IPC Advisors, Inc. (formerly WWW Advisors, Inc.)
000 Xxxxxxxxxx Xxxxx, Xxxxx 00
Xxxxxxxxx, XX 00000
Dear Sirs:
IPC Funds (formerly WWW Trust) (the "Trust"), with respect to the
series named on Schedule 1, as such Schedule may be renamed from time to time
(the "Series"), herewith confirms its agreement with you as follows:
The Trust desires to employ its capital by investing and reinvesting
the same in investments of the type and in accordance with the limitations
specified in its charter documents and in its Prospectus and Statement of
Additional Information as from time to time in effect, copies of which have been
or will be submitted to you, and in such manner and to such extent as from time
to time may be approved by the Board of Trustees of the Trust (the "Board"). The
Trust desires to employ you to act as its investment adviser and manager.
In this connection it is understood that from time to time you will
employ or associate with yourself such person or persons as you may believe to
be particularly fitted to assist you in the performance of this Agreement. Such
person or persons may be officers or employees who are employed by both you and
the Trust. The compensation of such person or persons shall be paid by you and
no obligation may be incurred on the Trust's behalf in any such respect.
Subject to the supervision and approval of the Trust's Board, you will
manage the business affairs of the Trust including, but not limited to,
providing investment management of the Series' portfolio in accordance with the
Series' investment objectives and policies as stated in the Trust's Prospectus
and Statement of Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment research and will
supervise the Series' investments and conduct a continuous program of
investment, evaluation and, if appropriate, sale and reinvestment of the Series'
assets. You will furnish to the Trust such statistical information, with respect
to the investments which a Series may hold or contemplate purchasing, as the
Trust may reasonably request. The Trust wishes to be informed of important
developments materially affecting any Series' portfolio and shall expect you, on
your own initiative, to furnish to the Trust from time to time such information
as you may believe appropriate for this purpose.
IPC Advisors, Inc.
Page 2
In performing your duties, you shall provide such office space, such
bookkeeping, accounting, internal legal, clerical, secretarial and
administrative services (exclusive of, and in addition to, any such services
provided by any others retained by the Trust) and such executive and other
personnel as shall be necessary for the operations of the Trust.
You shall exercise your best judgment in rendering the services to be
provided to the Trust hereunder, and the Trust agrees as an inducement to your
undertaking the same that you shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered one or more Series, provided
that nothing herein shall be deemed to protect or purport to protect you against
any liability to the Trust or a Series or to its security holders to which you
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of your duties hereunder or by reason of your
reckless disregard of your obligations or duties hereunder (hereinafter
"Disabling Conduct").
In consideration of services rendered pursuant to this Agreement, the
Trust will pay you in accordance with the methodology described on Schedule 2
hereto. Net asset value shall be computed on such days and at such time or times
as described in the Trust's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date of the commencement of sales
of a Series' shares to the end of the month during which such sales shall have
been commenced shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of the
Series' net assets shall be computed in the manner specified in the Trust's
charter documents for the computation of the value of the Series' net assets.
Your compensation shall be held in an interest-bearing escrow account
with the Trust's custodian. If (i) a majority of the Series' outstanding voting
securities approves this Agreement or another advisory agreement with you within
150 days of the effective date of this Agreement or (ii) pursuant to Article IX,
Section 5 of the Trust's Amended and Restated Declaration of Trust, the Series
is terminated within 150 days of the effective date of this Agreement, then the
amount in the escrow account attributable to the Series (including interest
earned on such amount) shall be paid to you. If none of the events described in
the preceding sentence occurs within 150 days of the effective date of this
Agreement, you shall be paid, out of the escrow account, the lesser of: (i) any
costs incurred by you in performing services for the Series under this Agreement
(plus interest earned on such amount) or (ii) the total amount in the escrow
account attributable to the Series (plus interest earned on such amount).
IPC Advisors, Inc.
Page 3
You will bear all expenses in connection with the performance of your
services under this Agreement. All other expenses to be incurred in the
operation of the Trust will be borne by the Trust, except to the extent
specifically assumed by you. The expenses to be borne by the Trust include,
without limitation, the following: organizational costs, taxes, interest,
brokerage fees and commissions, fees of Board members who are not officers,
directors or employees of you or your affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory, administrative and
fund accounting fees, charges of custodians, transfer and dividend disbursing
agents' fees, insurance premiums, industry association fees, outside auditing
and legal expenses, costs of maintaining the Trust's existence, costs of
independent pricing services, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and printing prospectuses
and statements of additional information, amounts payable under the Series'
Distribution and Shareholder Servicing Plan (the "Plan") and any extraordinary
expenses.
The Trust understands that you now act, and that from time to time
hereafter you may act, as investment adviser to one or more other investment
companies and fiduciary or other managed accounts, and the Trust has no
objection to your so acting, provided that when the purchase or sale of
securities of the same issuer is suitable for the investment objectives of two
or more companies or accounts managed by you which have available funds for
investment, the available securities will be allocated in a manner believed by
you to be equitable to each company or account.
