INVESTMENT ADVISORY AGREEMENT
Marquis Funds
AGREEMENT made this 17th day of August, 1993, by and between Marquis
Funds, a Massachusetts business trust (the "Trust"), and First National Bank of
Commerce in New Orleans, (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation
(the "Administrator") to provide administration of the Trust's operations,
subject to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Government Securities Fund, Louisiana
Tax-Free Income Fund, Growth and Income Fund, Value Equity Fund, and Treasury
Securities Money Market Fund and such other portfolios as the Trust and the
Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render
such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. Duties of the Adviser. The Trust employs the Adviser to manage
the investment and reinvestment of the assets, and to
continuously review, supervise, and administer the investment
program of the Portfolios, to determine in its discretion the
securities to be purchased or sold, to provide the Administrator
and the Trust with records concerning the Adviser's activities
which the Trust is required to maintain, and to render regular
reports to the Administrator and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
The Adviser shall discharge the foregoing responsibilities
subject to the control of the Board of Trustees of the Trust and
in compliance with such policies as the Trustees may from time to
time establish, and in compliance with the objectives, policies,
and limitations for each such Portfolio set forth in the Trust's
prospectus and statement of additional information as amended
from time to time, and applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own
expense, to render the services and to provide the office space,
furnishings and equipment and the personnel required by it to
perform the services on the terms and for the compensation
provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use
its best efforts to obtain the best net results as described in
the Trust's prospectus and statement of additional information
from time to time. The Adviser will promptly communicate to the
Administrator and to the officers and the Trustees of the Trust
such information relating to portfolio transactions as they may
reasonably request.
It is understood that the Adviser will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the
Trust or be in breach of any obligation owing to the Trust under
this Agreement, or otherwise, solely by reason of its having
directed a securities transaction on behalf of the Trust to a
broker-dealer in compliance with the provisions of Section 28(e)
of the Securities Exchange Act of 1934.
3. Compensation of the Adviser. For the services to be rendered by
the Adviser as provided in Sections 1 and 2 of this Agreement,
the Trust shall pay to the Adviser compensation at the rate
specified in the Schedule(s) which are attached hereto and made a
part of this Agreement. Such compensation shall be paid to the
Adviser at the end of each month, and calculated by applying a
daily rate, based on the annual percentage rates as specified in
the attached Schedule(s), to the assets. The fee shall be based
on the average daily net assets for the month involved.
All rights of compensation under this Agreement for services
performed as of the termination date shall survive the
termination of this Agreement.
4. Other Expenses. The Adviser shall pay all compensation, if any,
of officers or trustees or the Trust who are affiliated persons
of the Adviser or any affiliated corporation of the Adviser, all
expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional
information, and sales literature to prospective clients to the
extent these expenses are not borne by the Trust under a
distribution plan adopted pursuant to Rule 12b-1.
5. Excess Expenses. If the expenses for any Portfolio for any fiscal
year (including fees and other amounts payable to the Adviser,
but excluding interest, taxes, brokerage costs, litigation, and
other extraordinary costs) as calculated every business day would
exceed the expense limitations
imposed on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which Shares are
qualified for offer and sale, the Adviser shall bear such excess
cost.
However, the Adviser will not bear expenses of the Trust or any
Portfolio which would result in the Trust's inability to qualify
as a regulated investment company under provisions of the
Internal Revenue Code. Payment of expenses by the Adviser
pursuant to this Section 5 shall be settled on a monthly basis
(subject to fiscal year end reconciliation) by a reduction in the
fee payable to the Adviser for such month pursuant to Section 3
and, if such reduction shall be insufficient to offset such
expenses, by reimbursing the Trust.
6. Reports. The Trust and the Adviser agree to furnish to each
other, if applicable, current prospectuses, proxy statements,
reports to shareholders, certified copies of their financial
statements, and such other information with regard to their
affairs as each may reasonably request.
7. Status of the Adviser. The services of the Adviser to the Trust
are not to be deemed exclusive, and the Adviser shall be free to
render similar services to others so long as its services to the
Trust are not impaired thereby. The Adviser shall be deemed to be
an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent
the Trust in any way or otherwise be deemed an agent of the
Trust.
8. Certain Records. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2
promulgated under the 1940 Act which are prepared or maintained
by the Adviser on behalf of the Trust are the property of the
Trust and will be surrendered promptly to the Trust on request.
