchange Commission under the Investment
Company Act of 1940;
(e) Copies of the Registration Statement for the Fund's shares filed
with the Securities and Exchange Commission under the
Securities Act of 1933;
(f) Copies of all reports to the Securities and Exchange Commission
and shareholders of the Fund; and
(g) Resolution of the Board of Directors authorizing the execution of
this Agreement by the Fund.
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4. The Adviser shall:
(a) Conduct investment research, obtain and evaluate economic,
statistical and financial data relevant to the investment
policy and the investments of the Fund;
(b) Establish and maintain a complete program, subject to the control
of the Fund's Board of Directors, for the investment of the Fund's
assets in accord with its investment policy;
(c) Implement, execute and supervise the Fund's investment program,
subject to the control of the Fund's Board of Directors, including
the placing of orders for the purchase and sale of securities;
(d) Regularly furnish the Fund, when reasonably requested to do so by
an officer or the Board of Directors, complete reports of all Fund
portfolio transactions and the management of the assets of the
Fund;
(e) Furnish the Fund's Board of Directors, from time to time, if the
Adviser considers it advisable to do so, recommendations regarding
changes in the Fund's investment policy;
(f) Furnish the Fund with office space, facilities and services for
its executive personnel;
(g) Furnish the Fund on a daily basis with a list showing the
quantity, name and value (determined as provided in the Fund's
charter) of the assets in the Fund's portfolio to permit the Fund
to determine net asset value;
(h) Permit such of the Adviser's officers and employees as may be
elected officers and directors of the Fund to serve as such without
expense to the Fund, subject to their individual consent to serve
and to any limitation imposed by law;
(i) Assume and pay or cause to be paid all other expenses incurred by
it in connection with the management of the assets of the Fund; and
(j) Keep all records and books of account which investment advisers
are required to keep under the Investment Company Act of 1940 and
the rules and regulations thereunder.
5. The Adviser agrees to comply with the Fund's Articles of
Incorporation, Bylaws, Rules and Regulations, investment policies as set forth
in the Fund's Registration Statement filed with the Securities and
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Exchange Commission under the Investment Company Act of 1940, now in effect or
as hereafter amended, and all applicable federal or state laws and will, in any
activities undertaken on behalf of the Fund, be subject to any directives of
the Board of Directors or any duly constituted committee thereof or the
President, any Vice President, Secretary or Treasurer of the Fund.
6. Nothing in the previous paragraphs shall require the Adviser to
bear the expense of or to reimburse the Fund for:
(a) The charges of any depositories or custodians appointed by the
Fund for the safekeeping of its cash, securities and other
property;
(b) The charges of any agents for the Fund to issue, redeem and
transfer its shares, to make payment of dividends and for the
performance of other services related to the maintenance of
shareholder records of the Fund;
(c) The charges of independent auditors for the Fund;
(d) All charges for bookkeeping (to the extent that such bookkeeping
services are not rendered by the Adviser in connection with its
management of the assets of the Fund);
(e) Broker's commissions and issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the
Fund is a party;
(f) All taxes and corporate fees payable by the Fund to federal, state
or other governmental agencies;
(g) The cost of printing and mailing notices and reports to the Fund's
stockholders;
(h) The expenses of printing and mailing stock certificates on any
issue of shares by the Fund;
(i) The expenses (including legal expenses) of registering shares of
the Fund under the Securities Act of 1933 and of preparing and
printing post-effective amendments to the Fund's registration
statements;
(j) The expenses (including legal expenses) of qualifying and
maintaining qualification of the shares of the Fund under state or
other securities laws;
(k) All charges for preparing, printing and mailing of sales
literature;
(l) All expenses of stockholders and directors meetings; and
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(m) The charges and expenses of legal counsel for the Fund in
connection with legal matters relating to the Fund, including
without limitation, legal services rendered in connection with the
Fund's corporate existence, the Fund's corporate and financial
structure and relations with its stockholders and the maintenance
of registrations and qualification of its securities under federal,
state and other governmental laws.
Omission of an item of expense in the foregoing enumeration shall in
no way be construed to include such expense in Section 4 except as to such
expenses as are specifically assumed by the Adviser.
