PORTFOLIO MANAGER AGREEMENT
Agreement, made this __ day of _________, 1995, among The Palladian
Trust (the "Trust"), a Massachusetts business trust; Palladian Advisors, Inc.
(the "Manager"), a Delaware corporation; and ________________ (the "Portfolio
Manager"), a ___________ corporation.
WHEREAS, the Trust is a diversified, open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Manager and the Portfolio Manager are both registered as
investment advisers under the Investment Advisers Act of 1940; and
WHEREAS, the Trust is authorized to issue shares of beneficial
interest in separate portfolios with each such portfolio representing interests
in a separate portfolio of securities and other assets; and
WHEREAS, the Manager has entered into a management agreement with the
Trust, pursuant to which the Manager will provide, among other services, advice
with respect to the selection and monitoring of portfolio managers to handle the
day-to-day investment management of certain portfolios; and
WHEREAS, the Trust and the Manager desire to retain the Portfolio
Manager to provide investment advisory services to the ______________ Portfolio
of the Trust (the "Portfolio"), and the Portfolio Manager is willing to render
such services.
Therefore, the parties agree as follows:
1. APPOINTMENT. The Trust hereby appoints the Portfolio Manager to
provide investment advisory services with respect to the Portfolio for the
period and on the terms set forth in this Agreement, subject to the direction of
the Board of Trustees of the Trust (the "Board of Trustees"). The Portfolio
Manager accepts such appointment and agrees to render the services described
herein for the compensation provided in paragraph 13.
2. SERVICES OF THE PORTFOLIO MANAGER.
(a) Subject to the supervision of the Board of Trustees, the
Portfolio Manager will provide day-to-day investment management of the
Portfolio. The Portfolio Manager will provide investment research and conduct a
continuous program of evaluation, investment, sales, and reinvestment of the
Portfolio's assets by determining the securities and other investments that
shall be purchased, entered into, sold, closed, or exchanged for the Portfolio,
when these transactions should be executed, and what portion of the assets of
the Portfolio should
be held in the various securities and other investments in which it may invest.
The Portfolio Manager is hereby authorized to execute and perform such services
on behalf of the Portfolio. To the extent permitted by the investment policies
of the Portfolio, the Portfolio Manager shall make decisions for the Portfolio
as to foreign currency matters and make determinations as to, and execute and
perform, foreign currency exchange contracts on behalf of the Portfolio. The
Portfolio Manager will provide the services under this Agreement in accordance
with the Portfolio's investment objective or objectives, policies, and
restrictions as stated in the Trust's registration statement under the
Securities Act of 1933 and the 1940 Act as filed with the Securities and
Exchange Commission ("SEC") and amended from time to time (the "Registration
Statement").
(b) The Portfolio Manager will use reasonable efforts to manage the
Portfolio so that it will (1) qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, (2) comply with the diversification
requirements of Section 817(h) of the Internal Revenue Code and regulations
issued thereunder, and (3) comply with any other rules and regulations
pertaining to investment vehicles underlying variable annuity or variable life
insurance policies. In managing the Portfolio in accordance with these
requirements, the Portfolio Manager shall be entitled to receive and act upon
advice of counsel to the Trust or counsel to the Manager.
(c) On occasions when the Portfolio Manager deems the purchase or
sale of a security to be in the best interest of the Portfolio as well as any
other investment advisory clients, the Portfolio Manager may, to the extent
permitted by applicable laws and regulations, including, but not limited to
Section 17(d) of the 1940 Act, but shall not be obligated to, aggregate the
securities to be so sold or purchased with those of its other clients where such
aggregation is not inconsistent with the policies set forth in the Registration
Statement. 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 Portfolio
Manager in a manner that is fair and equitable in the judgment of the Portfolio
Manager in the exercise of its fiduciary obligations to the Trust and to such
other clients.
