UM INVESTMENT TRUST
UM Multi-Strategy Fund
AGREEMENT made this 30th day of January, 2004 by
and between UM INVESTMENT TRUST, a Massachusetts
business trust the Fund,with respect to its
UM MULTI-STRATEGY FUND series (the Series),and
X.X. XXXXXX INVESTMENT MANAGEMENT INC., a
Delaware corporation the Manager.
WITNESSETH:
WHEREAS, the Fund and the Manager wish to enter
into an agreement setting forth the terms upon
which the Manager (or certain other parties
acting pursuant to delegation from the
Manager)will perform certain services for
the Series;
NOW, THEREFORE, in consideration of the
premises and covenants hereinafter contained,
the parties agree as follows:
1. (a) The Fund hereby employs the
Manager to furnish the Fund with Portfolio
Management Services (as defined in Section
2 hereof), subject to the authority of the
Manager to delegate certain of its
responsibilities hereunder to other parties
as provided in Section 1(b) hereof.
The Manager hereby accepts such employment
and agrees, at its own expense, to furnish
such services (either directly or pursuant
to delegation to other parties as and to
the extent permitted by Section 1(b) hereof)
and to assume the obligations herein set
forth, for the compensation herein provided.
The Manager shall, unless otherwise
expressly provided or authorized, have no
authority to act for or represent the Fund
in any way or otherwise be deemed an agent
of the Fund.
(b) The Manager may delegate any or
all of its responsibilities hereunder with
respect to the provision of
Portfolio Management Services (and assumption
of related expenses) to one or more other
parties (each such party, a Sub-Adviser),
pursuant in each case to a written agreement
with such Sub-Adviser that meets the
requirements of Section 15 of the Investment
Company Act of 1940 and the rules thereunder
(the 0000 Xxx) applicable to contracts for
service as investment adviser of a registered
investment company (including without limitation
the requirements for approval by the trustees of
the Fund and the shareholders of the Series),
subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission.
Any Sub-Adviser may (but need not) be affiliated
with the Manager.
(c) In the event that the Manager delegates to
one or more Sub-Advisers all or part of its
responsibilities hereunder with respect to the
provision of Portfolio Management Services,
the Manager hereby agrees to furnish to the
Fund the following services
Oversight Services
isupervision and oversight of each
Sub-Adviser provision of Portfolio Management
Services with respect to the Series;
iiperiodic evaluation of the Portfolio
Management Services provided by each Sub-Adviser
and of the investment performance of the Series;
iiiadvice to and consultation with the Board
of Trustees of the Fund with respect to matters
relating to the investment operations of the
Series, including matters relating to the
selection, evaluation, retention and
possible termination of each Sub-Adviser;
and ivregular reporting to the Board of
Trustees of the Fund with respect to the
foregoing matters.
0.Xx used in this Agreement, Portfolio
Management Services means management
of the investment and reinvestment
of the assets belonging to the Series,
consisting specifically of the following:
(a)obtaining and evaluating such economic
statistical and financial data and information
and undertaking such additional investment
research as shall be necessary or advisable for
the management of the investment and reinvestment
of the assets belonging to the Series in
accordance with the Series investment
objectives and policies;
(b)taking such steps as are necessary to
implement the investment policies of the
Series by purchasing and selling securities
(including interests in pooled
investment vehicles), including the placing of
orders for such purchase and sale;and
(c)regularly reporting to the Board of Trustees
of the Fund with respect to the implementation
of the investment policies of the Series.
