EXHIBIT (d)
FORM OF INVESTMENT ADVISORY AGREEMENT
FOR THE LMCG FUNDS
AGREEMENT made this ___ day of December, 2000 by and between LMCG
Funds, an unincorporated business trust organized under the laws of The
Commonwealth of Massachusetts (the "Trust"), on behalf of the series listed
hereto on Exhibit A (the "Funds"), and Xxx Xxxxxx Investments Ltd., a Florida
limited partnership (the "Adviser"),
W I T N E S S E T H
WHEREAS, the Trust is engaged in business as an open-end series
management investment company and is so registered under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services and is registered as an investment adviser
under the Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services and certain other services to each Fund;
NOW, THEREFORE, the parties hereby agree as follows:
1. APPOINTMENT OF ADVISER. The Trust hereby appoints the Adviser to act
as investment adviser of each Fund for the period and on the terms herein set
forth. The Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. (a) The Adviser, at its expense, will furnish
continuously an investment program for each Fund, will determine, subject to the
overall supervision of the Trustees of the Trust, what investments shall be
purchased, held, sold or exchanged by such Fund and what portion, if any, of the
assets of such Fund will be held uninvested, and shall, on behalf of such Fund,
make changes in the investments of such Fund. Subject always to the
supervision of the Trustees of the Trust, the Adviser will also manage,
supervise and conduct the other affairs and business of each Fund and matters
incidental thereto, subject always to the provisions of the Trust's
Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any
affiliate thereof, shall be free to render similar services to other
investment companies and other clients and to engage in other activities, so
long as the services rendered to each Fund hereunder are not impaired.
(b) The Adviser shall provide, without cost to the Funds, all necessary
office space and the services of executive personnel for administering the
affairs of the Funds.
(c) The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the account of each Fund with
issuers, brokers or dealers selected by the Adviser. In executing portfolio
transactions and selecting brokers or dealers, the Adviser will use its best
efforts to seek, on behalf of each Fund, 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 financial condition and execution capabilities of
the broker or dealer, and the reasonableness of the commission, if any (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) provided by such broker or dealer to each Fund or other accounts over
which the Adviser or any affiliate of the Adviser exercises investment
discretion. The Adviser is authorized to pay to a broker or dealer who provides
such brokerage and research services a commission for executing a portfolio
transaction for each Fund 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 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 in
terms of all of
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the accounts over which the Adviser or any affiliate of the Adviser exercises
investment discretion.
3. COMPENSATION OF ADVISER. (a) As full compensation for the services
and facilities furnished by the Adviser under this Agreement, each Fund agrees
to pay to the Adviser a fee at the annual rate of such Fund's average daily net
asset value set forth in Exhibit A. Such fee shall be accrued and payable
monthly. For purposes of calculating such fee, such net asset value shall be
determined in the manner provided in each Fund's current Prospectus and
Statement of Additional Information.
(b) For any period less than a full month during which this Agreement
is in effect the compensation payable to the Adviser hereunder shall be prorated
according to the proportion which such period bears to a full month.
4. LIMITATION OF LIABILITY OF ADVISER. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by a Fund
in connection with any investment policy or the purchase, sale, or retention of
any security on the recommendation of the Adviser; provided, however, that
nothing herein contained shall be construed to protect the Adviser against any
liability to such Fund by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties under this Agreement.
5. TERM AND TERMINATION. (a) This Agreement shall become effective on
the date first written above. Unless terminated as herein provided, this
Agreement shall remain in full force and effect as to each Fund for two years
from the date hereof and shall continue in full force and effect for successive
periods of one year thereafter, but only so long as each continuance is approved
(i) by either the Trustees of the Trust or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of such Fund, and, in
either event, (ii) by vote of a majority of the Trustees of the Trust who are
not parties to this Agreement or interested persons (as defined in the 0000 Xxx)
of any such party, cast in person at a meeting called for the purpose of voting
on such approval.
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(b) With respect to any Fund, this Agreement may be terminated at any
time without the payment of any penalty by vote of the Trustees of the Trust or
by vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of such Fund or by the Adviser, on sixty days' written notice to the
other party.
(c) This Agreement shall automatically terminate in the event of its
assignment (as defined in the 1940 Act).
6. USE OF NAME. The Adviser owns the name "Xxx Xxxxxx" and the initials
"LMCG" which may be used by the Trust only with the consent of the Adviser. The
Adviser consents to the use by the Trust of the name "LMCG Funds" or any other
name embodying the initials "LMCG" into such forms as the Adviser shall in
writing approve, but only on condition and so long as (i) this Agreement shall
remain in full force and (ii) the Trust 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 Trust at any
time or in any place or for any purposes or under any conditions except as
provided in this section. The foregoing authorization by the Adviser to the
Trust to use said name and initials as part of a business or name is not
exclusive of the right of the Adviser itself to use, or to authorize others to
use, the same; the Trust acknowledges and agrees that as between the Adviser and
the Trust, the Adviser has the exclusive right so to authorize others to use the
same; the Trust acknowledges and agrees that as between the Adviser and the
Trust, the Adviser has the exclusive right so to use, or authorize others to
use, said name and initials and the Trust agrees to take such action as may
reasonably be requested by the Adviser to give full effect to the provisions of
this section (including, without limiting the generality of the foregoing, the
Trust agrees that, upon any termination of this Agreement by either party or
upon the violation of any of its provisions by the Trust, the Trust will, at the
request of the Adviser made within six months after the Adviser has knowledge of
such termination or violation, use its best efforts to change the name of the
Trust so as to eliminate all reference, if any, to the name "LMCG" and will not
thereafter transact any business in a name containing the name "LMCG" in any
form or combination whatsoever,
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although the Fund may designate itself as successor to an entity of such
name. Such covenants on the part of the Trust shall be binding upon it, its
trustees, officers, stockholders, creditors and all other persons claiming
under or through it.
7. GOVERNING LAW. This Agreement is governed by and to be construed in
accordance with the laws of The Commonwealth of Massachusetts without giving
effect to conflicts of laws principles thereof.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
LMCG Funds, on behalf of its Funds
By________________________________
XXX XXXXXX INVESTMENTS, LIMITED
By_________________________________
NOTICE
A copy of the Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this Agreement
is executed with respect to the Trust's series on behalf of
the Trust by officers of the Trust as officers and not
individually and that the obligations of this instrument are
not binding upon the Trustees, officers or holders of shares
individually but are binding only upon the assets and property
of series.
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EXHIBIT A
FUNDS MANAGEMENT FEES
LMCG Small Cap Growth Fund 0.90%
LMCG Mid Cap Growth Fund 0.80%
LMCG Small Cap Tax-Sensitive Fund 0.90%
LMCG Technology Fund 0.80%
LMCG Internet Fund 0.90%
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