JPM SERIES TRUST II
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement made as of the __ day of August
2001, between X.X. Xxxxxx Series Trust II, a Delaware business trust (the
"Trust"), and Xxxxxx Xxxxxxx, Inc., (the "Adviser").
WITNESSETH:
WHEREAS, the Trust is an open-end, management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to render
investment advisory services to the Trust's series set forth in Schedule A
hereto, as such may be revised from time to time (the "Portfolio"), and the
Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. The Trust hereby appoints the Adviser to act as investment
adviser to the Portfolio for the period and on the terms set forth in this
Agreement. The Adviser 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 Trustees of the
Trust, the Adviser shall manage the investment operations of the Portfolio and
the composition of the Portfolio's holdings of securities and investments,
including cash, the purchase, retention and disposition thereof and agreements
relating thereto, in accordance with the Portfolio's investment objectives and
policies as stated in the Trust's registration statement on Form N-1A, as such
may be amended from time to time (the "Registration Statement"), with respect to
the Portfolio, under the 1940 Act and subject to the following understandings:
(a) The Adviser shall furnish a continuous investment program
for the Portfolio and determine from time to time what investments or securities
will be purchased, retained, sold or lent by the Portfolio, and what portion of
the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the
management of the Portfolio's investments as it uses in the management of other
accounts for which it has investment responsibility as agent;
(c) The Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the Trust's
Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as
presently in effect and as amended from time to time, is herein called the
"Declaration of Trust"), the Trust'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
Trustees of the Trust 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 Adviser shall determine the securities to be
purchased, sold or lent by the Portfolio and as agent for the Portfolio 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 Adviser intends to seek best price and
execution for purchases and sales; the Adviser also shall determine whether the
Portfolio shall enter into repurchase or reverse repurchase agreements;
On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolios as well as other customers
of the Adviser, the Adviser 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 Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio;
(e) The Adviser shall maintain books and records with respect
to the Portfolio's securities transactions and shall render to the Trustees of
the Trust such periodic and special reports as the Trustees may reasonably
request; and
(f) The investment management services of the Adviser to the
Portfolio under this Agreement is not to be deemed exclusive, and the Adviser
shall be free to render similar services to others.
3. The Trust has delivered copies of each of the following
documents to the Adviser and will promptly notify and deliver to it all future
amendments and supplements, if any:
(a) The Declaration of Trust;
(b) The By-Laws;
(c) Certified resolutions of the Trustees of the Trust
authorizing the appointment of the Adviser and approving the form of this
Agreement; and
(d) The Trust's Notification of Registration on Form N-8A and
Registration Statement as filed with the Securities and Exchange Commission (the
"Commission").
4. The Adviser shall keep the Portfolio's books and records
required to be maintained by it pursuant to paragraph 2(e) of this Agreement.
The Adviser agrees that all records which it maintains for the Portfolio are the
property of the Trust and it will promptly surrender any of such records to the
Trust upon the Trust's request. The Adviser 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 Adviser with respect to the
Portfolio by Rule 31a-1 of the Commission under the 1940 Act.
5. During the term of this Agreement, the Adviser 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 Portfolio
(including taxes and brokerage commissions, if any) and interest and other
borrowing costs.
6. For the services provided and the expenses borne pursuant
to this Agreement, the Portfolio will pay to the Adviser 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 Trust and the Adviser,
but no more frequently than monthly.
7. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Portfolio 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
Portfolio for a period of more than two years from the Portfolio's commencement
of investment operations 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
Portfolio at any time, without the payment of any penalty, by vote of a majority
of all the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on 60 days' written notice to the Adviser or
by the Adviser at any time, without the payment of any penalty, on 90 days'
written
notice to the Trust. This Agreement will automatically and immediately terminate
in the event of its "assignment" (as defined in the 1940 Act).
9. The Adviser shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly provided herein
or authorized by the Trustees of the Trust from time to time, have no authority
to act for or represent the Trust in any way or otherwise be deemed an agent of
the Portfolio.
10. This Agreement may be amended, with respect to the
Portfolio, by mutual consent, but the consent of the Trust must be approved (a)
by vote of a majority of those Trustees of the Trust 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) if required by
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.
11. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid (1) to the Adviser at Xxxxxx Xxxxxxx, Inc., 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Funds Management, or (2) to
the Trust at JPM Series Trust II addressed to its principal place of business as
provided to the Adviser, Attention: Treasurer.
12. The Trustees of the Trust have authorized the execution of
this Agreement in their capacity as Trustees and not individually, and the
Adviser agrees that neither the Trustees nor any officer or employee of the
Trust nor the Portfolio's investors nor any representative or agent of the Trust
or of the Portfolio(s) shall be personally liable upon, or shall resort be had
to their private property for the satisfaction of, obligations given, executed
or delivered on behalf of or by the Trust or the Portfolio(s), that such
Trustees, officers, employees, investors, representatives and agents shall not
be personally liable hereunder, and that it shall look solely to the trust
property for the satisfaction of any claim hereunder.
13. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
14. 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 and
year first above written.
X.X. XXXXXX SERIES TRUST II
By: _____________________
Name:
Title:
XXXXXX XXXXXXX, INC.
By: ___________________
Name:
Title:
Schedule A
X.X. XXXXXX SERIES TRUST II
Annual Fee As
A Percentage of
Average Daily
Name of Portfolio Net Assets
----------------- ----------
X.X. Xxxxxx Mid Cap Value Portfolio 0.70%