7. The Fund shall pay the Adviser for services rendered hereunder a
quarterly fee computed by using the following annual rates, based on the
average daily net asset value of the Fund during the quarter:
Net Asset Value Annual Rate
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First $150,000,000 0.75%
Next $150,000,000 0.60%
Next $200,000,000 0.525%
Amount Over $500,000,000 0.45%
The fee for each quarter shall be payable to the Adviser not later than the
fifteenth day following each of the Fund's fiscal quarters.
If this Agreement is terminated as of any date not the last day of the
quarter, such fee shall be based on the average daily net asset value from the
beginning of such quarter to the date of termination and shall be based on the
proportion that the number of business days (i.e., days on which the Fund is
required to accept shares for redemption) in such quarter to the date of
termination bear to the number of such business days in such quarter.
8. If the total expenses of the Fund in any fiscal year (excluding
taxes, portfolio brokerage commissions and interest, but including the fees
paid to the Adviser) exceed the sum of 1 1/2 percent of the first $30,000,000
and 1 percent of any balance of the Fund's average daily net assets for such
year, the Adviser agrees to reimburse the Fund for an amount equal to such
excess within sixty (60) days after the close of each fiscal year. For any
portion of any fiscal year ending on the date of termination of this Agreement,
the amount of reimbursement shall be pro-rated on the basis of the number of
calendar days through the date of termination to the number of calendar days
for the entire fiscal year in question.
9. The Adviser shall not be liable to the Fund or any stockholder
thereof or any other person if it has acted in good faith for any error of
judgment or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates except a loss resulting from the Adviser's willful
misfeasance, bad faith or gross negligence in the performance of its duty, or
reckless disregard of its obligations and duties under this Agreement.
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10. The services of the Adviser to the Fund hereunder are not to be
deemed exclusive, and the Adviser shall be free to render similar or other
services to others so long as its services hereunder are not impaired thereby.
11. It is understood that directors, officers, agents and
stockholders of the Fund are or may be interested in the Adviser as directors,
officers, stockholders, or otherwise, that directors, officers, agents and
stockholders of the Adviser are or may be interested in the Fund as directors,
officers, stockholders, or otherwise, that the Adviser may be interested in the
Fund as a stockholder or otherwise, and that the existence of any such dual
interest shall not affect the validity hereof or of any transactions hereunder
except as otherwise provided by specific provisions of applicable law.
12. This Agreement may be terminated at any time, without the payment
of any penalty, by the Board of Directors of the Fund or by a vote of a
majority of the outstanding voting shares of the Fund upon giving at least
sixty (60) days' written notice to the Adviser. This Agreement may be
terminated by the Adviser at any time upon the giving of at least sixty (60)
days' written notice to the Fund. This Agreement shall terminate automatically
in the event of its assignment.
This Agreement shall, subject to the foregoing, continue in effect so
long as such continuance is specifically approved at least annually by:
(a) The vote of a majority of the Directors of the Fund who are not
interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such
approval; and
(b) The vote of the Board of Directors of the Fund or the vote of a
majority of the outstanding voting shares of the Fund.
13. This Agreement may be amended only with the affirmative vote of a
majority of the outstanding voting shares of the Fund.
14. The terms "interested persons," "vote of the majority of the
outstanding voting shares" and "assignment" shall be construed in accordance
with their respective definitions in Section 2(a) of the Investment Company Act
of 1940.
15. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed registered, postage prepaid to the other party at such
address as such other party may designate for the receipt of such notices.
Until further notice to the other party, it is agreed that the address of the
Fund and that of the Adviser for this purpose shall be 0000 Xxxxx Xxxxx Xxxxx,
Xxxxxxx Xxxxx, Xxxxxxxxx, 00000.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers the day and year first above written.
ATTEST: SENTRY FUND, INC.
/s/ X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxx
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Xxxx Xxxxxxxxxxx, Xx. Xxxxx X. Xxxxx
Secretary Chairman of the Board and
President
ATTEST: SENTRY INVESTMENT MANAGEMENT, INC.
/s/ X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxx Xxxxxxxxxxx, Xx. Xxxxx X. Xxxxxx
Secretary President
