Exhibit 23D(1)
VERACITY FUNDS
AGREEMENT FOR INVESTMENT ADVISORY SERVICES
THIS AGREEMENT is made as of this 30th day of March, 2004, between
Veracity Funds (the "Trust") and Integrity Asset Management, LLC, a Delaware
limited liability company (the "Adviser").
RECITALS
WHEREAS, the Trust is organized under the laws of the state of Delaware
as an unincorporated business trust operating and registered as an open-end
management investment company of the series type under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized by its Declaration of Trust and
by-laws to issue separate Portfolios of shares representing interests in
separate investment portfolios (the "Portfolios"), and
WHEREAS, the Trust has authorized the issuance of shares of beneficial
interest ("Shares") in the Portfolios which are identified on Schedule A
attached hereto and incorporated herein, which Schedule A may be amended from
time to time by mutual agreement of the Trust and Adviser (the "Portfolios");
and
WHEREAS, Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and engages in
the business of asset management; and
WHEREAS, the Trust desires to retain Adviser to furnish investment
advisory services to the Portfolios, and such other Portfolios as may be added
from time to time by mutual agreement of the parties, pursuant to the terms and
conditions of this Agreement, and Adviser is willing to so furnish such
services;
NOW THEREFORE, in consideration of the foregoing and the agreements and
covenants herein contained, the parties hereto, intending to be legally bound,
agree as follows:
1. APPOINTMENT
The Trust hereby appoints Adviser to act as investment adviser to the
Portfolios for the periods and pursuant to the terms and conditions as
set forth in this Agreement. Adviser accepts the appointment and agrees
to furnish the services herein set forth for the compensation herein
provided.
2. DELIVERY OF DOCUMENTS
The Trust has furnished Adviser with properly certified or
authenticated copies of each of the following:
a. The Trust's Declaration of Trust;
b. The Trust's By-Laws;
c. Resolutions of the Trust's Board of Trustees authorizing the
appointment of Adviser and approving this Agreement;
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d. The Trust's current Prospectus and Statement of Additional
Information (together called the "Prospectus"); and
e. All policies and procedures of the Trust which are relevant to this
Agreement.
The Trust will furnish Adviser from time to time with properly
certified or authenticated copies of all amendments of or supplements
to the foregoing at the same time as such documents are required to be
filed with the SEC and/or state authorities.
3. MANAGEMENT
Subject to the general supervision of the Trust's Board of Trustees
(the "Board"), Adviser will be responsible for providing a continuous
investment program for the Portfolios, including investment research
and management with respect to all securities, investments, cash and
cash equivalents held by the Portfolios.
Adviser may, with the prior written consent of the Board and the
approval of the appropriate Trust shareholders, as required, employ
persons or entities to serve as sub-advisers to one or more Portfolios.
The Adviser and/or such sub-advisers, if any, may, in their sole
discretion, determine from time to time what securities and other
investments will be purchased, retained or sold by the Portfolios. The
investment activities of such sub-advisers, if any, as such services
relate to the Portfolios, will at all times be subject to the general
supervision and control of Adviser. Adviser will provide, through its
own efforts itself and/or through the medium of its previously approved
sub-adviser(s), the services under this Agreement in accordance with
each Portfolio's investment objectives, policies and restrictions as
such are set forth in the Prospectus from time to time. Adviser further
agrees that it:
(a) Will conform its activities to all applicable Rules and
Regulations of the SEC and will, in addition, conduct its
activities under this agreement in accordance with the
regulations of any other Federal and State agencies which may now
or in the future have jurisdiction over its activities under this
Agreement;
(b) Will monitor the investment activities of any sub-adviser which
it employs to insure that such sub-adviser conducts its
activities with respect to the applicable Portfolio(s) in
accordance with the Prospectus and any and all federal and/or
state laws and regulations relating to the applicable
Portfolio(s);
(c) Will place orders, or monitor the placement of orders by
sub-advisers, pursuant to good faith investment determinations
for the Portfolios either directly with the respective issuers or
with appropriate brokers and dealers. In placing orders with
brokers or dealers, the Advisor, or sub-adviser(s) under the
supervision of Adviser, will attempt to obtain the best net price
and the most favorable execution of its orders. Consistent with
this obligation, when Adviser, or Adviser's duly authorized
sub-adviser(s), believes two or more brokers or dealers are
comparable in price and execution, Adviser, or Adviser's duly
authorized sub-adviser(s), may prefer: (I) brokers and dealers
who provide the Portfolio(s) with research advice and other
services, or who recommend or sell Trust shares, and (II) brokers
who are affiliated with the Trust, Adviser or sub-adviser;
provided, however, that in no instance will portfolio securities
be purchased from or sold to Adviser or any sub-adviser in
principal transactions;
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(d) Will provide, at its own cost, all office space, facilities and
equipment necessary for the conduct of its advisory activities on
behalf of the Trust.
4. SERVICES NOT EXCLUSIVE
The services to be furnished by Adviser hereunder are not to be
considered exclusive, and Adviser shall be free to furnish similar
services to others so long as its services under this Agreement are not
impaired thereby.
