SCHRODER GLOBAL SERIES TRUST
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the ___ day of ___________, 2003, between Schroder Global
Series Trust (the "Trust"), a business trust organized under the laws of The
Commonwealth of Massachusetts with its principal place of business at 000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxxxxxxx Investment Management
North America Inc. (the "Adviser"), a corporation organized under the laws of
the State of Delaware with its principal place of business at 000 Xxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act"), as an open-end management investment company and is
authorized to issue Shares (as defined in the Trust's Agreement and Declaration
of Trust, as amended from time to time (the "Declaration of Trust")) in separate
series;
WHEREAS, the Adviser provides investment advice and is registered with the
Securities and Exchange Commission (the "Commission") as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
is registered with the United Kingdom Investment Management Regulatory
Organization ("IMRO");
WHEREAS, the Trust desires that the Adviser perform investment advisory
services for each series of the Trust listed in Appendix A hereto (each a
"Fund," and collectively the "Funds"), and the Adviser is willing to provide
those services on the terms and conditions set forth in this Agreement; and
WHEREAS, the Adviser is willing to render such investment advisory services
to the Funds;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Declaration of Trust and Registration Statement filed with the
Commission under the Act, as may be supplemented from time to time, all in such
manner and to such extent as may from time to time be authorized by the Trust's
Board of Trustees (the "Board"). The Trust is currently authorized to issue
multiple series of Shares and the Board is authorized to issue Shares in any
number of additional series. The Trust has delivered to the Adviser copies of
the Trust's Declaration of Trust and Registration Statement and will from time
to time furnish the Adviser with any amendments thereof.
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SECTION 2. INVESTMENT ADVISER; APPOINTMENT
The Trust hereby employs the Adviser, subject to the direction and control
of the Board, to manage the investment and reinvestment of the assets in each
Fund and, without limiting the generality of the foregoing, to provide other
services specified in Section 3 hereof.
SECTION 3. DUTIES OF THE ADVISER
(a) The Adviser shall make decisions with respect to all purchases and
sales of securities and other investment assets in the Funds. To carry out such
decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for
the Trust, for the account of, at the risk of and in the name of the Trust, to
place orders and issue instructions with respect to those transactions of the
Funds. In all purchases, sales and other transactions in securities for the
Funds, the Adviser is authorized to exercise full discretion and act for the
Trust in the same manner and with the same force and effect as the Trust might
or could do with respect to such purchases, sales or other transactions, as well
as with respect to all other things necessary or incidental to the furtherance
or conduct of such purchases, sales or other transactions.
(b) The Adviser will report to the Board at each meeting thereof all
changes in the Funds since the prior report, and will keep the Board informed of
important developments affecting the Trust, the Funds and the Adviser, and on
its own initiative, will furnish the Board from time to time with such
information as the Adviser may believe appropriate for this purpose, whether
concerning the individual companies whose securities are included in a Fund's
holdings, the industries in which they engage, or the economic, social or
political conditions prevailing in each country in which the Fund maintains
investments. The Adviser will also furnish the Board with such statistical and
analytical information with respect to securities in the Funds as the Adviser
may believe appropriate or as the Board reasonably may request. In making
purchases and sales of securities for a Fund, the Adviser will bear in mind the
policies set from time to time by the Board as well as the limitations imposed
by the Trust's Declaration of Trust and Registration Statement under the Act,
the limitations in the Act and in the Internal Revenue Code of 1986, as amended,
in respect of regulated investment companies and the investment objectives,
policies and restrictions of the Funds.
(c) The Adviser will from time to time employ or associate with such
persons as the Adviser believes to be particularly fitted to assist in the
execution of the Adviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Adviser. No obligation may be incurred on the
Trust's behalf in any such respect.
(d) The Adviser shall maintain records for each Fund relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Adviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and
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regulations of any national, state, or local government entity with jurisdiction
over the Trust, including the Commission and the Internal Revenue Service. The
books and records pertaining to the Trust which are in possession of the Adviser
shall be the property of the Trust. The Trust, or the Trust's authorized
representatives, shall have access to such books and records at all times during
the Adviser's normal business hours. Upon the reasonable request of the Trust,
copies of any such books and records shall be provided promptly by the Adviser
to the Trust or the Trust's authorized representatives.
SECTION 4. EXPENSES
The Trust hereby confirms that the Trust shall be responsible and shall
assume the obligation for payment of all the Trust's expenses, including:
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian and
transfer agent; telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trust's formation and maintaining its existence; costs of
preparing the Trust's registration statement, account application forms and
interestholder reports and delivering them to existing and prospective
interestholders; costs of maintaining books of original entry for portfolio and
fund accounting and other required books and accounts and of calculating the net
asset value of interests in the Trust; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees and costs
of other personnel performing services for the Trust who are not officers of the
Adviser or of Xxxxxxxx Fund Advisors Inc. or affiliated persons of either; costs
of Trust meetings; registration fees and related expenses for registration with
the Commission and the securities regulatory authorities of other jurisdictions
in which the Trust's interests are sold; state securities law registration fees
and related expenses; and fees and out-of-pocket expenses payable to Xxxxxxxx
Fund Advisors Inc. under any placement agent, management or similar agreement.
