Exhibit (d)(31)
ALLEGIANT FUNDS
ADVISORY AGREEMENT
AGREEMENT made as of May 1, 2009 between ALLEGIANT FUNDS, a
Massachusetts business trust, located in King of Prussia, Pennsylvania (the
"Trust") and ALLEGIANT ASSET MANAGEMENT COMPANY, located in Cleveland, Ohio (the
"Adviser").
WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Trust desires to retain the Adviser as investment
adviser to the series of the Trust listed on Schedule 1 to this Agreement (the
"Fund(s)";
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed among the parties hereto as follows:
1. DELIVERY OF DOCUMENTS. The Adviser acknowledges that it has received
copies of each of the following:
(a) The Trust's Declaration of Trust, as filed with the State
Secretary of the Commonwealth of Massachusetts on January 29,
1986 and all amendments thereto (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 Code of Regulations, and amendments thereto (such
Code of Regulations, as presently in effect and as it shall from
time to time be amended, is herein called the "Code of
Regulations");
(c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Adviser and approving this Agreement;
(d) The Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission
("SEC") on September 26, 1985 and all amendments thereto;
(e) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") (File No.
33-488) and under the 1940 Act as filed with the SEC on
September 26, 1985 and all amendments thereto; and
(f) The Trust's most recent prospectuses and statements of
additional information with respect to the Funds (such
prospectuses and statements of additional information, as
presently in effect and all amendments and supplements thereto
are herein called individually, a "Prospectus," and
collectively, the "Prospectuses").
The Trust will furnish the Adviser from time to time with
execution copies of all amendments of or supplements to the foregoing.
2. SERVICES. The Trust hereby appoints the Adviser to act as investment
adviser to the Funds for the period and on the terms set forth in this
Agreement. Intending to be legally bound, the Adviser accepts such appointment
and agrees to furnish the services required herein to the Funds for the
compensation hereinafter provided.
Subject to the supervision of the Trust's Board of Trustees, the
Adviser will provide a continuous investment program for the Funds, including
investment research and management with respect to all securities and
investments 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 by the Funds. The Adviser will provide the services under this Agreement
in accordance with the Funds' investment objectives, policies, and restrictions
as stated in the Prospectus and resolutions of the Trust's Board of Trustees
applicable to the Funds.
3. SUBCONTRACTORS. It is understood that the Adviser may from time to
time employ or associate with itself such person or persons as the Adviser may
believe to be particularly fitted to assist in the performance of this
Agreement; provided, however, that the compensation of such person or persons
shall be paid by the Adviser and that the Adviser shall be as fully responsible
to the Trust for the acts and omissions of any subcontractor as it is for its
own acts and omissions. Without limiting the generality of the foregoing, it is
agreed that investment advisory services to the Funds may be provided by a
sub-adviser agreeable to the Adviser and approved in accordance with the
provisions of the 1940 Act. Any such sub-advisers are hereinafter referred to as
the "Sub-Advisers." In the event that any Sub-Adviser appointed hereunder is
terminated, the Adviser may provide investment advisory services pursuant to
this Agreement to the Funds involved without further shareholder approval.
Notwithstanding the employment of any Sub-Adviser, the Adviser shall in all
events: (a) establish and monitor general investment criteria and policies for
the Funds; (b) review investments in the Funds on a periodic basis for
compliance with their investment objectives, policies and restrictions as stated
in the Prospectus; (c) review periodically any Sub-Adviser's policies with
respect to the placement of orders for the purchase and sale of portfolio
securities; (d) review, monitor, analyze and report to the Board of Trustees on
the performance of any Sub-Adviser; (e) furnish to the Board of Trustees or any
Sub-Adviser, reports, statistics and economic information as may be reasonably
requested; and (f) recommend, either in its sole discretion or in conjunction
with any Sub-Adviser, potential changes in investment policy.
