INVESTMENT ADVISORY AGREEMENT
Agreement restated as of the 5th day of March, 1997, to reflect a name
change between USLICO Series Fund (the "Fund") and Washington Square Advisers,
Inc. (the "Adviser").
WITNESSETH:
WHEREAS, the Fund is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), the securities of which are registered under the Securities Act of 1933,
as amended (the "1933 Act"); and
WHEREAS, The Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 as amended (the "Advisers Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate classes or portfolios, with each such portfolio
representing interests in a separate portfolio of securities and other assets;
and
WHEREAS, the Fund has initially established four portfolios, designated the
Money Market Portfolio, the Stock Portfolio, the Bond Portfolio, and the Asset
Allocation Portfolio, such portfolios together with all other portfolios
subsequently established by the Fund with respect to which the Fund desires to
retain the Adviser to render investment advisory services hereunder and with
respect to which the Adviser is willing so to do being herein collectively
referred to as the "Portfolios".
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties as follows:
1. The Fund hereby appoints the Adviser to act as investment adviser to the
Fund with respect to the Portfolios for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to tender the
services herein set forth, for the compensation herein provided.
In the event the Fund establishes one or more additional portfolios with
respect to which it desires to retain the Adviser to render management and
investment advisory services hereunder, it shall notify the Adviser in writing.
If the Adviser is willing to render such services it shall notify the Fund in
writing, whereupon such class shall become a Portfolio hereunder.
2. The Fund has delivered properly certified or authenticated copies of
each of the following documents to the Adviser and will deliver to it all future
amendments and supplements thereto, if any:
(a) a certified resolution of the Board of Trustees of the Fund
authorizing the appointment of the Adviser and approving the form of
this Agreement;
(b) the Registration Statement as filed by the Fund under the 1940 Act and
the 1933 Act with the Securities and Exchange Commission (the
"Registration Statement"), including the Fund's Prospectus and
Statement of Additional Information, and any amendments or supplements
thereto;
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration
Statement described above.
3. The Adviser agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be maintained
by the Adviser with respect to the Fund by the 1940 Act. The adviser further
agrees that all records which it maintains for the Fund are the property of the
Fund and it will promptly surrender any of such records upon request.
4. (a) The Adviser shall provide to the Fund investment guidance and policy
direction in connection with the management of the Portfolio of the Fund,
including oral and written research, analysis, advice, and statistical and
economic data and information.
Consistent with the investment objectives, policies and restrictions
applicable to the Fund and its Portfolios, the Adviser will determine the
securities and other assets to be purchased or sold by each Portfolio of the
Fund and will determine what portion of each Portfolio shall be invested is
securities or other assets, and what portion, if any, should be held uninvested.
The Fund will have the benefit of the investment analysis and research, the
review of current economic conditions and trends and the consideration of
long-range investment policy generally available to investment advisory clients
of the Adviser. It is understood that the Adviser will not use any inside
information pertinent to investment decisions undertaken in connection with this
Agreement that may be in its possession or in the possession of any of its
affiliates, nor will the Adviser seek to obtain any such information.
(b) The Adviser also shall provide to the officers of the Fund
administrative assistance in connection with the operation of the Fund and the
Portfolios, which shall include (i) compliance with all reasonable requests of
the Fund for information, including information required in connection with the
Fund's filings with the Securities and Exchange Commission and state securities
commissions, and (ii) such other services as the Fund's officers shall from time
to time determine to be necessary or useful to the administration of the Fund
and the Portfolios.
(c) As manager of the assets of the Portfolios, the Adviser shall make
investments for the account of the Portfolios in accordance with the Adviser's
best judgment and within the investment objectives, policies and restrictions
set forth in the Prospectus, the 1940 Act and the provisions of the Internal
Revenue Code relating to regulated investment companies, subject to policy
decisions adopted by the Fund's Board of Trustees. In connection therewith, the
Adviser shall place orders for the purchase and sale of securities and other
assets either directly with the issuer or with any broker-dealer. The Adviser is
authorized to select brokers and dealers and to open and maintain brokerage
accounts and trading accounts for the purchase and sale of securities and
options with broker-dealers for and on behalf of the Portfolios in accordance
with procedures, if any, established by the Adviser and approved by the Fund's
Board of Trustees.