In addition, it is understood that the persons employed by you to
assist in the performance of your duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit or
restrict your right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
Any person, even though also your officer, director, partner, employee
or agent, who may be or become an officer, Board member, employee or agent of
the Trust, shall be deemed, when rendering services to the Trust or acting on
any business of the Trust, to be rendering such services to or acting solely for
the Trust and not as your officer, director, partner, employee, or agent or one
under your control or direction even though paid by you.
The Trust will indemnify you and each of your officers, directors,
employees and agents (each, an "indemnitee") against, and hold each indemnitee
harmless from, any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) not resulting from Disabling
Conduct by the indemnitee. Indemnification shall be made only following: (i) a
final decision on the merits by a court or other body before whom the proceeding
was brought that the indemnitee was not liable by reason of Disabling Conduct or
(ii) in the absence of such a decision, a reasonable determination, based upon a
review of the facts, that the indemnitee was not liable by reason of Disabling
Conduct by (a) the vote of a majority of a quorum of Board members who are
neither "interested persons" of the Trust nor parties to the proceeding
IPC Advisors, Inc.
Page 4
("disinterested non-party Board members") or (b) an independent legal counsel in
a written opinion. Each indemnitee shall be entitled to advances from the Trust
for payment of the reasonable expenses incurred by it in connection with the
matter as to which it is seeking indemnification in the manner and to the
fullest extent permissible under the Ohio General Corporation Law. Each
indemnitee shall provide to the Trust a written affirmation of its good faith
belief that the standard of conduct necessary for indemnification by the Trust
has been met and a written undertaking to repay any such advance if it should
ultimately be determined that the standard of conduct has not been met. In
addition, at least one of the following additional conditions shall be met: (a)
the indemnitee shall provide security in form and amount acceptable to the Trust
for its undertaking; (b) the Trust is insured against losses arising by reason
of the advance; or (c) a majority of a quorum of disinterested non-party Board
members, or independent legal counsel, in a written opinion, shall have
determined, based on a review of facts readily available to the Trust at the
time the advance is proposed to be made, that there is reason to believe that
the indemnitee will ultimately be found to be entitled to indemnification. No
provision of this Agreement shall be construed to protect any Board member or
officer of the Trust, or any indemnitee, from liability in violation of Sections
17(h) and (i) of the Investment Company Act of 1940, as amended (the "1940
Act").
This Agreement shall be effective as of July 20, 2004. This Agreement
shall continue in effect, unless sooner terminated as hereinafter provided, for
a period of no more than 150 days following the effective date of this
Agreement. This Agreement is terminable without penalty (i) on 10 calendar days'
notice by the Trust's Board, (ii) on 10 calendar days' notice by vote of holders
of a majority of the Series' shares, or (iii) upon not less than 90 days' notice
by you. This Agreement will terminate (i) automatically in the event of its
assignment (as defined in the 1940 Act) or (ii) upon the effective date of an
advisory agreement that has been approved by a majority of the Series'
outstanding voting securities within 150 days of the effective date of this
Agreement.
The Trust recognizes that from time to time your directors, officers
and employees may serve as trustees, directors, partners, officers and employees
of other business trusts, corporations, partnerships or other entities
(including other investment companies), and that such other entities may include
the name "WWW Internet" as part of their name, and that your corporation or its
affiliates may enter into investment advisory or other agreements with such
other entities. If you cease to act as the investment adviser to the Series
designated "WWW Internet Fund", the Trust agrees that, at your request, the
Trust will take all necessary action to change the name of the Series to a name
not including "WWW Internet" in any form or combination of words.
IPC Advisors, Inc.
Page 5
You agree to act at all times as a fiduciary of the Trust and to
further the interests of the Trust and its shareholders. In this regard, you
agree to follow the instructions of the Trust's Board, including any
instructions provided by a majority of those trustees who are not interested
persons of the Trust, to the extent that such instructions are not inconsistent
with the fiduciary duties that you owe to other persons.
This Agreement has been executed on behalf of the Trust by the
undersigned officer of the Trust in his capacity as an officer of the Trust. The
obligations of this Agreement shall only be binding upon the assets and property
of the Trust and shall not be binding upon any Board member, officer or
shareholder of the Trust individually.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours
IPC FUNDS
By: /S/XXXXXXXX X. YORK
-----------------------
Chairman
Accepted:
IPC ADVISORS, INC.
By: XXXXX X. XXXXXX
--------------------
Vice President
8/18/04
SCHEDULE 1
NAME OF SERIES
WWW Internet Fund
SCHEDULE 2
MANAGEMENT FEE CALCULATION
The Fund will pay you, at the end of each month, a monthly advisory fee
calculated at an annual rate of 0.50% of the Fund's average daily net assets
during such month.
FORM N-SAR
SIGNATURE PAGE
This report is signed as of March 1, 2005, on behalf of the
registrant, by the undersigned in his capacity as a trustee of the registrant.
IPC Funds
By: /S/ XXXXXX X. XXXXXXXX
------------------------
Xxxxxx X. Xxxxxxxx, Trustee
