Investment Advisory Agreement
AGREEMENT made this 5th day of March, 1997 by and between The
Bjurman Funds (the "Trust"), a Delaware business trust on behalf of
Bjurman Micro-Cap Fund (the "Fund") and Xxxxxx X. Xxxxxxx and Associates, a
California Corporation (the "Adviser").
1. Duties of Adviser. The Trust hereby appoints the Adviser to act as
investment adviser to the Fund for the period and on such terms set forth in
this Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Fund, to determine in its discretion the
assets to be held uninvested, to provide the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Trust's officers and Board of Trustees
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control
of the officers and the Board of Trustees of the Trust, and in compliance
with the objectives, policies and limitations set forth in the Fund's
Prospectus and Statement of Additional Information. The Adviser accepts
such employment and agrees to render the services and to provide, at its own
expense, the office space, furnishings, equipment and the personnel required
by it to perform the services on the terms and for the compensation provided
herein.
2. Portfolio Transactions. The Adviser shall provide the Fund with a
trading department. The Adviser shall select the brokers or dealers that
will execute the purchases and sales of securities for the Fund, and is
directed to use its best efforts to ensure that the best available price and
most favorable execution of securities transactions for the Fund are obtained.
The Fund will bear all expenses associated with its investment activities,
including, without limitation, brokerage commissions and custody expenses.
Subject to policies established by the Board of Trustees of the Trust and
communicated to the Adviser, it is understood that the Adviser will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Trust or in respect of the Fund, or be in breach of any obligation owing to
the Trust or in respect of the Fund under this Agreement, or otherwise,
solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
that another member of an exchange, broker or dealer would have charged, if
the Adviser determines in good faith that the commission paid was reasonable
in relation to the brokerage or research services provided by such member,
broker or dealer, viewed in terms of that particular transaction or the
Adviser's overall responsibilities with respect to the accounts, including
the Fund, as to which it exercises investment discretion. The Adviser will
promptly communicate to the officers and Trustees of the Trust such
information relating to Fund transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by
the Adviser as provided in Section 1 and 2 of this Agreement, the Fund shall
pay to the Adviser within five business days after the end of each calendar
month, a monthly fee of one twelfth of 1.00% of the Fund's average daily net
assets during the month. The net asset value shall be calculated in the manner
provided in the Fund's Prospectus and Statement of Additional Information
then in effect.
In the event of termination of this Agreement, the fee provided in this
Section 3 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
The Adviser voluntarily may reduce any portion of the compensation or
reimbursement of expenses due to it pursuant to this Agreement and may agree
to make payments to limit the expenses that are the responsibility of the Fund.
Any such reduction or payment shall be applicable only to such specific
reduction or payment and shall not constitute an agreement to reduce any
future compensation or reimbursement due to the Adviser hereunder or to
continue future reductions or payments. Any such reduction will be agreed to
prior to accrual of the related expense or fee and will be estimated daily
and reconciled and paid on a monthly basis.
Any fee withheld or voluntarily reduced and any Fund expense absorbed
by the Adviser voluntarily or pursuant to an agreed upon expense cap
shall be reimbursed by the Fund to the Adviser, if so requested by
the Adviser and approved by the Trust's Board of Trustees, in the first,
second, or third (or any combination thereof) fiscal year next
succeeding the fiscal year of the withholding, reduction, or absorption if the
aggregate amount paid by the Fund toward the operating expenses for such
fiscal year (taking into account the reimbursement) do not exceed the
applicable limitation on Fund expenses. Such reimbursement may be paid prior
to the Fund's payment of current expenses if so requested by the Adviser even
if such practice may require the Adviser to waive, reduce, or absorb current
Fund expenses.
4. Reports. The Fund and the Adviser agree to furnish to each other
such information regarding their operations with regard to their affairs as
each may reasonably request.
5. Status of Adviser. The services of the Adviser to the Fund are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired
thereby.
The Adviser shall, for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided
and authorized to do so, have no authority to act for or represent the
Trust or the Fund in anyway, or in any way be deemed an agent for the
Trust or the Fund.
6. Liability of Adviser. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its
obligations and duties hereunder, the Adviser shall not be subject to any
liability whatsoever to the Fund, or to any shareholder of the Fund, for any
error of judgement, mistake of law or any other act or omission in the course
of, or connected with, rendering services hereunder including, without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Fund.
7. Duration and Termination. This Agreement shall become effective
on the date that the Trust's registration statement is declared effective by
the U.S.Securities and Exchange Commission, provided that first it is approved
by the Board of Trustees of the Trust, including a majority of those Trustees
who are not parties to this Agreement or interested persons of any party
hereto, in the manner provided in Section 15(c) of the Investment Company Act
of 1940, as amended (the "Act"), and by the holders of a majority of the
outstanding voting securities of the Fund; and shall continue in effect for
two years. Thereafter, this Agreement may continue in effect only if such
continuance is approved at least annually by: (i) the Trust's Board of
Trustees or, (ii) by the vote of a majority of the outstanding voting
securities of the Fund; and in either event by a vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party in the manner provided in Section 15(c) of the Act.
This Agreement may be terminated by the Trust, at any time, without the
payment of any penalty, by the Board of Trustees of the Trust or by vote of
the holders of a majority of the outstanding voting securities of the Fund on
60 days' written notice to the Adviser. This Agreement may be terminated by
the Adviser at any time, without the payment of any penalty, upon not more
than 60 days' written notice to the Trust. This Agreement will automatically
terminate in the event of its assignment. Any notice under this Agreement
shall be given in writing, addressed and delivered or mailed postage prepaid,
to the other party at the principal office of such party.
As used in this Section 7, the terms "assignment", "interested person",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the Act and Rule 18f-2 thereunder.
8. Name of Adviser. The parties agree that the Adviser has a
proprietary interest in the name "Bjurman Micro-Cap Fund", and the Trust
agrees to promptly take such action as may be necessary to delete from its
name and/or the name of the Trust any reference to the name of the Adviser
promptly after receipt from the Adviser of a written request therefore.
9. Severability. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
10. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of
California.
11. Records. All records held by the Adviser which are required to be
maintained and preserved by the Fund in order to comply with Rules 31 a-1 and
31 a-2 of the Act remain the property of the Fund and will be surrendered
promptly by the Adviser upon the request of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of this 5th day of March, 1997.
The Bjurman Funds Xxxxxx X. Xxxxxxx and Associates
/s/ G. Xxxxxx Xxxxxxx /s/ G. Xxxxxx Xxxxxxx
G. Xxxxxx Xxxxxxx, Co-President G. Xxxxxx Xxxxxxx, President
/s/ O. Xxxxxx Xxxxx, III
O. Xxxxxx Xxxxx, III, Co-President
