ADVISORY AGREEMENT
AGREEMENT made this 1st day of October, 1997, between North American Funds,
a Massachusetts business trust (the "Trust"), and CypressTree Asset Management
Corporation, Inc., a Delaware corporation ("Cypress" or the "Adviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. APPOINTMENT OF ADVISER
The Trust hereby appoints Cypress, subject to the supervision of the
Trustees of the Trust and the terms of this Agreement, as the investment adviser
for each of the portfolios of the Trust specified in Appendix A to this
Agreement as it shall be amended by the Adviser and the Trust from time to time
(the "Portfolios"). The Adviser accepts such appointment and agrees to render
the services and to assume the obligations set forth in this Agreement
commencing on its effective date. The Adviser will be an independent contractor
and will have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent unless expressly authorized in this Agreement or
another writing by the Trust and Adviser.
2. DUTIES OF THE ADVISER
a. Subject to the general supervision of the Trustees of the Trust and the
terms of this Agreement, the Adviser will at its own expense select,
contract with, and compensate investment subadvisers ("Subadvisers") to
manage the investments and determine the composition of the assets of the
Portfolios; provided, that any contract with a Subadviser (the "Subadvisory
Agreement") shall be in compliance with and approved as required by the
Investment Company Act of 1940, as amended ("Investment Company Act").
Subject always to the direction and control of the Trustees of the Trust,
the Adviser will monitor compliance of each Subadviser with the investment
objectives and related investment policies, as set forth in the Trust's
registration statement as filed with the Securities and Exchange
Commission, of any Portfolio or Portfolios under the management of such
Subadviser, and review and report to the Trustees of the Trust on the
performance of such Subadviser.
b. The Adviser will oversee the administration of all aspects of the Trust's
business and affairs and in that connection will furnish to the Trust the
following services:
(1) Office and Other Facilities. The Adviser shall furnish to the
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Trust office space in the offices of the Adviser or in such other
place as may be agreed upon by the parties hereto
from time to time and such other office facilities, utilities and
office equipment as are necessary for the Trust's operations.
(2) Trustees and Officers. The Adviser agrees to permit individuals who
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are directors, officers or employees of the Adviser to serve (if duly
elected or appointed) as Trustees or President, Vice President,
Treasurer or Secretary of the Trust, without remuneration from or
other cost to the Trust.
(3) Other Personnel. The Adviser shall furnish to the Trust, at the
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Trust's expense, any other personnel necessary for the operations of
the Trust.
(4) Financial, Accounting, and Administrative Services. The Adviser shall
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maintain the existence and records of the Trust; maintain the
registrations and qualifications of Trust shares under federal and
state law; and perform all administrative, financial, accounting,
bookkeeping and recordkeeping functions of the Trust except for any
such functions that may be performed by a third party pursuant to a
custodian, transfer agency or service agreement executed by the Trust.
The Trust shall reimburse the Adviser for its expenses associated with
all such services, including the compensation and related personnel
expenses and expenses of office space, office equipment, utilities and
miscellaneous office expenses, except any such expenses directly
attributable to officers or employees of the Adviser who are serving
as President, Vice President, Treasurer or Secretary of the Trust. The
Adviser shall determine the expenses to be reimbursed by the Trust
pursuant to expense allocation procedures established by the Adviser
in accordance with generally accepted accounting principles.
(5) Liaisons with Agents. The Adviser, at its own expense, shall maintain
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liaison with the various agents and other persons employed by the
Trust (including the Trust's transfer agent, custodian, independent
accountants and legal counsel) and assist in the coordination of their
activities on behalf of the Trust. Fees and expenses of such agents
and other persons will be paid by the Trust.
(6) Reports to Trust. The Adviser shall furnish to or place at the
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disposal of the Trust such information, reports, valuations, analyses
and opinions as the Trust may, at any time or from time to time,
reasonably request or as the Adviser may deem helpful to the Trust,
provided that the expenses associated with any such materials
furnished by the Adviser at the request of the Trust shall be borne by
the Trust.
(7) Reports and Other Communications to Trust Shareholders. The
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Adviser shall assist the Trust in developing (but not pay for) all
general shareholder communications including regular shareholder
reports.
