INVESTMENT MANAGER AGREEMENT
AGREEMENT made as of June 30, 2003 by and between CCM Advisors, LLC, a
limited liability company organized under the laws of the state of Delaware (the
"Adviser") and______, a company organized under the laws of _____ (the
"Investment Manager"), on behalf of the ______ Fund (the "Fund "), a series of
the AHA Investment Funds, Inc. (the "Company"):
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company issues shares in the Fund (the "Shares") registered
under the 1940 Act pursuant to a registration statement filed with the
Securities and Exchange Commission (the "SEC"), as amended from time to time
(the "Registration Statement");
WHEREAS, the Investment Manager is an investment adviser registered under
the Investment Advisers Act of 1940, as amended (the "Advisers Act") and has
filed notification filings under all applicable state securities laws;
WHEREAS, the Adviser is employed by the Company to act as investment
adviser for and to manage, or arrange for the management of, the investment and
reinvestment of the assets of the Fund, to the extent requested by and subject
to the supervision and control of, the Board of Directors of the Company (the
"Board");
WHEREAS, the Company and the Adviser desire to retain the Investment
Manager to render investment advisory services to the Fund; and
WHEREAS, the Investment Manager is willing to provide investment advisory
services to the Fund, in the manner and on the terms and conditions set forth
below;
NOW, THEREFORE, in consideration of their mutual promises, the Adviser and
the Investment Manager agree as follows:
ARTICLE 1
Employment of Investment Manager
1.1 The Adviser hereby employs the Investment Manager to manage the
investment and reinvestment of the assets of the Fund, to the extent requested
by and subject to the supervision and control of, the Adviser and the Board for
the period and upon the terms herein set forth.
1.2 The Investment Manager accepts such employment and agrees during such
period at its own expense to render such services, and to assume the obligations
herein set forth for the compensation herein provided.
1.3 The Investment Manager shall for all purposes be deemed to be an
independent contractor, and unless otherwise expressly provided or authorized
shall have no authority to act for or represent the Company or the Fund in any
way or otherwise be deemed an agent of the Company or the Fund. Notwithstanding
the foregoing, the Investment Manager shall, for the purposes of this agreement,
have authority to act as agent for the Fund, subject to supervision by the
Adviser and the Board.
1.4 The services of the Investment Manager herein provided are not to be
deemed exclusive and the Investment Manager shall be free to render similar
services or other services to others so long as its services hereunder shall not
be impaired thereby.
ARTICLE 2
Duties of Investment Manager
2.1 Investment Management Services.
(a) Subject to the general supervision of the Board and the Adviser, the
Investment Manager shall provide a continuous investment program for
the Fund and determine the composition of the assets of the Fund,
including determination of the purchase, retention or sale of the
securities, cash and other investments for the Fund. In performing
these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic,
statistical, and financial data relevant to the investment
policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities,
consistent with any investment strategies approved by the Board;
(iii)take such steps as are necessary to implement any overall
investment strategies approved by the Board for the Fund,
including making and carrying out day-to-day decisions to acquire
or dispose of permissible investments, managing investments and
any other property of the Fund, and providing or obtaining such
services as may be necessary in managing, acquiring or disposing
of investments;
(iv) regularly report to the Board with respect to the implementation
of any approved overall investment strategy and any other
activities in connection with management of the assets of the
Fund, including furnishing, within 60 days after the end of each
calendar quarter, a statement of all purchases and sales during
the quarter and a schedule of investments and other assets of the
Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions
or authorizations relating to the acquisition or disposition of
investments for the Fund; and
(vi) assist in determining each business day the net asset value of
the shares of the Fund in accordance with applicable law.
(b) The Investment Manager acknowledges that neither the Adviser nor its
employees shall be required to evaluate the merits of investment
selections or decisions made by the Investment Manager or be required
to approve the selections or decisions, or to confirm their compliance
with applicable investment policies and restrictions; these
responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's services shall be subject always to the
control and supervision of the Adviser and the Board, the restrictions
of the Articles of Corporation and Bylaws of the Company, as amended
from time to time, the provisions of the 1940 Act, the statements
relating to the Fund's investment objective or objectives, investment
policies and investment restrictions as set forth in the then-current
Registration Statement, and any applicable provisions of the Internal
Revenue Code of 1986, as amended (the "Code"). The Adviser has
furnished or will furnish the Investment Manager with copies of the
Registration Statement, Articles of Incorporation, and Bylaws as
currently in effect and agrees during the continuance of this
agreement to furnish the Investment Manager with copies of any
amendments or supplements thereto before or at the time the amendments
or supplements become effective. The Investment Manager will be
entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to
ensure that the Fund continuously qualifies as a Regulated Investment
Company under Subchapter M of the Code or any successor provision.
