EXHIBIT 5(F)
EXHIBIT 5(F)
CORE TRUST (DELAWARE)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 20th day of February, 1996, between Core
Trust (Delaware) (the Trust), a business trust organized under
the laws of the State of Delaware with its principal place of
business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000, Forum
Advisors, Inc. (Forum Advisors), a corporation organized under
the laws of the State of Delaware with its principal place of
business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000, and
Linden Asset Management, Inc. (Linden), a corporation organized
under the laws of the State of California with its principal
place of business at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx,
Xxxxxxxxxx 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 interests (as
defined in the Trusts Trust Instrument) in separate series;
WHEREAS, pursuant to an investment advisory agreement between
the Trust and the Forum Advisors, Forum Advisors provides
investment advisory services to Treasury Portfolio, a separate
investment portfolios of the Trust (the Portfolio);
WHEREAS, Linden provides investment advice and is registered
with the Securities and Exchange Commission (the SEC) as an
investment adviser under the Investment Advisers Act of 1940, as
amended (the Advisers Act); and
WHEREAS, Forum Advisors and the Trust desire that Linden
perform investment advisory services for the Portfolio, and
Linden is willing to provide those services on the terms and
conditions set forth in this Agreement;
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 Trust Instrument
and Registration Statement filed with the Securities and Exchange
Commission (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 Trusts Board of Trustees
(the Board). The Trust is currently authorized to issue eight
series of interests and the Board is authorized to issue
interests in any number of additional series. The Trust has
delivered to Forum Advisors and Linden copies of the Trusts Trust
Instrument and Registration Statement and will from time to time
furnish Forum Advisors and Linden with any amendments thereof.
SECTION 2. DUTIES OF LINDEN; APPOINTMENT
(a) Subject to the direction and supervision of the Board,
Forum Advisors manages the investment and reinvestment of the
assets of the Portfolios, and provides for certain management and
services as specified in an Investment Advisory Agreement between
the Trust and the Adviser.
(b) The Trust hereby appoints Linden, and Linden hereby
agrees, to act as investment subadviser to each Portfolio for the
period and on the terms set forth in this Agreement. Subject to
the direction and supervision of the Board, Linden shall manage
the investment and reinvestment of the assets of the Portfolios,
and, without limiting the generality of the foregoing, shall
provide the management and other services as specified below, all
in such manner and to such extent as may be directed from time to
time by the Forum Advisors.
SECTION 3. DUTIES OF FORUM ADVISORS
(a) Linden shall make decisions with respect to all
purchases and sales of securities and other investment assets in
each Portfolio. To carry out such decisions, Linden 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 Portfolios. In all purchases, sales and other
transactions in securities for the Portfolios, Linden 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) Linden will report to the Board at each meeting thereof
all changes in each Portfolio since the prior report, and will
also keep the Board informed of important developments affecting
the Trust, the Portfolios and Linden, and on its own initiative,
will furnish the Board from time to time with such information as
Linden may believe appropriate for this purpose, whether
concerning the individual companies whose securities are included
in the Portfolios holdings, the industries in which they engage,
or the economic, social or political conditions prevailing in
each country in which the Portfolios maintain investments.
Linden will also furnish the Board with such statistical and
analytical information with respect to securities in the
Portfolios as Linden may believe appropriate or as the Board
reasonably may request.
(c) In making purchases and sales of securities for the
Portfolios, Linden will follow and comply with the policies set
from time to time by the Board as well as the limitations imposed
by the Trusts Trust Instrument 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 Portfolios.
(d) Linden will from time to time employ or associate with
such persons as Linden believes to be particularly qualified to
assist in the execution of Lindens duties hereunder, the cost of
performance of such duties to be borne and paid by Linden. No
obligation may be incurred on the Trusts behalf in any such
respect.
(e) Linden shall either monitor the performance of brokers,
dealers and other persons who introduce or execute purchases,
sales and other transactions of securities and other investment
assets of the Portfolios or select an introducing broker who
shall, as part of its transaction charges, monitor such
performance. Such persons may be affiliated with the Adviser,
Linden or other affiliates of the Trust to the extent permitted
by the Act.
(f) Linden shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders
as are required to be maintained by the Trust under the Act.
Linden 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 Linden pursuant to this
Agreement required to be prepared and maintained by the Trust
pursuant to the rules and 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 Linden shall be the property of the Trust. The Trust, or the
Trusts authorized representatives, shall have access to such
books and records at all times during Lindens normal business
hours. Upon the reasonable request of the Trust, copies of any
such books and records shall be provided promptly by Linden to
the Trust or the Trusts 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 Trusts
expenses, including: interest charges, taxes, brokerage fees and
commissions; certain insurance premiums; fees, interest charges
and expenses of the Trusts custodian and transfer agent;
telecommunications expenses; auditing, legal and compliance
expenses; costs of the Trusts formation and maintaining its
existence; costs of preparing the Trusts 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
Trusts trustees, officers and employees and costs of other
personnel performing services for the Trust; costs of Trust
meetings; registration fees and related expenses for registration
with the Commission and the securities regulatory authorities of
other countries in which the Trusts interests are sold; state
securities law registration fees and related expenses; and fees
and out-of-pocket expenses payable to Forum Financial Services,
Inc. under any placement agent, management or similar agreement.