3. EXPENSES ASSUMED BY THE TRUST
In addition to paying the advisory fee provided for in Section 5., the
Trust will pay all expenses of its organization, operations and business not
specifically assumed or agreed to be paid by the Adviser as provided in this
Agreement, by a Subadviser as provided in a Subadvisory Agreement, or by the
Distributor as provided in the Distribution
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Agreement. Without limiting the generality of the foregoing, the Trust, in
addition to certain expenses described in Section 2. above, shall pay or arrange
for the payment of the following:
a. Custody and Accounting Services. All expenses of the transfer, receipt,
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safekeeping, servicing and accounting for the Trust's cash, securities, and
other property, including all charges of depositories, custodians and other
agents, if any;
b. Shareholder Servicing. All expenses of maintaining and servicing
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shareholder accounts, including all charges of the Trust's transfer,
shareholder recordkeeping, dividend disbursing, redemption, and other
agents, if any;
c. Shareholder Communications. All expenses of preparing, setting in type,
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printing, and distributing reports and other communications to
shareholders;
d. Shareholder Meetings. All expenses incidental to holding meetings of Trust
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shareholders, including the printing of notices and proxy material, and
proxy solicitation therefor;
e. Prospectuses. All expenses of preparing, setting in type, and printing of
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annual or more frequent revisions of the Trust's prospectus and statement
of additional information and any supplements thereto and of mailing them
to shareholders;
f. Pricing. All expenses of computing the net asset value per share for each
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of the Portfolios, including the cost of any equipment or services used for
obtaining price quotations and valuing its investment portfolio;
g. Communication Equipment. All charges for equipment or services used for
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communication between the Adviser or the Trust and the custodian, transfer
agent or any other agent selected by the Trust;
h. Legal and Accounting Fees and Expenses. All charges for services and
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expenses of the Trust's legal counsel and independent auditors;
i. Trustees and Officers. Except as expressly provided otherwise in paragraph
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2.b.(2), all compensation of Trustees and officers, all expenses incurred
in connection with the service of Trustees and officers, and all expenses
of meetings of the Trustees and Committees of Trustees;
j. Federal Registration Fees. All fees and expenses of registering and
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maintaining the registration of the Trust under the Investment Company Act
and the registration of the Trust's shares under the
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Securities Act of 1933, as amended (the "1933 Act"), including all fees and
expenses incurred in connection with the preparation, setting in type,
printing and filing of any registration statement and prospectus under the
1933 Act or the Investment Company Act, and any amendments or supplements
that may be made from time to time;
k. State Registration Fees. All fees and expenses of qualifying and
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maintaining qualification of the Trust and of the Trust's shares for sale
under securities laws of various states or jurisdictions, and of
registration and qualification of the Trust under all other laws applicable
to the Trust or its business activities (including registering the Trust as
a broker-dealer, or any officer of the Trust or any person as agent or
salesman of the Trust in any state);
l. Issue and Redemption of Trust Shares. All expenses incurred in connection
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with the issue, redemption, and transfer of Trust shares, including the
expense of confirming all share transactions, and of preparing and
transmitting certificates for shares of beneficial interest in the Trust;
m. Bonding and Insurance. All expenses of bond, liability and other insurance
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coverage required by law or regulation or deemed advisable by the Trust's
Trustees including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Trust in a
manner approved by its Trustees;
n. Brokerage Commissions. All brokers' commissions and other charges incident
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to the purchase, sale, or lending of the Trust's portfolio securities;
o. Taxes. All taxes or governmental fees payable by or with respect to the
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Trust to federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes, and all expenses incurred
in the preparation of tax returns;
p. Trade Association Fees. All fees, dues, and other expenses incurred in
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connection with the Trust's membership in any trade association or other
investment organization; and
q. Nonrecurring and Extraordinary Expenses. Such nonrecurring expenses as may
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arise, including the costs of actions, suits, or proceedings to which the
Trust is, or is threatened to be made, a party and the expenses the Trust
may incur as a result of its legal obligation to provide indemnification to
its Trustees, officers, agents and shareholders.
4. EXPENSE LIMITATION
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a. For purposes of this section the following definitions shall apply:
(1) "Computation Period" means the portion of the current fiscal year
ended on the date as of which a determination is being made whether
the Adviser's compensation should be reduced or it should reimburse
the Trust because of the Limitation Expenses of a Portfolio.
(2) "Regulatory Limit" means the limitation on investment company expenses
during a Computation Period imposed by any statute or regulatory
authority of any jurisdiction in which shares of a Portfolio are
qualified for offer and sale.
(3) "Fixed Limit" means the percent, specified in Appendix B to this
Agreement, on an annualized basis of the average net asset value of a
portfolio during a Computation Period.
