FORM OF INVESTMENT ADVISORY AGREEMENT *
[Date]
[Name and Address of Investment Adviser]
Dear Sirs:
[Name of Fund] (the "Fund"), a business trust
organized under the laws of the Commonwealth of
Massachusetts, confirms its agreement with [Name of
Investment Adviser] (the "Adviser") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing
and reinvesting in investments of the kind and in accordance
with the limitations specified in its Master Trust
Agreement, as amended, from time to time, in its
prospectus (the "Prospectus") and Statement of Additional
Information (the "Statement") filed with the Securities
and Exchange Commission as part of the Fund's
Registration Statement on Form N-lA, as amended from
time to time, and in the manner and to the extent as may
from time to time be approved by the Board of Trustees of
the Fund. Copies of the Fund's Prospectus, the
Statement and the Master Trust Agreement have been or
will be submitted to the Adviser. The
Fund desires to employ and hereby appoints the Adviser to
act as its investment adviser. The Adviser accepts the
appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the
Board of Trustees of the Fund, the Adviser will (a)
manage the Fund's portfolio in accordance with the Fund's
investment objective and policies as stated in the
Prospectus and the Statement, (b) make investment
decisions for the Fund; and (c) place purchase and sale
orders for portfolio transactions for the Fund; and (d)
employ professional portfolio managers and securities
analysts who provide research services to the Fund. In
providing those services, the Adviser will conduct a
continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets.
*See Appendix A for variable information
3. Brokerage
In selecting brokers or dealers to execute
transactions on behalf of the Fund, the Adviser will seek
the best overall terms available. In assessing the best
overall terms available for any transaction, the Adviser
will consider factors it deems relevant, including, but not
limited to, 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, for the
specific transaction and on a continuing basis. In
selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms
available, the Adviser is authorized to 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 Fund and/or other accounts over
which the Adviser or its affiliates exercise investment
discretion. 4.
Information Provided to the Fund
The Adviser will keep the Fund informed of
developments materially affecting the Fund's portfolio, and
will, on its own initiative, furnish the Fund from time
to time with whatever information the Adviser believes is
appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in
rendering the services listed in paragraph 2 above. The
Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement
relates, provided that nothing in this Agreement shall be
deemed to protect or purport to protect the Adviser
against any liability to the Fund or to its shareholders to
which the Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason of
the Adviser's reckless disregard of its obligations and
duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Adviser on the first
business day of each month a fee for the previous month at
the annual rate of [percent (%)] of the Fund's average daily
net assets. The fee for the period from the date the Fund
commences its investment operations to the end of the
month during which the Fund commences its investment
operations shall be prorated according to the proportion
that such period bears to the full monthly period. Upon
any termination of this Agreement before the end of a
month, the fee for such part of that month shall be
prorated according to the proportion that such period bears
to the full monthly period and shall be payable upon the
date of termination of this Agreement. For the purpose of
determining fees payable to the Adviser, the value of the
Fund's net assets shall be computed at the times and in
the manner specified in the Fund's Prospectus and/or the
Statement.
7. Expenses
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement. The
Fund will bear certain other expenses to be incurred in
its operation, including, but not limited to,
investment advisory, subinvestment advisory and
administration fees; fees for necessary professional and
brokerage services; fees for any pricing service; the
costs of regulatory compliance; and costs associated with
maintaining the Fund's legal existence and shareholder
relations.
8. Reduction of Fee
If in any fiscal year of the Fund the aggregate
expenses of the Fund (including fees pursuant to this
Agreement and the Fund's sub-investment advisory and
administration agreement, but excluding interest, taxes,
brokerage and extraordinary expenses) exceed the expense
limitation of any state having jurisdiction over the
Fund, the Adviser will reduce its fee to the Fund by
[percent (%)] of the excess expense to the extent
required by state law. A fee reduction pursuant to this
paragraph 8, if any, will be estimated, reconciled and paid
on a monthly basis.
9. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts,
will continue to act and may act in the future as
investment adviser to fiduciary and other managed
accounts, and as investment adviser to other
investment companies, and the Fund has no objection to
the Adviser's so acting, provided that whenever the Fund
and one or more other investment companies advised by the
Adviser have available funds for investment, investments
suitable and appropriate for each will be allocated in
accordance with a formula believed to be equitable to
each company. The Fund recognizes that in some cases
this procedure may adversely affect the size of the
position obtainable for the Fund. In addition, the Fund
understands that the persons employed by the Adviser to
assist in the performance of the Adviser's duties under
this Agreement will not devote their full time to such
service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and
attention to other businesses or to render services of
whatever kind or nature.
l0. Term of Agreement
This Agreement shall become effective as of the date
the Fund commences its investment operations and continue
for an initial two-year term and shall continue thereafter
so long as such continuance is specifically approved at
least annually by (i) the Board of Trustees of the
Fund or (ii) a vote of a "majority" (as defined in the
Investment Company Act of 1940, as amended (the "1940
Act") of the Fund's outstanding voting securities,
provided that in either event the continuance is also
approved by a majority of the Board of Trustees who are
not "interested persons" (as defined in the 1940 Act) of any
party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such
approval. This Agreement is terminable, without penalty,
on 60 days' written notice, by the Board of Trustees of
the Fund or by vote of holders of a majority of the Fund's
shares, or upon 90 days' written notice, by the Adviser.
This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act).
11. Representation by the Fund
The Fund represents that a copy of the Master
Trust Agreement is on file with the Secretary of the
Commonwealth of Massachusetts and with the City of Boston.
12. Limitation of Liability
The Fund and the Adviser agree that the obligations of
the Fund under this Agreement shall not be binding upon any
of the Trustees, shareholders, nominees, officers,
employees or agents, whether past, present or future, of
the Fund, individually, but are binding only upon the
assets and property of the Fund, as provided in the
Master Trust Agreement. The execution and delivery of
this Agreement have been authorized by the Trustees, and the
sole shareholder of the Fund, and signed by an authorized
officer of the Fund, acting as such, and neither
such
authorization by such Trustees and shareholder nor such
execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose
any liability on any of them personally, but shall bind
only the assets and property of the Fund as provided in the
Master Trust Agreement.
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this
Agreement by signing and returning the enclosed copy of
this Agreement.
Very truly yours,
[Name of Fund]
By:
President
Accepted:
[Name of Investment Adviser]
By:
Authorized Officer
