Exhibit 5(a)
Form of Advisory Agreement
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NORTHSTAR ADVANTAGE ______ FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____th day of May 1995, by and between NORTHSTAR
ADVANTAGE ______ FUND, a Massachusetts business trust, (the "Fund") and
NORTHSTAR INVESTMENT MANAGEMENT CORPORATION, a Delaware corporation (the
"Adviser").
The Fund is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act").
The Fund desires to retain the Adviser to render investment advisory
services to the Fund, and the Adviser is willing to render such investment
advisory services on the terms set forth below.
The parties agree as follows:
1. The Fund hereby appoints the Adviser to act as investment adviser to
the Fund for the period and on the terms set forth in this Agreement. The
Adviser accepts such appointment and agrees to render the services described,
for the compensation provided, in this Agreement.
2. Subject to the supervision of the Trustees, the Adviser shall manage
the investment operations of the Fund and the composition of the Fund's
portfolio, including the purchase and retention and disposition of portfolio
securities, in accordance with the Fund's investment objectives, policies and
restrictions as stated in the Fund's Prospectus and Statement of Additional
Information (as defined below) subject to the following understandings:
A. The Adviser shall provide supervision of the Fund's investments
and determine from time to time what investments will be made, held or disposed
of or what securities will be purchased and retained, sold or loaned by the
Fund, and what portion of the assets will be invested or held uninvested as
cash.
B. The Adviser shall use its best judgment in the performance of its
duties under this Agreement.
C. The Adviser, in the performance of its duties and obligations
under this Agreement, shall (i) act in conformity with the Declaration of Trust,
By-Laws, Prospectus
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and Statement of Additional Information of the Fund, with the instructions and
directions of the Trustees and (ii) conform to and comply with the requirements
of the Investment Company Act and all other applicable federal and state laws
and regulations.
D. (i) The Adviser shall determine the securities to be purchased
or sold by the Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers to carry out the policy with respect to
brokerage as set forth in the Fund's Prospectus and Statement of Additional
Information or as the Trustees may direct from time to time. In providing the
Fund with investment supervision, the Adviser will give primary consideration to
securing the most favorable price and efficient execution. The Adviser may also
consider the financial responsibility, research and investment information and
other services and research related products provided by brokers or dealers who
may effect or be a party to any such transactions or other transactions to which
other clients of the Adviser may be a party. The Fund recognizes that the
services and research related products provided by such brokers may be useful to
the Adviser in connection with its services to other clients.
(ii) When the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients, the Adviser, to
the extent permitted by applicable laws and regulations, may aggregate the
securities to be sold or purchased in order to obtain the most favorable price
or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transactions, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Fund and to such other clients.
E. The Adviser shall maintain, or cause to be maintained, all books
and records required under the Investment Company Act to the extent not
maintained by the custodian of the Fund. The Adviser shall render to the
Trustees such periodic and special reports as the Trustees may reasonably
request.
F. The Adviser shall provide the Fund's custodian on each business
day information relating to all transactions concerning the Fund's assets.
G. The investment management services of the Adviser to the Fund
under this Agreement are not to be deemed exclusive, and the Adviser shall be
free to render similar services to others.
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3. The Fund has delivered to the Adviser copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:
A. Declaration of Trust, as amended, as filed with the Secretary of
the Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as further amended from time to time, are herein called the
"Declaration of Trust");
B. By-Laws of the Fund (such By-Laws, as in effect on the date
hereof and as amended from time to time, are herein called the "By-Laws");
C. Certified resolutions of the Trustees authorizing the appointment
of the Adviser and approving this Agreement on behalf of the Fund;
D. Registration Statement on Form N-lA under the Investment Company
Act and the Securities Act of 1933, as amended from time to time (the
"Registration Statement"), as filed with the Securities and Exchange Commission
(the "Commission"), relating to the Fund and shares of beneficial interest of
the Fund and all amendments thereto;
E. Notification of Registration of the Fund under the Investment
Company Act on Form N-8A as filed with the Commission and all amendments
thereto; and
F. Prospectus and Statement of Additional Information included in
the Registration Statement, as amended from time to time. All references in
this Agreement to the Prospectus and the Statement of Additional Information
shall be to such documents as most recently amended or supplemented and in
effect.
4. The Adviser shall authorize and permit any of its directors, officers
and employees who may be elected as trustees or officers of the Fund to serve in
the capacities in which they are elected. All services to be furnished by the
Adviser under this Agreement may be furnished through such directors, officers
or employees of the Adviser.
5. The Adviser agrees that all records which it maintains for the Fund
are property of the Fund. The Adviser will surrender promptly to the Fund any
such records upon the Fund's request. The Adviser further agrees to preserve
such records for the periods prescribed in Rule 3la-2 under the Investment
Company Act.