(4) "Expense Limit" means either the Regulatory Limit or Fixed Limit or
both, as applicable.
(5) "Limitation Expenses," with respect to the Regulatory Limit, means all
the expenses of a Portfolio incurred during a Computation Period
excluding all expenses the exclusion of which may be permitted by the
Regulatory Limit and, with respect to the Fixed Limit, means all the
expenses of a Portfolio incurred during a Computation Period
excluding: (i) taxes, (ii) portfolio brokerage commissions, (iii)
interest, (iv) distribution expenses, and (v) litigation and
indemnification expenses and other extraordinary expenses not incurred
in the ordinary course of the Trust's business.
(6) "Excess Amount" means the amount, if any by which a Portfolio's
Limitation Expenses for a specified period exceed the amount of the
applicable Expense Limit for the same period. Where there is an Excess
Amount with respect to both the Regulatory Limit and the Fixed Limit,
Excess Amount means the greater of the two.
(7) "Maximum Advisory Compensation" means the total amount of the
compensation payable pursuant to section 5. of this Agreement to the
Adviser with respect to a Portfolio for a specified period without any
adjustment for an Excess Amount.
(8) "Current Advisory Compensation" means the amount of the compensation
payable pursuant to section 5. of this Agreement to the Adviser with
respect to a Portfolio for the last
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calendar month of a Computation Period without any adjustment for an
Excess Amount.
b. If in any fiscal year there is an Excess Amount with respect to a
Portfolio, the Maximum Advisory Compensation due the Adviser under this
Agreement with respect to that Portfolio shall be reduced by such Excess
Amount, and the Adviser shall reimburse the Trust for any portion of the
Excess Amount that exceeds the Maximum Advisory Compensation.
c. The amount of the reduction and reimbursement referred to in paragraph b.
shall be determined as follows:
(i) For each calendar day, each Portfolio shall adjust the amount of its
daily accrual for the Maximum Advisory Compensation to make the net
amount of the compensation actually paid and accrued for payment by
the Trust to the Adviser with respect to the Portfolio for the
Computation Period then ended equal to the amount determined by
subtracting the Excess Amount for the Computation Period from the
Maximum Advisory Compensation for the Computation Period, or if such
Excess Amount exceeds such Maximum Advisory Compensation, to make the
net amount of the reimbursement actually paid and accrued for payment
by the Adviser to the Trust equal to the amount of such excess.
(ii) Each month, the Trust shall reduce the amount of the Current Advisory
Compensation, or it shall accompany the payment of the Current
Advisory Compensation with an additional payment, or the Adviser
shall remit an amount to the Trust, which reduction, additional
payment or remittance shall be sufficient in amount, to make the net
amount of the compensation actually paid by the Trust to the Adviser
with respect to the Portfolio for the Computation Period ended as of
the last day of such month equal to the amount determined by
subtracting the Excess Amount for the Computation Period from the
Maximum Advisory Compensation for the Computation Period, or if such
Excess Amount exceeds such Maximum Advisory Compensation, to make the
net amount of the reimbursement actually paid by the Adviser to the
Trust equal to the amount of such excess.
(iii) If the Excess Amount for a fiscal year should exceed the amount of
the Maximum Advisory Compensation for the fiscal year, the excess shall be
treated as a contribution to the capital of the Trust by the Adviser to the
extent necessary to permit the Portfolio to maintain its status as a
regulated in vestment company under Subchapter M of the Internal Revenue
Code.
d. The provisions of section 4 of the Agreement shall continue in
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effect unless terminated by the Adviser on 30 days' written notice;
provided that if the Advisory Agreement or a Subadvisory Agreement with
respect to a portfolio is earlier terminated, the provisions of section 4
shall terminate on the effective date of such termination, but only with
respect to the Portfolio or Portfolios as to which the Advisory Agreement
or Subadvisory Agreement is terminated. Any termination shall be subject to
the settlement of obligations previously incurred pursuant to section 4 of
this Agreement, with the Computation Period ending on the effective date of
such termination being deemed to be a fiscal year for purposes of
paragraphs b and c (iii) of section 4. For purposes of this provision, a
termination shall not be deemed to have occurred with respect to a
Portfolio if the termination of a Subadvisory Agreement is conditioned upon
the effectiveness of another Subadvisory Agreement with respect to the same
Portfolio.
5. COMPENSATION OF ADVISER
Subject to the provisions of section 4. of this Agreement, the Trust will
pay the Adviser with respect to each Portfolio the compensation specified in
Appendix A of this Agreement.
