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Exhibit (5)(f)
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INVESTMENT ADVISORY AGREEMENT
This Agreement is made as of August 20, 1996, between THE SESSIONS GROUP,
an Ohio business trust (the "Trust"), and 1st Source Bank, an Indiana banking
corporation (the "Investment Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust desires to retain the Investment Adviser to provide, or
to arrange for the provision of, investment advisory services to six newly
created investment portfolios of the Trust and may retain the Investment Adviser
to serve in such capacity to certain additional investment portfolios of the
Trust, all as now or hereafter may be identified in Schedule A hereto (such new
investment portfolios and any such additional investment portfolios together
called the "Funds") and the Investment Adviser represents that it is willing and
possesses legal authority to so furnish such services without violation of
applicable laws (including the Xxxxx-Xxxxxxxx Act) and regulations;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
ss.1. APPOINTMENT. The Trust hereby appoints the Investment Adviser to act
as investment adviser to the Funds for the period and on the terms set forth in
this Agreement. The Investment 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 which shall become
effective upon its execution and shall supersede any Schedule A having an
earlier date.
ss.2. DELIVERY OF DOCUMENTS. The Trust has furnished the Investment Adviser
with copies properly certified or authenticated of each of the following:
(a) the Trust's Declaration of Trust, executed as of April 25, 1988,
and as filed with the Secretary of State of Ohio on April 25, 1988, and any
and all amendments thereto or restatements thereof (such Declaration, as
presently in effect and as it shall from time to time be amended or
restated, is herein called the "Declaration of Trust");
(b) the Trust's By-Laws and any amendments thereto;
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(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Investment Adviser and approving this Agreement;
(d) the Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission on April 27,
1988 and all amendments thereto;
(e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act"), (File No. 33-21489), and
under the 1940 Act as filed with the Securities and Exchange Commission and
the most recent amendment thereto; and
(f) the most recent Prospectus and Statement of Additional Information
of each of the Funds (such Prospectus and Statement of Additional
Information, as presently in effect, and all amendments and supplements
thereto, are herein collectively called the "Prospectus").
The Trust will furnish the Investment Adviser from time to time with
copies of all amendments of or supplements to the foregoing.
ss.3. MANAGEMENT. Subject to the supervision of the Trust's Board of
Trustees, the Investment Adviser will provide, or arrange for the provision of,
a continuous investment program for each of the Funds, including investment
research and management with respect to all securities and investments and cash
equivalents in the Funds. The Investment Adviser will determine, or arrange for
others to determine, from time to time what securities and other investments
will be purchased, retained or sold by the Trust with respect to the Funds and
will implement, or arrange for others to implement, such determinations through
the placement, in the name of the Funds, of orders for the execution of
portfolio transactions with or through such brokers or dealers as it may select.
The Investment Adviser will provide, or arrange for the provision of, the
services under this Agreement in accordance with each of the Fund's investment
objectives, policies, and restrictions as stated in the Prospectus and
resolutions of the Trust's Board of Trustees.
Subject to the provisions of this Agreement, the Declaration of Trust and
the 1940 Act, the Investment Adviser directly and indirectly may select and
enter into contracts with one or more qualified investment advisers
("Sub-Advisers") to provide to the Trust some or all of the services required by
this Agreement. With respect to any such appointment by the Investment Adviser
of any of the Sub-Advisers, the Investment Adviser will, as appropriate:
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(a) advise the Sub-Advisers with respect to economic conditions and
trends;
(b) assist Sub-Advisers with the placement of orders for the purchase and
sale of securities;
(c) assist and consult with the Sub-Advisers in connection with the Funds'
continuous investment programs; and
(d) periodically review, evaluate and report to the Trust's Board of
Trustees with respect to the performance of the Sub-Advisers.
In fulfilling its responsibilities hereunder, the Investment Adviser
further agrees that it will, or, with respect to services provided to the Trust
by any of the Sub-Advisers appointed by the Investment Adviser, that it will
require that each of the Sub-Advisers:
(a) use the same skill and care in providing such services as it uses
in providing services to fiduciary accounts for which it has investment
responsibilities;
(b) conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and in addition will conduct its
activities under this Agreement (or any applicable sub-investment advisory
agreement) in accordance with any applicable regulations of any
governmental authority pertaining to the investment advisory activities of
the Investment Adviser;
(c) not make loans to any person to purchase or carry shares of
beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Investment Adviser will
attempt to obtain, or require that each of the Sub-Advisers obtain, prompt
execution of orders in an effective manner at the most favorable price. In
assessing the best execution available for any transaction, the Investment
Adviser or any of the Sub-Advisers shall consider all factors it deems
relevant, including the breadth of the market in the security, the price of
the security, the financial condition and execution capability of the
broker-dealer and the reasonableness of the commission, if any (for the
specific transaction and on a continuing basis). Consistent with this
obligation, the Investment Adviser and any of the Sub-Advisers may, in its
discretion and to the extent permitted by law, purchase and sell portfolio
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securities to and from brokers and dealers who provide brokerage and
research services (within the meaning of Section 28(e) of the Securities
Exchange Act of 1934) to or for the benefit of the Funds and/or other
accounts over which the Investment Adviser or any of the Sub-Advisers
exercises investment discretion. Subject to the review of the Trust's Board
of Trustees from time to time with respect to the extent and continuation
of the policy, the Investment Adviser and any of the 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 Investment Adviser or Sub-Advisers determine 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 Investment Adviser or Sub-Advisers with respect to
the accounts as to which it exercises investment discretion. In placing
orders with brokers and dealers, consistent with applicable laws, rules and
regulations, the Investment Adviser may consider the sale of shares of the
Trust. Except as otherwise permitted by applicable laws, rules and
regulations, in no instance will portfolio securities be purchased from or
sold to BISYS Fund Services Limited Partnership, the Investment Adviser,
any Sub-Adviser, or any affiliated person of the Trust, BISYS Fund Services
Limited Partnership, the Investment Adviser or any Sub-Adviser;
(e) will maintain all books and records with respect to the securities
transactions of the Funds and will furnish the Trust's Board of Trustees
such periodic and special reports as the Board may request;
(f) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and the Funds
and prior, present, or potential shareholders, and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the Investment Adviser
or any Sub-Adviser may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust; and
(g) will maintain its policy and practice of conducting its fiduciary
functions independently. In making investment recommendations for the
Funds, the Investment Adviser's or
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Sub-Advisers' personnel will not inquire or take into consideration whether
the issuers of securities proposed for purchase or sale for the Trust's
account are customers of the Investment Adviser or any Sub-Adviser or of
their respective parents, subsidiaries or affiliates. In dealing with such
customers, the Investment Adviser or any Sub-Adviser and their respective
parents, subsidiaries, and affiliates will not inquire or take into
consideration whether securities of those customers are held by the Trust.
ss.4. SERVICES NOT EXCLUSIVE. The investment management services furnished
by the Investment Adviser and any Sub-Adviser hereunder are not to be deemed
exclusive, and the Investment Adviser and any Sub-Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
or any sub-advisory agreement are not impaired thereby.
ss.5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Adviser hereby agrees that all records which
it maintains for the Funds are the property of the Trust and further agrees to
surrender promptly, and to require each of the Sub-Advisers to surrender
promptly, to the Trust any of such records upon the Trust's request. The
Investment Adviser further agrees to preserve, and to require each of the Sub-
Advisers to preserve, for the periods prescribed by Rule 31a-2 under the 1940
Act, the records required to be maintained by Rule 31a-1 under the 1940 Act.
ss.6. EXPENSES. During the term of this Agreement, the Investment Adviser
will pay all expenses, including as applicable, the compensation of any
Sub-Advisers appointed by it, incurred by it in connection with its activities
under this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Funds.
ss.7. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, each of the Funds will pay the Investment Adviser
and the Investment Adviser will accept as full compensation therefor a fee as
set forth on Schedule A hereto. The obligations of the Funds to pay the
above-described fee to the Investment Adviser will begin as of the respective
dates of the initial public sale of shares in the Funds; provided, however, that
the Investment Adviser may from time to time waive some or all of such fees
until such time as it notifies the Trust that it has terminated such waiver.
If in any fiscal year the aggregate expenses of any of the
Funds (as defined under the securities regulations of any state having
jurisdiction over the Trust) exceed the expense limitations of any such state,
the Investment Adviser will reimburse the Fund for a portion of such excess
expenses equal to such excess times
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the ratio of the fees otherwise payable by the Fund to the Investment Adviser
hereunder to the aggregate fees otherwise payable by the Fund to the Investment
Adviser hereunder and to BISYS Fund Services Limited Partnership under the
Administration Agreement between BISYS Fund Services Limited Partnership and the
Trust. The obligation of the Investment Adviser to reimburse the Funds hereunder
is limited in any fiscal year to the amount of its fee hereunder for such fiscal
year, provided, however, that notwithstanding the foregoing, the Investment
Adviser shall reimburse the Funds for such proportion of such excess expenses
regardless of the amount of fees paid to it during such fiscal year to the
extent that the securities regulations of any state having jurisdiction over the
Trust so require. Such expense reimbursement, if any, will be estimated daily
and reconciled and paid on a monthly basis.
ss.8. LIMITATION OF LIABILITY. The Investment 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 a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
ss.9. DURATION AND TERMINATION. This Agreement will become effective as
of the date first written above (or, if a particular Fund is not in existence on
that date, on the date a registration statement relating to that Fund becomes
effective with the Securities and Exchange Commission and Schedule A hereto is
amended to add such Fund), provided that it shall have been approved by vote of
a majority of the outstanding voting securities of such Fund, in accordance with
the requirements under the 1940 Act, and, unless sooner terminated as provided
herein, shall continue in effect until August 20, 1998.
