JPMORGAN VALUE OPPORTUNITIES FUND, INC. AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
JPMORGAN
VALUE OPPORTUNITIES FUND, INC.
AMENDED
AND RESTATED
Agreement,
first made on the 31st day of
December,
2001, between the JPMorgan Value Opportunities Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, and X.X. Xxxxxx
Investment Management Inc., a Delaware corporation (the "Advisor"), and
subsequently amended and restated on the 1st day of
March
2007.
WHEREAS,
the Fund is
an open-end diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS,
the
Fund
desires to retain the Advisor to render investment advisory services to the
Fund
as agreed to from time to time between the Fund and the Advisor, and the Advisor
is willing to render such services;
NOW,
THEREFORE, this
Agreement
W
I T N E S S E T
H:
that
in
consideration of the premises and mutual promises hereinafter set forth, the
parties hereto agree as follows:
1.
The Fund hereby appoints the Advisor
to act as investment adviser to the Fund for the period and on the terms set
forth in this Agreement. The Advisor accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.
2. Subject
to the general
supervision of the Directors of the Fund, the Advisor shall manage the
investment operations of the Fund and the composition of the Fund's holdings
of
securities and investments, including cash, the purchase, retention and
disposition thereof and agreements relating thereto, in accordance with the
Fund's investment objectives and policies as stated in the Fund's registration
statement on Form N-1A, as such may be amended from time to time (the
"Registration Statement"), under the 1940 Act, in accordance with such policies
and instructions as the Directors of the Fund may from time to time establish
and subject to the following understandings:
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(a) the
Advisor shall furnish a continuous investment program for the Fund
and
determine from time to time what investments or securities will be
purchased, retained, sold or lent by the Fund, and what portion of
the
assets will be invested or held uninvested as
cash;
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(b) the
Advisor shall use the same skill and care in the management of the
Fund's
investments as it uses in the administration of other accounts for
which
it has investment responsibility as
agent;
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(c) the
Advisor, in the performance of its duties and obligations under this
Agreement, shall act in conformity with the Fund's Articles of
Incorporation (such Articles of Incorporation, as presently in effect
and
as amended from time to time, is herein called the "Articles of
Incorporation"), the Fund's By-Laws (such By-Laws, as presently in
effect
and as amended from time to time, are herein called the "By-Laws")
and the
Registration Statement and with the instructions and directions of
the
Directors of the Fund and will conform to and comply with the requirements
of the 1940 Act and all other applicable federal and state laws and
regulations;
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(d) the
Advisor shall determine the securities to be purchased, sold or lent
by
the Fund and as agent for the Fund will effect portfolio transactions
pursuant to its determinations either directly with the issuer or
with any
broker and/or dealer in such securities; in placing orders with brokers
and/or dealers the Advisor intends to seek best price and execution
for
purchases and sales; the Advisor shall also determine whether the
Fund
shall enter into repurchase or reverse repurchase
agreements;
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On
occasions when the Advisor deems the purchase or sale of a security
to be
in the best interest of the Fund as well as other customers of the
Advisor, the Advisor may, to the extent permitted by applicable
laws and regulations, but shall not be obligated to, aggregate the
securities to be so sold or purchased in order to obtain best execution,
including lower brokerage commissions, if applicable. 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 Advisor
in the
manner it considers to be the most equitable and consistent with
its
fiduciary obligations to the Fund;
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(e) the
Advisor shall maintain books and records with respect to
the Fund's securities transactions and shall render to the
Fund's Directors such periodic and special reports as the Directors
may
reasonably request; and
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(f) the
investment management services of the Advisor to the Fund under this
Agreement are not to be deemed exclusive, and the Advisor shall be
free to
render similar services to others.
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3. The
Fund has delivered
copies of each of the following documents to the Advisor and will promptly
notify and deliver to it all future amendments and supplements, if
any:
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(a) Articles
of Incorporation;
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(b) The
By-Laws;
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(c) Certified
resolutions of the Directors of the Fund authorizing the appointment
of
the Advisor and approving the form of this
Agreement;
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(d) The
Fund's Notification of Registration on Form N-8A and Registration
Statement as filed with the Securities and Exchange Commission (the
"Commission").
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4. The
Advisor shall keep
the Fund's books and records required to be maintained by it pursuant to
paragraph 2(e). The Advisor 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 to the Fund upon the Fund's
request. The Advisor further agrees to preserve for the periods
prescribed by Rule 31a-2 of the Commission under the 1940 Act any such
records as are required to be maintained by the Advisor with respect to the
Fund
by Rule 31a-1 of the Commission under the 1940 Act.
5. During
the term of this
Agreement the Advisor will pay all expenses incurred by it in connection with
its activities under this Agreement, other than the cost of securities and
investments purchased for the Fund (including taxes and brokerage commissions,
if any).
6. For
the services provided
and the expenses borne pursuant to this Agreement, the Fund will pay to the
Advisor as full compensation therefor a fee at an annual rate set forth on
Schedule A attached hereto. Such fee will be computed daily and
payable as agreed by the Fund and the Advisor, but no more frequently than
monthly.
7. The
Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by
the Fund in connection with the matters to which this Agreement relates, except
a loss resulting from a breach of 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 a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
8. This
Agreement shall
continue in effect with respect to the Fund for a period of one year from
December 31, 2001, and thereafter for only so long as such continuance is
specifically approved at least annually in conformity with the requirements
of
the 1940 Act; provided, however, that this Agreement may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote
of
a majority of all the Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund on 60 days' written notice to the
Advisor, or by the Advisor at any time, without the payment of any penalty,
on
90 days' written notice to the Fund. This Agreement will
automatically and immediately terminate in the event of its "assignment" (as
defined in the 1940 Act).
9. The
Advisor shall for all
purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Directors of the Fund
from time to time, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the
Fund.
10. This
Agreement may be
amended, with respect to the Fund, by mutual consent, but, to the extent
required by the 1940 Act, the consent of the Fund must be approved (a) by vote
of a majority of those Directors of the Fund 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 amendment, and (b) by vote of a
majority of the outstanding voting securities of the Fund.
11. Notices
of any kind to
be given to the Advisor by the Fund shall be in writing and shall be duly given
if mailed or delivered to the Advisor at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Funds Management, or at such other address or to
such individual as shall be specified by the Advisor to the
Fund. Notices of any kind to be given to the Fund by the Advisor
shall be in writing and shall be duly given if mailed or delivered to the Fund
c/o Washington Management Corporation, 0000 Xxxxxxx Xxxxxx X.X., Xxxxx 000,
Xxxxxxxxxx, X.X. 00000 or at such other address or to such individual as shall
be specified by the Fund to the Advisor.
12. This
Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original.
13. This
Agreement shall be
governed by and construed in accordance with the laws of the State of New
York.
IN
WITNESS WHEREOF,
the parties hereto have caused this instrument to be executed by their officers
designated below as of the 1st day of
March,
2007.
JPMORGAN
VALUE OPPORTUNITIES
FUND,
INC.
By:
Name:
Xxxxxxx X. Xxxxxx
Title: President
X.X.
XXXXXX INVESTMENT
MANAGEMENT
INC.
By:
Name:
Title:
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Schedule
A
JPMorgan
Value Opportunities Fund, Inc.
Investment
Advisory Fees
0.40%
of
average daily net assets, as determined pursuant to the applicable provisions
of
the Fund’s then current Registration Statement.
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