Except as instructed by the Board or the Adviser, the Investment
Manager shall also make decisions for the Fund as to the manner in
which voting rights, rights to consent to corporate action and any
other rights pertaining to the Fund's portfolio securities shall be
exercised. Should the Board at any time make any determination as to
investment policy and notify the Investment Manager thereof, the
Investment Manager shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified
that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities
described in Section 2.1(a) (iii), the Investment Manager may place
orders for the purchase or sale of Fund investments for the account of
the Fund with brokers or dealers selected by it and, to that end, the
Investment Manager is authorized as agents of the Fund to give
instructions to the custodian of the Fund as to deliveries of
securities and payments of cash for the account of the Fund. In
connection with the selection of brokers or dealers and the placing of
purchase and sale orders with respect to assets of the Fund, the
Investment Manager is directed at all times to seek to obtain the best
combination of net price and execution under the circumstances within
the policy guidelines as set forth in the current Registration
Statement. Subject to this requirement and the provisions of the
Advisers Act, the 1940 Act, and other applicable provisions of law,
the Investment Manager may select brokers or dealers with which it,
the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution
under the circumstances, the Investment Manager may also take into
consideration research and statistical information and wire and other
quotation services provided by brokers and dealers to the Adviser and
Investment Manager. The Investment Manager is also authorized to
effect individual securities transactions at commission rates in
excess of the minimum commission rates available, if the Investment
Manager determines in good faith that such amount of 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 Investment Manager's overall
responsibilities with respect to the Fund. The policies with respect
to brokerage allocation, determined from time to time by the Board are
those disclosed in the Registration Statement. The execution of such
transactions shall not be deemed to represent an unlawful act or
breach of any duty created by this agreement or otherwise. The
Investment Manager periodically will evaluate the statistical data,
research and other investment services provided to it by brokers and
dealers. Such services may be used by the Investment Manager in
connection with the performance of its obligations under this
agreement or in connection with other advisory or investment
operations including using such information in managing its own
accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for
sale or purchase of securities or other investments by two or more
series of the Company or by the Company and other accounts
(collectively, "Advisory Clients") managed by the Adviser or the
Investment Manager to the Fund, provided that: (i) the Adviser or
Investment Manager's actions with respect to the aggregation of orders
for multiple Advisory Clients, including the Fund, are consistent with
the then-current positions in this regard taken by the Securities and
Exchange Commission or its staff through releases, "no-action"
letters, or otherwise; and (ii) the Adviser's policies with respect to
the aggregation of orders for multiple Advisory Clients have been
previously submitted and approved by the Board.
(h) The Investment Manager will advise the Adviser and, if instructed by
the Adviser, the Fund's custodian on a prompt basis each day by
electronic telecommunication of each confirmed purchase and sale of a
portfolio security specifying the name of the issuer, the full
description of the security including its class, amount or number of
shares of the security purchased or sold, the market price, the
commission, government charges and gross or net price, trade date,
settlement date and identity of the clearing broker. Under no
circumstances may the Investment Manager or any affiliates of the
Investment Manager act as principal in a securities transaction with
the Fund or any other investment company managed by the Adviser unless
(i) permitted by an exemptive provision, rule or order under the 1940
Act and (ii) upon obtaining prior approval of the securities
transaction from the Adviser. Any such transactions shall be reported
quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a
current basis of changes in investment strategy or tactics or key
personnel. It shall also be the duty of the Investment Manager to
furnish to the Board such information as may reasonably be necessary
for the Board to evaluate this agreement or any proposed amendments
thereto for the purposes of casting a vote pursuant to Section 8.
