Exhibit 5(vii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FIRST COMMERCE INVESTORS, INC.
SUB-ADVISORY AGREEMENT
This sub-advisory agreement is made as of 10th day of September, 1997
by and between First Commerce Investors, Inc., a Nebraska Corporation having its
principal office and place of business at Xxxxx 000, XXX Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 (herein referred to as "Advisor") and Xxxxx X. Xxxxxx having his
principal place of business at 00 X. XxXxxxx #0000, Xxxxxxx, Xxxxxxxx 00000
(herein referred to as "Xxxxxx").
WHEREAS, the Advisor is an investment advisor to (i) the Great Plains
Funds, a Massachusetts business trust organized and registered as an open-end
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") under an Investment Advisory Contract dated as of September 1, 1997
("Advisory Agreement"), (ii) the Trust Department of National Bank of Commerce
Trust and Savings Association and (iii) various entities or persons controlled
by or under common control with First Commerce Bancshares, Inc.;
WHEREAS, the Advisor will manage the international foreign securities
portfolio of the Great Plains Equity Fund and the Great Plains International
Equity Fund as well as international foreign securities portfolios of its other
clients;
WHEREAS, the Advisor desires to retain Xxxxxx to provide continuous
advice as to investments in international securities.
Now therefore, in consideration of these premises and for the mutual
covenants and agreements contained herein, the parties agree as follows:
1. Appointment.
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a) The Advisor hereby appoints Xxxxxx to act as an
investment advisor for all assets under management by
the Advisor or its affiliates which now presently
consist of or in the future may consist of
international foreign securities. For purposes of
this agreement, investment advice provided by Xxxxxx
shall consist of economic and financial forecasts for
Europe, financial analyses of companies which have
their principal operations in Europe, monitoring
relative currency values between foreign
jurisdictions and the United States, providing
research analysis and various reports on various
companies and making specific recommendations as to
the purchase and sale of foreign securities. Such
investment advisory services shall not consist of any
discretionary management of any portfolio of any
client of the Advisor, including Great Plains Funds.
Xxxxxx accepts such appointment and agrees to furnish
such services for and in consideration of the
compensation set forth herein.
b) Xxxxxx'x investment advice shall be limited to
recommendations of stocks and/or debt instruments
issued by companies who have their principal place of
businesses in Europe. Nevertheless, the Advisor from
time to time may ask Xxxxxx to provide investment
advice about the securities of companies having their
principal place of businesses in other foreign
jurisdictions including without limitation, Asia and
Latin America. Xxxxxx shall periodically provide such
reports and/or other materials that the Advisor may
request from time to time.
2. Xxxxxx warrants that he is registered as an investment advisor
and agrees that he will comply with all applicable rules and
regulations of the Securities and Exchange Commission and, in
addition, will conduct his activities under this agreement in
accordance with other applicable law. In discharging his
duties hereunder Xxxxxx shall use the same skill and care he
might use in providing services to fiduciary accounts for
which he has investment discretion.
a) Xxxxxx acknowledges receiving a copy of the
Registration Statement on Form N-1A of the Great
Plains Funds and a copy of the Advisory Agreement and
agrees to conduct his activities and provide any
investment advice to the Advisor relating to the
Great Plains Funds in accordance with the Great
Plains Funds investment objectives, policies and
limitations, as stated in such Registration Statement
as it may be amended from time to time, and with the
terms of the Advisory Contract, including in
particular the obligation to submit to the
distributor of Great Plains Funds for review,
approval and regulatory filing any sales literature
or advertising material that mentions the Great
Plains Funds.
3. Nonexclusive services. The services performed by Xxxxxx hereunder
are deemed not to be exclusive, and Xxxxxx shall be free to
furnish similar services to others so long as his services under
this Agreement are not impaired thereby.
4. Books and Records. In compliance of requirements of Rule 31a-3
under the 1940 Act, Xxxxxx hereby agrees that all records
which he maintains for each portfolio of the Great Plains
Funds are the property of the Fund, and further agrees to
surrender promptly to the Fund any of such records upon the
Fund's request. Xxxxxx further agrees to preserve for the
periods described by Rule 31a-2 under the 1940 Act, the
records required to be maintained by 30a-1 under the 1940 Act.
5. Expenses. Xxxxxx shall pay all expenses incurred by him in
performing his services and duties for the Advisor, other than
those incurred by him at the direct request of the Advisor,
including without limitation travel, lodging and related
expenses. All other expenses incurred in the operation of the
Great Plains Funds or other accounts managed by the Advisor
will be borne by them, except to the extent specifically
assumed by others.
6. Compensation. In consideration of the services rendered
pursuant to this Agreement, the Advisor shall pay Xxxxxx the
fee as set forth on Schedule 1 attached hereto. In addition,
the Advisor agrees to pay one half the cost of a Bloomberg
service chosen by the mutual agreement of the parties. Xxxxxx
agrees to accept such compensation for all services provided
to FCI and acknowledges that he shall not be entitled to any
further compensation from either the Advisor or any of the
Advisor's clients, including the Great Plains Fund in respect
of such services rendered. The payment of the investment
advisory fee to Xxxxxx shall be made solely by the Advisor,
notwithstanding that such fee made is based upon the net
assets of the Great Plains Funds International Equity Fund.