(d) In connection with the purchase and sale of securities for the
Portfolio, the Portfolio Manager will arrange for the transmission to the
custodian for the Trust on a daily basis, such confirmation, trade tickets, and
other documents and information as may be reasonably necessary to enable the
custodian to perform its administrative and recordkeeping responsibilities with
respect to the Portfolio. With respect to portfolio securities to be purchased
or sold through the Depository Trust Company, the Portfolio Manager will arrange
for the automatic transmission of the confirmation of such trades to
Portfolio Manager Agreement Page 2
the Trust's custodian. The Portfolio Manager will provide to the Manager copies
of the documents and information sent to the custodian and the Depository Trust
Company as requested by the Manager.
(e) The Portfolio Manager will assist the custodian or recordkeeping
agent for the Trust in determining, consistent with the procedures and policies
stated in the Registration Statement, the value of any portfolio securities or
other assets of the Portfolio for which the custodian or recordkeeping agent
seeks assistance or review from the Portfolio Manager. The Portfolio Manager
will monitor on a daily basis the determination by the custodian or
recordkeeping agent for the Trust the value of portfolio securities and other
assets of the Portfolio and the determination of net asset value of the
Portfolio.
(f) The Portfolio Manager shall regularly report to the Board of
Trustees on the investment program for the Portfolio, and will furnish the Board
of Trustees such periodic and special reports as the Board may reasonably
request.
(g) The Portfolio Manager shall make its officers and employees
available to the Board of Trustees, officers of the Trust, and officers of the
Manager for consultation and discussions regarding the investment program for
the Portfolio.
3. BROKER-DEALER SELECTION. The Portfolio Manager is responsible for
decisions to buy and sell securities and other investments for the Portfolio,
broker-dealer selection, and negotiation of brokerage commission rates. The
Portfolio Manager's primary consideration in effecting a security transaction
will be to obtain the best execution for the Portfolio, taking into account the
factors specified in the Registration Statement. Subject to the Registration
Statement and such policies as the Board of Trustees may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, the
Portfolio Manager shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of its
having caused the Portfolio to pay a broker-dealer for effecting a portfolio
investment transaction in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction, if the
Portfolio Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer, viewed in terms of either that particular
transaction or the Portfolio Manager's overall responsibilities with respect to
the Portfolio and to its other clients as to which it exercises investment
discretion.
4. EMPLOYEES. In rendering the services required under this Agreement,
the Portfolio Manager may, from time to time,
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employ such person or persons as it believes necessary to assist it in carrying
out its obligations under this Agreement. The Portfolio Manager shall be
responsible for making reasonable inquiries and for reasonably ensuring that no
employee of the Portfolio Manager:
(a) has been convicted, in the last ten (10) years, of any felony or
misdemeanor arising out of conduct involving embezzlement, fraudulent
conversion, or misappropriation of funds or securities, or involving
violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx
Code; or
(b) has been found by any state regulatory authority, within the last
ten (10) years, to have violated or to have acknowledged violation of
any provision of any state insurance law involving fraud, deceit, or
knowing misrepresentation; or
(c) has been found by any federal or state regulatory authorities,
within the last ten (10) years, to have violated or to have
acknowledged violation of any provisions of federal or state
securities laws involving fraud, deceit, or knowing misrepresentation;
or
(d) is ineligible by reason of Section 9 of the 1940 Act to serve as
an employee of an investment adviser to an investment company.
5. CONFORMITY WITH APPLICABLE LAW. The Portfolio Manager, in the
performance of its duties and obligations under this Agreement, shall act in
conformity with the Registration Statement and with the instructions and
directions of the Board of Trustees and will conform to, and comply with, the
requirements of the 1940 Act and all other applicable federal and state laws and
regulations.
