Exhibit Q1(e)
GREAT PLAINS FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract effective on the date of the closing of the merger of
First Commerce Bancshares, Inc. and Xxxxx Fargo & Co. between FIRST COMMERCE
INVESTORS, INC., a Nebraska corporation having its principal place of
business in Lincoln, Nebraska (the "Adviser"), and GREAT PLAINS FUNDS, a
Massachusetts business trust having its principal place of business in
Pittsburgh, Pennsylvania (the "Trust").
WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), and is registered as such with the Securities and
Exchange Commission; and
WHEREAS Adviser is a registered investment adviser under the Investment
Advisers Act of 1940 and is engaged in the business of rendering
investment advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Trust hereby appoints Adviser as investment adviser for each
of the portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the direction of
the Trustees, Adviser shall provide investment research and supervision of
the investments of the Funds and conduct a continuous program of investment
evaluation and of appropriate sale or other disposition and reinvestment of
each Fund's assets.
2. Adviser, in its supervision of the investments of each of the
Funds, will be guided by each of the Fund's investment objective and policies
and the provisions and restrictions contained in the Declaration of Trust and
By-Laws of the Trust and as set forth in the Registration Statements of the
Trust under the Securities Act of 1933 and the 1940 Act, and any amendments
thereto (the "Registration Statements"), and exhibits thereto as may be on
file with the Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own expenses
and its allocable share of Trust expenses, including, without limitation, the
expenses of organizing the Trust and continuing its existence; fees and
expenses of Trustees and officers of the Trust; fees for investment advisory
services and administrative personnel and services; expenses incurred in the
distribution of its shares ("Shares"), including expenses of administrative
support services; fees and expenses of preparing and printing the
Registration Statements; expenses of registering and qualifying the Trust,
the Funds, and Shares of the Funds under federal and state laws and
regulations; expenses of preparing, printing, and distributing prospectuses
(and any amendments thereto) to shareholders; interest expense, taxes, fees,
and commissions of every kind; expenses of issue (including cost of Share
certificates, if any), purchase, repurchase, and redemption of Shares,
including expenses attributable to any program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing and mailing costs,
auditing, accounting, and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; insurance expenses;
association membership dues and such nonrecurring items as may arise,
including all losses and liabilities incurred in administering the Trust and
the Funds. Each Fund will also pay its allocable share of such extraordinary
expenses as may arise, including expenses incurred in connection with
litigation, proceedings, and claims and the legal obligations of the Trust to
indemnify its officers and Trustees and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services rendered
to the Fund by Adviser hereunder, the fees payable by the Fund as set forth
in the exhibits attached hereto; provided however during the period from and
including the date this agreement becomes effective (the "Escrow Beginning
Date") until the closing date of the merger of the Great Plains Funds into
the Xxxxx Fargo Funds (the "Escrow Termination Date"), any and all advisory
fees payable under this Contract shall be paid in accordance with this
Paragraph 4 in conformity with the provisions of the 1940 Act including but
not limited to Section 15(c) thereof. From and including the Escrow
Beginning Date to, but not including, the Escrow Termination Date, any and
all advisory fees shall be paid into an interest bearing escrow account (the
"Escrow Account") maintained by an unaffiliated financial institution (the
"Escrow Agent"). Pursuant to a letter agreement with the Escrow Agent, the
advisory fees (including interest earned on such advisory fees) will be paid
to the Adviser only if shareholders of each Fund approve the Contract.
Further pursuant to the letter agreement, on the Escrow Termination Date the
advisory fees will be released by the Escrow Agent from the Escrow Account to
the Adviser, only upon receipt by the Escrow Agent of a certificate from
officers of the Trust stating that the Contract has received the requisite
shareholder vote. In the event that by December 31, 2000, the requisite
shareholder vote is not obtained and the Escrow Termination Date does not
therefore occur, the officers of the Trust shall execute and deliver to the
Escrow Agent a certificate stating that the requisite shareholder vote has
not been obtained and that the advisory fees (and interest) in the Escrow
Account should be paid over in the manner prescribed in the certificate.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of
one or more of the Funds) to the extent that any Fund's expenses exceed such
expense limitation as the Adviser may, by notice to the Fund, voluntarily
declare to be effective.
7. Unless this Contract is approved by a majority of the outstanding
shares of a Fund, it shall continue in effect with respect to such Fund for a
period not to exceed one-hundred fifty (150) days from the date this
agreement becomes effective. If approved by a majority of the outstanding
shares of each Fund, this Contract shall begin for each Fund as of the date
of such approval and shall continue in effect with respect to such Fund for
two years from the date of such approval, or any such shorter period for such
initial term as specified in an exhibit to this Contract, and thereafter for
successive periods of one year, subject to the provisions for termination and
all of the other terms and conditions hereof if: (a) such continuation shall
be specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not
parties to this Contract or "interested persons," as that term is defined
in the 1940 Act, of any such party cast in person at a meeting called for
that purpose; and (b) Adviser shall not have notified a Fund in writing at
least sixty (60) days prior to the anniversary date of this Contract in any
year thereafter that it does not desire such continuation with respect to
that Fund. If a Fund is added after the first approval by the Trustees and
shareholders as described above, this Contract will be effective as to that
Fund upon execution of the applicable exhibit and approval by the Trustees
and shareholders of that Fund in accordance with the 1940 Act, and will
continue in effect until the next annual approval of this Contract by the
Trustees and thereafter for successive periods of one year, subject to
approval as described above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Trustees of the Trust or by a "vote of a majority of the
outstanding voting securities" of that Fund, as that term is defined in
Section 2(a)(42) of the 1940 Act, on ten (10) days' written notice to
Adviser.
9. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any "assignment," as that term is
defined in the 1940 Act. Adviser may employ or contract with such other
person, persons, corporation, or corporations at its own cost and expense as
it shall determine in order to assist it in carrying out this Contract.
10. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties under this
Contract on the part of Adviser, Adviser shall not be liable to the Trust or
to any of the Funds or to any shareholder for any act or omission in the
course of or connected in any way with rendering services or for any losses
that may be sustained in the purchase, holding, or sale of any security.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust, including a majority of the Trustees
who are not parties to this Contract nor interested persons of any such party
(other than as Trustees of the Trust) cast in person at a meeting called for
that purpose, and, where required by Section 15(a)(2) of the 1940 Act, on
behalf of a Fund by a "vote of a majority of the outstanding voting
securities" of that Fund as defined in Section 2(a)(42) of the 0000 Xxx.
12. Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Adviser agrees to submit any proposed sales literature for the Trust (or any
Fund) or for itself or its affiliates which mentions the Trust (or any Fund)
to the Trust's distributor for review and filing with the appropriate
regulatory authorities prior to the public release of any such sales
literature, provided, however, that nothing herein shall be construed so as
to create any obligation or duty on the part of the Adviser to produce sales
literature for the Trust (or any Fund). The Trust agrees to cause its
distributor to promptly review all such sales literature to ensure compliance
with relevant requirements, to promptly advise Adviser of any deficiencies
contained in such sales literature, to promptly file complying sales
literature with the relevant authorities, and to cause such sales literature
to be distributed to prospective investors in the Trust.
13 Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust of the Trust
and agrees that the obligations pursuant to this Contract of a particular
Fund and of the Trust with respect to that particular Fund are limited solely
to the assets of that particular Fund, and Adviser shall not seek
satisfaction of any such obligation from any other Fund, the shareholders of
any Fund, the Trustees, officers, employees or agents of the Trust, or any of
them.
14. The parties hereto acknowledge that the Adviser has reserved the
right to grant the non-exclusive use of the name "Great Plains Funds" or
any derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor or other business enterprise, and
to withdraw from the Trust and one or more of the Funds the use of the name
"Great Plains Funds". The name "Great Plains Funds" may continue to be
used by the Trust and each Fund so long as Adviser is the investment adviser
to the Trust and thereafter as long as such use is mutually agreeable to the
Adviser and the Trust.
15. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Massachusetts.
16. This Contract will become binding on the parties hereto upon
their execution of the attached exhibits to this Contract, which may be
executed simultaneously in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the
same instrument.
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EXHIBIT A
to the
Investment Advisory Contract
Great Plains Equity Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee at the annual rate of 0.75% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily and paid monthly to the Adviser.
Witness the due execution hereof this June 16, 2000, closing date of
the merger of First Commerce Bancshares, Inc. and Xxxxx Fargo & Co .
Attest: FIRST COMMERCE INVESTORS, INC.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
Secretary Chairman
Attest: GREAT PLAINS FUNDS
/s/ Xxxxxxx Xxxxx By: Xxxx X. Xxxxxx
Vice President Vice President
EXHIBIT B
to the
Investment Advisory Contract
Great Plains International Equity Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee at the annual rate of 1.25% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily and paid monthly to the Adviser.
Witness the due execution hereof this June 16, 2000, closing date of
the merger of First Commerce Bancshares, Inc. and Xxxxx Fargo & Co.
Attest: FIRST COMMERCE INVESTORS, INC.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
Secretary Chairman
Attest: GREAT PLAINS FUNDS
/s/ Xxxxxxx Xxxxx By: Xxxx X. Xxxxxx
Vice President Vice President
EXHIBIT C
to the
Investment Advisory Contract
Great Plains Premier Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee at the annual rate of 1.00% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily and paid monthly to the Adviser.
Witness the due execution hereof this June 16, 2000, closing date of
the merger of First Commerce Bancshares, Inc. and Xxxxx Fargo & Co.
Attest: FIRST COMMERCE INVESTORS, INC.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
Secretary Chairman
Attest: GREAT PLAINS FUNDS
/s/ Xxxxxxx Xxxxx By: Xxxx X. Xxxxxx
Vice President Vice President
EXHIBIT D
to the
Investment Advisory Contract
Great Plains Intermediate Bond Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee at the annual rate of 0.50% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily and paid monthly to the Adviser.
Witness the due execution hereof this June 16, 2000, closing date of
the merger of First Commerce Bancshares, Inc. and Xxxxx Fargo & Co .
Attest: FIRST COMMERCE INVESTORS, INC.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
Secretary Chairman
Attest: GREAT PLAINS FUNDS
/s/ Xxxxxxx Xxxxx By: Xxxx X. Xxxxxx
Vice President Vice President
EXHIBIT E
to the
Investment Advisory Contract
Great Plains Tax-Free Bond Fund
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee at the annual rate of 0.50% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily and paid monthly to the Adviser.
Witness the due execution hereof this June 16, 2000, closing date of
the merger of First Commerce Bancshares, Inc. and Xxxxx Fargo & Co .
Attest: FIRST COMMERCE INVESTORS, INC.
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
Secretary Chairman
Attest: GREAT PLAINS FUNDS
/s/ Xxxxxxx Xxxxx By: Xxxx X. Xxxxxx
Vice President Vice President
