FORM OF
X.X. XXXXXX XXXXXXX SERIES TRUST
INVESTMENT ADVISORY AGREEMENT
Agreement, made this _th day of ____, 2003, between X.X. Xxxxxx Xxxxxxx
Series Trust (the "Trust"), a trust organized under the laws of the
Commonwealth of Massachusetts and X.X. Xxxxxx Investment Management, Inc., a
Delaware corporation (the "Advisor"),
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust desires to retain the Advisor to render investment
advisory services to the Trust's series set forth in Schedule A (each, a
"Portfolio") as agreed to from time to time between the Trust and the
Advisor, and the Advisor is willing to render such services;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
that in consideration of the premises and mutual promises hereinafter set
forth, the parties hereto agree as follows:
1. The Trust hereby appoints the Advisor to act as investment
adviser to the Portfolios for the period and on the terms set forth in this
Agreement. The Advisor 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 Advisor shall manage the investment operations of each 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 Investment Company Act
of 1940, as amended (the "1940 Act"), and subject to the following
understandings:
(a) the Advisor shall furnish a continuous investment program for
each 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 Advisor shall use the same skill and care in the management
of each Portfolio's investments as it uses in the administration of other
accounts for which it has investment responsibility as agent;
(c) the Advisor, in the performance of its duties and obligations
under this Agreement, shall act in conformity with the Trust's Declaration of
Trust (such 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 Advisor shall determine the securities to be purchased, sold
or lent by each 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 Advisor intends to seek best price and
execution for purchases and sales; the Advisor shall also determine whether
the Portfolio shall enter into repurchase or reverse repurchase agreements;
On occasions when the Advisor deems the purchase or sale of a
security to be in the best interest of one of the Portfolios as well as other
customers of the Advisor, including any other of the Portfolios, the Advisor
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 Advisor in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio;
(e) the Advisor shall maintain books and records with respect to
each Portfolio's securities transactions and shall render to the Trust's
Trustees such periodic and special reports as the Trustees may reasonably
request; and
(f) the investment management services of the Advisor to any of the
Portfolios under this Agreement are not to be deemed exclusive, and the
Advisor shall be free to render similar services to others.
3. To assist it in carrying out its responsibilities hereunder, the
Advisor may employ or retain the services of other persons or entities
including, without limitation, affiliates of the Advisor, on such terms as
the Advisor may deem desirable or appropriate. Without limiting the
generality of the foregoing, and subject to the requirements of Section 15 of
the 1940 Act and/or any order of the SEC, the Advisor may and, where the
Registration Statement states that a Portfolio is expected to use the
services of one or more subadvisers, will use reasonable good-faith efforts
to retain one or more subadvisers to manage all or a portion of the
investment portfolio of a Portfolio, at the Advisor's own cost and expense.
Retention of one or more subadvisers, or the employment or retention of other
persons or entities to perform services, shall in no way reduce the
responsibilities or obligations of the Advisor under this Agreement and the
Advisor shall be responsible, to the extent provided in Paragraph 7 of this
Agreement, for all acts and omissions of such subadvisers, or other persons
or entities, in connection with the performance of the Advisor's duties
hereunder.
4. The Trust has delivered copies of each of the following
documents to the Advisor 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 Advisor and approving the form of this Agreement;
(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 Advisor shall keep each Portfolio's books and records
required to be maintained by it pursuant to paragraph 2(e). The Advisor
agrees that all records that it maintains for any 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 Advisor 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 Advisor with respect to
any Portfolio by Rule 31a-1 of the Commission under the 1940 Act.
5. During the term of this Agreement the Advisor will pay all
expenses incurred by it in connection with its activities under this
Agreement, including the fees of any subadvisers, other than the cost of
securities and investments purchased for a Portfolio (including taxes and
brokerage commissions, if any).
6. For the services provided and the expenses borne pursuant to
this Agreement, each Portfolio will pay to the Advisor 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
Advisor, but no more frequently than monthly.
7. The Advisor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by any 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 each
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 any 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 that Portfolio on 60 days'
written notice to the Advisor, or by the Advisor 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 Advisor 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 Portfolios.
10. This Agreement may be amended, with respect to any 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) by vote
of a majority of the outstanding voting securities of the Portfolio.
11. Notices of any kind to be given to the Advisor by the Trust
shall be in writing and shall be duly given if mailed or delivered to the
Advisor at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Funds
Management, or at such other address or to such other individual as shall be
specified by the Advisor to the Trust. Notices of any kind to be given to
the Trust by the Advisor shall be in writing and shall be duly given if
mailed or delivered to the Trust c/o X.X. Xxxxxx Fund Distributors, Inc. at
00 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 or at such other
address or to such other individual as shall be specified by the Trust to the
Advisor.
12. The Trustees of the Trust have authorized the execution of this
Agreement in their capacity as Trustees and not individually, and the Advisor
agrees that neither the Trustees nor any officer or employee of the Trust nor
any 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 __th day of _______,
2003.
X.X. XXXXXX XXXXXXX SERIES TRUST
By:
Vice President and Assistant Secretary
X.X. XXXXXX INVESTMENT
MANAGEMENT, INC.
By:
Vice President
SCHEDULE A
X.X. XXXXXX XXXXXXX SERIES TRUST
INVESTMENT ADVISORY FEES
JPMorgan Multi-Manager Small Cap Growth Fund 0.85%
JPMorgan Multi-Manager Small Cap Value Fund 0.85%