6. EXCLUSIVITY. The services of the Portfolio Manager under this
Agreement are deemed exclusive with respect to managing a registered investment
company (or portfolio thereof) (1) which serves as the underlying investment
vehicle for variable life insurance policies and/or variable annuity contracts
and (2) which pays its adviser(s) fees based on investment performance
("performance-based fees"). As long as this Agreement is in effect, neither the
Portfolio Manager nor its affiliates may serve as an investment adviser to or
investment manager of a registered investment company (or portfolio thereof) (1)
which serves as the underlying investment vehicle for variable life insurance
policies and/or variable annuity contracts and (2) which pays performance-based
fees to some or all of its advisers. The services of the Portfolio
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Manager under this Agreement are also deemed exclusive with respect to managing
a registered investment company (or portfolio thereof) (1) which serves as the
underlying investment vehicle for variable life insurance policies and/or
variable annuity contracts and (2) shares of which are purchased by one or more
of its advisers. As long as this Agreement is in effect, neither the Portfolio
Manager nor its affiliates may serve as an investment adviser to or investment
manager of a registered investment company (or portfolio thereof) (1) which
serves as the underlying investment vehicle for variable life insurance policies
and/or variable annuity contracts and (2) shares of which are purchased by one
or more of its advisers. Notwithstanding the foregoing exclusivity, nothing in
this Agreement shall prevent the Portfolio Manager (or its affiliates) from
engaging in the following activities, provided that the Portfolio Manager's
services to the Portfolio are not impaired thereby: (1) serving as investment
adviser to or investment manager of a registered investment company (or
portfolio thereof) which does not serve as the underlying investment vehicle for
variable life insurance policies and/or variable annuity contracts; or (2)
serving as investment adviser to or investment manager of a registered
investment company (or portfolio thereof) which does not pay any of its advisers
a performance-based fee and shares of which are not purchased by one or more of
its advisers, whether or not it serves as the underlying investment vehicle for
variable life insurance policies and/or variable annuity contracts.
7. DOCUMENTS. The Trust has delivered copies of each of the following
documents to the Portfolio Manager and will deliver to it all future amendments
and supplements thereto, if any:
(a) the Trust's Declaration of Trust and its by-laws;
(b) the Registration Statement; and
(c) the prospectus and statement of additional information of the
Trust as currently in effect and as amended and supplemented from time to time.
8. RECORDS. The Portfolio Manager agrees to maintain and to preserve
records relating to the Trust as required by the 1940 Act. The Portfolio
Manager further agrees that all records which it maintains for the Trust are the
property of the Trust and it will promptly surrender any of such records upon
request.
9. DISCLOSURE BY PORTFOLIO MANAGER. The Portfolio Manager will not
disclose or use any records or information obtained pursuant to this Agreement
(excluding investment research and investment advice) in any manner whatsoever
except as required to
Portfolio Manager Agreement Page 5
carry out its duties as investment adviser or in the ordinary course of business
in connection with placing orders for the purchase and sale of securities, and
will keep confidential any information obtained pursuant to this Agreement, and
disclose such information only if the Board of Trustees has authorized such
disclosure, or if such disclosure is expressly required by applicable federal or
state law or regulations or regulatory authorities having the requisite
authority.
10. DISCLOSURE ABOUT PORTFOLIO MANAGER. The Portfolio Manager has
reviewed pre-effective amendment number 1 to the Trust's registration statement
and represents and warrants that, with respect to the disclosure relating to the
Portfolio Manager, such pre-effective amendment contains, as of the date hereof,
no untrue statement of any material fact and does not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading. The Portfolio Manager further
represents and warrants that it is a duly registered investment adviser under
the Investment Advisers Act of 1940 and a duly registered investment adviser in
all states in which the Portfolio Manager is required to be registered.
11. COMPLIANCE. The Portfolio Manager agrees that it shall immediately
notify the Manager and the Trust in the event that:
(a) the SEC has censured the Portfolio Manager; placed limitations
upon its activities, functions or operations; suspended or revoked its
registration as an investment adviser; or commenced proceedings or an
investigation that may result in any of these actions; or
(b) the Portfolio Manager has a reasonable basis for believing that
the Portfolio has ceased to qualify or might not qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code; or
(c) the Portfolio Manager has a reasonable basis for believing that
the Portfolio has ceased to comply or might not comply with the diversification
provisions of Section 817(h) of the Internal Revenue Code or the regulations
thereunder; or
(d) the Portfolio Manager has become aware of a material fact that is
not contained in the Registration Statement or prospectus for the Trust, or any
amendment or supplement thereto, or that any statement contained therein that
has become untrue or misleading in any material respect.
