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EXHIBIT 5(e)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this day of January, 1997 by and between
XXXXXXX XXXXX XXXXXXX XXXXX FUNDS FOR INSTITUTIONS SERIES, a Massachusetts
business trust (the "Trust"), with respect to XXXXXXX XXXXX PREMIER
INSTITUTIONAL FUND, a series of the Trust (the "Fund"), and FUND ASSET
MANAGEMENT, L.P., a Delaware corporation (the "Adviser");
W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as a diversified open-end
management investment company and is registered as such under the Investment
Company Act of 1940 (the "1940 Act");
WHEREAS, the Adviser is engaged principally in rendering advisory
services and is registered as an investment adviser under the Investment
Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to render investment
supervisory and corporate administrative services to the Fund in the manner and
on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Adviser hereby agree as follows:
ARTICLE 1. Duties of the Adviser. The Trust hereby employs the
Adviser to act as the manager and investment adviser of the Fund and to
furnish, or to arrange for affiliates to furnish, the Fund with investment
advisory and administrative service and to administer its affairs, subject to
the supervision of the Board of Trustees of the Trust for the period and on the
terms and conditions set forth in this Agreement. The Adviser hereby accepts
such employment and agrees during such period, at its own expense, to render
the services and to assume the obligations herein set forth for the compensation
provided for herein. The Adviser shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
(a) Investment Advisory Services. In acting as investment adviser
to the Fund, the Adviser shall regularly provide the Fund with such investment
research, advice and supervision as the latter may from time to time consider
necessary for the proper supervision of its funds and shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the assets
of the Fund shall be held in the various securities in which the Fund may
invest, subject always to the restrictions of the Trust's Declaration of Trust
and By-Laws, as amended from time to time, the provisions of the 1940 Act, and
the statements relating to the Fund's investment objectives, investment
policies and investment restrictions as the same are set forth in the currently
effective prospectus of the Fund under the Securities Act of 1933 (the
"Prospectus"). Should the Board of Trustees of the Trust at any time, however,
make any definite determination as to investment policy and notify the manager
thereof, the Adviser shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination has been revoked. The Adviser shall take, on behalf of the Fund,
all actions which it deems necessary to implement the investment policies
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Fund's account with brokers or
dealers selected by it. In connection with the selection of such brokers or
dealers and the placing of such orders, the Adviser is directed at all times to
seek to obtain for the Fund the most favorable execution and price within the
meaning of such terms as determined by the Board of Trustees and set forth in
the Prospectus. Subject to this requirement and the provisions of the 1940 Act,
the Securities Exchange Act of 1934, and other applicable provisions of law,
nothing shall prohibit the Adviser from selecting brokers or dealers with which
it or the Trust is affiliated if permitted by applicable law or regulation.
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(b) Administrative Services. In addition to the performance of
investment advisory services, the Adviser shall perform, or supervise the
performance of, administrative services in connection with the management of the
Fund, including processing share orders, administering shareholder accounts and
handling shareholder relations. In this connection, the Adviser agrees to (i)
assist in supervising all aspects of the Fund's operations, including the
coordination of all matters relating to the functions of the custodian, transfer
agent, other shareholder service agents, accountants, attorneys and other
parties performing services or operational functions for the Fund, (ii) provide
the Fund, at the Adviser's expense, with the services of persons competent to
perform such administrative and clerical functions as are necessary in order to
provide, effective administration of the Fund, and (iii) provide the Fund, at
the Adviser's expense, with adequate office space and related services necessary
for its operations as contemplated in this Agreement. The Trust agrees that the
Adviser may arrange for the provision of services and the performance of
functions referred to in this subsection (b) by Xxxxxxx Xxxxx Funds Distributor,
Inc., or other affiliates of Xxxxxxx Xxxxx & Co., Inc.
ARTICLE 2. Allocation of Charges and Expenses.
(a) The Adviser. The Adviser assumes and shall pay for maintaining
the staff and personnel, and shall at its own expense provide the equipment,
office space and facilities necessary to perform its obligations under this
Agreement, and shall pay all compensation of officers of the Trust and the
fees of all Trustees of the Trust who are affiliated persons of Xxxxxxx Xxxxx
& Co., Inc. or its subsidiaries.
