SERIES PORTFOLIO II
INVESTMENT ADVISORY AGREEMENT
Agreement, made this 30th day of May, 1997, between Series Portfolio
II, a master trust organized under the law of the State of New York and Xxxxxx
Guaranty Trust Company of New York, a New York trust company authorized to
conduct a general banking business (the "Advisor"),
WHEREAS, Series Portfolio II is an open-end diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, Series Portfolio II desires to retain the Advisor to render
investment advisory services to Series Portfolio II's existing separate and
distinct subtrusts or series (each, a "Portfolio") and other future Portfolios
as agreed to from time to time between Series Portfolio II 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. Series Portfolio II 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
Series Portfolio II, 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 Series Portfolio II'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 Series
Portfolio II'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"), Series Portfolio II'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 Series Portfolio II
and will conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and regulations;
1
(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 Series
Portfolio II'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. Series Portfolio II 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 Series Portfolio
II authorizing the appointment of the Advisor and
approving the form of this Agreement;
(d) Series Portfolio II'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 which it maintains for any Portfolio are the property of Series
Portfolio II and it will promptly surrender any of such records to Series
Portfolio II upon Series Portfolio II'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,
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 Series Portfolio II and the
Advisor, but no more frequently than monthly.
i:\dsfndlgl\tspii\sp2iaa.wpf
2
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 each Portfolio at any time, without the payment of any penalty, by
vote of a majority of all the Trustees of Series Portfolio II 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 Series Portfolio II. 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 Series Portfolio II from time to time, have no
authority to act for or represent Series Portfolio II 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 Series Portfolio II must be
approved (a) by vote of a majority of those Trustees of Series Portfolio II 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 Series
Portfolio II 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 Series Portfolio II. Notices of any kind to be given
to Series Portfolio II by the Advisor shall be in writing and shall be duly
given if mailed or delivered to Series Portfolio II c/o Funds Distributor, 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 Series Portfolio II
to the Advisor.
12. The Trustees of Series Portfolio II 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
Series Portfolio II nor any Portfolio's investors nor any representative or
agent of Series Portfolio II 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 Series Portfolio II
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.
i:\dsfndlgl\tspii\sp2iaa.wpf
3
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the 30th day
of May, 1997.
SERIES PORTFOLIO II
By:
NAME
TITLE
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By:
NAME
TITLE
i:\dsfndlgl\tspii\sp2iaa.wpf
4
Schedule A
Series Portfolio II
Investment Advisory Fees
The Treasury Money Market Portfolio1
.20% of the average daily net assets of the Portfolio up to $1 billion, .10% of
the average daily net assets of the Portfolio in excess of $ 1 billion
1Approved April 10, 1997
i:\dsfndlgl\tspii\sp2iaa.wpf
