EXHIBIT 5
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this th day of
, 1996 between Insight Premier Funds, a Massachusetts
business trust (the "Trust"), on behalf of its series (each,
a "Fund" and collectively, the "Funds"), and Insight
Management, Inc. (the "Adviser"), registered as an
investment adviser under the Investment Advisers Act of 1940
(the "Advisers Act").
WHEREAS, the Trust is registered as an open-end,
management investment company under the Investment Company
Act of 1940 (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to
furnish investment advisory services to the Funds in the
management of each Fund's assets, and the Adviser is willing
to furnish such services for the Trust on the terms
hereinafter set forth;
NOW THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed between the
parties hereto as follows:
1. Appointment. The Trust hereby appoints the
Adviser to act as investment adviser to each Fund for the
period and on the terms set forth in this Agreement. The
Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein
provided. In the event that the Trust establishes one or
more series other than the Funds with respect to which it
desires to retain the Adviser to act as investment adviser
hereunder, it shall notify the Adviser in writing. If the
Adviser is willing to render such services under this
Agreement it shall notify the Trust in writing whereupon
such series shall become a Fund hereunder and shall be
subject to the provisions of this Agreement except to the
extent that said provisions (including those relating to the
compensation payable by the Fund to the Adviser) are
modified with respect to such Fund in writing by the Trust
and the Adviser at the time.
2. Delivery of Documents. The Trust has furnished
the Adviser with copies, properly certified or
authenticated, of each of the following:
(a) The Trust's Declaration of Trust as filed with the
Secretary of the Commonwealth of Massachusetts on September
13, 1996 (such Declaration of Trust, as presently in effect
and as it shall from time to time be amended, is herein
called the "Declaration of Trust");
(b) The Trust's By-Laws (such By-Laws, as presently in
effect and as they shall from time to time be amended, are
herein called the "By-Laws");
(c) Votes of the Trust's Board of Trustees authorizing the
appointment of the Adviser and approving this Agreement;
(d) The Trust's Registration Statement on Form N-1A under
the Securities Act of 1933 (the "1933 Act"), and under the
1940 Act, relating to shares of beneficial interest of the
Trust (herein called the "Shares") as filed with the
Securities and Exchange Commission (the "SEC") and all
amendments thereto; and
(e) The most recent prospectus of the Trust relating to
the Funds (such prospectus together with the related
Statement of Additional Information, as presently in effect
and all amendments and supplements thereto, are herein
called the "Prospectus").
The Trust will furnish the Adviser from time to time with
copies of all amendments of or supplements to the foregoing,
if any.
3. Management. Subject to the supervision of the
Trust's Board of Trustees, the Adviser will provide a
continuous investment program for each Fund's assets
entrusted to it for portfolio management purposes, including
investment research and management with respect to all
securities, investments, cash and cash equivalents in the
Funds. The Adviser will determine from time to time what
securities and other investments will be purchased, retained
or sold with respect to the Funds and will place the daily
purchase or sale orders. The Adviser will provide the
services rendered by it under this Agreement in accordance
with each Fund's investment objective, policies and
restrictions as stated in the Prospectus and votes of the
Trust's Board of Trustees. The Adviser agrees that it will
supply the Trust and its Board of Trustees with reports and
statistical data as requested with respect to the securities
that each Fund may hold or contemplate purchasing.
