Exhibit d under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT
This Contract is made this ...... DAY OF OCTOBER, 2000, between Native
American Advisors, Inc., a ______ corporation having its principal place of
business in Alpharetta, Georgia (the "Adviser"), and 4 WINDS FAMILY OF FUNDS,
aNULL DELAWARE BUSINESS TRUST having its principal place of business in
Pittsburgh, Pennsylvania (the "TRUST").
WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended, and is
registered as such with the Securities and Exchange Commission; and
WHEREAS Adviser engages in the business of rendering investment advisory
and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for the 4 Winds
Treasury Money Market Fund ("Fund") and Adviser accepts the appointment. Subject
to the direction of the Trustees, the Adviser shall provide the Trustees with
periodic reports and analyses regarding current economic and investment matters
which may affect the Fund, and shall monitor and provide the Trustees with
analyses of the Fund's performance in light of these trends. It is agreed and
understood that, during the term of this Contract, Federated Investment
Management Company shall be responsible for the daily management of the Fund's
assets, including the buying and selling of portfolio securities, pursuant to
the terms of a Co-Advisory Agreement dated October _____, 2000 between the Fund
and Federated Investment Management Company (the "Co-Adviser").
2. Adviser, regarding its activities on behalf of the Fund, will be guided
by the Fund's investment objective and policies and the provisions and
restrictions contained in the Declaration of Trust and By-Laws of the Trust and
as set forth in the Registration Statements and exhibits as may be on file with
the Securities and Exchange Commission.
3. The Fund shall pay or cause to be paid all of its own expenses and its
allocable share of Trust expenses, including, without limitation, the expenses
of organizing the Trust and continuing its existence; fees and expenses of
Trustees and officers of the Trust; fees for investment advisory services and
administrative personnel and services; expenses incurred in the distribution of
its shares ("Shares"), including expenses of administrative support services;
fees and expenses of preparing and printing its Registration Statements under
the Securities Act of 1933 and the Investment Company Act of 1940, as amended,
and any amendments thereto; expenses of registering and qualifying the Trust,
the Fund, and Shares under federal and state laws and regulations; expenses of
preparing, printing, and distributing prospectuses (and any amendments thereto)
to shareholders; interest expense, taxes, fees, and commissions of every kind;
expenses of issue (including cost of Share certificates), purchase, repurchase,
and redemption of Shares, including expenses attributable to a program of
periodic issue; charges and expenses of custodians, transfer agents, dividend
disbursing agents, shareholder servicing agents, and registrars; printing and
mailing costs, auditing, accounting, and legal expenses; reports to shareholders
and governmental officers and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; insurance expenses; association
membership dues and such nonrecurring items as may arise, including all losses
and liabilities incurred in administering the Trust and the Fund. The Fund will
also pay its allocable share of such extraordinary expenses as may arise
including expenses incurred in connection with litigation, proceedings, and
claims and the legal obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto.
4. The Fund shall pay to Adviser, for all services rendered to Fund by
Adviser hereunder, the fees set forth in the exhibit attached hereto. In
addition, the Fund shall reimburse the Adviser for travel costs incurred by it
in connection with the attendance by an employee of the Adviser of Board of
Trustees meetings of the Fund.
5. The net asset value of the Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of the
Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Adviser may, by notice to the Fund, voluntarily declare to be
effective.
7. This Contract shall begin for the Fund as of the date of execution of
the exhibit hereto and shall continue in effect with respect to the Fund for two
years from the date of this Contract set forth above and thereafter for
successive periods of one year, subject to the provisions for termination and
all of the other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Contract or interested persons of any such party cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified the
Fund in writing at least sixty (60) days prior to the anniversary date of this
Contract in any year thereafter that it does not desire such continuation with
respect to the Fund.
8. Notwithstanding any provision in this Contract, it may be terminated at
any time with respect to the Fund, without the payment of any penalty, by the
Trustees of the Trust or by a vote of the shareholders of that Fund on sixty
(60) days' written notice to Adviser.
9. This Contract may not be assigned by Adviser and shall automatically
terminate in the event of any assignment. Adviser may employ or contract with
such other person, persons, corporation, or corporations at its own cost and
expense as it shall determine in order to assist it in carrying out this
Contract.
10. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under this Contract on the part
of Adviser, Adviser shall not be liable to the Trust or to any of the Funds or
to any shareholder 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.
11. This Contract may be amended at any time by agreement of the parties
provided that the amendment shall be approved both by the vote of a majority of
the Trustees of the Trust including a majority of the Trustees who are not
parties to this Contract or interested persons of any such party to this
Contract (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose, and, where required by Section 15(a)(2) of the Act, on
behalf of the Fund by a majority of the outstanding voting securities of such
Fund as defined in Section 2(a)(42) of the Act.
12. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) is subject to strict regulatory oversight. The
Adviser agrees to submit any proposed sales literature for the Trust (or the
Fund) or for itself or its affiliates which mentions the Trust (or the Fund) to
the Trust's distributor for review and filing with the appropriate regulatory
authorities prior to the public release of any such sales literature, provided,
however, that nothing herein shall be construed so as to create any obligation
or duty on the part of the Adviser to produce sales literature for the Trust (or
the Fund). The Trust agrees to cause its distributor to promptly review all such
sales literature to ensure compliance with relevant requirements, to promptly
advise Adviser of any deficiencies contained in such sales literature, to
promptly file complying sales literature with the relevant authorities, and to
cause such sales literature to be distributed to prospective investors in the
Trust.
13. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article VII of the Declaration of Trust and agrees
that the obligations pursuant to this Contract of the Fund and of the Trust with
respect to the Fund be limited solely to the assets of the Fund, and Adviser
shall not seek satisfaction of any such obligation from any other fund of the
Trust, the shareholders of any such fund or the Fund, the Trustees, officers,
employees, or agents of the Trust, or any of them.
14. The parties hereto acknowledge that 21st Century Enterprises, Inc. has
reserved the right to grant the non-exclusive use of the name "4 Winds Family of
Funds" or any derivative thereof to any other investment company, investment
company portfolio, investment adviser, distributor, or other business
enterprise, and to withdraw from the Trust and the Fund the use of the name 4
Winds Family of Funds. The name 4 Winds Family of Funds will continue to be used
by the Trust and the Fund so long as such use is mutually agreeable to 21st
Century Enterprises, Inc. and the Trust.
15. The adviser will provide the Co-Adviser with a list, to the best of
the Adviser's knowledge, of all affiliated persons (and any affiliated person of
such an affiliated person) and will promptly update the list whenever the
Adviser becomes aware of any additional affiliated persons.
16. This Contract shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
17. This Contract will become binding on the parties hereto upon their
execution of the attached exhibit to this Contract.
EXHIBIT A
to the
Investment Advisory Contract
4 WINDS TREASURY MONEY MARKET FUND
For all services rendered by Adviser hereunder, the above-named Fund of
the 4 WINDS FAMILY OF FUNDS shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.05% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the Fund
shall be accrued DAILY at the rate of 1/365th of 0.05% of 1% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser MONTHLY.
Witness the due execution hereof this ___ DAY OF OCTOBER , 2000.
4 WINDS FAMILY OF FUNDS
By: /S/ GEORGE POLATAS
Name: GEORGE POLATAS
Title: VICE PRESIDENT
NATIVE AMERICAN ADVISORS, INC.
By: /S/ DEAN PARISIAN
Name: DEAN PARISIAN
Title: PRESIDENT AND DIRECTOR