SECTION 5. STANDARD OF CARE
(a) Linden shall give the Trust the benefit of its best
judgment and efforts in rendering its services to the Trust and
shall not be liable for error of judgment or mistake of law, for
any loss arising out of any investment, or in any event
whatsoever, provided that nothing herein shall be deemed to
protect, or purport to protect, Linden against any liability to
the Trust or to the security holders of the Trust to which it
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties
hereunder, or by reason of reckless disregard of its obligations
and duties hereunder. No provision of this Agreement shall be
construed to protect any Trustee or officer of the Trust, or
Linden, from liability in violation of Sections 17(h), 17(i), or
36(b) of the Act.
(b) Linden shall not be held responsible for any loss
incurred by reason of any act or omission of any dealer, broker
or custodian; provided that such loss is not the result of
Lindens will full misfeasance, bad faith or gross negligence in
the performance of its duties hereunder, or the result of Lindens
reckless disregard of its obligations and duties hereunder.
(c) This Section shall survive the termination of this
Agreement and shall be binding upon the Trusts, Forum Advisors,
and Lindens successors and personal representatives.
SECTION 6. COMPENSATION
(b) To the extent (and for each Portfolio business day as
defined in the Trusts Registration Statement) that Forum Advisors
has delegated its duties to Linden as contemplated by Section 2
hereof, Linden shall receive from Forum Advisors a fee at an
annual rate to be separately agreed with respect to the
Portfolio. Such fees shall be payable monthly in arrears on the
first day of each calendar month for services performed under
this Agreement during the prior calendar month. Upon the
termination of this Agreement, Forum Advisors shall pay to Linden
such compensation as shall be payable prior to the effective date
of such termination. In no event, however, shall Forum Advisors
be required to pay Linden unless Forum Advisors shall have
received payment from the Trust.
SECTION 7. EFFECTIVENESS, DURATION, AND TERMINATION
(a) This Agreement shall become effective with respect to a
Portfolio immediately upon approval by a majority of the
outstanding voting interests of that Portfolio.
(b) This Agreement shall remain in effect with respect to a
Portfolio 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 Portfolio; 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
interests of the Portfolio, and, in either case, (ii) by a
majority of the Trusts 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 Portfolio, Linden may continue to render to that
Portfolio 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
Portfolio at any time, without the payment of any penalty, (i) by
the Board or by a vote of a majority of the outstanding voting
interests of a Portfolio on 60 days written notice to Linden or
(ii) by Linden on 60 days written notice to the Trust. This
agreement shall terminate upon assignment.
SECTION 8. ACTIVITIES OF LINDEN
(a) Except to the extent necessary to perform its
obligations hereunder, nothing herein shall be deemed to limit or
restrict Lindens right, or the right of any of Lindens officers,
directors or employees who may also 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.
(b) Linden represents that it is currently registered, and
will during the entire period this Agreement is in effect be
registered, as an investment adviser under the Advisers Act.
SECTION 9. LIMITATION OF INTERESTHOLDER AND TRUSTEE
LIABILITY
The Trustees of the Trust and the interestholders of the
Portfolios shall not be liable for any obligations of the Trust
or of the Portfolios under this Agreement, and Linden agrees
that, in asserting any rights or claims under this Agreement, it
shall look only to the assets and property of the Trust or the
Portfolios to which Lindens rights or claims relate in settlement
of such rights or claims, and not to the Trustees of the Trust or
the interestholders of the Portfolios.
SECTION 10. 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:
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Attention: Secretary
if to Linden at:
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: President
and if to Forum Advisors, at:
Two Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Attention: Secretary
SECTION 11. 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
interests of the Portfolios thereby affected. No amendment to
this Agreement or the termination of this Agreement with respect
to a Portfolio shall effect this Agreement as it pertains to any
other Portfolio.
(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.
(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
State of Delaware.
(f) The terms vote of a majority of the outstanding voting
interests, interested person, affiliated person and assignment
shall have the meanings ascribed thereto in the Act to the terms
vote of a majority of the outstanding voting securities,
interested person, affiliated person and assignment,
respectively.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed all as of the day and year first
above written.
CORE TRUST (DELAWARE)
__________________________
Xxxx X. Xxxxxx
President
LINDEN ASSET MANAGEMENT, INC.
________________________
Xxxxxxx X. Xxxxxxx, Xx.
President
FORUM ADVISORS, INC.
________________________
Xxxxx X. Xxxxxx
Vice President
47180160.CQ6