5. BOOKS AND RECORDS
In compliance with applicable rules promulgated under the 1940 Act,
Adviser hereby agrees that all records which it maintains for the
benefit of the Trust are the property of the Trust and further agrees
to surrender promptly to the Trust any of such records upon the Trust's
request. Adviser further agrees to preserve for the periods prescribed
by applicable rules promulgated under the 1940 Act the records required
to be maintained by it pursuant to such Rule that are not maintained by
others on behalf of the Trust.
6. EXPENSES
During the term of this Agreement, Adviser will pay all expenses
incurred by it in connection with its investment advisory services
furnished to the Trust other than the costs of securities and other
investments (including brokerage commissions and other transaction
charges) purchased or sold for the Portfolios.
7. COMPENSATION
The Trust will pay Adviser, and Adviser will accept as full
compensation for its services rendered hereunder, the investment
advisory fees for each Portfolio as set forth on Schedule A attached
hereto and incorporated herein, which Schedule A may be amended from
time to time by mutual agreement of the Trust, Adviser and shareholders
as applicable. All fees payable to Adviser pursuant to this Agreement
shall be computed at the end of each month and payable within five (5)
business days thereafter, and shall be computed as an annual rate as a
percentage of the average daily net assets of the applicable Portfolio.
All parties to this Agreement do hereby expressly authorize and
instruct the Trust's Administrator, Unified Fund Services, Inc. or its
successor, to provide, in accordance with the fees set forth on
Schedule A, a calculation each month of the gross amounts due Adviser
for each Portfolio and to remit such fee payments hereunder promptly to
Adviser.
8. LIMITATION OF LIABILITY
Adviser shall not be liable for any error of judgment, mistake of law
or for any other loss suffered by the Trust or any Portfolio in
connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services or a loss resulting from willful
malfeasance, bad faith or gross negligence on Adviser's part in the
performance of its duties or from reckless disregard by it of its
obligations or duties under this Agreement.
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9. DURATION AND TERMINATION
This Agreement shall become effective as of the date first written
above and, unless sooner terminated as provided herein, shall continue
in effect until March 30, 2006. Thereafter, this Agreement shall be
renewable for successive periods of one year each, provided such
continuance is specifically approved annually:
(a) By the affirmative vote of a majority of those members of the
Board who are not parties to the Agreement or interested persons
of any such party (as that term is defined in the 1940 Act), cast
in person at a meeting called for the purpose of voting on such
approval; and
(b) By affirmative vote of either a majority of the entire Board or a
majority (as that term is defined in the 0000 Xxx) of the
outstanding voting securities of the Trust.
Notwithstanding the foregoing, this Agreement may be terminated by the
Trust or by Adviser at any time upon sixty (60) days written notice,
without payment of any penalty; provided, however that termination by
the Trust must be authorized by a majority vote of the Board or by vote
of a majority of the outstanding voting securities of the Trust. This
Agreement will automatically terminate in the event of its assignment
(as that term is defined in the 1940 Act).
10. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by a written instrument signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought. No material amendment of this Agreement shall be
effective until approved by vote of the holders of a majority of the
Fund's outstanding voting securities (as defined in the 1940 Act).
11. MISCELLANEOUS
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby. This Agreement shall be binding on, and
shall inure to the benefit of, the parties hereto and their respective
successors.
12. COUNTERPARTS
This Agreement may be executed in counterparts by the parties hereto,
each of which shall constitute an original, and all of which, together,
shall constitute one Agreement.
13. GOVERNING LAW
This Agreement shall be construed in accordance with, and governed by,
the laws of the State of Kentucky, without regard to such
jurisdiction's conflict-of-law statutes.
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14. NOTICES
Except as otherwise provided in this Agreement, any notice or other
communication required by or permitted to be given in connection with
this Agreement will be in writing and will be delivered in person or
sent by first class mail, postage prepaid or by prepaid overnight
delivery service to the respective parties as follows:
If to the Trust: If to the Adviser:
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Veracity Funds Integrity Asset Management, LLC
0000 Xxxxxxxxx Xxxxxx Xx., Xxxxx 0000 0000 Xxxxxxxxx Xxxxxx Xx., Xxxxx 0000
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
President Chief Executive Officer
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
Attest: VERACITY FUNDS
By: By:
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Name: _________________________ Xxxxxxx X. Xxxxx
Title: Secretary Title: President
Attest: INTEGRITY ASSET MANAGEMENT, LLC.
By: By:
---------------------------- ----------------------------
Name: __________________________ Xxxxxxx X. Xxxxx
Title: ________________________ Title: Chief Executive Officer
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SCHEDULE A
VERACITY FUNDS
PORTFOLIOS OF THE TRUST
AS OF MARCH 30, 2004
The Portfolios offered by the Trust, and the fees payable to Integrity Asset
Management, LLC for services rendered to each such Portfolio, are as follows:
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Annual Fee Rate, as percentage of average
Name of Portfolio daily net assets
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Veracity Small Cap Value Fund 1.00%
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