3.Nothing in this Agreement shall
require the Manager to bear, or to reimburse
the Fund for:
(a)office space, office supplies, facilities
and equipment for the Fund;
(b)executive and other personnel for
managing the affairs of the Fund, other
than for the provision of (1) Portfolio
Management Services and (2)
Oversight Services (if the Manager shall have
delegated to one or more Sub-Advisers any or all
of its responsibilities hereunder with respect
to the provision of Portfolio Management Services)
(c)any of the costs of printing and mailing the
items referred to in Sub-Section (p) of this
Section 3;
(d)any of the costs of preparing, printing
and distributing sales literature;
(e)compensation of trustees of the Fund who
are not directors, officers or employees of
the Manager or of any affiliated person
(other than a registered investment company)
of the Manager;
(f)registration, filing and other fees in
connection with requirements of regulatory
authorities;
(g)the charges and expenses of any entity
appointed by the Fund for custodial
paying agent, shareholder servicing and
plan agent services;
(h)charges and expenses of independent
accountants retained by the Fund;
(i)charges and expenses of any transfer agents
and registrars appointed by the Fund;
(j)brokers commissions and issue and transfer
taxes chargeable to the Fund in connection with
securities transactions to which the Fund
is a party;
(k)taxes and fees payable by the Fund to
federal, state or other governmental agencies;
(l)any cost of certificates representing
shares of the Fund;
(m)legal fees and expenses in connection
with the affairs of the Fund, including fees
and expenses incurred in connection with
ompliance with federal and state
securities and other laws;
(n)expenses of meetings of
shareholders and trustees of the Fund;
(o)interest, including interest
on borrowings by the Fund;
(p)the costs of services, including
services of counsel, required in connection
with the preparation of the Funds
registration statements and offering
memoranda, including amendments and
revisions thereto, annual, semiannual and
other periodic reports of the Fund, and
notices and proxy solicitation material
furnished to shareholders of the Fund or
regulatory authorities; and
(q)the Funds expenses of bookkeeping,
accounting, auditing and financial
reporting, including related clerical
expenses.
4.All activities undertaken by the
Manager or any Sub-Adviser pursuant
to this Agreement shall at all times
be subject to the supervision and
control of the Board of Trustees of
the Fund, any duly constituted committee
thereof or any officer of the Fund
acting pursuant to like authority.
5.The services to be provided by the
Manager and any Sub-Adviser hereunder
are not to be deemed exclusive and
the Manager and any Sub-Adviser shall
be free to render similar services to
others, so long as its services
hereunder are not impaired thereby.
0.Xx full compensation for all services
rendered, facilities furnished and
expenses borne by the Manager her
eunder, the Fund shall pay the Manager
compensation at the annual rate of 1.25%
of the average monthly net assets of the
Series (or such lesser amount as the
Manager may from time to time agree
to receive). With respect to any
month, the average net assets of
the Series for such month shall be
determined by averaging the value of
the Series net assets on the last business
day of such month with the value of the Series
net assets on the last business day of the
immediately prior month. Such compensation
shall be payable monthly in arrears or at
such other intervals, not less frequently
than quarterly, as the Board of Trustees of
the Fund may from time to time determine
and specify in writing to the Manager.
The Manager hereby acknowledges that the
Funds obligation to pay such compensation
is binding only on the assets and property
belonging to the Series.
0.Xx is understood that any of the
shareholders, trustees, officers,
employees and agents of the Fund may be a
shareholder, member, director, officer
employee or agent of, or be otherwise
interested in, the Manager, any affiliated
person of the Manager, any organization
in which the Manager may have an interest
or any organization which may have an
interest in the Manager; that the Manager,
any such affiliated person or any such
organization may have an interest in the Fund
and that the existence of any such dual
interest shall not affect the validity hereof
or of any transactions hereunder except
as otherwise provided in the Agreement
and Declaration of Trust of the Fund,
the constitutional documents of the
Manager or specific provisions of applicable
law.
8.The Fund acknowledges that, as between
the Fund and the Manager, the Manager owns
and controls the name UM. The Manager
consents to the use by the Fund of the name
UM Investment Trust and by the Series
of the name UM Multi-Strategy Fund or
any other name embodying the letters UM,
in such forms as the Manager shall in
writing approve, but only on condition and
so long as (i) this Agreement shall remain
in full force and (ii) the Fund shall fully
perform, fulfill and comply with all
provisions of this Agreement expressed
herein to be performed, fulfilled
or complied with by it.
No such name shall be used by the Fund or the
Series at any time or in any place or
for any purposes or under any conditions
except as in this Section 8 provided.