7. Term. This agreement shall continue until September 30, 1998 and
thereafter shall continue automatically for successive annual
periods ending on September 30 of each year, provided that such
continuance is specifically approved by a) the Advisor and b) the
Board of Trustees of the Great Plains Funds, or c) by a vote of
majority (as defined in the 0000 Xxx) of the outstanding voting
securities of the Great Plains Equity Fund, the Great Plains
International Equity Fund, and or any other portfolio of the
Great Plains Funds for which Xxxxxx provides investment advice;
provided that in any event, the continuance of this agreement is
also approved by the majority of the Trustees of the Great Plains
Funds who are not "interested persons" (as defined in the 0000
Xxx) of any party to this agreement, by a vote cast in person and
meeting called for the purpose of voting on such approval. This
agreement is terminable without penalty, on not more than sixty
days written notice to Xxxxxx by the Advisor, the Board of
Trustees of the Great Plains Funds, or by a vote of the holder of
majority of the shares of the Great Plains International Equity
Fund, the Great Plains Equity Fund, or upon not less than sixty
days written notice to the Advisor, by Xxxxxx. This agreement
will also terminate automatically, as to the Great Plains Funds
International Equity Fund, the Great Plains Equity Fund or other
portfolios of the Great Plains Funds in the event of its
assignment (as defined in the 1940 Act). In addition,
notwithstanding anything herein to the contrary, in the event of
the termination of the Advisory Agreement between the Great
Plains Funds and the Advisor, this agreement shall terminate with
respect thereto on the same effective date as the termination of
the Advisory Agreement between the Advisor and the Great Plains
Funds.
8. Confidentiality. All information regarding the customers,
investments, investment management of First Commerce
Investors, Inc. and National Bank Of Commerce Trust and
Savings Association and all trade secrets, business and
technical information, processes, business practices, plans,
agreements, financial information and any other information
about First Commerce Bancshares, Inc. its subsidiaries and
persons controlled by or under common control with First
Commerce Bancshares, Inc provided to Xxxxxx and not otherwise
in the public domain is deemed confidential and proprietary.
Such information may not be disclosed by Xxxxxx to any person
not affiliated with First Commerce Bancshares, Inc. without
the prior consent of the Advisor unless required to be
disclosed by applicable law.
9. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties
under this Agreement on the part of Xxxxxx, Xxxxxx shall not
be liable to the Advisor or Great Plains Fund or to any of the
Funds or to any shareholder thereof for any act or omission in
the course of or connected in any way with rendering services
or for any losses that may be sustained in the purchase,
holding, or sale of any security. In the absence of Xxxxxx'x
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties under this Agreement, the Advisor
hereby agrees to indemnify Xxxxxx and hold him harmless for
any expense, fine or other cost, including legal expenses,
that Xxxxxx may incur that arises out of any claim, cause of
action, judgement, or administrative action relating to his,
the Advisor's or the Great Plains Funds acts and or omissions
in the purchase, holding, or sale of any security for the
Great Plains Funds.
10. Xxxxxx is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of
Trust of the Great Plains Fund and agrees that the obligations
pursuant to this Agreement of a particular Fund and of the
Great Plains Fund with respect to that particular Fund be
limited solely to the assets of that particular Fund, and
Xxxxxx shall not seek satisfaction of any such obligation from
any other Fund, the shareholders of any Fund, the Trustees,
officers, employees or agents of the Great Plains Fund, or any
of them.
11. Miscellaneous.
a) Amendments. No provision in this agreement may be changed,
waived, discharged or terminated except by an instrument in
writing and signed by the party against whom enforcement of the
change, waiver, discharge, or termination is sought.
b) Captions. Construction of the captions of this
agreement are included for convenience of reference
only and in no way define or limit any of the
provisions hereof or otherwise affect the
construction or fact. 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 adhere to
the benefit of the parties hereto, and the respective
permitted successors and assigns and shall be
governed by Nebraska law; provided, however, that
nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or
regulation of the Securities and Exchange Commission
thereunder.
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c) Any notice or instrument in writing authorized or
required by this agreement to be given shall be
sufficiently given if addressed to the recipient
party and mailed or delivered to it at its office at
the address first above written, or such other place
as may be from time to time designated in writing.
Any notice or instrument in writing authorized or
required by this agreement to be given to Xxxxxx
shall be sufficiently given of addressed to Xxxxxx
and mailed or delivered to him at his office at the
address first written above, or at such other place
as Xxxxxx may be from time to time designate in
writing.
IN WITNESS WHEREOF the parties hereto have caused this agreement to be
executed by the officers designated below as of the date first written above.
First Commerce Investors, Inc.
By: /s/ Xxxxx Xxxxxx, III
Xxxxx Xxxxxx, III
Chairman and CEO
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
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SCHEDULE I
Compensation for the services rendered by Xx.
Xxxxxx to the Advisor under this
agreement.
The Advisor shall pay to Xx. Xxxxxx the greater of $75,000.00/ year or sixteen
basis points of the average annual net assets of the International Equity Fund
of the Great Plains Funds. Such fee shall be accrued and paid on or before the
15th day of the next succeeding month for which it is calculated.
