EXHIBIT (5)(a)(3)
EQUIFUND--▇▇▇▇▇▇ NATIONAL FIDUCIARY EQUITY FUNDS
INVESTMENT ADVISORY CONTRACT
CONTRACT made this 20th day of January, 1994, between EQUIFUND--▇▇▇▇▇▇
NATIONAL FIDUCIARY EQUITY FUNDS, a Massachusetts business trust (the "Trust"),
on behalf of ▇▇▇▇▇▇ EQUIFUND--AUSTRIAN NATIONAL FIDUCIARY EQUITY FUND, ▇▇▇▇▇▇
EQUIFUND-- BELGIAN/LUXEMBOURG NATIONAL FIDUCIARY EQUITY FUND, ▇▇▇▇▇▇ EQUIFUND--
CANADIAN NATIONAL FIDUCIARY EQUITY FUND, ▇▇▇▇▇▇ EQUIFUND--FRENCH NATIONAL
FIDUCIARY EQUITY FUND, ▇▇▇▇▇▇ EQUIFUND--GERMAN NATIONAL FIDUCIARY EQUITY FUND,
▇▇▇▇▇▇ EQUIFUND--JAPANESE NATIONAL FIDUCIARY EQUITY FUND, ▇▇▇▇▇▇
EQUIFUND--NORDIC NATIONAL FIDUCIARY EQUITY FUND and ▇▇▇▇▇▇ EQUIFUND--SWISS
NATIONAL FIDUCIARY EQUITY FUND, and any other series of the Trust which the
Adviser (as defined below) and the Trust shall agree from time to time to be
subject to this Agreement (collectively, the "Funds"), and The Winthrop
Corporation, a Connecticut corporation doing business as ▇▇▇▇▇▇ INVESTORS'
SERVICE (the "Adviser"):
1. Duties of the Adviser. The Trust, on behalf of each
Fund, hereby employs the Adviser to act as investment adviser for and to
manage the investment and reinvestment of the assets of the Fund and,
except as otherwise provided in an administration agreement, to administer
their affairs, subject to the supervision of the Trustees of the Trust, for
the period and on the terms set forth in this Contract.
The Adviser hereby accepts such employment, and undertakes to
afford to the Trust the advice and assistance of the Adviser's organization
in the choice of investments and in the purchase and sale of securities
for each Fund and to furnish for the use of the Trust office space and
all necessary office facilities, equipment and personnel for servicing
the investments of the Funds and for administering the Trust's affairs
and to pay the salaries and fees of all officers and Trustees of the
Trust who are members of the Adviser's organization and all personnel of
the Adviser performing services relating to research and investment
activities. The Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, except as 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.
The Adviser shall provide the Trust with such investment
management and supervision as the Trust may from time to time consider
necessary for the proper supervision of the Funds. As investment adviser
to the Funds, the Adviser shall furnish continuously an investment program
and shall determine from time to time what securities shall be purchased,
sold or exchanged and what portion of each Fund's assets shall be held
uninvested subject always to the applicable restrictions of the Declaration
of Trust, By-Laws and registration statement of the Trust under the
Investment Company Act of 1940, all as from time to time amended.
The Adviser is authorized, in its discretion and without prior
consultation with the Trust, but subject to each Fund's investment
objective, policies and restrictions, to buy, sell, lend and otherwise
trade in any stocks, bonds, options and other securities and investment
instruments on behalf of the Funds, to purchase, write or sell options
on securities, futures contracts or indices on behalf of the Funds, to
enter into commodities contracts on behalf of the Funds, including
contracts for the future delivery of securities or currency and futures
contracts on securities or other indices, and to execute any and all
agreements and instruments and to do any and all things incidental thereto
in connection with the management of the Funds. Should the Trustees of the
Trust at any time, however, make any specific determination as to
investment policy for the period, if any, specified in such notice or until
similarly
notified that such determination has been revoked. The Adviser shall take,
on behalf of the Funds, all actions which it deems necessary or desirable
to implement the investment policies of the Trust and of each Fund.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of a Fund with brokers or dealers
selected by the Adviser, and to that end the Adviser is authorized as the
agent 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 a Fund or
the Trust. In connection with the selection of such brokers or dealers and
the placing of such orders, the Adviser shall use its best efforts to
seek to execute portfolio security transactions at prices which are
advantageous to the Fund and (when a disclosed commission is being
charged) at reasonably competitive commission rates. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research services
and products (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Adviser and the Adviser is expressly
authorized to cause the Funds to pay any broker or dealer who provides
such brokerage and research service and products a commission for executing
a security transaction which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Adviser 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 the overall responsibilities which
the Adviser and its affiliates have with respect to accounts over which
they exercise investment discretion. Subject to the requirement set forth
in the second sentence of this paragraph, the Adviser is authorized
to consider, as a factor in the selection of any broker or dealer with
whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of the Fund or the Trust or of
other investment companies sponsored by the Adviser.