12. EXPENSES. During the term of this Agreement, the Portfolio Manager
will pay all expenses incurred by it in
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connection with its activities under this Agreement, including all rent and
other expenses involved in providing office space and equipment required by the
Portfolio Manager and the salaries and expenses of all personnel of the
Portfolio Manager. The Portfolio Manager further agrees to pay all salaries,
fees and expenses of any officer or trustee of the Trust who is an officer,
director or employee of the Portfolio Manager or any of its affiliates. Nothing
in this Agreement shall require the Portfolio Manager to bear the following
expenses:
(a) Fees of the Manager and the Portfolio Advisor;
(b) Charges for audits by the Trust's independent public accountants;
(c) Charges of the Trust's transfer agent, registrar, and/or dividend
disbursing agent;
(d) Charges of the Trust's custodian and/or accountant;
(e) Costs of obtaining quotations for calculating the value of each
Portfolio's net assets;
(f) Costs of maintaining the Trust's tax records;
(g) Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors, or employees of
the Portfolio Manager or any of its affiliates;
(h) Taxes levied against the Trust;
(i) Brokerage fees and commissions in connection with the purchase
and sale of portfolio securities for the Trust;
(j) Costs, including the interest expense, of borrowing by the Trust;
(k) Costs and/or fees incident to meetings of the Trust's
shareholders, the preparation and mailings of prospectuses, reports, proxy
statements and other communications by the Trust to its shareholders, the filing
of reports with regulatory bodies, the maintenance of the Trust's existence, and
the registration of shares with federal and state securities or insurance
authorities;
(l) The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;
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(m) Costs of printing stock certificates representing shares of the
Trust;
(n) Trustees' fees and expenses of Trustees who are not officers,
directors, or employees of the Portfolio Manager or any affiliates;
(o) Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;
(p) Membership dues for any association of which the Trust is a
member;
(q) Extraordinary expenses of the Trust as may arise, including
expenses incurred in connection with litigation, proceedings, other claims
against the Trust (unless the Portfolio Manager is responsible for such expenses
under paragraph 14 of this Agreement), and the legal obligations of the Trust to
indemnify its trustees, officers, employees, shareholders, distributors, and
agents with respect to such claims; and
(r) Organizational and offering expenses of the Trust and, if
applicable, reimbursement (with interest) of underwriting discounts and
commissions.
13. COMPENSATION.
(a) For the services provided and the expenses borne by the Portfolio
Manager pursuant to this Agreement, the Trust will pay the Portfolio Manager 80%
of the Initial Monthly Advisory Fee or the Monthly Advisory Fee, as those terms
are defined in this paragraph, whichever is applicable.
(b) For the period beginning with the day on which the Portfolio
commences investment operations and ending with the last day of the twelfth full
calendar month thereafter, the Portfolio will pay at the end of each month, an
advisory fee calculated at an annual rate of 0.80% of the Portfolio's average
daily net assets (the "Initial Monthly Advisory Fee").
(c) For the period beginning with the first day of the thirteenth
full calendar month after which the Portfolio commences operations and
continuing through the remainder of the term of this Agreement, the Portfolio
will pay at the end of each month, an advisory fee (the "Monthly Advisory Fee").
The Monthly Advisory Fee equals the Basic Fee (as defined in paragraph 13(d)
below) plus the Incentive Fee (as defined in paragraph 13(e) below) and
adjusted, if so required, by paragraph 13(h) below.
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(d) The Basic Fee equals one-twelfth of 2% multiplied by the
Portfolio's average daily net assets for the previous 12 months (including the
month for which the fee is being calculated).
(e) The Incentive Fee equals: (i) one-twelfth of the Annual
Incentive Fee set forth in the chart below based on the difference between the
Performance of the Portfolio and the Performance of the Benchmark, as those
terms are defined in paragraphs 13(f) and 13(g) below; (ii) multiplied by the
Portfolio's average daily net assets for the previous 12 months (including the
month for which the fee is being calculated).
