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Item 23 (d)(I)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
This Amended and Restated Investment Advisory Agreement made as of the
14th day of May 2001, amends and restates the Investment Advisory Agreement
initially 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 "Trust Company"), solely for the
purpose of reflecting the assumption of all of the duties to perform the
investment advisory services as described herein by the Trust Company's
separately identifiable investment advisory department, the NCF Investment
Department (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, the Trust Company is a national banking association regulated
by the Office of the Comptroller of the Currency; and
WHEREAS, for purposes of complying with those provisions of the
Xxxxx-Xxxxx-Xxxxxx Act relating to banks that provide investment advisory
services to registered investment companies the Trust Company established the
Adviser as a "separately identifiable department or division" as such term is
defined in Section 202(a)(26) of the Investment Advisers Act of 1940; and
WHEREAS, the Adviser was declared effective as a registered investment
adviser by the Securities and Exchange Commission by order dated April 13, 2001,
and the Adviser is therefore duly qualified and able to provide investment
advisory services to the Trust; and
WHEREAS, the Board of Trustees of the Trust at a meeting duly called and
held on May 14, 2001, approved the Assumption Agreement (a copy of which is
attached hereto and made a part hereof) between the Trust, the Trust Company and
the Adviser, providing for the assumption by the Adviser of all of the Trust
Company's duties and responsibilities for providing investment advisory services
to the Trust; and
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
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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;
(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
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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 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
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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 one (1) year, 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.
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.
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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:
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Name:
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Title:
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THE NCF INVESTMENT DEPARTMENT OF
NEW COVENANT TRUST COMPANY, N.A.
By:
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Name:
------------------------------
Title:
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SCHEDULE A
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
between
NEW COVENANT FUNDS
and
THE NCF INVESTMENT DEPARTMENT OF
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.
THE NCF INVESTMENT DEPARTMENT OF
NEW COVENANT TRUST COMPANY, N.A. NEW COVENANT FUNDS
By: By:
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Name: Name:
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Title: Title:
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