2. Compensation of the Adviser. For the services, payments
and facilities to be furnished hereunder by the Adviser, the Trust on
behalf of each Fund shall pay to the Adviser on the last day of each month
a fee equal to the percentage of the average daily net assets of each Fund
of the Trust throughout the month, computed in accordance with the Trust's
Declaration of Trust and any applicable votes of the Trustees of the Trust,
as shown in the following table:
ANNUAL ADVISORY FEE RATES
Under $500 Million
$500 to Over
Million $1 Billion $1 Billion
-------------------------------------
0.75% 0.73% 0.68%
In case of initiation or termination of the Contract during any
month with respect to any Fund, each Fund's fee for that month shall be
reduced proportionately on the basis of the number of calendar days during
which the Contract is in effect and the fee shall be computed upon the
average net assets for the business days the Contract is so in effect for
that month.
The Adviser may, from time to time, waive all or a part of
the above compensation.
3. Allocation of Charges and Expenses. It is understood
that the Trust will pay all its expenses other than those expressly stated
to be payable by the Adviser hereunder, which expenses payable by the Trust
shall include, without implied limitation (i) expenses of maintaining the
Trust and continuing its existence, (ii) registration of the Trust under
the Investment Company Act of 1940, (iii) commissions, fees and other
expenses connected with the purchase or sale of securities, (iv) auditing,
accounting and legal expenses, (v) taxes and interest, (vi) governmental
fees, (vii) expenses of issue, sale, repurchase and redemption of shares,
(viii) expenses of registering and qualifying the Trust and its shares
under federal and state securities laws and of preparing and printing
prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and
maintaining registration of the Trust and of the Trust's principal
underwriter, if any, as broker-dealer or agent under state securities laws,
(ix) expenses of reports and notices to shareholders and of meetings of
shareholders and proxy solicitations therefor, (x) expenses of reports to
governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Trust (including
without limitation safekeeping of funds and securities, keeping of books
and accounts and determination of net asset value), (xiv) fees, expenses
and disbursements of transfer agents and registrars for all services to
the Trust, (xv) expenses for servicing shareholder accounts, (xvi) any
direct charges to shareholders approved by the Trustees of the Trust,
(xviii) all payments to be made and expenses to be assumed by the Trust
pursuant to any one or more distribution plans adopted by the Trust
pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the
administration fee payable to the Trust's administrator and (xx) such
nonrecurring items as may arise, including expenses incurred in connection
with litigation, proceedings and claims and the obligation of the Trust
to indemnify its Trustees and officers with respect thereto.
4. Other Interests. It is understood that Trustees, officers
and shareholders of the Trust are or may be or become interested in the
Adviser as directors, officers, employees, stockholders or otherwise and
that directors, officers employees and stockholders of the Adviser are
or may be or become similarly interested in the Trust, and that the Adviser
may be or become interested in the Trust as a shareholder or otherwise. It
is also understood that directors, officers, employees and stockholders
of the Adviser are or may be or become interested (as directors,
trustees, officers, employees, stockholders or otherwise)in other companies
or entities (including, without limitation, other investment companies)
which the Adviser may organize, sponsor or acquire, or with which it may
merge or consolidate, and which may include the words "▇▇▇▇▇▇" or "▇▇▇▇▇▇
Investors" or any combination thereof as part of their names, and that the
Adviser or its subsidiaries or affiliates may enter into advisory or
management agreements or other contracts or relationships with such other
companies or entities.