6. (i) In connection with the services rendered by the Adviser under this
Agreement, the Adviser will pay all of the following expenses:
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(a) the salaries and expenses of all personnel of the Fund and the
Adviser required to perform the services to be provided pursuant to this
Agreement, except the fees of the trustees who are not affiliated persons of the
Adviser; and
(b) all expenses incurred by the Adviser or the Fund in connection
with the performance of the Adviser's responsibilities hereunder, other than
brokers' commissions and any issue or transfer taxes chargeable to the Fund in
connection with its securities transactions.
7. In the event the expenses of the Fund for any fiscal year (including
the fees payable to the Adviser but excluding interest, taxes, brokerage
commissions, distribution fees and litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the Fund's
business) exceed the lowest applicable annual expense limitation established
pursuant to the statutes or regulations of any jurisdictions in which shares of
the Fund are then qualified for offer and sale, the compensation due the Adviser
will be reduced by the amount of such excess, or, if such reduction exceeds the
compensation payable to the Adviser, the Adviser will pay the Fund, whose
expenses exceed such expense limitation, the amount of such reduction which
exceeds the amount of such compensation.
8. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to the Adviser as compensation a fee accrued daily
and paid monthly at the annual rate of .75% of the Fund's aggregate average
daily net assets.
9. The Adviser may rely on information reasonably believed by it to be
accurate and reliable. Neither the Adviser nor its officers, directors,
employees or agents or controlling persons shall be liable for any error or
judgment or mistake of law, or for any loss suffered by the Fund in connection
with or arising out of the matters to which this Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Adviser in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
10. This Agreement shall continue in effect for a period of two years from
the date hereof and shall continue in effect thereafter for so long as such
continuance is specifically approved at least annually by the affirmative vote
of (i) a majority of the Trustees of the Fund who are not interested persons of
the Fund, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) a majority of the Trustees of the Fund or the holders of a
majority of the outstanding voting securities of the Fund; provided however,
that this Agreement may be terminated by the Fund at any time, without the
payment of any penalty, by a majority of the Trustees acting on behalf of the
Fund or by vote of a majority of the outstanding voting securities of the Fund,
or by the
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Adviser at any time, without the payment of any penalty, on not more than 60
days' nor less than 30 days' written notice to the other party.
11. This agreement shall terminate automatically in the event of its
assignment; the term "assignment" for this purpose shall have the meaning
defined in Section 2(a)(4) of the Investment Company Act.
12. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Adviser who may also be a trustee, officer
or employee of the Fund to engage in any other business or to devote his time
and attention in part to the management or other aspect of any business, whether
of a similar or dissimilar nature, nor limit or restrict the right of the
Adviser to engage in any other business or to render services of any kind to any
other person or entity.
13. During the term of this Agreement, the Fund agrees to furnish the
Adviser at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for distribution to
shareholders of the Fund or the public, which refer in any way to the Adviser,
prior to use thereof and not to use such material if the Adviser reasonably
objects in writing within five business days (or such other time as may be
mutually agreed) after receipt. In the event of termination of the Agreement,
the Fund will continue to furnish to the Adviser such other information relating
to the business affairs of the Fund as the Adviser at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.
14. This Agreement may be amended by mutual agreement, but only after
authorization of such amendments by the affirmative vote of (i) the holders of
the majority of the outstanding voting securities of the Fund and (ii) a
majority of the members of the Trustees who are not interested persons of the
Fund or the Adviser, cast in person at a meeting called for the purpose of
voting on such approval.
15. The Adviser and the Fund each agree that the names "Northstar" and
"Advantage" are proprietary to, and property rights of, the Adviser. The Fund
agrees and consents that (i) it will only use the name "Northstar Advantage" as
part of its name and for no other purpose, (ii) it will not purport to grant any
third party the right to use the name or any part of the name "Northstar
Advantage" and (iii) upon the termination of this Agreement, the Fund shall,
upon the request of the Adviser, cease to use the name "Northstar Advantage",
and shall use its best efforts to cause its officers, trustees and shareholders
to take any and all actions which the Adviser may request to effect the
foregoing.
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16. Any notice or other communications required to be given pursuant to
this Agreement shall be deemed to be given if delivered or mailed by registered
mail, postage paid, (1) to the Adviser at Xxx Xxxxxxxx Xxxxx, Xxxxxxxxx, XX
00000, Attention: Secretary; or (2) to the Fund, Xxx Xxxxxxxx Xxxxx, Xxxxxxxxx,
XX 00000, Attention: Secretary.
17. This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut. The terms "interested person",
"assignment", and "vote of the majority of the outstanding voting securities"
shall have the meaning set forth in the Investment Company Act.
18. A copy of the Declaration of Trust of the Fund is on file with the
Secretary of State of The Commonwealth of Massachusetts and notice is hereby
given that this Agreement is executed on behalf of the Trustees of the Fund as
trustees and not individually and that the obligations of this instrument are
not binding upon the Trustees or holders of shares of the Fund individually but
are binding only upon the assets and property of the Fund.
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 written
above.
NORTHSTAR ADVANTAGE ______ FUND
Attest: By:
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President
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NORTHSTAR INVESTMENT MANAGEMENT
CORPORATION
Attest: By:
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Senior Vice President
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