6. NON-EXCLUSIVITY
The services of the Adviser to the Trust are not to be deemed to be
exclusive, and the Adviser shall be free to render investment advisory or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that the directors, officers, and
employees of the Adviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers, directors, trustees or employees of any other firm or
corporation, including other investment companies.
7. SUPPLEMENTAL ARRANGEMENTS
The Adviser may enter into arrangements with other persons affiliated with
the Adviser to better enable it to fulfill its obligations under this Agreement
for the provision of certain personnel and facilities to the Adviser.
8. CONFLICTS OF INTEREST
It is understood that Trustees, officers, agents and shareholders of the
Trust are or may be interested in the Adviser as directors, officers,
stockholders, or otherwise; that directors, officers, agents and stockholders of
the Adviser are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; that the Adviser may be interested in the Trust; and
that the existence of any such dual interest shall not affect the validity
hereof or of any transactions hereunder except as otherwise provided in the
Agreement and Declaration
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of Trust of the Trust and the Articles of Incorporation of the Adviser,
respectively, or by specific provision of applicable law.
9. REGULATION
The Adviser shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
10. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective on the later of its execution, the
effective date of the Trust's registration statement under the Securities Act of
1933 or the date of the meeting of the shareholders of the Trust, at which
meeting this Agreement is approved by the vote of a majority of the outstanding
voting securities (as defined in the Investment Company Act) of each of the
Portfolios. The Agreement will continue in effect for a period more than two
years from the date of its execution only so long as such continuance is
specifically approved at least annually either by the Trustees of the Trust or
by the vote of a majority of the outstanding voting securities of each of the
Portfolios, provided that in either event such continuance shall also be
approved by the vote of a majority of the Trustees of the Trust who are not
interested persons (as defined in the Investment Company Act) of any party to
this Agreement cast in person at a meeting called for the purpose of voting on
such approval. The required shareholder approval of the Agreement or of any
continuance of the Agreement shall be effective with respect to any Portfolio if
a majority of the outstanding voting securities of the series (as defined in
Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio
votes to approve the Agreement or its continuance, notwithstanding that the
Agreement or its continuance may not have been approved by a majority of the
outstanding voting securities of (a) any other Portfolio affected by the
Agreement or (b) all the Portfolios of the Trust.
If the shareholders of any Portfolio fail to approve the Agreement or any
continuance of the Agreement, the Adviser will continue to act as investment
adviser with respect to such Portfolio pending the required approval of the
Agreement or its continuance or of a new contract with the Adviser or a
different adviser or other definitive action; provided, that the compensation
received by the Adviser in respect of such Portfolio during such period will be
no more than its actual costs incurred in furnishing investment advisory and
management services to such Portfolio or the amount it would have received under
the Agreement in respect of such Portfolio, whichever is less.
This Agreement may be terminated at any time, without the payment
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of any penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or with respect to any Portfolio by
the vote of a majority of the outstanding voting securities of such Portfolio,
on sixty days' written notice to the Adviser, or by the Adviser on sixty days'
written notice to the Trust. This Agreement will automatically terminate,
without the payment of any penalty, in the event of its assignment (as defined
in the Investment Company Act).
11. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Trust in writing of the occurrence of
any of the following events:
a. the Adviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Adviser is required to be registered as an investment adviser in order to
perform its obligations under this Agreement;
b. the Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Trust; and
c. the chief executive officer or controlling stockholder of the Adviser or
the portfolio manager of any Portfolio changes.
12. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the outstanding voting
securities of each of the Portfolios affected by the amendment and by the vote
of a majority of the Trustees of the Trust who are not interested persons of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to any Portfolio if a majority of the outstanding voting securities
of the series of shares of that Portfolio vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of (a) any other Portfolio affected by the
amendment or (b) all the Portfolios of the Trust.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
14. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
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15. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or Adviser
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. Notice shall be deemed given on the date
delivered or mailed in accordance with this section.
16. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
17. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
18. LIMITATION OF LIABILITY
The Declaration of Trust establishing the Trust, dated September 29, 1988,
as amended and restated February 18, 1994, 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 "North
American Security Trust" [North American Funds] refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of the Trust shall be held
to any personal liability, nor shall resort be had to their private property,
for the satisfaction of any obligation or claim, in connection with the affairs
of the Trust or any Portfolio thereof, but only the assets belonging to the
Trust, or to the particular Portfolio with which the obligee or claimant dealt,
shall be liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
[SEAL] North American Funds
By:
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[SEAL] CypressTree Asset Management
Corporation, Inc.
