Exhibit 99(d)
USBAM SECURITIES LENDING TRUST
INVESTMENT ADVISORY AGREEMENT
This Agreement, made as of this 21st day of September, 2005, by and between
USBAM Securities Lending Trust, a Delaware Statutory Trust (the "Trust"), on
behalf of USBAM Securities Lending Prime Portfolio and USBAM Securities Lending
Short-Term Bond Portfolio (individually a "Portfolio" and together the
"Portfolios"), and U.S. Bancorp Asset Management, Inc., a Delaware corporation
(the "Adviser").
1. The Trust on behalf of the Portfolios hereby retains the Adviser, and
the Adviser hereby agrees to act, as investment adviser for, and to manage the
investment of the assets of, the Portfolios as set forth herein and as further
requested by the Board of Trustees of the Trust. In acting hereunder the Adviser
shall be an independent contractor and, unless otherwise expressly provided or
authorized hereunder or by the Board of Trustees of the Trust, shall have no
authority to act for or represent the Trust or any Portfolio in any way or
otherwise be an agent of the Trust or any Portfolio.
2. The Adviser, at its own expense, shall provide the Trust with all
necessary office space, personnel and facilities necessary and incident to the
performance of the Adviser's services hereunder. The Adviser shall pay or be
responsible for the payment of all compensation to personnel of the Trust and
the officers and Trustees of the Trust who are affiliated with the Adviser or
any entity that controls, is controlled by or is under common control with the
Adviser.
3. The Adviser may utilize an affiliate of the Adviser as a broker,
including as a principal broker, provided that the brokerage transactions and
procedures are in accordance with Rule 17e-1 under the Investment Company Act of
1940, as amended (the "Act"). All allocation of portfolio transactions shall be
subject to such policies and supervision as the Trust's Board of Trustees or any
committee thereof deems appropriate.
4. The Adviser shall see that there are rendered to the Board of Trustees
of the Trust such periodic and special reports as the Board of Trustees may
reasonably request, including any reports in respect to placement of security
transactions for the Portfolios.
5. Because shares of the Portfolios are offered only to participants in a
securities lending program administered by the Adviser, as vehicles for the
investment of cash received as collateral for securities loans under the
program, the Adviser shall not charge either Portfolio a fee for its services
provided hereunder.
6. Services of the Adviser herein provided are not to be deemed exclusive,
and the Adviser shall be free to render similar services or other services to
others so long as its services hereunder shall not be impaired thereby.
7. The Adviser agrees to indemnify the Trust and each Portfolio with
respect to any loss, liability, judgment, cost or penalty which the Trust or any
Portfolio may directly or
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indirectly suffer or incur in any way arising out of or in connection with any
breach of this Agreement by the Adviser.
The Adviser shall be liable to the Trust and its shareholders or former
shareholders for any negligence or willful misconduct on the part of the Adviser
or any of its Trustees, officers, employees, representatives or agents in
connection with the responsibilities assumed by it hereunder, provided, however,
that the Adviser shall not be liable for any investments made by the Adviser in
accordance with the explicit or implicit direction of the Board of Trustees of
the Trust or the investment objectives and policies of the Trust, and provided
further that any liability of the Adviser resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services shall be limited
to the period and amount set forth in Section 36(b)(3) of the Act.
8. Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect with respect to each Portfolio for a period of two years from
the date of its execution, and thereafter shall continue in effect only as long
as such continuance is specifically approved at least annually by (a) the Board
of Trustees of the Trust or by the vote of a majority of the outstanding shares
of the applicable Portfolio and (b) the vote of a majority of the Trustees, who
are not parties to this Agreement or "interested persons" (as defined in the
Act) of the Adviser or of the Trust, cast in person at a meeting called for the
purpose of voting on such approval.
9. This Agreement may be terminated with respect to any Portfolio at any
time, without the payment of any penalty, by the Board of Trustees of the Trust
or by the vote of a majority of the outstanding shares of such Portfolio, or by
the Adviser, upon 60 days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
"assignment" (as defined in the Act), provided, however, that such automatic
termination shall be prevented in a particular case by an order of exemption
from the Securities and Exchange Commission or a no-action letter of the staff
of the Commission to the effect that such assignment does not require
termination as a statutory or regulatory matter.
10. No amendment to this Agreement shall be effective with respect to a
Portfolio until approved by a majority of the Trustees who are not parties to
this Agreement or "interested persons" (as defined in the Act) of the Adviser or
the Trust and, if required by the Act, by the vote of a majority of the
outstanding shares of such Portfolio.
11. Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding shares of a Portfolio shall mean the
lesser of (a) the vote of 67% or more of the shares of such Portfolio
represented at a meeting where more than 50% of the outstanding shares are
present in person or by proxy, or (b) the vote of more than 50% of the
outstanding shares of such Portfolio.
12. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
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13. Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
14. The internal law, and not the law of conflicts, of the State of
Delaware will govern all questions concerning the construction, validity and
interpretation of this Agreement and the performance of the obligations imposed
by this Agreement.
15. This Agreement, including its exhibits, constitutes the entire
agreement between the parties concerning its subject matter and supersedes all
prior and contemporaneous agreements, representations and understandings of the
parties.
16. This Agreement is made by the Trust pursuant to authority granted by
the Trustees, and the obligations created hereby are not binding on any of the
Trustees or shareholders of the Trust individually, but bind only the property
of the Trust.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
USBAM SECURITIES LENDING TRUST
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President--Administration
U.S. BANCORP ASSET MANAGEMENT, INC.
By /s/ Xxxxxx X. Xxxxx III
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Xxxxxx X. Xxxxx III
Chief Financial officer
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