4. COVENANTS BY ADVISER. The Adviser agrees with respect to the
services provided to the Funds 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 other applicable law;
(b) will use the same skill and care in providing such services as
it uses in providing services to similar fiduciary accounts for
which it has investment responsibilities;
(c) will not make loans to any person to purchase or carry shares in
the Funds, or make interest-bearing loans to the Trust or the
Funds;
(d) will maintain a policy and practice of conducting its investment
management activities independently of all affiliates;
(e) will place orders pursuant to its investment determinations for
the Funds either directly with the issuer or with any broker or
dealer. In selecting brokers or dealers for executing portfolio
transactions, the Adviser will use its best efforts to seek on
behalf of the Trust and the Funds the best overall terms
available. In assessing the best overall terms available for any
transaction the Adviser shall consider all factors it deems
relevant, including 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 broker or dealer to execute a
particular transaction, the Adviser may also 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 any affiliate of the Adviser exercises investment
discretion. The Adviser is authorized, subject to the prior
approval of the Board, to negotiate and pay to a broker or
dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for any of the
Funds 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 was reasonable in relation to the
value of the brokerage and research services provided by such
broker or dealer viewed in terms of that particular transaction
or in terms of the overall responsibilities of the Adviser with
respect to the accounts as to which it exercises investment
discretion. In no instance will any of the Funds' securities be
purchased from or sold to the Adviser, any Sub-Adviser,
Professional Funds Distributors, LLC ("PFD") (or any other
principal underwriter to the Trust) or an affiliated person of
either the Trust, the Adviser, Sub-Adviser, or PFD (or such
other principal underwriter) unless permitted by an order of the
SEC or applicable rules. In executing portfolio transactions for
the Funds, the Adviser may, but shall not be obligated to, to
the extent permitted by applicable laws and regulations,
aggregate the securities to be sold or purchased with those of
other investment portfolios of the Trust and its other clients
where such aggregation is not inconsistent with the policies set
forth in the Trust's registration statement. In such event, the
Adviser will allocate the securities so purchased or sold, and
the expenses incurred in the transaction, in the manner it
considers to be the most equitable and consistent with its
fiduciary obligations to the Funds and such other clients;
(f) will maintain all books and records with respect to the
securities transactions for the Funds and furnish the Trust's
Board of Trustees such periodic and special reports as the Board
may request; and
(g) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Funds
and prior, present or potential shareholders, and will not use
such records and information for any purpose other than
performance of its responsibilities and duties hereunder (except
after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may
not be withheld and will be deemed granted where the Adviser may
be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust).
5. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser
hereunder are deemed not to be 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.
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 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 Rule 31a-1 under the
1940 Act.
7. EXPENSES. During the term of this Agreement, the Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions, if
any) purchased for the Funds.
8. COMPENSATION. For the services provided to the Funds and the
expenses assumed pursuant to this Agreement, the Trust will pay the Adviser from
the assets belonging to each Fund and the Adviser will accept as full
compensation therefore fees, computed daily and paid monthly, at annual rates
based on the average daily net assets of each Fund as stated on Schedule 1 of
this Agreement.
9. LIMITATION OF LIABILITY. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss 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 obligations and duties under this Agreement.
10. DURATION AND TERMINATION. This Agreement will become effective with
respect to a Fund upon approval of this Agreement by vote of a majority of the
outstanding voting securities of such Fund, and, unless sooner terminated as
provided herein, shall continue in effect until August 31, 2009. Thereafter, if
not terminated, this Agreement shall continue in effect with respect to a Fund
for successive twelve month periods ending on August 31, provided such
continuance is specifically approved at least 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 party to this Agreement, 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. Notwithstanding the foregoing, this Agreement may be terminated at
any time with respect to a Fund, without the payment of any penalty, by the
Trust (by the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund), or by the Adviser on 60 days'
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
meaning of such terms in the 1940 Act.)
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective with respect to a Fund until approved by vote of a majority of the
outstanding voting securities of such Fund.
12. 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 Ohio law.
