Exhibit 99(d)(1)
JPMORGAN TRUST I
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this 11th day of August, 2005, between JPMorgan Trust I, a
statutory trust organized under the laws of the State of Delaware (the "Trust")
and X.X. Xxxxxx Investment Management Inc., a Delaware corporation (the
"Advisor"). This Agreement shall be effective as of August 11, 2005.
WHEREAS, the Trust is an open-end diversified management investment company
registered with the Securities and Exchange Commission 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 series of the Trust 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;
WHEREAS, effective on August 11, 2005, the Boards of Trustees of the Trust
approved the Agreement which replaces the Amended and Restated Investment
Advisory Agreement between X.X. Xxxxxx Mutual Fund Series, the predecessor to
the Trust, and the Advisor dated February 18, 2005 (the "Prior Agreement")
because language allowing the Advisor to hire and fire subadvisors for the
Portfolios had been left out of the Prior Agreement as the result of
administrative oversight; and
NOW, THEREFORE, this Agreement
WITNESSETH:
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;
(f) it is understood and agreed that the Advisor may from time to
time employ or associate with such other entities or persons as the Advisor
believes appropriate to assist in the performance of this Agreement with
respect to a particular Portfolio or Portfolios (each a "Subadvisor"), and
that any such Subadvisor shall have all of the rights and powers of the
Advisor set forth in this Agreement as with respect to such Portfolio;
PROVIDED, that a Portfolio shall not pay any additional compensation for
the services provided by any Subadvisor and the Advisor shall be as fully
responsible to the Trust for the acts and omissions of the Subadvisor as it
is for its own acts and omissions; and PROVIDED FURTHER, that the retention
of any Subadvisor shall be approved in advance by (i) the Board of Trustees
of the Trust and (ii) the shareholders of the relevant Portfolio if
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required under any applicable provisions of the 1940 Act. The Advisor will
review, monitor and report to the Trust's Board of Trustees regarding the
performance and investment procedures of any Subadvisor. In the event that
the services of any Subadviser are terminated, the Advisor may provide
investment advisory services pursuant to this Agreement to the Portfolio
without a Subadvisor and without further shareholder approval to the extent
consistent with the 1940 Act. A Subadvisor may be an affiliate of the
Advisor; and
(g) 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. 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").
In addition, the Trust will furnish promptly the following documents to the
Advisor upon the effectiveness of each:
(a) any Certificate of Trust for JPMorgan Trust I filed with the
Secretary of State of the State of Delaware, and all amendments thereto or
restatements thereof;
(b) any Declaration of Trust for JPMorgan Trust I and all amendments
thereto or restatements thereof (referred to herein as the "New Declaration
of Trust"); and
(c) any by-laws for JPMorgan Trust I and all amendments thereto.
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 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 3la-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).
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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 will become effective as to a particular Portfolio as
of the date first written above and, unless sooner terminated as provided
herein, shall continue in effect until October 31, 2006. Thereafter, if not
terminated, this Agreement shall continue in effect as to a particular Portfolio
for successive periods of twelve months each ending on October 31 of each year,
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. The termination of this Agreement with respect to one Portfolio shall not
result in the termination of this Agreement with respect to any other Portfolio.
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: X.X. Xxxxxx Investment
Management, Inc., 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 JPMorgan Trust I, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: President, with a copy to the General Counsel at the same address, or
at such other address or to such other individual as shall be specified by the
Trust to the Advisor.
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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 11th day of August, 2005.
JPMORGAN TRUST I
By: /s/ Xxxxxx X. Xxxxx
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Title. Senior Vice President
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X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxx X. X. Xxxxx
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Title. Managing Director
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