Percentage Point Difference Between Performance of the Annual
Portfolio and Performance of the Benchmark Incentive
Fee (%)
+7.5 or greater 2.0%
+6.0 or greater, but less than +7.5 1.5
+4.5 or greater, but less than +6.0 1.0
+3.0 or greater, but less than +4.5 0.5
+1.5 or greater, but less than +3.0 0.0
0.0 or greater, but less than +1.5 -0.5
-1.5 or greater, but less than 0.0 -1.0
-3.0 or greater, but less than -1.5 -1.5
Less than -3.0 -2.0
(f) The Performance of the Portfolio will be calculated by first
determining the change in the Portfolio's net asset value per share during the
previous twelve months (including the month for which the fee is being computed)
assuming the reinvestment of distributions during that period, and then
expressing this amount as a percentage of the net asset value per share at the
beginning of the period. Net asset value per share is calculated by dividing
the value of the securities held by the Portfolio plus any cash or other assets
minus all liabilities including accrued advisory fees and the other expenses, by
the total number of shares outstanding at the time. The Performance of the
Portfolios shall be calculated in accordance with SEC rules.
Portfolio Manager Agreement Page 9
(g) The Performance of the Benchmark will be calculated by first
determining the change in the level of the Benchmark during the previous twelve
months (including the month for which the fee is being computed) plus the value
of any cash dividends or distributions made by the companies whose securities
comprise the Benchmark accumulated to the end of the period, and then expressing
this amount as a percentage of the Benchmark at the beginning of the period.
The Performance of the Benchmark shall be calculated in accordance with SEC
rules. The Benchmark is ___________________________________________. If the
Benchmark ceases to be published, changes in any material respect or otherwise
becomes impracticable to use for purposes of the Incentive Fee, the Monthly
Advisory Fee will equal the Basic Fee (with no incentive adjustment) until such
time as the Board of Trustees approves a substitute Benchmark.
(h) Notwithstanding paragraphs 13(a)-13(g) above, if the Performance
of a Portfolio (minus payment of all expenses, including the Basic Fee and any
Incentive Fee) is negative and does not exceed the Performance of the Benchmark
by six percentage points, then the Monthly Advisory Fee will equal zero.
Notwithstanding paragraphs 13(a)-13(g) above, if the Performance of a Portfolio
(minus payment of all expenses, including the Basic Fee and any Incentive Fee)
is negative, exceeds the Performance of the Benchmark by six percentage points,
but does not exceed the Performance of the Benchmark by twelve percentage
points, then the Monthly Advisory Fee will not be greater than one-twelfth of 1%
of the Portfolio's average daily net assets for the previous 12 months
(including the month for which the fee is being calculated). Notwithstanding
paragraphs 13(a)-13(g) above, if the Performance of a Portfolio (minus payment
of all expenses, including the Basic Fee and any Incentive Fee) is negative and
exceeds the Performance of the Benchmark by twelve percentage points, then the
Monthly Advisory Fee will not be greater than one-twelfth of 2% of the
Portfolio's average daily net assets for the previous 12 months (including the
month for which the fee is being calculated).
14. LIABILITY AND INDEMNIFICATION. The Portfolio Manager, the Manager and
the Trust each may rely on information reasonably believed by it to be accurate
and reliable. The Portfolio Manager shall not be liable to the Trust or its
shareholders for any loss suffered by the Trust as the result of any negligent
act or error of judgment of the Portfolio Manager in connection with the matters
to which this Agreement relates, except a loss resulting from a breach by the
Portfolio Manager of its 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
loss resulting from willful misfeasance, bad faith or gross
Portfolio Manager Agreement Page 10
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. The Trust
shall indemnify the Portfolio Manager and hold it harmless from all cost, damage
and expense, including reasonable expenses for legal counsel, incurred by the
Portfolio Manager resulting from actions for which it is relieved of
responsibility by this paragraph. The Portfolio Manager shall indemnify the
Trust and hold it harmless from all cost, damage and expense, including
reasonable expenses for legal counsel, incurred by the Trust resulting from (i)
a breach by the Portfolio Manager of its fiduciary duty with respect to
compensation for services paid by the Trust (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 1940 Act); (ii) willful misfeasance, bad faith or gross negligence by the
Portfolio Manager in the performance of its duties under this Agreement; or
(iii) reckless disregard by the Portfolio Manager of its obligations and duties
under this Agreement.
