Exhibit No. EX-99.d.1.
Form of
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made by and between Cheswold Lane Funds, a Delaware
statutory trust (the "Trust"), on behalf of the Cheswold Lane International High
Dividend Fund (the "Fund"), and Cheswold Lane Asset Management, LLC, a
Pennsylvania limited liability company (the "Advisor").
W I T N E S S E T H:
WHEREAS, the Trust has been organized and operates as an investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
and engages in the business of investing and reinvesting its assets in
securities and other investments; and
WHEREAS, the Advisor is a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in
the business of providing investment management services; and
WHEREAS, the Trust has selected the Advisor to serve as the investment
adviser for the Fund effective as of the date of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the sufficiency of which is hereby acknowledged, and each of the parties hereto
intending to be legally bound, it is agreed as follows:
1. The Trust, on behalf of the Fund, hereby employs the Advisor to manage
the investment and reinvestment of the Fund's assets, subject to the direction
of the Board of Trustees (the "Board") and the officers of the Trust, for the
period and on the terms hereinafter set forth. The Advisor hereby accepts such
employment and agrees during such period to render the services and assume the
obligations herein set forth for the compensation herein provided. The Advisor
shall, for all purposes herein, be deemed to be an independent contractor, and
shall, unless otherwise expressly provided and authorized, have no authority to
act for or to represent the Trust or the Fund in any way, or in any way be
deemed an agent of the Trust or the Fund. The Advisor shall regularly make
decisions as to what securities to purchase and sell on behalf of the Fund and
shall record and implement such decisions and shall furnish the Board with such
information and reports regarding the Fund's investments as the Advisor deems
appropriate or as the Board may reasonably request. Subject to compliance with
the requirements of the 1940 Act, the Advisor may retain as a sub-adviser to the
Fund, at the Advisor's own expense, any investment adviser registered under the
Advisers Act.
2. The Fund shall conduct its own business and affairs and shall bear the
expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its registration statement under
applicable federal securities laws; preparation, filing and printing of its
prospectus, statement of additional information and sales literature; the
maintenance of its compliance program; the compensation of its compliance
officer(s); the maintenance of its own books, records and procedures; dealing
with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; and taxes. Members and employees of
the Advisor may be trustees, officers or employees of the Trust. In the conduct
of the respective businesses of the parties hereto and in the performance of
this Agreement, the Trust may obtain office space and facilities from the
Advisor and will reimburse the Advisor for its rent or other expenses thereby
incurred.
3. (a) The Advisor shall place and execute Fund orders for the purchase
and sale of portfolio securities with broker-dealers. Subject to the obtaining
the best price and execution reasonably available, the Advisor is authorized to
place orders for the purchase and sale of portfolio securities for the Fund with
such broker-dealers as it may select from time to time. Subject to subparagraph
(b) below, the Advisor is also authorized to place transactions with brokers who
provide research or statistical information or analyses to the Fund, to the
Advisor, or to any other client for which the Advisor provides investment
advisory services. The Advisor also agrees that it will cooperate with the Trust
to allocate brokerage transactions to brokers or dealers who provide benefits
directly to the Fund; provided, however, that such allocation comports with
applicable law including, without limitation, Rule 12b-1(h) under the 0000 Xxx.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board and
officers of the Trust, the Advisor is authorized to cause the Fund to pay a
member of an exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker or dealer would have charged for effecting that transaction,
in such instances where the Advisor has determined in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research services provided by such member, broker or dealer, viewed in terms
of either that particular transaction or the Advisor's overall responsibilities
with respect to the Fund and to other funds or clients for which the Advisor
exercises investment discretion.
(c) The Advisor is authorized to direct portfolio transactions to a
broker that is an affiliated person of the Advisor or the Fund in accordance
with such standards and procedures as may be approved by the Board in accordance
with Rule 17e-1 under the 1940 Act, or other rules promulgated by the U.S.
Securities and Exchange Commission ("SEC"). Any transaction placed with an
affiliated broker must (i) be placed at best execution, and (ii) may not be a
principal transaction.
(d) The Advisor is authorized to aggregate or "bunch" purchase or sale
orders for the Fund with orders for various other clients when it believes that
such action is in the best interests of the Fund and all other such clients. In
such an event, allocation of the securities purchased or sold will be made by
the Advisor in accordance with the Advisor's written policy.
4. (a) As compensation for the services to be rendered to the Fund by the
Advisor under the provisions of this Agreement, the Trust on behalf of the Fund
shall pay to the Advisor from the Fund's assets an annual fee equal to 0.90% of
the daily average net assets of the Fund, payable on a monthly basis.
(b) If this Agreement is terminated prior to the end of any calendar
month, the management fee shall be prorated for the portion of any month in
which this Agreement is in effect according to the proportion which the number
of calendar days, during which the Agreement is in effect, bears to the number
of calendar days in the month, and shall be payable within 10 days after the
date of termination.