(b) The Trust. The Trust assumes and shall pay all expenses of the
Fund, including, without limitation: organization costs, taxes, expenses for
legal and auditing services, costs of printing proxies, stock certificates,
shareholder reports and prospectuses (except to the extent paid by the
Distributor), charges of the Custodian and Transfer Agent, expenses of
redemption of shares, Securities and Exchange Commission fees, expenses of
registering the shares under federal and state securities laws, fees and
expenses of directors who are not affiliated persons of Xxxxxxx Xxxxx & Co.,
Inc. or its subsidiaries, accounting and pricing costs (including the daily
calculation or net asset value), insurance, interest, brokerage costs,
litigation and other extraordinary or non-recurring expenses, and other
expenses properly payable by the Trust.
ARTICLE 3. Compensation of the Adviser. For the services rendered,
the facilities furnished and expenses assumed by the Adviser, the Trust shall
pay the Adviser at the end of each calendar month a fee at an annual rate of
0.15% of the average daily value of the net assets of the Fund, as determined
and computed in accordance with the description of the determination of net
asset value contained in the Prospectus. During any period when the
determination of net asset value is suspended by the Board of Trustees of the
Trust, the net asset value as of the last business day prior to such suspension
shall for this purpose be deemed to be the net asset value at the close of each
succeeding business day until it is again determined.
ARTICLE 4. Limitation of Liability of Trustees, Shareholders, Officers,
Employees and Agents. The Declaration of Trust establishing the Trust, dated
May 7, 1987, 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 "Xxxxxxx Xxxxx Funds For Institutions
Series" 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 may be held to any personal liability, nor may
resort be had to their private property for the satisfaction of any obligation
or claim or otherwise in connection with the affairs of said Trust but the
Trust Property only shall be liable.
ARTICLE 5. Limitation of Liability of the Adviser. The Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with any investment policy or the purchase,
sale or redemption of any securities on the recommendation of the Adviser.
Nothing herein contained shall be construed to protect the Adviser against any
liability to the Trust or its security holders to which the Adviser shall
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties on behalf of the Trust, reckless
disregard of the Adviser's obligations and duties under this Agreement or the
violation of any applicable law. As used in this Article 5, the term "Adviser"
shall include any affiliates of the
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Adviser performing services for the Trust contemplated hereby and directors,
officers and employees of the Adviser and such affiliates.
ARTICLE 6. Activities of the Adviser. The services of the Adviser
under this Agreement are not to be deemed exclusive, and the Adviser shall be
free to render similar services to others so long as its services hereunder are
not impaired thereby. It is understood that trustees, officers, employees and
the shareholders of the Trust are or may become interested in the Adviser, as
directors, officers, employees or shareholders or otherwise of the Adviser and
are or may become similarly interested in the Trust, and that the Adviser is or
may become interested in the Trust as shareholder or otherwise.
ARTICLE 7. Duration and Termination of this Agreement. This Agreement
shall become effective as of the date first above written and shall remain in
force until __________, 199___ and thereafter, but only so long as such
continuance is specifically approved at least annually by (i) the Board of
Trustees of the Trust, or by the vote of a majority of the outstanding voting
securities of the Fund, and (ii) by the vote of a majority of those Trustees
who are not parties to this Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Board of Trustees of the Trust or by vote of a majority of
the outstanding voting securities of the Fund on sixty days' notice to the
Adviser, or by the Adviser, on sixty days' written notice to the Trust. This
Agreement shall automatically terminate in the event of its assignment.
ARTICLE 8. Amendments of this Agreement. This Agreement may be
amended by the parties only if such amendment is specifically approved by (i)
the Board of Trustees of the Trust, or by vote of a majority of the outstanding
voting securities of the Fund, and (ii) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE 9. Definition of Certain Terms. The terms "vote of a majority
of the outstanding voting securities", "assignment", "interested person" and
"affiliated person", when used in this Agreement, shall have the respective
meanings specified in the 1940 Act.
ARTICLE 10. Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of New
Jersey as at the time in effect and the applicable provisions of the 1940 Act.
To the extent that the applicable law of the State of New Jersey, or any of the
provisions herein, conflicts with the applicable provisions of the 1940 Act,
the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXXXX XXXXX FUNDS FOR INSTITUTIONS SERIES
By
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Name:
Title:
Attest:
By
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Name:
Title:
FUND ASSET MANAGEMENT, L.P.
By: Princeton Services, Inc.,
General Partner
By
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Name:
Title:
Attest:
By
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Name:
Title:
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