The foregoing authorization by the Manager
to the Fund and the Series to use said letters
as part of a business or name is not
exclusive of the right of the Manager
itself to use, or to authorize others to
use, the same; the Fund acknowledges
and agrees that as between the Manager and
the Fund, the Manager has the exclusive right
so to use, or authorize others to use,
said letters, and the Fund agrees to take
such action as may reasonably be requested by
the Manager to give full effect to
the provisions of this Section 8 (including,
without limitation, consenting to such use of
said letters). Without limiting the
generality of the foregoing, the Fund agrees
that, upon any termination of this Agreement
by either party or upon the violation of any
of its provisions by the Fund, the Fund will,
at the request of the Manager made at any time
after the Manager has knowledge of such
termination
or violation, use its best efforts to change
the name of the Fund and the Series so as to
eliminate all reference, if any, to the
letters UM, and will not thereafter transact
any business in a name containing the letters
UM in any form or combination whatsoever,
or(except as may otherwise be required by law)
designate itself as the same entity as or
successor to any entity of such name, or
otherwise use the letters UM or any other
reference to the Manager. Such covenants on
the part of the Fund and the Series shall be
binding upon it, its trustees, officers
shareholders, creditors and all other
persons claiming under or through it.
9.This Agreement shall become effective
as of the date of its execution, and
(a)unless otherwise terminated,
this Agreement shall continue in effect
for two years from the date of execution,
and from year to year thereafter so long
as such continuance is specifically approved
at least annually (i) by the Board of Trustees
of the Fund or by vote of a majority of
the outstanding voting securities of
the Series, and (ii) by vote of a majority
of the trustees of the Fund who are not
interested persons of the Fund or the Manager
cast in person at a meeting called for
the purpose of voting on such approval;
(b)this Agreement may at any time be
terminated on sixty days written notice
to the Manager either by vote of the
Board of Trustees of the Fund or by vote
of a majority of the outstanding voting
securities of the Series;
(c)this Agreement shall automatically
terminate in the event of its assignment;
(d)this Agreement may be terminated by
the Manager on ninety days written notice
to the Fund; and
(e)if the Manager requires the Fund
or the Series to change its name so
as to eliminate all references to the
letters UM, this Agreement shall
automatically terminate at the time of
such change unless the continuance of
this Agreement after such change shall
have been specifically approved by vote
of a majority of the outstanding voting
securities of the Series and by vote of
a majority of the trustees of the Fund
who are not interested persons of the
Fund or the Manager, cast in person
at a meeting called for the purpose
of voting on such approval.
Termination of this Agreement
pursuant to this Section 9 shall
be without the payment of any penalty.
10.This Agreement may be amended at any time
by mutual consent of the parties, provided
that such consent on the part of the Fund
shall have been approved by vote of
a majority of the outstanding voting
securities of the Series and by vote of
a majority of the trustees of the Fund
who are not interested persons of the
Fund or the Manager, cast in person at
a meeting called for the purpose of
voting on such approval.
11.For the purpose of this Agreement,
the terms vote of a majority of the
outstanding voting securities,
interested person, affiliated person
and assignment shall have their
respective meanings defined in the 1940 Act
subject, however, to such exemptions as
may be granted by the Securities and
Exchange Commission under the 1940 Act.
References in this Agreement to any assets,
property or liabilities belonging to the
Series shall have the meaning defined in the
Funds Agreement and Declaration of Trust as
amended from time to time.
00.Xx the absence of willful misfeasance,
bad faith or gross negligence on the part of
the Manager, or reckless disregard of its
obligations and duties hereunder,
neither the Manager nor any of its directors,
shareholders, officers, employees or agents
shall be subject to any liability to the Fund
to any shareholder of the Fund or to
any other person,firm or organization, for
any act or omission in the course of
or connected with, rendering services
hereunder.
