JPMORGAN VALUE OPPORTUNITIES FUND, INC.
INVESTMENT ADVISORY AGREEMENT
Agreement, made this 31st day of December, 2001, between the JPMorgan Value
Opportunities Fund, Inc. (the "Fund"), a corporation organized under the laws of
the State of Maryland, and X.X. Xxxxxx Investment Management Inc., a Delaware
corporation (the "Advisor").
WHEREAS, the Fund is an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund desires to retain the Advisor to render investment
advisory services to the Fund as agreed to from time to time between the Fund
and the Advisor, and the Advisor is willing to render such services;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
that in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:
1. The Fund hereby appoints the Advisor to act as investment
adviser to the Fund for the period and on the terms set forth in this Agreement.
The Advisor accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. Subject to the general supervision of the Directors of the
Fund, the Advisor shall manage the investment operations of the Fund and the
composition of the Fund's holdings of securities and investments, including
cash, the purchase, retention and disposition thereof and agreements relating
thereto, in accordance with the Fund's investment objectives and policies as
stated in the Fund's registration statement on Form N-1A, as such may be amended
from time to time (the "Registration Statement"), under the 1940 Act, in
accordance with such policies and instructions as the Directors of the Fund may
from time to time establish and subject to the following understandings:
(a) the Advisor shall furnish a continuous investment program
for the Fund and determine from time to time what investments or
securities will be purchased, retained, sold or lent by the Fund, and
what portion of the assets will be invested or held uninvested as cash;
(b) the Advisor shall use the same skill and care in the
management of the Fund's investments as it uses in the administration
of other accounts for which it has investment responsibility as agent;
(c) the Advisor, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Fund's Articles of Incorporation(such Articles of Incorporation, as
presently in effect and as amended from time to time, is herein called
the "Articles of Incorporation"), the Fund's By-Laws (such By-Laws, as
presently in effect and as amended from time to time, are herein called
the "By-Laws") and the Registration Statement and with the instructions
and directions of the Directors of the Fund and will conform to and
comply with the requirements of the 1940 Act and all other applicable
federal and state laws and regulations;
(d) the Advisor shall determine the securities to be
purchased, sold or lent by the Fund and as agent for the Fund will
effect portfolio transactions pursuant to its determinations either
directly with the issuer or with any broker and/or dealer in such
securities; in placing orders with brokers and/or dealers the Advisor
intends to seek best price and execution for purchases and sales; the
Advisor shall also determine whether the Fund shall enter into
repurchase or reverse repurchase agreements;
On occasions when the Advisor deems the purchase or sale of a
security to be in the best interest of the Fund as well as other
customers of the Advisor, the Advisor may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased in order to obtain
best execution, including lower brokerage commissions, if applicable.
In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Advisor in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund;
(e) the Advisor shall maintain books and records with respect
to the Fund's securities transactions and shall render to the Fund's
Directors such periodic and special reports as the Directors may
reasonably request; and
(f) the investment management services of the Advisor to the
Fund under this Agreement are not to be deemed exclusive, and the
Advisor shall be free to render similar services to others.
3. The Fund has delivered copies of each of the following
documents to the Advisor and will promptly notify and deliver to it all future
amendments and supplements, if any:
(a) Articles of Incorporation;
(b) The By-Laws;
(c) Certified resolutions of the Directors of the Fund
authorizing the appointment of the Advisor and approving the form
of this Agreement;
(d) The Fund's Notification of Registration on Form N-8A and
Registration Statement as filed with the Securities and Exchange
Commission (the "Commission").
4. The Advisor shall keep the Fund's books and records
required to be maintained by it pursuant to paragraph 2(e). The Advisor agrees
that all records which it maintains for the Fund are the property of the Fund
and it will promptly surrender any of such records to the Fund upon the Fund's
request. The Advisor further agrees to preserve for the periods prescribed by
Rule 31a-2 of the Commission under the 1940 Act any such records as are required
to be maintained by the Advisor with respect to the Fund by Rule 31a-1 of the
Commission under the 1940 Act.
5. During the term of this Agreement the Advisor will pay all
expenses incurred by it in connection with its activities under this Agreement,
other than the cost of securities and investments purchased for the Fund
(including taxes and brokerage commissions, if any).
6. For the services provided and the expenses borne pursuant
to this Agreement, the Fund will pay to the Advisor as full compensation
therefor a fee at an annual rate set forth on Schedule A attached hereto. Such
fee will be computed daily and payable as agreed by the Fund and the Advisor,
but no more frequently than monthly.
7. The Advisor 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, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
8. This Agreement shall continue in effect with respect to the
Fund for a period of one year from December 31, 2001, and thereafter for only so
long as such continuance is specifically approved at least annually in
conformity with the requirements of the 1940 Act; provided, however, that this
Agreement may be terminated with respect to the Fund at any time, without the
payment of any penalty, by vote of a majority of all the Directors of the Fund
or by vote of a majority of the outstanding voting securities of the Fund on 60
days' written notice to the Advisor, or by the Advisor at any time, without the
payment of any penalty, on 90 days' written notice to the Fund. This Agreement
will automatically and immediately terminate in the event of its "assignment"
(as defined in the 1940 Act).
9. The Advisor shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly provided herein
or authorized by the Directors of the Fund from time to time, have no authority
to act for or represent the Fund in any way or otherwise be deemed an agent of
the Fund.
10. This Agreement may be amended, with respect to the Fund,
by mutual consent, but, to the extent required by the 1940 Act, the consent of
the Fund must be approved (a) by vote of a majority of those Directors of the
Fund 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
amendment, and (b) by vote of a majority of the outstanding voting securities of
the Fund.
11. Notices of any kind to be given to the Advisor by the Fund
shall be in writing and shall be duly given if mailed or delivered to the
Advisor at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Funds
Management, or at such other address or to such individual as shall be specified
by the Advisor to the Fund. Notices of any kind to be given to the Fund by the
Advisor shall be in writing and shall be duly given if mailed or delivered to
the Fund c/o Washington Management Corporation, 0000 Xxxxxxx Xxxxxx X.X., Xxxxx
000, Xxxxxxxxxx, X.X. 00000 or at such other address or to such individual as
shall be specified by the Fund to the Advisor.
12. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
13. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the ____day
of ________, 2001.
JPMORGAN VALUE OPPORTUNITIES FUND, INC.
By:
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Name:
Title:
X.X. XXXXXX INVESTMENT
MANAGEMENT INC.
By:
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Name:
Title:
Schedule A
JPMorgan Value Opportunities Fund, Inc.
Investment Advisory Fees
0.50% of average daily net assets, as determined pursuant to the applicable
provisions of the Fund's then current Registration Statement.