ARTICLE 3
Allocation of Charges and Expenses
3.1 The Investment Manager will bear its own costs of providing services
hereunder. Other than as specifically indicated herein the Investment Manager
shall not be responsible for the Fund's or the Adviser's expenses, including,
without limitation: the day to day expenses related to the operation and
maintenance of office space, facilities and equipment; expenses incurred in the
organization of the Fund, including legal and accounting expenses and certain
costs of registering securities of the Fund under federal securities law and
qualifying for sale under state securities laws; any share redemption expenses;
expenses of portfolio transactions; shareholder servicing costs; pricing costs;
interest on borrowings by the Fund; charges of the custodian and transfer agent,
if any; cost of auditing services; all taxes and fees; certain insurance
premiums; investor services (including allocable personnel and telephone
expenses); the cost of paying dividends and capital gains distributions and any
extraordinary expenses, including litigation costs in legal actions involving
the Fund, or costs related to indemnification of Directors, officers and
employees of the Company.
3.2 The Fund shall be free to retain at its expense other persons to
furnish it with any services whatsoever, including, without limitation,
statistical, factual or technical information or advice.
ARTICLE 4
Compensation of the Investment Manager
4.1 For the services to be rendered as provided herein, the Adviser shall
pay to the Investment Manager for each month of the Fund's fiscal year on the
last day of each such month a fee based upon the average daily net assets of the
Fund, as determined pursuant to the Fund's Registration Statement, at the
following annual rate as a percentage of the Fund's average daily net assets:
4.2 For the month and year in which this agreement becomes effective or
terminates there shall be an appropriate proration on the basis of the number of
days that the agreement is in effect during the month and year respectively.
4.3 If the net asset value is not required to be determined on any
particular business day, then for the purpose of the foregoing computations, the
net asset value of a share as last determined shall be deemed to be the net
asset value of a share as of the close of business on that day.
4.4 In connection with purchases or sales of portfolio securities for the
account of the Fund, neither the Investment Manager nor any officer, director,
shareholder or other affiliate of the Investment Manager shall: (i) act as agent
and accept any compensation other than its compensation provided for in this
agreement, except in the course of such person's business as an underwriter or
broker; or (ii) act as broker and accept any commission, fee, or other
remuneration in excess of the limits prescribed in the 1940 Act and the rules
promulgated thereunder.
4.5 The Investment Manager agrees that in all matters relating to the
management of the investment of the assets of the Fund, it will act in
conformity with the Registration Statement, Articles of Incorporation, and
Bylaws of the Company then in effect.
ARTICLE 5
Limitations of Liability
5.1 The Investment Manager shall give the Fund the benefit of the
Investment Manager's best judgment and efforts in rendering services under this
agreement; provided, that the Investment Manager shall not be liable for any
error of judgment or import of law, or for any loss suffered by the Company in
connection with the matters to which this agreement relates, except loss
resulting from: (i) willful misfeasance, bad faith or gross negligence on the
part of the Investment Manager in the performance of its obligations and duties
under this agreement; (ii) its reckless disregard of its obligations and duties
under this agreement; or (iii) a breach of Section 2.1(d) of this agreement.
ARTICLE 6
Books and Records
6.1 The Investment Manager shall maintain separate books and detailed
records of all matters pertaining to the Fund (the "Fund's Books and Records"),
including without limitation a daily ledger of such assets and liabilities
relating thereto and brokerage and other records of all securities transactions.
The Investment Manager shall also require that its Access Persons (as defined in
the Investment Manager's Code of Ethics) provide the Investment Manager with
monthly reports of their personal securities transactions. The Fund's Books and
Records shall be available by overnight delivery of copies or for telecopying
without delay to the Adviser during any day that the Fund is open for business.
6.2 The Investment Manager agrees that all books and records which it
maintains for the Fund are the property of the Company and further agrees to
surrender promptly to the Company any such books, records or information upon
the Company's request. All such books and records shall be made available,
within five business days of a written request, to the Company's accountants or
auditors during regular business hours at the Adviser's offices. The Company or
its authorized representative shall have the right to copy any records in the
possession of the Investment Manager which pertain to the Company. Such books,
records, information or reports shall be made available to properly authorized
government representatives consistent with state and federal law and/or
regulations. In the event of the termination of this agreement, all such books,
records or other information shall be returned to the Company free from any
claim or assertion of rights by the Investment Manager.
6.3 The Investment Manager further agrees that it will not disclose or use
any records or information obtained pursuant to this agreement in any manner
whatsoever except as authorized in this agreement and that it will keep
confidential any information obtained pursuant to this agreement and disclose
such information only if the Company has authorized such disclosure, or if such
disclosure is required by federal or state regulatory authorities.
