CAPITAL CASH U.S. GOVERNMENT SECURITIES TRUST
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made as of [after sh vote, before 11/1],
1999 by and between CAPITAL CASH MANAGEMENT TRUST (the "Business
Trust"), a Massachusetts business trust, 000 Xxxxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, XX 00000, and STCM MANAGEMENT COMPANY, INC.
(the "Adviser"), 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX
00000
W I T N E S S E T H :
WHEREAS, the Business Trust and the Adviser have previously
entered into an Amended and Restated Investment Advisory
Agreement dated as of February 27, 1992 with respect to the
original portfolio of the Business Trust entitled Capital Cash
Management Trust, which agreement is to continue in effect
unchanged; and
WHEREAS, the Business Trust and the Adviser now wish to
enter into an agreement, referred to hereafter as "this
Agreement," with respect to an additional, recently-established
portfolio of the Business Trust entitled "CAPITAL CASH U.S.
GOVERNMENT SECURITIES TRUST" (the "Trust");
WHEREAS, this Agreement has been approved by the Board of
Trustees of the Business Trust at a meeting held on September
[18], 1999 and in addition has been approved by the holders of a
"majority" of the outstanding voting securities of the Trust, as
defined in the Investment Company Act of 1940 (the "Act"), at a
meeting held on [shareholder meeting date], 1999;
NOW THEREFORE, in consideration of the mutual promises and
agreements herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. In General
The Adviser agrees, all as more fully set forth herein, to
act as managerial investment adviser to the Trust with respect to
the investment of the Trust's assets, and to supervise and
arrange the purchase of securities for and the sale of securities
held in the portfolio of the Trust.
2. Duties and Obligations of the Adviser With Respect To
Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this
section and subject to the direction and control of the Board of
Trustees of the Business Trust, the Adviser shall:
(i) Supervise continuously the investment program of
the Trust and the composition of its portfolio;
(ii) Determine what securities shall be purchased or
sold by the Trust;
(iii) Arrange for the purchase and the sale of
securities held in the portfolio of the Trust; and
(iv) Either keep the accounting records of the Trust,
including the pricing of portfolio securities and
computation of dividends and of net asset value per
share or, at its expense and responsibility, delegate
such duties in whole or in part to a company
satisfactory to the Trust.
(b) Any investment program furnished by the Adviser
under this section shall at all times conform to, and be in
accordance with, any requirements imposed by: (1) the Act and any
rules or regulations in force thereunder; (2) any other
applicable laws, rules and regulations; (3) the Declaration of
Trust and By-Laws of the Business Trust as amended from time to
time; (4) any policies and determinations of the Board of
Trustees of the Business Trust; and (5) the fundamental policies
of the Trust, as reflected in its registration statement under
the Act or as amended by the shareholders of the Trust.
(c) The Adviser shall give the Trust the benefit of its
best judgment and effort in rendering services hereunder, but the
Adviser shall not be liable for any loss sustained by reason of
the adoption of any investment policy or the purchase, sale or
retention of any security, whether or not such purchase, sale or
retention shall have been based upon (i) its own investigation
and research or (ii) investigation and research made by any other
individual, firm or corporation, if such purchase, sale or
retention shall have been made and such other individual, firm or
corporation shall have been selected in good faith by the
Adviser. Nothing herein contained shall, however, be construed
to protect the Adviser against any liability to the Trust or its
security holders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason
of its reckless disregard of its obligations and duties under
this Agreement.
(d) Nothing in this Agreement shall prevent the Adviser
or any affiliated person (as defined in the Act) of the Adviser
from acting as investment adviser or manager for any other
person, firm or corporation and shall not in any way limit or
restrict the Adviser or any such affiliated person from buying,
selling or trading any securities for its own or their own
accounts or for the accounts of others for whom it or they may be
acting, provided, however, that the Adviser expressly represents
that it will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations to the Trust
under this Agreement. It is agreed that the Adviser shall have
no responsibility or liability for the accuracy or completeness
of the Business Trust's Registration Statement under the Act and
the Securities Act of 1933, except for information supplied by
the Adviser for inclusion therein. The Adviser shall promptly
inform the Business Trust as to any information concerning the
Adviser appropriate for inclusion in such Registration Statement,
or as to any transaction or proposed transaction which might
result in an assignment of the Agreement. The Business Trust
agrees to indemnify the Adviser to the full extent permitted by
the Business Trust's Declaration of Trust.
(e) In connection with its duties to arrange for the
purchase and sale of the Trust's portfolio securities, the
Adviser shall select such broker-dealers ("dealers") as shall, in
the Adviser's judgment, implement the policy of the Trust to
achieve "best execution," i.e., prompt, efficient, and reliable
execution of orders at the most favorable net price. The Adviser
shall cause the Trust to deal directly with the selling or
purchasing principal or market maker without incurring brokerage
commissions unless the Adviser determines that better price or
execution may be obtained by paying such commissions; the Trust
expects that most transactions will be principal transactions at
net prices and that the Trust will incur little or no brokerage
costs. The Business Trust understands that purchases from
underwriters include a commission or concession paid by the
issuer to the underwriter and that principal transactions placed
through dealers include a spread between the bid and asked
prices. In allocating transactions to dealers, the Adviser is
authorized to consider, in determining whether a particular
dealer will provide best execution, the dealer's reliability,
integrity, financial condition and risk in positioning the
securities involved, as well as the difficulty of the transaction
in question, and thus need not pay the lowest spread or
commission available if the Adviser determines in good faith that
the amount of commission is reasonable in relation to the value
of the brokerage and research services provided by the dealer,
viewed either in terms of the particular transaction or the
Adviser's overall responsibilities as to the accounts as to which
it exercises investment discretion. If, on the foregoing basis,
the transaction in question could be allocated to two or more
dealers, the Adviser is authorized, in making such allocation, to
consider (i) whether a dealer has provided research services, as
further discussed below; and (ii) whether a dealer has sold
shares of the Trust or any other investment company or companies
having the Adviser as its investment adviser or having the same
sub-adviser, administrator or principal underwriter as the Trust.
Such research may be in written form or through direct contact
with individuals and may include quotations on portfolio
securities and information on particular issuers and industries,
as well as on market, economic, or institutional activities. The
Business Trust recognizes that no dollar value can be placed on
such research services or on execution services, that such
research services may or may not be useful to the Trust and/or
other accounts of the Adviser, and that research received by such
other accounts may or may not be useful to the Trust.
3. Allocation of Expenses
The Adviser agrees that it will furnish the Trust, at the
Adviser's expense, all office space, facilities, equipment and
clerical personnel necessary for carrying out its duties under
this Agreement. The Adviser agrees that it will supply, or cause
to be supplied, to any sub-adviser, administrator or principal
underwriter of the Trust all necessary financial information in
connection with such sub-adviser's, administrator's or principal
underwriter's duties under any agreement between such sub-
adviser, administrator or principal underwriter and the Business
Trust. The Adviser will also pay all compensation of the Trust's
officers, employees, and Trustees, if any, who are affiliated
persons of the Adviser. The Trust agrees to bear the costs of
preparing and setting in type its prospectuses, statements of
additional information and reports to its shareholders, and the
costs of printing or otherwise producing and distributing those
copies of such prospectuses, statements of additional information
and reports as are sent to its shareholders. All costs and
expenses not expressly assumed by the Adviser under this
Agreement or by such sub-adviser, administrator or principal
underwriter shall be paid by the Trust, including, but not
limited to (i) interest and taxes; (ii) brokerage commissions;
(iii) insurance premiums; (iv) compensation and expenses of its
Trustees other than those affiliated with the Adviser or such
sub-adviser, administrator or principal underwriter; (v) legal
and audit expenses; (vi) custodian and transfer agent, or
shareholder servicing agent, fees and expenses; (vii) expenses
incident to the issuance of its shares (including issuance on the
payment of, or reinvestment of, dividends); (viii) fees and
expenses incident to the registration under Federal or State
securities laws of the Trust or its shares; (ix) expenses of
preparing, printing and mailing reports and notices and proxy
material to shareholders of the Trust; (x) all other expenses
incidental to holding meetings of the Trust's shareholders; and
(xi) such non-recurring expenses as may arise, including
litigation affecting the Trust and the legal obligations for
which the Business Trust may have to indemnify its officers and
Trustees.
4. Compensation of the Adviser
The Business Trust agrees to pay the Adviser, and the
Adviser agrees to accept as full compensation for all services
rendered by the Adviser as such, a management fee payable monthly
and computed on the net asset value of the Trust
as of the close of business each business day at the annual rate
of 0.20 of 1% of such net asset value.
5. Duration and Termination
(a) This Investment Advisory Agreement shall become
effective on the date set forth above following approval by the
shareholders of the Trust and shall, unless terminated as
hereinafter provided, continue in effect until the November 30
next preceding the second anniversary of the effective date of
this Agreement, and from year to year thereafter, but only so
long as such continuance is specifically approved at least
annually (1) by a vote of the Business Trust's Board of Trustees,
including a vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in
the Act) of any such party, with votes cast in person at a
meeting called for the purpose of voting on such approval, or (2)
by a vote of the holders of a "majority" (as so defined) of the
outstanding voting securities of the Trust and by such a vote of
the Trustees.
(b) This Agreement may be terminated by the Adviser at
any time without penalty upon giving the Business Trust sixty
days' written notice (which notice may be waived by the Business
Trust) and may be terminated by the Business Trust at any time
without penalty upon giving the Adviser sixty days' written
notice (which notice may be waived by the Adviser), provided that
such termination by the Business Trust shall be directed or
approved by a vote of a majority of its Trustees in office at the
time or by a vote of the holders of a majority (as defined in the
Act) of the voting securities of the Trust outstanding and
entitled to vote. This Agreement shall automatically terminate
in the event of its assignment (as defined in the Act).
6. Disclaimer of Shareholder Liability
The Adviser understands that the obligations of this
Agreement are not binding upon any shareholder of the Trust
personally, but bind only the Business Trust's property; the
Adviser represents that it has notice of the provisions of the
Business Trust's Declaration of Trust disclaiming shareholder
liability for acts or obligations of the Trust.
7. Notices of Meetings
The Business Trust agrees that notice of each meeting
of the Board of Trustees of the Business Trust will be sent to
the Adviser and that the Business Trust will make appropriate
arrangements for the attendance (as persons present by
invitation) of such person or persons as the Adviser may
designate.
IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized
officers and their seals to be hereunto affixed, all as of the
day and year first above written.
ATTEST: CAPITAL CASH MANAGEMENT TRUST
________________________ By:___________________________________
ATTEST: STCM MANAGEMENT COMPANY, INC.
________________________ By:___________________________________