(d) The Adviser shall furnish to the Fund's Board of Trustees periodic
reports on the investment performance of the Fund and its Portfolios and on the
performance of its obligations under this Agreement and shall supply such
additional reports and information as the Fund's officers or Board of Trustees
shall reasonably request.
(e) On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of a Portfolio as well as other of its clients, the
Adviser, to the extent permitted by applicable law, may aggregate the securities
to be sold or purchased in order to obtain the best execution or lower brokerage
commissions, if any. The Adviser may also on occasion purchase or sell a
particular security for one or more clients in different amounts. On either
occasion, and to the extent permitted by applicable law and regulations,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Fund and to such other customers.
(f) The Adviser may cause a Portfolio to pay a broker which provides
brokerage and research services to the Adviser a commission for effecting a
securities transaction in excess of the amount another broker might have
charged. Such higher commissions may not be paid unless the Adviser determines
in good faith that the amount paid is reasonable in relation to the services
received in terms of the particular transaction or the Adviser's overall
responsibilities to the Fund and any other of the Adviser's clients.
(g) In connection with the purchase and sale of securities of each
Portfolio, the Adviser will arrange for the transmission to the Fund's Custodian
or other agent on a daily basis, such confirmations, trade tickets and other
documents and shall provide information reasonably requested by the Fund's
Custodian or other agent for helping such agent perform its administrative
responsibilities to the Fund including responsibility to identify securities to
be purchased or sold by the Fund, to determine the value of the Fund's portfolio
securities and other assets and to determine the Fund's net asset value per
share. With respect to portfolio securities to be purchased or sold through the
Depository Trust Company, the Adviser will arrange for the automatic
transmission of the confirmation of such trades to the Fund's custodian.
5. The Adviser shall give the Fund the benefit of the Adviser's best
judgment and efforts in rendering services under this Agreement. As an
inducement to the Adviser's undertaking to render these services, the Fund
agrees that the Adviser shall not be liable under this Agreement for any mistake
in judgment or in any other event whatsoever, PROVIDED that nothing in this
Agreement shall be deemed to protect or purport to protect the Adviser against
any liability to the Fund or its shareholders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance or the Adviser's duties under this Agreement or by
reason of the Adviser's reckless disregard of its obligation and duties
hereunder.
6. (a) The Adviser shall, at its expense, (i) employ or associate with
itself such persons as it believes appropriate to assist it in performing its
obligations under this Agreement and (ii) provide all services, equipment and
facilities necessary to perform its obligations under this Agreement.
(b) Subject to the approval of the Fund's Board of Trustees and, to the
extent required by law, the Shareholders of Portfolios, the Adviser may contract
with such other parties as it deems appropriate to obtain investment research,
information, investment advisory and management services and other assistance,
but any fees, compensation or expenses to be paid to any such party shall be
paid by the Adviser, and no obligation shall be incurred on the Fund's behalf in
any respect.
(c) The Fund shall be responsible for all of its expenses and liabilities,
including compensation of its trustees who are not affiliated with the Adviser;
taxes and governmental fees; interest charges; fees and expenses of the Fund's
independent accountants and legal counsel; trade association membership dues;
fees and expenses of any custodian (including maintenance of books and accounts
and calculation of the net asset value of the Fund's Shares), transfer agent,
registrar and dividend disbursing agent of the Fund; expenses of issuing,
selling, redeeming, registering and qualifying the Shares for sale; expenses of
preparing and printing share certificates, prospectuses and reports to
shareholders, notices, proxy statements, reports to regulatory agencies and any
postage and mailing expenses associated with such distributions; the cost of
office supplies, including stationery; travel expenses of all officers, trustees
and employees; insurance premiums; brokerage and other expenses of executing
portfolio transactions; expenses of shareholders' meetings; organizational
expenses; and extraordinary expenses.