4. Other Covenants. The Adviser agrees that it:
(a) will comply with all applicable Rules and
Regulations of the SEC and will, in addition, conduct its
activities under this Agreement in accordance with
regulations of any other Federal and State agencies which
may now or in the future have jurisdiction over its
activities under this Agreement;
(b) will use its best efforts to seek the best
overall terms available in executing transactions for the
Funds and soliciting brokers or dealers. In assessing the
best overall terms available for any transaction, the
Adviser shall consider all factors that it deems relevant,
including, but not limited to, the breadth of the market in
the security, the price of the security, the financial
condition and execution capability of the broker or dealer,
and the reasonableness of the commission, if any, both for
the specific transaction and on a continuing basis. In
evaluating the best overall terms available, and in
selecting the brokers or dealers to execute a particular
transaction, the Adviser may consider the brokerage and
research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934, as amended)
provided to the Funds and/or other accounts over which the
Adviser or an affiliate of the Adviser exercises investment
discretion. The Adviser is authorized to pay to a broker or
dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for a Fund
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 determines in good
faith that such commission is 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 in terms of all of the accounts
over which the Adviser or any affiliate of the Adviser
exercises investment discretion;
(c) will provide certain executive personnel
for the Trust as may be mutually agreed upon from time to
time with the Board of Trustees, the salaries and expenses
of such personnel to be borne by the Adviser unless
otherwise mutually agreed upon;
(d) will, at its own expense, maintain such
staff and employ or retain such personnel and consult with
such other persons as may be necessary to render the
services required to be provided by the Adviser or furnished
to the Trust under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the
Adviser shall be deemed to include persons employed or
otherwise retained by the Adviser to furnish statistical and
other factual data, advice regarding economic factors and
trends, information with respect to technical and scientific
developments, and such other information, advice and
assistance as the Adviser may desire. The Adviser will also
provide such additional management and administrative
services as may be required in connection with the business
affairs and operations of the Trust beyond those furnished
by the Trust's administrator;
(e) will bear the cost of rendering the
services to be performed by it under this Agreement, and
shall provide the Trust with such office space, facilities,
equipment, clerical help, and other personnel and services
as the Trust shall reasonably require in the conduct of its
business.
5. Services Not Exclusive. The advisory services
furnished by the Adviser hereunder are not to be deemed
exclusive, and the Adviser shall be free to furnish similar
services to others so long as its services under this
Agreement are not impaired thereby. To the extent that the
purchase or sale of securities or other investments of the
same issuer may be deemed by the Adviser to be suitable for
two or more accounts managed by the Adviser, the available
securities or investments may be allocated in a manner
believed by the Adviser to be equitable to each account.
The Trust recognizes that in some cases this procedure may
adversely affect the price paid or received by a Fund or the
size of the position obtainable for or disposed of by that
Fund.
6. Books and Records. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the Adviser
hereby agrees that all records which it maintains for the
benefit of the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of
such records upon the Trust's request. The Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by
it pursuant to Rule 31a-1 under the 1940 Act that are not
maintained by others on behalf of the Trust.
7. Expenses. During the term of this Agreement,
the Adviser will pay all expenses incurred by it in
connection with its investment advisory services under this
Agreement other than the cost of securities, commodities and
other investments (including brokerage commissions and other
transaction charges, if any) purchased or sold for a Fund.
Each Fund will bear certain other expenses incurred in its
operation, including: organizational expenses; taxes,
interest, brokerage costs and commissions; fees of Trustees
of the Trust who are not officers, directors, or employees
of the Adviser, the distributor or administrator or any of
their affiliates; Securities and Exchange Commission fees;
state Blue Sky qualification fees; charges of the
administrator, the custodian, any subcustodians, and
transfer and dividend-paying agents; insurance premiums;
auditing, pricing and legal expenses; costs of maintenance
of the Trust's existence; costs of preparing and printing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of
the shareholders of the Funds and of the officers or Board
of Trustees of the Trust; membership fees in trade
associations; litigation, indemnification and other
extraordinary or non-recurring expenses.
8. Compensation. For the services provided by the
Adviser pursuant to this Agreement, the Trust will pay the
Adviser and the Adviser will accept as full compensation an
investment advisory fee, based upon the average daily net
assets of each Fund, accrued daily and paid monthly as soon
as practicable after the end of each month, at the annual
rate set forth below. If the Adviser shall serve for less
than the whole of any month, the foregoing compensation
shall be prorated. The Adviser may, from time to time,
waive certain amounts payable hereunder or reimburse Fund
expenses for such period or periods as the Adviser deems to
be advisable.
Insight Growth Fund 0.75%
Insight Moderate Growth Fund 0.75%
Insight Conservative Allocation Fund 0.75%
9. Reimbursement of the Fund. If in any fiscal
year the aggregate expenses of a Fund (as defined under the
securities regulations of any state having jurisdiction over
the merits of the offering of Fund Shares) exceed the
expense limitation of any such state, the Adviser will
reimburse that Fund for such excess expenses. The
obligation of the Adviser to reimburse a Fund 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 Adviser shall reimburse
that Fund for 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 over the merits of the offering of
Fund Shares so requires. Such expense reimbursement, if
any, will be estimated, reconciled and paid on a monthly
basis.