15. CONTINUATION AND TERMINATION. This Agreement shall take effect on the
date first written above, and shall continue in effect, unless sooner terminated
as provided herein, for two years from such date and shall continue from year to
year thereafter so long as such continuance is specifically approved at least
annually (i) by the vote of a majority of the Board of Trustees; or (ii) by vote
of a majority of the outstanding voting shares of the Portfolio; provided,
further, in either event that continuance is also approved by the vote of a
majority of the Board of Trustees who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of the Trust, the Manager or
the Portfolio Manager cast in person at a meeting called for the purpose of
voting on such approval. This Agreement may be terminated (i) by the Trust at
any time, without the payment of any penalty, by vote of a majority of the
entire Board of Trustees or by a vote of a majority of the outstanding voting
shares of the Portfolio, on sixty (60) days' written notice to the Manager and
the Portfolio Manager, (ii) by the Manager at any time, without the payment of
any penalty, on ninety (90) days' written notice to the Trust and the Portfolio
Manager, or (iii) by the Portfolio Manager at any time, without the payment of
any penalty, on ninety (90) days' written notice to the Trust and the Manager.
This Agreement will automatically and immediately terminate in the event of its
"assignment" (as defined in the 1940 Act).
16. INDEPENDENT CONTRACTOR. The Portfolio Manager shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of Trustees from time to
time, have no
Portfolio Manager Agreement Page 11
authority to act for or represent the Trust in any way or otherwise be deemed
its agent.
17. USE OF NAME. It is understood that the words "Palladian" and "Fulcrum
Fund," any derivative thereof and any design associated with those words
(collectively, the "Words and Designs") are the valuable property of the
Manager, and that the Portfolio Manager shall have the right to use the Words
and Designs only with the approval of the Manager. Upon termination of this
Agreement, the Portfolio Manager shall promptly discontinue all use of the Words
and Designs.
18. SALES LITERATURE. The Manager agrees to furnish to the Portfolio
Manager all sales literature which refers to the Portfolio Manager prior to use
thereof and not to use such sales literature if the Portfolio Manager reasonably
objects in writing five business days (or such other time as may be mutually
agreed) after receipt thereof. Sales literature may be furnished to the
Portfolio Manager by first class mail, overnight delivery service, facsimile
transmission equipment, or hand delivery.
19. NOTICE. Notices of any kind to be given to the Trust shall be in
writing and shall be duly given if sent by first class mail or delivered to the
Trust at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx, XX 00000, or at such other
address or to such individual as shall be specified by the Trust (with proper
notice to the Manager and the Portfolio Manager). Notices of any kind to be
given to the Manager shall be in writing and shall be duly given if sent by
first class mail or delivered to 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx, XX
00000 or at such other address or to such individual as shall be specified by
the Manager (with proper notice to the Trust and the Portfolio Manager).
Notices of any kind to be given to the Portfolio Manager shall be in writing and
shall be duly given if sent by first class mail or delivered to
_______________________ or at such other address or to such individual as shall
be specified by the Portfolio Manager (with proper notice to the Trust and the
Manager).
20. OBLIGATION. A copy of the Trust's Agreement and Declaration of Trust
is on file with the Secretary of the Commonwealth of Massachusetts. Notice is
hereby given that this Agreement has been executed on behalf of the Trust by a
trustee of the Trust in his or her capacity as trustee and not individually.
The obligations of this Agreement shall only be binding upon the assets and
property of the Trust and shall not be binding upon any trustee, officer, or
shareholder of the Trust individually.
Portfolio Manager Agreement Page 12
21. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
22. APPLICABLE LAW. This Agreement shall be governed by the laws of
California, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any
rules or order of the SEC thereunder.
23. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby and, to this extent, the provisions
of this Agreement shall be deemed to be severable.
24. CAPTIONS. The captions of this Agreement are included for convenience
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
Portfolio Manager Agreement Page 13
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.
The Palladian Trust
__________________________ By:__________________
Witness Title:
Palladian Advisors, Inc.
______________________ By:______________________
Witness Title:[Portfolio Manager]
______________________ By:______________________
Witness Title:
