INVESTMENT ADVISORY AGREEMENT
This Investment Advisory and Management Agreement ("Agreement"), is made
and entered into this day of , 1999 by and between Institutional Development
Trust, a Delaware business trust (the "Fund"), and Wabash Valley Capital
Management, Inc., an Indiana corporation (the "Advisor").
WHEREAS, the Fund is registered as an open-end, diversified investment
company under the Investment Company Act of 1940 (the "1940 Act") and has
registered its shares of common stock for sale to the public under the
Securities Act of 1933 and various state securities laws; and
WHEREAS, the Fund wishes to retain the Advisor to provide investment
advisory and portfolio management services to the Fund; and
WHEREAS, the Advisor is willing to furnish such services on the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, and intending to be legally bound, the Fund and the Advisor
agree as follows:
1. Appointment. The Fund hereby appoints the Advisor to manage the
investment and reinvestment of assets of the Institutional Development Trust and
any other portfolio of the Fund which may be hereafter designated as a separate
series for the period and on the terms set forth in this Agreement. The Advisor
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. Duties of the Advisor. Subject to supervision by the Board, the Advisor
shall, during the term and subject to the provisions of this Agreement, (i)
determine the composition of the Fund's portfolio, the nature and timing of the
changes herein and the manner of implementing such changes and (ii) provide the
Fund with such investment advisory, research and related services as the Fund
may, from time to time, reasonably require for the investment of its funds. The
Advisor shall perform such duties in accordance with (a) applicable laws and
regulations, including, but not limited to, the 1940 Act, (b) the terms of this
Agreement, (c) the Trust's Declaration of Trust, By-Laws and currently effective
registration statement under the Securities Act of 1933, as amended, and the
1940 Act, and any amendments thereto, (d) relevant undertakings to state
securities regulators which also have been provided to the Advisor, (e) the
stated investment objective(s), policies and restrictions of each applicable
Series, and (f) such other guidelines as the Fund's Board of Trustees ("Board")
reasonably may establish.
3. Services Not Exclusive. The services furnished by the Advisor hereunder
are not to be deemed exclusive and the Advisor shall be free to furnish similar
services to other so long as its services under this Agreement are not impaired
thereby. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Advisor, who may also be a Trustee, officer
or employee of the Fund, to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
4. Expenses Payable by the Fund. Except as otherwise provided in Paragraphs
2 and 5 hereof, the Fund shall be responsible for effecting sales and redemption
of its shares, for determining the net asset value thereof and for all of its
other operations and shall pay all administrative and other costs and expenses
attributable to its operations and transactions, including, without limitation,
voluntary assessments and other expenses incurred connection with membership in
investment company organizations; transfer agent and custodian fees; legal,
administrative and clerical services; auditing; preparation, printing and
distribution of its prospectuses, proxy statements, stockholders reports and
notices; cost of supplies and postage; Federal and state registration fees;
Federal, state and local taxes; non-affiliated directors fees; interest on its
bank loans and brokerage commissions.
5. Expenses Payable by the Advisor. The Advisor is responsible for the
compensation of the Advisor's personnel and other expenses in connection with
the provisions of portfolio management services under this Agreement. Other than
as herein specifically indicated, the Advisor shall not be responsible for the
Fund's expenses. Specifically, the Advisor will not be responsible, except to
the extent of the reasonable compensation of employees of the Fund whose
services may be used by the Advisor.
No trustee, officer or employee of the Fund shall receive from the Fund any
salary or other compensation as such trustee, officer or employee while he is at
the same time a director, officer or employee of the Advisor or any affiliated
company of the Advisor. This paragraph shall not apply to trustees, executive
committee members, consultants and other persons who are not regular members of
the Advisor's or any affiliated company's staff.
6. Compensation. As compensation for the services performed by the Advisor,
the Fund shall pay the Advisor, as promptly as possible after the last day of
each month, a fee, accrued each calendar day (including weekends and holidays)
at the rate of .35% per annum of the daily net assets of the Fund. Advisor may
waive its fee or reimburse the Fund for any amount of the fee payable to it
during that fiscal year.
7. Limitation of Liability of the Advisor. The Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
or any Series in connection with the matters to which this Agreement relate
except a loss resulting from the willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. The Fund
shall indemnify the Advisor and hold it harmless from and against all damages,
liabilities, costs and expenses (including reasonable attorneys' fees and
amounts reasonably paid in settlement) incurred by the Advisor in or by reason
of any pending, threatened or completed action, suit, investigation or other
proceeding (including an action or suit by or in the right of the Fund or its
security holders) arising out of or otherwise based upon any action actually or
allegedly taken or omitted to be taken by the Advisor in connection with the
performance of any of its duties or obligations under this Agreement or
otherwise as an investment advisor of the Fund.
8. Responsibility of Dual Directors, Officers and/or Employees. If any
person who is a director, officer or employee of the Advisor is or becomes a
director, officer and/or employee of the Fund and acts as such in any business
of the Fund pursuant to this Agreement, then such director, officer and/or
employee of the Advisor shall be deemed to be acting in such capacity solely for
the Fund, and not as a director, officer or employee of the Advisor or under the
control or direction of the Advisor, although paid by the Advisor.
9. Execution of Transactions. In the selection of brokers or dealers and
the placement of orders for the purchase and sale of portfolio investments for
the Fund, the Advisor shall use its best efforts to obtain for the Fund the most
favorable price and execution available, except to the extent that it may be
permitted to pay higher brokerage commissions for brokerage or research
services. In doing so, the Advisor may consider such factors which it deems
relevant to the Fund's best interest, such as price, the size of the
transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction, the reputation, experience and
financial stability of the broker-dealer involved and the quality of service
rendered by the broker-dealer in other transactions. Subject to such policies as
the Board may determine, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused a Fund to pay a broker that provides
brokerage or research services to the Advisor an amount of commission for
effecting a portfolio investment transaction in excess of the amount of
commission another broker would have charged for effecting that transaction if
the Advisor determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage or research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the Advisor 's overall responsibilities with respect to the Fund
and to other clients of the Advisor as to which the Advisor exercises investment
discretion.
10. Duration and Termination. This Agreement will remain in effect for two
years from the date of its execution and from year to year thereafter so long as
specifically approved annually, (1) by vote of a majority of the trustees of the
Fund who are not parties to this Agreement or interested persons of such
parties, cast in person at a meeting called for that purpose, and (2) either by
vote of the holders of a majority of the outstanding voting securities of the
Fund or by a majority vote of the Fund's Board of Trustees.
This Agreement shall terminate automatically in the event of its assignment
by the Advisor and shall not be assignable by the Fund without the consent of
the Advisor. This Agreement may also be terminated at any time, without the
payment of penalty, by the Fund or by the Advisor on sixty (60) days' written
notice addressed to the other party at its principal place of business.
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, and no material amendment of this Agreement
shall be effective until approved by vote of the holders of a majority of the
outstanding voting securities of such Series.
12. Definitions. As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested person, " and "assignment "shall
have the same meanings as such terms have in the 1940 Act.
13. Severability. 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.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only an din no way define or delimit nay of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Attest: Institutional Development
Trust
/s/ BY /s/
Vice President of the Fund President
Wabash Valley Capital
Attest: Management
/s/ BY /s/
Vice President of the Fund President
