77Q (e) Exhibits
INVESTMENT ADVISORY CONTRACT
This Contract is made this 13th day of October,
2000, between Native American Advisors, Inc., a
Georgia corporation having its principal place of
business in Alpharetta, Georgia (the "Adviser"), and
4 Winds Family of Funds, a Delaware 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, and is
registered as such with the Securities and Exchange
Commission; and
WHEREAS Adviser engages 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 the 4 Winds Treasury Money
Market Fund ("Fund") and Adviser accepts the
appointment. Subject to the direction of the
Trustees, the Adviser shall provide the Trustees
with periodic reports and analyses regarding current
economic and investment matters which may affect the
Fund, and shall monitor and provide the Trustees with
analyses of the Fund's performance in light of these
trends. It is agreed and understood that, during the
term of this Contract, Federated Investment Management
Company shall be responsible for the daily management
of the Fund's assets, including the buying and selling
of portfolio securities, pursuant to the terms of a
Co-Advisory Agreement dated October 13, 2000 between
the Fund and Federated Investment Management Company
(the "Co-Adviser").
2. Adviser, regarding its activities on behalf
of the Fund, will be guided by 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 and exhibits as may be on file
with the Securities and Exchange Commission.
3. The 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 its
Registration Statements under the Securities Act of
1933 and the Investment Company Act of 1940, as amended,
and any amendments thereto; expenses of registering and
qualifying the Trust, the Fund, and Shares 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),
purchase, repurchase, and redemption of Shares,
including expenses attributable to a 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 Fund. The 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. The Fund shall pay to Adviser, for
all services rendered to Fund by Adviser hereunder,
the fees set forth in the exhibit attached hereto.
In addition, the Fund shall reimburse the Adviser for
travel costs incurred by it in connection with the
attendance by an employee of the Adviser of Board of
Trustees meetings of the Fund.
5. The net asset value of the Fund's Shares
as used herein will be calculated to the nearest 1/10th
of one cent.
6. The Adviser may from time to time and for
such periods as it deems appropriate reduce its
compensation (and, if appropriate, assume expenses
of the Fund) to the extent that the Fund's expenses
exceed such lower expense limitation as the Adviser
may, by notice to the Fund, voluntarily declare to
be effective.
7. This Contract shall begin for the Fund as
of the date of execution of the exhibit hereto and
shall continue in effect with respect to the Fund for
two years from the date of this Contract set forth
above 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 of any such party cast in person
at a meeting called for that purpose; and (b) Adviser
shall not have notified the 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 the Fund.
8. Notwithstanding any provision in this
Contract, it may be terminated at any time with respect
to the Fund, without the payment of any penalty, by the
Trustees of the Trust or by a vote of the shareholders
of that Fund on sixty (60) days' written notice to
Adviser.
9. This Contract may not be assigned by
Adviser and shall automatically terminate in the
event of any assignment. 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 or
interested persons of any such party to this Contract
(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 Act, on behalf of the Fund
by a majority of the outstanding voting securities of
such Fund as defined in Section 2(a)(42) of the Act.
12. The Adviser acknowledges that all sales
literature for investment companies (such as the Trust)
is subject to strict regulatory oversight. The Adviser
agrees to submit any proposed sales literature for
the Trust (or the Fund) or for itself or its affiliates
which mentions the Trust (or the 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 the 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 VII of the Declaration of
Trust and agrees that the obligations pursuant
to this Contract of the Fund and of the Trust
with respect to the Fund be limited solely to
the assets of the Fund, and Adviser shall not
seek satisfaction of any such obligation from
any other fund of the Trust, the shareholders
of any such fund or the Fund, the Trustees,
officers, employees, or agents of the Trust,
or any of them.
14. The parties hereto acknowledge that
21st Century Enterprises, Inc. has reserved the
right to grant the non-exclusive use of the name
"4 Winds Family of 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 the Fund the use of the name 4 Winds
Family of Funds. The name 4 Winds Family of Funds
will continue to be used by the Trust and the Fund
so long as such use is mutually agreeable to 21st
Century Enterprises, Inc. and the Trust.
15. The adviser will provide the Co-Adviser
with a list, to the best of the Adviser's knowledge,
of all affiliated persons (and any affiliated person
of such an affiliated person) and will promptly
update the list whenever the Adviser becomes aware
of any additional affiliated persons.
16. This Contract shall be construed in
accordance with and governed by the laws of the
Commonwealth of Pennsylvania.
17. This Contract will become binding
on the parties hereto upon their execution of the
attached exhibit to this Contract.
EXHIBIT A
to the
Investment Advisory Contract
4 Winds Treasury Money Market Fund
For all services rendered by Adviser
hereunder, the above-named Fund of the 4 Winds
Family of Funds shall pay to Adviser and Adviser
agrees to accept as full compensation for all
services rendered hereunder, an annual investment
advisory fee equal to 0.05% 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
at the rate of 1/365th of 0.05% of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be paid
to Adviser monthly.
Witness the due execution hereof this 13th
day of October , 2000.
4 Winds Family of Funds
By: ./s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Native American Advisors, Inc.
By: /s/ Xxxx X. Parisian
Name: Xxxx X. Parisian
Title: President
Current as of: 8/18/94