7. In consideration of the services to be rendered by the Adviser under
this Agreement, each Portfolio of the Fund shall pay the Adviser fee, calculated
each day based on the Portfolio's daily net assets (as determined on each
business day at the time set forth in the Prospectus for determining net asset
value per share) at a maximum annual rate of 0.50% of the first $100 million of
the Portfolio's net assets and 0.45% of the Portfolio's net assets in excess of
$100 million.
8. (a) This Agreement shall become effective with respect to the Portfolios
on April 1, 1995 (and, with respect to any additional portfolio, the date
specified in a supplement to the Agreement) and shall continue in effect with
respect to a Portfolio for a period of more than two years from that date (or,
with respect to additional Portfolio, the date specified in a supplement to this
Agreement) only so long as the continuance is specifically approved at least
annually (i) by the vote of a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of the Portfolios or by the Fund's Board of Trustees
and (ii) by the vote, cast in person at a meeting called for the purpose, of a
majority of the Fund's Trustees who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of any such party.
(b) This Agreement may be terminated with respect to a Portfolio (or any
additional Portfolio) at any time, without the payment of any penalty, by a vote
of a majority of the outstanding voting securities (as defined in the 0000 Xxx)
of the Portfolios or by a vote of a majority of the Fund's entire Board of
Trustees on 60 days' written notice to the Adviser or by the Adviser on 60 days'
written notice to the Fund. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act).
9. Except to the extent necessary to perform the Adviser's obligations
under this Agreement, nothing herein shall be deemed to limit or restrict the
right of the Adviser, or any affiliate of the Adviser, or any employee of the
Adviser, 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,
firm, individual or association.
10. The investment management services of the Adviser to the Fund under
this Agreement are not to be deemed exclusive as to the Adviser and the Adviser
will be free to render similar services to others.
11. This Agreement shall be construed in accordance with the laws of the
State of Minnesota, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act.
12. The Adviser agrees that it will keep confidential and not disclose or
use any records of or information in its possession relating to the Fund
obtained pursuant to this Agreement in any manner whatsoever except as expressly
authorized in this Agreement, and will keep confidential any information
obtained pursuant to the investment advisory relationship, and disclose such
information only if the Fund has authorized such disclosure, or if such
disclosure is expressly required by federal or state regulatory authorities.
13. Notices of any kind to be given to the Adviser by the Fund shall be in
writing and shall be duly given if mailed or delivered to the Adviser at 000
Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or at such other
address or to such individual as shall be specified by the Adviser to the Fund.
Notices of any kind to be given to the Fund by the Adviser shall be in writing
and shall be given if mailed or delivered to 0000 X. Xxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxx 00000, or at such other address or to such individual as shall be
specified by the Fund to the Adviser.
14. The Declaration of Trust establishing the Fund, filed on January 19,
1988, 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 "USLICO Series Fund" refers to the Trustees under the
Declaration collectively as trustees and not as individuals or personally, and
that no shareholder, trustee, officer, employee or agent of the Fund shall be
subject to claims against or obligations of the Fund to any extent whatsoever,
but that the Fund estate only shall be liable.
15. The Fund acknowledges receipt of Part II of the Adviser's Form ADV
which is on file with the Securities and Exchange Commission
If the foregoing correctly sets forth the agreement between the Fund and
the Adviser, please so indicate by signing and returning to the Fund the
enclosed copy hereof.
USLICO SERIES FUND
By:/s/Xxxxxx X. Saginaw
--------------------
Xxxxxx X. Saginaw
Title: Vice President & Secretary
Accepted:
WASHINGTON SQUARE ADVISERS, INC.
By:/s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Title: Executive Vice President