SECTION 5. STANDARD OF CARE
(a) The Trust shall expect of the Adviser, and the Adviser will give the
Trust the benefit of, the Adviser's best judgment and efforts in rendering its
services to the Trust, and as an inducement to the Adviser's undertaking these
services the Adviser shall not be liable hereunder for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, the Adviser against
any liability to the Trust or the Trust's interestholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties hereunder, or by reason of
the Adviser's reckless disregard of its obligations and duties hereunder. As
used in this Section 5, the term "Adviser" shall include any affiliated person
of the Adviser performing services for the Funds contemplated hereby and
directors, officers and employees of the Adviser as well as the Adviser itself.
(b) The Adviser shall not be liable for any losses caused by disturbances
of its operations by virtue of force majeure, war, riot, or damage caused by
nature or due to other events for which the Adviser is not responsible (e.g.,
strike, lock-out or losses caused by the
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imposition of foreign exchange controls, expropriation of assets or other acts
of domestic or foreign authorities) except under the circumstances provided for
in Section 5(a).
The presence of exculpatory language in this Agreement shall not in any way
limit or be deemed by anyone as in any way limiting causes of action and
remedies which may, notwithstanding such language, be available to the Trust,
the Trustees of the Trust, the Funds or any other party appointed pursuant to
this Agreement (including without limitation any custodian), either under common
law or statutory law principles applicable to fiduciary relationships or under
the federal securities laws of the United States.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Trust shall pay the Adviser, with
respect to each of the Funds, a fee at an annual rate as listed in Appendix A
hereto. Such fees shall be accrued by the Trust based on the average daily net
assets of such Fund and shall be payable monthly in arrears on the first day of
each calendar month for services performed hereunder during the prior calendar
month. No fee shall be payable hereunder with respect to a Fund during any
period in which the Fund invests all (or substantially all) of its investment
assets in a registered, open-end management investment company, or separate
series thereof, in accordance with Section 12(d)(1)(E) under the Act.
SECTION 7. EFFECTIVENESS, DURATION, AND TERMINATION
(a) This Agreement shall become effective with respect to a Fund
immediately upon approval by a majority of the outstanding voting interests of
that Fund.
(b) This Agreement shall remain in effect with respect to a Fund for a
period of two years from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to the Fund; provided that such continuance is
specifically approved at least annually (i) by the Board or by the vote of a
majority of the outstanding voting Shares of the Fund, and, in either case, by a
majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved as to a Fund, the Adviser may continue to render to
that Fund the services described herein in the manner and to the extent
permitted by the Act and the rules and regulations thereunder.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty, (i) by the Board or by a vote of a majority
of the outstanding voting Shares of a Fund on 60 days' written notice to the
Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This
agreement shall terminate automatically upon assignment.
SECTION 8. ACTIVITIES OF THE ADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Adviser's right, or the
right of any of the Adviser's officers,
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directors or employees who may be a trustee, officer or employee of the Trust,
or persons otherwise affiliated persons of the Trust to engage in any other
business or to devote time and attention to the management or other aspects of
any other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, trust, firm, individual or
association. It is specifically understood that officers, directors and
employees of the Adviser and its affiliates may continue to engage in providing
portfolio management services and advice to other investment companies, whether
or not registered, and to other investment advisory clients. When other clients
of the Adviser desire to purchase or sell a security at the same time such
security is purchased or sold for the Funds, such purchases and sales will, to
the extent feasible, be allocated among the Funds and such clients in a manner
believed by the Adviser to be equitable to the Funds and such clients.
SECTION 9. NOTICE
Any notice or other communication required to be given pursuant to this
Agreement shall be in writing or by telex and shall be effective upon receipt.
Notices and communications shall be given, if to the Trust, at:
Xxxxxxxx Global Series Trust
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxxx X. Xxxxxxxx, Esq.
and if to the Adviser, at:
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxxxx X. Xxxxx
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting Shares of the Funds thereby affected. No amendment to this
Agreement or the termination of this Agreement with respect to a Fund shall
affect this Agreement as it pertains to any other Fund.
(b) If any part, term or provision of this Agreement is held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
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(c) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(e) This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
(f) The Adviser confirms that each Fund is a "Non-private Customer" as
defined in the rules of IMRO.
(g) The terms "vote of a majority of the outstanding voting Shares,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed in the Act to the terms "vote of a majority of the outstanding
voting securities," "interested person," "affiliated person" and "assignment,"
respectively.
SECTION 11. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees, officers or shareholders of the Trust but
are binding only upon the assets and property of the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory
Agreement to be duly executed all as of ______________ __, 2003.
SCHRODER GLOBAL SERIES TRUST
on behalf of the Funds listed in Appendix A hereto
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By:
Title:
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
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By:
Title:
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SCHRODER GLOBAL SERIES TRUST
INVESTMENT ADVISORY AGREEMENT
Appendix A
Annual Fee as a % of
the Average Daily
Funds of the Trust Net Assets of the Fund
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Schroder North American Equity Fund 0.25%
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