9. Limitation of Liability of the Adviser. The duties of the Adviser
shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the
Adviser hereunder. The Adviser shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in carrying out its duties
hereunder, except a loss resulting from willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by
reason of reckless disregard of its obligations and duties
hereunder, except as may otherwise be provided under provisions
of applicable state law which cannot be waived or modified
hereby. (As used in this Paragraph 9, the term "Adviser" shall
include directors, officers, employees
and other corporate agents of the Adviser as well as that
corporation itself).
So long as the Adviser acts in good faith and with due diligence
and without gross negligence or willful misconduct, the Trust
assumes full responsibility and agrees to and hereby does
indemnify the Adviser and hold it harmless from and against any
and all actions, suits and claims, whether groundless or
otherwise, and from and against any and all losses, damages,
costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of
said advisory relationship to the Trust or any other service
rendered to the Trust hereunder. The indemnity and defense
provisions set forth herein shall indefinitely survive the
termination of this Agreement.
The Adviser's rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any
pending or threatened litigation with respect to which
indemnification hereunder may ultimately be merited if a majority
of the disinterested Trustees or independent legal counsel
determines that there is a reasonable belief that indemnification
ultimately will be permissible. However, if it is ultimately
determined that the Adviser is not entitled to indemnification,
all funds advanced must be returned to the Trust.
In order that the indemnification provision contained herein
shall apply, however, it is understood that if in any case the
Trust may be asked to indemnify or hold the Adviser harmless, a
determination must be made either by a vote of a majority of the
disinterested Trustees or by opinion or independent legal counsel
that indemnification is available. In addition, the Trust shall
be fully and promptly advised of all pertinent facts concerning
the situation in question, and it is further understood that the
Adviser will use all reasonable care to identify and notify the
Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification against the Trust, but failure to do so in good
faith shall not affect the Adviser's rights hereunder.
10. Permissible Interests. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and
shareholders of the Adviser are or may be interested in the Trust
as Trustees, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Trust as a shareholder
or
otherwise. In addition, brokerage transactions for the Trust may
be effected through affiliates of the Adviser if approved by the
Board of Trustees, subject to the rules and regulations of the
Securities and Exchange Commission.
11. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall remain in effect until two
years from date of execution, and thereafter, for periods of one
year so long as such continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of those
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 approval, and (b) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Portfolio; provided, however, that if
the shareholders of any Portfolio fail to approve the Agreement
as provided herein, the Adviser may continue to serve hereunder
in the manner and to the extent permitted by the 1940 Act and
rules and regulations thereunder. The foregoing requirement that
continuance of this Agreement be "specifically approved at least
annually" shall be construed in a manner consistent with the 1940
Act and the rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor
more than 60 days written notice to the Adviser, or by the
Adviser at any time without the payment of any penalty, on 90
days written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the
other party at any office of such party.
As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the
1940 Act and the rules and regulations thereunder; subject to
such exemptions as may be granted by the Securities and Exchange
Commission under said Act.
12. Notice. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by
registered or certified mail, postage prepaid, addressed by the
party giving notice to the other party at the last address
furnished by the other party to the party giving notice: if
to the Trust, at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX and if to
the Adviser at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000.
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.
A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and are not binding upon any of the Trustees, officers, or
shareholders of the Trust individually but binding only upon the assets and
property of the Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
Marquis Funds First National Bank of Commerce in
New Orleans
By: /s/ By: /s/
Attest: /s/ Attest: /s/
Schedule A
to the
Investment Advisory Agreement
between
Marquis Funds
and
First National Bank of Commerce in New Orleans
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee
--------- ---
Government Securities Fund .55%
Louisiana Tax-Free Income Fund .35%
Growth and Income Fund .74%
Value Equity Fund .74%
Treasury Securities Money Market Fund .30%
Schedule B
dated August 8, 1995
to the
Investment Advisory Agreement
dated August 17, 1993
between
Marquis Funds
and
First National Bank of Commerce in New Orleans
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee
--------- ---
Institutional Money Market Fund .15%
Schedule C
dated _________________, 1996
to the
Investment Advisory Agreement
dated August 17, 1993
between
Marquis Funds
and
First National Bank of Commerce in New Orleans
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee
--------- ---
Tax Exempt Money Market Fund .45%
Growth Equity Fund .74%