(c) The Advisor shall look exclusively to the assets of the Fund for
payment of the advisory fee.
5. The services to be rendered by the Advisor to the Trust on behalf of
the Fund under the provisions of this Agreement are not to be deemed to be
exclusive, and the Advisor shall be free to render similar or different services
to others so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
6. The Advisor, its members, employees and agents may engage in other
businesses, may render investment advisory services to other investment
companies, or to any other corporation, association, firm, entity or individual,
and may render underwriting services to the Trust on behalf of the Fund or to
any other investment company, corporation, association, firm, entity or
individual. In accordance with the Advisers Act, if there is a change in the
membership of the Advisor, which is a limited liability company, the Advisor
shall, within a reasonable time after such change, notify the Trust and the
Board of the change.
7. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of its duties to the Fund, the Advisor
shall not be liable to the Trust, the Fund or to any Trustee or shareholder of
the Trust or the Fund for any loss or damage arising from any action or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any investment
or security, or otherwise.
8. (a) This Agreement shall be executed and become effective as of the
date written below if approved by (i) the Board, including a majority of the
Trustees who are not parties to this Agreement or interested persons of such
party (the "Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval; and (ii) the vote of a majority of the
outstanding voting securities of the Fund. It shall continue in effect for a
period of two years and may be renewed thereafter only so long as such renewal
and continuance is specifically approved as required by the 1940 Act (currently,
at least annually by the Board or by vote of a majority of the outstanding
voting securities of the Fund and only if the terms and the renewal hereof have
been approved by the vote of a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on such approval).
(b) No amendment to this Agreement shall be effective unless the terms
thereof have been approved as required by the 1940 Act (currently, by the vote
of a majority of the outstanding voting securities of the Fund unless such
shareholder approval would not be required under applicable interpretations by
the staff of the SEC, and by the vote of a majority of Independent Trustees,
cast in person at a meeting called for the purpose of voting on such approval).
(c) In connection with such renewal or amendment, it shall be the duty
of the Board to request and evaluate, and the duty of the Advisor to furnish,
such information as may be reasonably necessary to evaluate the terms of this
Agreement and any amendment thereto.
(d) Notwithstanding the foregoing, this Agreement may be terminated by
the Trust at any time, without the payment of a penalty, on sixty days' written
notice to the Advisor of the Trust's intention to do so, pursuant to action by
the Board or pursuant to a vote of a majority of the outstanding voting
securities of the Fund. The Advisor may terminate this Agreement at any time,
without the payment of penalty on sixty days' written notice to the Trust of its
intention to do so. Upon termination of this Agreement, the obligations of all
the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination, and except for the obligation of the Trust
to pay to the Advisor the fee provided in Paragraph 4 hereof. This Agreement
shall automatically terminate in the event of its assignment unless the parties
hereto, by agreement, obtain an exemption from the SEC from the provisions of
the 1940 Act pertaining to the subject matter of this paragraph.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment" shall
have the meaning defined in the 1940 Act and the rules and interpretations
thereunder.
11. (a) The Trust expressly agrees and acknowledges that the name
"Cheswold Lane" is the sole property of the Advisor, and, with respect to such
name, that similar names may from time to time be used by other funds in the
investment business that are affiliated with the Advisor. The Advisor has
consented to the use by the Trust of the identifying words "Cheswold Lane" and
has granted to the Trust a nonexclusive license to use the name "Cheswold Lane"
as part of the name of the Trust and the name of any series of shares, including
the Fund. The Trust further expressly agrees and acknowledges that the
non-exclusive license granted herein may be terminated by the Advisor if the
Trust ceases to use the Advisor, an affiliate of the Advisor or their successors
as investment adviser. In such event, the non-exclusive license granted herein
may be revoked by the Advisor and the Trust shall cease using the name "Cheswold
Lane" as part of its name or the name of any series of shares, including the
Fund, unless otherwise consented to by the Advisor or any successor to its
interests in such name.
(b) The Trust further understands and agrees that so long as the
Advisor and/or its affiliates shall continue to serve as the Trust's investment
adviser, other mutual funds or other investment products that may be sponsored
or advised by the Advisor and/or its affiliates shall have the right permanently
to adopt and to use the words "Cheswold Xxxx" in their name and in the name of
any series or class of shares of such funds or other investment products.
IN WITNESS WHEREOF, the parties hereto have this Agreement to be executed
by their duly authorized officers this [__] day of [____________], 2006.
CHESWOLD LANE FUNDS
On behalf of the Cheswold Lane International High
Dividend Fund
Attest:____________________ By:______________________________
Name:
Title:
CHESWOLD LANE ASSET MANAGEMENT, LLC
Attest:____________________ By:______________________________
Name:
Title