13. NAMES. The names "ALLEGIANT FUNDS" and "Trustees of ALLEGIANT
FUNDS" refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under a Declaration of
Trust dated January 28, 1986 which is hereby referred to and a copy of which is
on file at the office of the State Secretary of the Commonwealth of
Massachusetts and the principal office of the Trust. The obligations of
"ALLEGIANT FUNDS" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders, or
representatives of the Trust personally, but bind only the Trust property, and
all persons dealing with any class of shares of the Trust must look solely to
the Trust property belonging to such class for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
ALLEGIANT FUNDS
BY: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------
Title: Chief Administrative Officer
ALLEGIANT ASSET
MANAGEMENT COMPANY
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------
Title: Managing Director
SCHEDULE 1
ALLEGIANT FUNDS
ADVISORY AGREEMENT
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EQUITY FUNDS INVESTMENT ADVISORY FEE
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Allegiant Balanced Allocation Fund 0.75%
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Allegiant International Equity Fund 1.00%
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Allegiant Large Cap Core Equity Fund 0.75% of $0 to less than $1
billion, 0.70% of $1 billion to
less than $1.5 billion, and 0.65% of $1.5
billion and over
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Allegiant Large Cap Growth Fund 0.75% of $0 to less than $1
billion, 0.70% of $1 billion to
less than $1.5 billion, and 0.65% of $1.5
billion and over
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Allegiant Large Cap Value Fund 0.75% of $0 to less than $1
billion, 0.70% of $1 billion to
less than $1.5 billion, and 0.65% of $1.5
billion and over
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Allegiant Mid Cap Value Fund 0.75%
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Allegiant Multi-Factor Mid Cap Growth Fund 1.00% of $0 to less than $1
billion, 0.95% of $1 billion to
less than $1.5 billion, and 0.90% of $1.5
billion and over
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Allegiant Multi-Factor Small Cap Core Fund 1.00% of $0 to less than $500 million,
0.95% of $500 million to less than $1 billion,
and 0.90% of $1 billion and over
-------------------------------------------------------------------------------------------------------------------
Allegiant Multi-Factor Small Cap Focused Value Fund 1.00% of $0 to less than $500 million,
0.95% of $500 million to less than $1 billion,
and 0.90% of $1 billion and over
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Allegiant Multi-Factor Small Cap Growth Fund 1.00% of $0 to less than $500 million,
0.95% of $500 million to less than $1 billion,
and 0.90% of $1 billion and over
-------------------------------------------------------------------------------------------------------------------
Allegiant Multi-Factor Small Cap Value Fund 1.00% of $0 to less than $500 million,
0.95% of $500 million to less than $1 billion,
and 0.90% of $1 billion and over
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Allegiant S&P 500 Index Fund 0.20%
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Allegiant Small Cap Core Fund 1.00% of $0 to less than $500 million,
0.95% of $500 million to less than $1 billion,
and 0.90% of $1 billion and over
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Allegiant Small Cap Growth Fund 1.00% of $0 to less than $500 million,
0.95% of $500 million to less than $1 billion,
and 0.90% of $1 billion and over
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1
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FIXED INCOME FUNDS
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Allegiant Bond Fund 0.45%
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Allegiant Government Mortgage Fund 0.40%
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Allegiant High Yield Bond Fund 0.50%
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Allegiant Intermediate Bond Fund 0.40%
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Allegiant Limited Maturity Bond Fund 0.35%
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Allegiant Total Return Advantage Fund 0.40%
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Allegiant Ultra Short Bond Fund 0.20%
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2
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TAX EXEMPT BOND FUNDS INVESTMENT ADVISORY FEE
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Allegiant Intermediate Tax Exempt Bond Fund 0.40%
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Allegiant Michigan Intermediate Municipal Bond Fund 0.40%
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Allegiant Ohio Intermediate Tax Exempt Bond Fund 0.40%
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Allegiant Pennsylvania Intermediate Municipal Bond Fund 0.40%
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MONEY MARKET FUNDS
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Allegiant Government Money Market Fund 0.25%
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Allegiant Money Market Fund 0.25%
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Allegiant Ohio Municipal Money Market Fund 0.20%
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Allegiant Pennsylvania Tax Exempt Money Market Fund 0.20%
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Allegiant Tax Exempt Money Market Fund 0.20%
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Allegiant Treasury Money Market Fund 0.25%
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3