10. Corporate Name. The Trust acknowledges that it
uses the name "INSIGHT" in connection with the Funds and the
Trust by consent of the Adviser, which consent was given in
reliance upon the provisions hereafter contained. The Trust
agrees that if the Adviser should cease to be the investment
adviser of the Funds, the Trust will, upon written demand of
the Adviser, forthwith delete from the Funds' name and from
the Trust's name the word "INSIGHT" or any approximation
thereof. The Trust further agrees that the Adviser may
permit other persons, partnerships (general or limited),
associations, trusts, corporations or other incorporated or
unincorporated groups of persons, including without
limitation any investment company or companies of any type
which may be initially sponsored or organized by the Adviser
in the future, to use the word "INSIGHT" or any
approximation thereof as part of their names. As used in
this section, "INSIGHT" and "Insight Management, Inc." and
"Adviser" shall include any successor corporation,
partnership, limited partnership, trust or person.
11. Limitation of Liability. The Adviser shall not
be liable for any error of judgment, mistake of law or for
any other loss whatsoever suffered by the Trust 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 Adviser in the performance of
its duties or from reckless disregard by it of its
obligation and duties under this Agreement. The Trust and
the Adviser agree that the obligations of the Trust under
this Agreement shall not be binding upon any of the
Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust,
individually, but are binding only upon the assets and
property of the Trust, as provided in the Declaration of
Trust. No Fund shall be liable for the obligations incurred
by any other Fund hereunder. The execution and delivery of
this Agreement have been authorized by the Board of Trustees
and a majority of the holders of each Fund's outstanding
voting securities, and signed by an authorized officer of
the Trust, acting as such, and neither such authorization by
such Trustees and shareholders nor such execution and
delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on
any of them personally, but shall bind only the assets and
property of the Trust as provided in the Declaration of
Trust.
12. Duration and Termination. This Agreement shall
become effective on , 199 and,
unless sooner terminated as provided herein, shall continue
in effect until June 30, 1998. Thereafter, this Agreement
shall be renewable as to any Fund for successive periods of
one year each, provided such continuance is specifically
approved annually:
(a) by the vote of a majority of those members
of the Trust's Board of Trustees who are not interested
persons of any such party (as that term is defined in the
1940 Act), cast in person at a meeting called for the
purpose of voting on such approval; and
(b) by the Trust's Board of Trustees or by
vote of a majority of the outstanding voting securities of
such Fund, provided, however, that if the holders of any one
Fund fail to approve the Agreement, the Adviser may continue
to act as investment manager of the Fund(s) which did
approve the Agreement, and may continue to act as investment
manager for the Fund which did not approve the Agreement
until new arrangements are made by such Fund.
Notwithstanding the foregoing, this Agreement may be
terminated as to a Fund at any time, 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 the Fund), or by the Adviser, in each case, on
sixty days' prior written notice. 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 such terms have
in the 1940 Act.)
13. Amendment of Agreement. This Agreement may be
amended as to any Fund by mutual written consent, but the
consent of the Trust must be approved (a) by vote of a
majority of those members of the Board of Trustees of the
Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting
called for the purpose of voting on such amendment, and (b)
if required by the 1940 Act, by vote of a majority of the
outstanding voting securities of that Fund. However, the
provisions of this Section 13 shall not restrict or limit
the Adviser's ability to waive its fees or reimburse any
Fund's expenses in accordance with Section 8 of this
Agreement.
14. 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 Commonwealth of
Massachusetts. This Agreement may be executed in one or
more counterparts, all of which taken together shall be
deemed one original.
INSIGHT PREMIER FUNDS
By: ____________________________
Name:
Title:
ATTEST:
By: ____________________________
Name:
Title:
INSIGHT MANAGEMENT, INC.
By: ____________________________
Name:
Title:
ATTEST:
By: ____________________________
Name:
Title:
7