13.The Fund agrees to indemnify out of
the assets of the Series each of the Manager
and all of its directors, shareholders,
officers and employees (each such entity or
person hereinafter referred to as a Covered
Person) against all liabilities and expenses,
including but not limited to amounts paid in
satisfaction of judgments, in compromise or
as fines and penalties, and counsel fees
reasonably incurred by any such Covered
Person in connection with the defense or
disposition of any action, suit or other
proceeding, whether civil or criminal,
before any court or administrative or
legislative body, in which such Covered
Person may be or may have been involved as
a party or otherwise or with which such
Covered Person may be or may have been
threatened, while in office or thereafter
by reason of any investment or other
alleged act or omission in the course of,
connected with or arising out of any service
to be rendered under this Agreement,
except with respect to any matter as
to which such Covered Person shall have been
finally adjudicated in any such action,
suit or other proceeding not to have
acted in good faith in the reasonable belief
that such Covered Persons action was in
the best interests of the Series, and except
that no Covered Person shall be indemnified
against any liability to which such Covered
Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross
negligence or reckless disregard of the
Covered Persons obligations and duties.
Expenses, including counsel fees so incurred
by any such Covered Person, may be paid from
time to time by the Fund in advance of the
final disposition of any such action, suit or
proceeding on the condition that the amounts
so paid shall be repaid to the Fund if it
is ultimately determined that indemnification
of such expenses is not authorized under
this Section 00.00.Xx to any matter disposed
of by a compromise payment by any such
Covered Person referred to in Section 13
pursuant to a consent decree or
otherwise, no such indemnification
either for said payment or for any other
expenses shall be provided unless such
compromise shall be approved as in the best
interests of the Series, after notice that
it involved such indemnification,
(i) by a disinterested majority of
the trustees of the Fund then in office;
or (ii) by a majority of the disinterested
trustees of the Fund then
in office; or (iii) by any
disinterested person or persons to
whom the question may be referred by
the trustees of the Fund; or
(iv) by vote of shareholders of the
Series holding a majority of the shares
entitled to vote thereon, exclusive of any
shares beneficially owned by any interested
Covered Person; provided, however, that such
indemnification would not protect such
Covered Person against any liability to which
such Covered Person would otherwise be subject
by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of
the Covered Persons duties or obligations.
Approval by the trustees of the Fund pursuant
to clause (i) or (ii) or by any disinterested
person or persons pursuant to clause
(iii) of this Section 14 shall not prevent
the recovery from any Covered Person of any
amount paid as indemnification to such
Covered Person in accordance with any
of such clauses ifsuch Covered Person
is subsequently adjudicated by a court
of competent jurisdiction not to have
acted in good faith in the reasonable
belief that such Covered Persons action
wasin the best interests of the Series or
to have been liable by reason of
willful misfeasance, bad faith,
gross negligence or reckless
disregard of the Covered Persons
duties or obligations.
15.If any term or provision of this
Agreement or the application thereof to
any person or circumstances is held to
be invalid, illegal or otherwise
unenforceable to any extent, then, to
the fullest extent permitted by law:
(a) such invalidity, illegality or
unenforceability shall
not affect any other term or provision
of this Agreement; (b) all other terms and
provisions of this Agreement shall remain
in full force and effect and shall be
liberally construed in order to carry
out the intent of the parties hereto
as nearly as may be possible; and (c)
the parties hereto shall use all
reasonable efforts to substitute a
valid, legal and enforceable provision
which, insofar as practicable,
implements the purpose and intents
of this Agreement.
IN WITNESS WHEREOF,
the parties hereto have executed this
Agreement on the day and year first above
written.
UM INVESTMENT TRUST
on behalf of its UM Multi-Strategy Fund series
X.X. XXXXXX INVESTMENT
MANAGEMENT INC.
NOTICE
A copy of the Agreement and Declaration of
Trust establishing UM Investment Trust
(the Fund) is on file with the Secretary
of The Commonwealth of Massachusetts,
and notice is hereby given that this
Agreement is executed with respect to
the Funds UM Multi-Strategy Fund
series (the Series) on behalf of
the Fund by officers of the Fund as
officers and not individually and that
the obligations of or arising out of this
Agreement are not binding upon any of the
trustees, officers or shareholders
individually but are binding only
upon the assets and property belonging
to the Series.
