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Exhibit 23(d)(i)
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement made as of the 30th day of June,
1999, by and between New Covenant Funds, a Delaware business trust (hereinafter
called the "Trust"), on behalf of each series of the Trust listed in SCHEDULE A
hereto, as such may be amended from time to time (hereinafter referred to
individually as a "Fund" and collectively as the "Funds") and New Covenant Trust
Company, N.A., a national banking association (hereinafter called the
"Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, as a national banking association regulated by the Office of
the Comptroller of the Currency, the Adviser is not required to be registered as
an investment adviser under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Funds pursuant to the terms and provisions of this
Agreement, and the Adviser is interested in furnishing said services;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained in this Agreement, the parties hereto agree as follows:
1. APPOINTMENT. The Trust hereby appoints the Adviser to act as
investment adviser to the Funds for the period and on the terms and subject to
the conditions set forth in this Agreement. The Adviser accepts such appointment
and agrees to furnish the services herein set forth for the compensation herein
provided. Additional investment portfolios may from time to time be added to
those covered by this Agreement by the parties executing a new SCHEDULE A that
shall become effective upon its execution and shall supersede any SCHEDULE A
having an earlier date.
2. INVESTMENT ADVISORY SERVICES: The Adviser shall provide a continuous
investment program for each of the Funds in accordance with each of the Fund's
investment objectives, policies, and restrictions as stated in such Fund's most
current Prospectus and Statement of Additional Information, as then in effect,
and all amendments or supplements thereto, and resolutions of the Trust's Board
of Trustees as may be adopted from time to time. The Adviser further agrees that
it:
(a) will supervise and direct each Fund's investments and
shall have the discretion to determine from time to time what investments,
securities, commodities or financial futures contracts will be purchased,
retained, sold or lent by the Funds and what portion of the assets will be
invested or held uninvested in cash;
(b) for purposes of managing the Funds the Adviser may appoint
one or more sub-advisers ("Sub-Advisers") as provided in Section 3 below to
which it may delegate all or any portion of the responsibilities granted to it
herein;
(c) will use the same skill and care in providing such
services as it uses in providing services to any fiduciary accounts for
which it has investment responsibilities;
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(d) will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission (the "Commission") as they
pertain to the registration of the Trust and, in addition, will conduct
its activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to the investment
advisory activities of the Adviser;
(e) will place orders pursuant to its investment
determinations for the Funds either directly with the issuer or with an
underwriter, market maker or broker or dealer. The Adviser may delegate
this authority to Sub-Advisers duly appointed by it. In placing orders
with brokers and dealers, the Adviser or Sub-Advisers will attempt to
obtain and are hereby directed to obtain prompt execution of orders in
an effective manner at the most favorable price. Consistent with this
obligation, the Adviser or Sub-Advisers may, in their discretion,
effect portfolio securities transactions through brokers and dealers
who provide the Adviser or Sub-Advisers with brokerage and research
services (within the meaning of Section 28(e) of the Securities
Exchange Act of 1934). Subject to the review of the Trust's Board of
Trustees from time-to-time with respect to the extent and continuation
of this policy, the Adviser or Sub-Advisers are authorized to pay a
broker or dealer who provides such brokerage and research services a
commission for effecting a securities transaction for any of the Funds
which is in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if, but only if, the
Adviser or Sub-Adviser determines in good faith that such commission
was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either
that particular transaction or the overall responsibilities of the
Adviser or Sub-Adviser with respect to the accounts as to which it
exercises investment discretion. On occasions when the Adviser or
Sub-Adviser deems the purchase or sale of a security to be in the best
interest of one or more of the Funds as well as of other clients, the
Adviser or Sub-Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be so purchased or sold in
order to obtain the most favorable price or lower brokerage commissions
and the most efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in
the transaction, will be made by the Adviser or Sub-Adviser in the
manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Funds and to such other clients;
(f) will maintain, or cause the custodian and Sub-Advisers to
maintain, all books and records with respect to the securities
transactions executed for the Funds;
(g) will furnish, or cause the Sub-Advisers to furnish, the
Trust's Board of Trustees such periodic and special reports with
respect to each Fund's investment activities as the Board may
reasonably request; and
(h) will advise and assist the officers of the Trust in taking
such actions as may be necessary or appropriate to carry out the
decisions of the Trust's Board of Trustees and of the appropriate
committees of such Board regarding the conduct of the business of the
Funds.
3. SUB-ADVISERS. The Adviser is authorized to enter into agreements on
behalf of the Funds with Sub-Advisers under which the Sub-Advisers agree to
perform all or any portion of the
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management and Advisory duties with respect to all or any portion of the Funds.
In the event the Adviser enters into one or more such agreements, the
Sub-Adviser shall be responsible directly to the Adviser for the performance of
such duties as may be imposed upon it by the Sub-Advisory Agreement. The Adviser
will, however, retain the authority and responsibility to monitor and review the
performance of duties of each Sub-Adviser. The Adviser may negotiate contracts
that specify investment fees and provide for payment of such fees directly by
the Adviser, and delegate to the Sub-Advisers responsibility for the day-to-day
operations of the Funds with respect to which the Sub-Advisers are hired,
including any or all of the responsibilities set forth in Section 2 hereof,
except the power to enter into contracts with Sub-Advisers. Each such contract
shall provide that it is terminable by the Adviser, without penalty, upon no
more than sixty (60) days notice to the Sub-Adviser.
4. EXPENSES. During the term of this Agreement, the Adviser will pay
all expenses incurred by it in performing its services under this Agreement. The
Adviser shall not be liable for any expenses of the Trust, including without
limitation (a) its interest and taxes, (b) brokerage commissions and other costs
in connection with the purchase or sale of securities or other investment
instruments with respect to the Trust and (c) custodian fees and expenses.
5. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, each of the Funds will pay the Adviser and the
Adviser will accept as full compensation therefor a fee set forth on SCHEDULE A
hereto. The obligation to pay the fee to the Adviser will begin as of the
respective dates of the initial sale of shares in the Funds, including any
shares sold or exchanged in connection with a merger, consolidation or
reorganization involving one or more of the Funds. Such fee shall be paid
monthly based upon each respective Fund's average daily net assets calculated in
the manner provided in the Prospectus and Statement of Additional Information
then in effect.
The fee shall be accrued daily by each Fund and paid to the Adviser
within five (5) business days after the end of each calendar month. If this
Agreement is terminated before the end of any month, the fee to the Adviser
shall be prorated for the portion of any month in which this Agreement is in
effect and shall be payable within ten (10) days after the date of termination.
6. LIMITATION OF LIABILITY. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Funds in
connection with the performance of this Agreement, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the Adviser in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
7. DURATION AND TERMINATION. This Agreement shall become effective at
the time the Trust's initial Registration Statement under the Securities Act of
1933 with respect to the shares of the Trust is declared effective by the
Commission and shall remain in effect for a period of two (2) years, unless
sooner terminated as hereinafter provided. This Agreement shall continue in
effect thereafter for successive one year periods so long as such continuation
is approved for each Fund at least annually by (i) the Board of Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of each
Fund, and (ii) the vote of a majority of the disinterested Trustees, cast in
person at a meeting called for the purpose of voting on such approval.
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Notwithstanding the foregoing, this Agreement may be terminated as to a
particular Fund at any time on sixty days' written notice, without the payment
of any penalty, by the Trust (by vote of the Trust's Board of Trustees or by
vote of a majority of the outstanding voting securities of such Fund) or by the
Adviser. This Agreement will automatically terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed to the other party at the principal office of such
party.
As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" shall have the same
meanings as ascribed to such terms in the 1940 Act.
8. NAME. The parties agree that the Adviser has a proprietary interest
in the name "New Covenant Funds" and the Trust agrees to promptly take such
action as may be necessary to delete from its name and/or the name of any Fund
any reference to such name promptly after receipt from the Adviser of a written
request therefore.
9. ADVISER'S REPRESENTATIONS. The Adviser hereby represents and
warrants that it is willing and possesses all requisite legal authority to
provide the services contemplated by this Agreement without violation of
applicable laws and regulations.
10. AMENDMENT OF THIS AGREEMENT. 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.
11. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit 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 this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the laws of the State of Indiana.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
NEW COVENANT FUNDS
By: /s/ Xxxxx X. Xxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxx, Xx.
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Title: President
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NEW COVENANT TRUST COMPANY, N.A.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President
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SCHEDULE A
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INVESTMENT ADVISORY AGREEMENT
between
NEW COVENANT FUNDS
and
NEW COVENANT TRUST COMPANY, N.A.
Name of Fund Compensation*
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NEW COVENANT GROWTH FUND 0.99% OF THE AVERAGE DAILY
NET ASSETS OF THE FUND
NEW COVENANT INCOME FUND 0.75% OF THE AVERAGE DAILY
NET ASSETS OF THE FUND
NEW COVENANT BALANCED GROWTH FUND NONE
NEW COVENANT BALANCED INCOME FUND NONE
* All fees are computed and paid monthly.
NEW COVENANT TRUST COMPANY, N.A. NEW COVENANT FUNDS
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx, Xx.
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Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxx, Xx.
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Title: President Title: President
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