ARTICLE 7
Duration and Termination of this Agreement
7.1 This agreement shall not become effective unless and until the later of
the time at which it is approved by the Board, including a majority of Directors
who are not parties to this agreement or interested persons of any such party to
this agreement, or the time at which it is approved by a majority of the Fund's
outstanding voting securities as required by the 1940 Act. This agreement shall
come into full force and effect on the later of such two dates. The agreement
shall continue in effect for two years and shall thereafter continue in effect
from year to year so long as such continuance is specifically approved at least
annually by: (i) the Board, or by the vote of a majority of the Fund's
outstanding voting securities; and (ii) a majority of those Directors 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.
7.2 Termination.
(a) This agreement may be terminated at any time, without penalty, by vote
of the Board or by vote of the holders of a majority of such Fund's
outstanding voting securities, or by the Adviser or Investment
Manager, on sixty (60) days' written notice to the other party.
(b) This agreement may be terminated at any time without the payment of
any penalty by vote of the Board in the event that it shall have been
established by a court of competent jurisdiction that the Investment
Manager or any officer or director of the Investment Manager has taken
any action which results in a breach of the covenants of the
Investment Manager set forth herein.
(c) This agreement shall automatically terminate in the event of its
assignment.
ARTICLE 8
Amendments to this Agreement
8.1 This agreement may be amended by the parties only if such amendment is
specifically approved by: (i) the vote of a majority of the Fund's outstanding
voting securities, and (ii) a majority of those Directors 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.
8.2 Notwithstanding anything herein to the contrary, this agreement may be
amended by the parties without the vote or consent of shareholders of the Fund
to supply any omission, to cure, correct or supplement any ambiguous, defective
or inconsistent provision hereof, or if they deem necessary to conform this
Agreement to the requirements of applicable federal laws or regulations, but
neither the Adviser or Investment Manager shall be liable for failing to do so.
ARTICLE 9
Notices
9.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Investment Manager:
CCM Advisors, LLC.
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxx
ARTICLE 10
Miscellaneous Provisions
10.1 Other Relationships. It is understood that the officers, Directors,
agents, shareholders and other affiliates of the Company are or may be
interested in the Adviser or Investment Manager as officers, directors agents,
shareholders, affiliates or otherwise, and that the officers, directors,
shareholders, agents and other affiliates of the Adviser or Investment Manager
may be interested in the Company otherwise than as a shareholders.
10.2 Definitions of Certain Terms. The terms "assignment," "affiliated
person" and "interested person", when used in this agreement, shall have the
respective meanings specified in the 1940 Act. The term "majority of the
outstanding voting securities" means the lesser of: (a) 67% or more of the votes
attributable to Shares of the Fund or the Company, as appropriate, present at a
meeting if the holders of more than 50% of such votes are present or represented
by proxy; or (b) more than 50% of the votes attributable to Shares of the Fund
or the Company, as appropriate.
10.3 Applicable Law.
(a) This agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of Illinois without
regard to conflicts of law principles or precedents.
(b) This agreement shall be subject to the provisions of the Securities
Act of 1933, the 1940 Act and the Securities Exchange Act of 1934, and
the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may
grant and the terms hereof shall be interpreted and construed in
accordance therewith.
10.4 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.
10.5 Captions. The captions in this agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
10.6 Counterparts. This agreement may be executed simultaneously in
multiple counterparts, each of which taken together shall constitute one and the
same instrument.
10.7 Cooperation with Authorities. Each party hereto shall cooperate with
the other party and all appropriate governmental authorities (including without
limitation the SEC) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating to
this agreement or the transactions contemplated hereby.
10.8 Cumulative Rights. The rights, remedies and obligations contained in
this agreement are cumulative and are in addition to any and all rights,
remedies and obligations, at law or in equity, which the parties hereto are
entitled to under state and federal laws.
10.9 Compensation of Officers, Directors and Employees. No Director,
officer or employee of the Fund shall receive from the Fund any salary or other
compensation as a Director, officer or employee of the Fund while at the same
time holding a position as a director, officer, partner, member or employee of
the Investment Manager. This paragraph shall not apply to consultants and other
persons who are not regular members of the Investment Manager's staff.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed in their names and on their behalf by their duly authorized officers
all on the day and year first above written.
CCM ADVISORS, LLC
By:
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