5. Limitation of Liability of the Adviser. The services of
the Adviser to the Trust are not to be deemed to be exclusive, the Adviser
being free to render services to others and engage in other business
activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the
part of the Adviser, the Adviser shall not be subject to liability to the
Trust or to any shareholder of the Trust for any act or omission in the
course of, or connected with, rendering services hereunder or for any
losses which may be substained in the purchase, holding or sale of any
security.
6. Sub-Investment Advisers. The Adviser may employ one or
more sub-investment advisers from time to time to perform such of the acts
and services of the Adviser, including the selection of brokers or dealers
to execute the Trust's portfolio security transactions, and upon
such terms and conditions as may be agreed upon between the Adviser and
such sub-investment adviser and approved by the Trustees of the Trust.
7. Duration and Termination of this Contract. This Contract
shall become effective upon the date of its execution, and, unless
terminated as herein provided, shall remain in full force and effect as to
each Fund to and including February 28, 1995 and shall continue in full
force and effect as to each Fund indefinitely thereafter, but only so long
as such continuance after February 28, 1995 is specifically approved at
least annually (i) by the Trustees of the Trust or by vote of a majority
of the outstanding voting securities of that Fund and (ii) by the vote
of a majority of those Trustees of the Trust who are not interested
persons of the Adviser or (other than as a Trustee) the Trust cast in
person at a meeting called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract as to any Fund,
without the payment of any penalty, by action of its Board of Directors
or Trustees, as the case may be, and the Trust may, at any time upon such
written notice to the Adviser, terminate this Contract as to any Fund
by vote of a majority of the outstanding voting securities of that Fund.
This Contract shall terminate automatically in the event of its
assignment.
8. Amendments of the Contract. This Contract may be amended as
to any Fund by a writing signed by both parties hereto, provided that
no amendment to this Contract shall be effective as to that Fund until
approved (i) by the vote of a majority of those Trustees of the Trust who
are not interested persons of the Adviser or the Trust cast in person
at a meeting called for the purpose of voting on such approval, and (ii)
by vote of a majority of the outstanding voting securities of that Fund.
9. Limitation of Liability. The Adviser expressly acknowledges
the provision in the Declaration of Trust of the Trust (Article XIV,
Section 2) limiting the personal liability of shareholders of the Trust,
and the Adviser hereby agrees that it shall have recourse only to the Trust
for payment of claims or obligations as between the Trust and Adviser
arising out of this Contract and shall not seek satisfaction from the
shareholders or any shareholder of the Trust. No series of the Trust shall
be liable for the obligations of any other series of the Trust.
10. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter amended
subject, however, to such exemptions as may be granted by the Securities
and Exchange Commission by any rule, regulation or order. The term "vote
of a majority of the outstanding voting securities of that Fund" shall
mean the vote of the lesser of (a) 67 per centum or more of the shares of
the particular Fund present or represented by proxy at the meeting of
holders of more than 50 per centum of the outstanding shares of the
particular Fund are present or represented by proxy at the meeting, or (b)
more than 50 per centum of the outstanding shares of the particular fund.
11. Use of the Name "▇▇▇▇▇▇." The Adviser hereby consents to the
use by the Trust of the name "▇▇▇▇▇▇" as part of the Trust's name and the
name of each Fund;provided, however, that such consent shall be conditioned
upon the employment of the Adviser or one of its affiliates as the
investment adviser of the Trust. The name "▇▇▇▇▇▇" or any variation thereof
may be used from time to time in other connections and for other purposes
by the Adviser and its affiliates and other investment companies that have
obtained consent to the use of the name "▇▇▇▇▇▇". The Adviser shall have
the right to require the Trust to cease using the name "▇▇▇▇▇▇" as part of
the Trust's name and the name of each Fund if the Trust ceases, for any
reasons, to employ the Adviser or one of its affiliates as the Trust's
investment adviser. Future names adopted by the Trust for itself and its
Funds,insofar as such names include identifying words requiring the consent
of the Adviser, shall be the property of the Adviser and shall be subject
to the same terms and conditions.
EQUIFUND--▇▇▇▇▇▇ NATIONAL THE WINTHROP CORPORATION
FIDUCIARY EQUITY FUNDS D/B/A/ ▇▇▇▇▇▇ INVESTORS'
on behalf of each of the SERVICE
FUNDS first listed above
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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President Executive Vice President