Thereafter, if not terminated, this Agreement shall continue
in effect as to a particular Fund for successive periods of twelve months each
ending on August 20 of each year, provided such continuance is specifically
approved at least annually (a) by the vote of a majority of those members of the
Trust's Board of Trustees who are not parties to this Agreement or interested
persons of any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the vote of a majority of the
Trust's Board of Trustees or by the vote of a majority of all votes attributable
to the outstanding Shares of such Fund. 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
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of the outstanding voting securities of such Fund) or by the Investment Adviser.
This Agreement will immediately terminate in the event of its assignment. (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.)
ss.10. INVESTMENT ADVISER'S REPRESENTATIONS. The Investment Adviser
hereby represents 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, including but not limited to the Xxxxx-Xxxxxxxx
Act and the regulations promulgated thereunder.
ss.11. 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.
ss.12. NAME. The Trust hereby acknowledges that the name "1st Source
Monogram" is a property right of the Investment Adviser. The Investment Adviser
agrees that the Trust and the Funds may, so long as this Agreement remains in
effect, use "1st Source" as part of its name. The Investment Adviser may permit
other persons, firms or corporations, including other investment companies, to
use such name and may, upon termination of this Agreement, require the Trust and
the Funds to refrain from using the name "1st Source" in any form or combination
in its name or in its business or in the name of any of its Funds, and the Trust
shall, as soon as practicable following its receipt of any such request from the
Investment Adviser, so refrain from using such name.
ss.13. 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 law of the State of Ohio.
The Sessions Group is a business trust organized under Chapter
1746, Ohio Revised Code and under a Declaration of Trust, to which reference is
hereby made and a copy of which is on file at the office of the Secretary of
State of Ohio as required by law, and to any and all amendments thereto so filed
or hereafter filed. The obligations of "The Sessions Group" entered into in the
name or on behalf thereof by any of the Trustees, officers, employees or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, officers, employees, agents or shareholders of the Trust
personally, but bind only the assets
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of the Trust, as set forth in Section 1746.13(A), Ohio Revised Code, and all
persons dealing with any of the Funds of the Trust must look solely to the
assets of the Trust belonging to such Fund for the enforcement of any claims
against the Trust.
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.
THE SESSIONS GROUP
By /s/ Xxxxxx X. Xxxxx
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Name Xxxxxx X. Xxxxx
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Title President
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1ST SOURCE BANK
By /s/ Xxxx X. Xxxxx
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Name Xxxx X. Xxxxx
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Title Vice Pres. & Sr. Investment Officer
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Dated: August 20, 1996
Schedule A
to the
Investment Advisory Agreement
between The Sessions Group and
1st Source Bank
dated as of August 20, 1996
Name of Fund Compensation* Date
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1st Source Monogram Annual Rate of August 20, 1996
U.S. Treasury thirty-five one-
Obligations Money hundredths of one
Market Fund percent (0.35%) of
such Fund's average
net assets
1st Source Monogram Annual rate of one August 20, 1996
Diversified Equity hundred ten one-
Fund hundredths of one
percent (1.10%) of
such Fund's average
daily net assets
1st Source Monogram Annual rate of August 20, 1996
Income Equity Fund eighty one-
hundredths of one
percent (0.80%) of
such Fund's average
daily net assets
1st Source Monogram Annual rate of August 20, 1996
Special Equity Fund eighty one-
hundredths of one
percent (0.80%) of
such Fund's average
daily net assets
1st Source Monogram Annual rate of August 20, 1996
Income Fund fifty-five one-
hundredths of one
percent (0.55%) of
such Fund's average
daily net assets
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*All Fees are computed daily and paid monthly.
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1st Source Monogram Annual Rate of August 20, 1996
Intermediate Tax- fifty-five one-
Free Bond Fund hundredths of one
percent (0.55%) of
such Fund's average
daily net assets
THE SESSIONS GROUP
By /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name Xxxxxx X. Xxxxx
-------------------------------------
Title President
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1ST SOURCE BANK
By /s/ Xxxx X. Xxxxx
---------------------------------------
Name Xxxx X. Xxxxx
-------------------------------------
Title Vice Pres. & Sr. Investment Officer
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