By:
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APPENDIX A
1. Equity-Income Fund: .800% of the first $50,000,000, .700% between
$50,000,000 and $200,000,000, .600% between $200,000,000 and $500,000,000
and .600% on the excess over $500,000,000 of the current net assets of the
Portfolio.
2. Growth and Income Fund: .725% of the first $50,000,000, .675% between
$50,000,000 and $200,000,000, .625% between $200,000,000 and $500,000,000
and .55% on the excess over $500,000,000 of the current net assets of the
Portfolio.
3. Balanced Fund: .775% of the first $50,000,000, .725% between $50,000,000
and $200,000,000, .675% between $200,000,000 and $500,000,000 and .625% on
the excess over $500,000,000 of the current net assets of the Portfolio.
4. U.S. Government Securities Fund: .60% of the first $50 million, .60%
between $50,000,000 and $200,000,000, .525% between $200,000,000 and
$500,000,000 and .475% on the excess over $500,000,000 of the current net
assets of the Portfolio.
5. Investment Quality Bond Fund: .60% of the first $50 million, .60% between
$50,000,000 and $200,000,000, .525% between $200,000,000 and $500,000,000
and .475% on the excess over $500,000,000 of the current net assets of the
Portfolio.
6. Money Market Fund: .20% of the first $50 million, .20% between $50,000,000
and $200,000,000, .20% between $200,000,000 and $500,000,000 and .145% on
the excess over $500,000,000 of the current net assets of the Portfolio.
7. Global Equity Fund: .90% of the first $50 million, .90% between $50,000,000
and $200,000,000, .70% between $200,000,000 and $500,000,000 and .70% on
the excess over $500,000,000 of the current net assets of the Portfolio.
8. National Municipal Bond Fund: .60% of the first $50 million, .60% between
$50,000,000 and $200,000,000, .60% between $200,000,000 and $500,000,000
and .60% on the excess over $500,000,000 of the current net assets of the
Portfolio.
9. Strategic Income Fund: .75% of the first $50 million, .70% between
$50,000,000 and $200,000,000, .65% between $200,000,000 and $500,000,000
and .60% on the excess over $500,000,000 of the current net assets of the
Portfolio.
10. International Growth and Income Fund: .90% of the first $50 million, .85%
between $50,000,000 and $200,000,000, .80% between $200,000,000 and
$500,000,000 and .75% on the excess over
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$500,000,000 of the current net assets of the Portfolio.
11. Small/Mid Cap Fund: .925% of the first $50,000,000, .900% between
$50,000,000 and $200,000,000, .875% between $200,000,000 and $500,000,000
and .850% on the excess over $500,000,000 of the current value of the net
assets of the Portfolio.
12. International Small Cap Fund: 1.05% of the first $50,000,000, 1.0% between
$50,000,000 and $200,000,000, .900% between $200,000,000 and $500,000,000
and .800% on the excess over $500,000,000 of the average daily value of the
net assets of the Portfolio.
13. Growth Equity Fund: .900% of the first $50,000,000, .850% between
$50,000,000 and $200,000,000, .825% between $200,000,000 and $500,000,000
and .800% on the excess over $500,000,000 of the average daily value of the
net assets of the Portfolio.
The Percentage Fee for each Portfolio shall be accrued for each calendar
day and the sum of the daily fee accruals shall be payable monthly to the
Adviser. The daily fee accruals will be computed by multiplying the fraction of
one over the number of calendar days in the year by the applicable annual rate
described in the preceding paragraph, and multiplying this product by the net
assets of the Portfolio as determined in accordance with the Fund's prospectus
and statement of additional information as of the close of business on the
previous business day on which the Fund was open for business.
If this Agreement becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of such month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
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XXXXXXXX X
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The Fixed Limit for each Portfolio for purposes of paragraph 4.a.(3) shall
be:
Portfolio
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Money Market Fund .50%
Investment Quality Bond Fund .90%
U.S. Government Securities Fund .90%
Equity -Income Fund 1.065%
Growth and Income Fund .99%
Balanced Fund 1.04%
Global Equity Fund 1.40%
National Municipal Bond Fund .85%
Strategic Income Fund 1.15%
International Growth and Income Fund 1.40%
Small/Mid Cap Fund 1.325%
International Small Cap Fund 1.55%
Growth Equity Fund 1.30%
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