Exhibit 5
NORTHSTAR TRUST
INVESTMENT ADVISORY AGREEMENT
As Amended January 23, 1997
AGREEMENT made this 8th day of November 1993, by and between
NORTHSTAR TRUST, a Massachusetts business trust, (the "Trust") and NORTHSTAR
INVESTMENT MANAGEMENT CORPORATION., a Delaware business corporation (the
"Adviser").
The Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "Investment Company
Act"), consisting of the series named on schedule 1 hereto (each "Fund" and
collectively the "Funds"), as such schedule may be revised from time to time.
The Trust desires to retain the Adviser to render investment
advisory services to the Funds, and the Adviser is willing to render such
investment advisory on the terms set forth below.
The parties agree as follows:
1. The Trust hereby appoints the Adviser to act as investment
adviser to the Trust and the Funds 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 Funds and the composition of each Fund's
portfolio, including the purchase and retention and disposition of portfolio
securities, in accordance with each Fund's investment objectives, policies and
restrictions as stated in the Trust's Prospectus and Statement of Additional
Information (as defined below) subject to the following understandings:
(a) The Adviser shall provide supervision of each 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 each
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 and Statement of Additional Information of the Trust, 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 each 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 Trust's Prospectus and Statement of Additional
Information or as the Trustees may direct from time to time. In providing each
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 Funds recognize 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 a 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 each 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 Trust. The Adviser shall render to the
Trustees such periodic and special reports as the Trustees may reasonably
request.
(f) The Adviser shall provide the Trust's custodian on each business
day information relating to all transactions concerning each Fund's assets.
(g) The investment management services of the Adviser to the Trust
and to each Fund under this Agreement are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others.
3. The Trust 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 Trust (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 Trust
and each 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 Trust and shares of beneficial interest of
each Fund and all amendments thereto.
(e) Notification of Registration of the Trust under the
Investment Company Act on Form N-8A as filed with the Commission and all
amendments thereto;
(f) Prospectus and Statement of Additional Information included in
the Registration Statement, as amended from time to time. All references to this
Agreement, 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 Trust
and/ or the Funds 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
Trust and/or the Funds are property of the Trust and/or the Funds. The Adviser
will surrender promptly to the Trust and/or the Funds any such records upon
either the Trust's or the Fund's request. The Adviser further agrees to preserve
such records for the periods prescribed in Rule 3la-2 of the Commission 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:
(a) the salaries and expenses of all personnel of the Trust, the
Funds 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, the Trust or by the Funds
in connection the performance of the Adviser's responsibilities
hereunder, other than brokers' commissions and any issue or
transfer taxes chargeable to each respective Fund in connection
with its securities transactions.
7. In the event the expenses of each 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 each respective 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 each 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, each Fund will pay to the Adviser as compensation a at the rate
set forth opposite each Funds' name on Schedule 1 hereto, such fee to be accrued
daily and paid monthly..
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 Trust and/or a 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. As to each Fund, this Agreement shall continue until the date
set forth opposite such Fund's name on Schedule 1 hereto (the "Reapproval Date")
and shall continue automatically for successive annual periods ending on the day
of each year set forth opposite the Fund's name on Schedule 1 hereto (the
"Reapproval Day"), provided that such continuance is specifically approved at
least annually by the affirmative vote of (i) a majority of the Trustees of the
Trust acting separately on behalf of each Fund, who are not interested persons
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval, and (ii) a majority of the Trustees of the Trust or the holders
of a majority of the outstanding voting securities of each respective Fund;
provided however, that this Agreement may be terminated by the Trust, on behalf
of a Fund at any time, without the payment of any penalty, by the Trustees
acting on behalf of a Fund or by vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act) of a Fund, or by the
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. This Agreement
shall terminate automatically in the event of its assignment provided that a
transaction which does not, under the Investment Company Act, result in a change
of actual control or management of the Adviser's business shall not be deemed to
be an assignment for the purposes of this Agreement.
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 of 1940.
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 Trust and/or the Funds 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 Trust and each 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 each 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 Trust and/or each Fund will continue to
furnish to the Adviser such other information relating to the business affairs
of the Trust and/or each 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 each Fund and (
ii) a majority of the members of the Trustees who are not interested persons of
the Trust or the Adviser, cast in person at a meeting called for the purpose of
voting on such approval.
15. The Adviser, the Trust and the Funds each agree that the name
"Northstar" is proprietary to, and a property right of, the Adviser. The Trusts
and the Funds agree and consent that (i) each will only use the name "Northstar"
as part of its name and for no other purpose, (ii) each will not purport to
grant any third party the right to use the name "Northstar" and (iii) upon the
termination of this Agreement, the Trust and the Funds shall, upon the request
of the Adviser, cease to use the name "Northstar", 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.
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 Xxxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxxxx, XX 00000, Attention: Secretary; or (2) to the Trust and/or the
Funds, Xxx Xxxxxxxxx Xxxxx, Xxxxx 000, 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 securities" shall
have the meaning set forth in the Investment Company Act.
18. The Declaration of Trust, establishing the Trust, dated August
18, 1993, a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the Commonwealth of
Massachusetts, provides that the name "Northstar Series Trust" refers to the
Trustees under the Declaration collectively as trustees, but not individually or
personally; and no Trustee, shareholder, officer, employee or agent of the Trust
and/or the Funds may be held to any personal liability, nor may resort be had to
their private property for the satisfaction of any obligation or claim or
otherwise in connection with the affairs of the Trust, but the Trust property
only shall be liable.
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 TRUST
Attest: By:
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President
NORTHSTAR INVESTMENT MANAGEMENT
CORPORATION
Attest: By:
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Sr. Vice President
SCHEDULE 1
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Annual Fee as a
Percentage of Avg.
Name of Fund Daily Net Assets Reapproval Date Reapproval Day
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Northstar Income and .75 of 1% on first $250 million; .70% November 8, 1995 November 8th
Growth Fund on the next $250 million; .65% on the
next $250 million; .60% on the next
$250 million; and .55% on assets in
excess of $1 billion.
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Northstar High Total .75 of 1% on first $250 million; .70% November 8, 1995 November 8th
Return Fund on the next $250 million; .65% on the
next $250 million; .60% on the next
$250 million; and .55% on assets in
excess of $1 billion
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Northstar Growth + 1.00% July 31, 1998 July 31st
Value Fund
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Northstar High Total .75% November 8, 1998 November 8th
Return Fund II
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Northstar International 1.00% November 8, 1998 November 8th
Value Fund
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