1838 INVESTMENT ADVISORS FUNDS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made by and between 1838 INVESTMENT ADVISORS FUNDS, a Delaware
business trust (hereinafter called the "Trust"), on behalf of 1838 INTERNATIONAL
EQUITY FUND (the "Fund"), and 1838 INVESTMENT ADVISORS, LLC, a Delaware limited
liability company (hereinafter called the "Investment Adviser").
W I T N E S S E T H:
WHEREAS, the Trust has been organized and operates as an investment company
registered under the Investment Company Act of 1940 (the "1940 Act") and engages
in the business of investing and reinvesting its assets in securities, and the
Investment Adviser is a registered Investment Adviser under the Investment
Advisers Act of 1940 (the "Advisers Act") and engages in the business of
providing investment management services; and
WHEREAS, the Trust has selected the Investment Adviser to serve as the
investment adviser for the Fund; and
WHEREAS, the Investment Adviser has served as investment adviser to the
Fund since July 31, 1998, while operating as a Delaware corporation under the
name "1838 Investment Advisors, Inc.;" and
WHEREAS, the Investment Advisor changed its form of organization from a
Delaware corporation to a Delaware limited liability company effective December
31, 2000, and changed its name to 1838 Investment Advisors, LLC to reflect the
change in form of organization; and
WHEREAS, the change in the Investment Adviser's form of organization does
not constitute a change in control of the Investment Adviser; and
WHEREAS, a majority of the members of the Board of Trustees of the Trust,
including a majority of the independent Trustees, at an in-person Board of
Trustees meeting held on December 14, 2000, called for the purpose of voting on
approval of this Agreement, approved the change in the Investment Adviser's form
of organization, the change in the Investment Adviser's name, and this Agreement
which reflects the Investment Adviser's new name, and contains terms
substantially identical to the terms of the Investment Advisory Agreement
between the Trust on behalf of the Fund and the Investment Adviser dated July
31, 1998, such approval of this Agreement to be effective as of December 31,
2000.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Trust on behalf of the Fund hereby employs the Investment Adviser to
manage the investment and reinvestment of the Fund's assets and to administer
its affairs, subject to the direction of the Board of Trustees and officers of
the Trust for the period and on the terms hereinafter set forth. The Investment
Adviser hereby accepts such employment and agrees during such period to render
the services and assume the obligations herein set forth for the compensation
herein provided. The Investment Adviser shall for all purposes herein, be deemed
to be an independent contractor, and shall, unless otherwise expressly provided
and authorized, have no authority to act for or to represent the Trust or the
Fund in any way, or in any way be deemed an agent of the Trust or the Fund. The
Investment Adviser shall regularly make
-2-
decisions as to what securities to purchase and sell on behalf of the Fund and
shall record and implement such decisions and shall furnish the Board of
Trustees of the Trust with such information and reports regarding the Fund's
investments as the Investment Adviser deems appropriate or as the Trustees of
the Trust may reasonably request. Subject to compliance with the requirements of
the 1940 Act, the Investment Adviser may retain as a sub-adviser to the Fund, at
the Investment Adviser's own expense, any investment adviser registered under
the Advisers Act.
2. The Fund shall conduct its own business and affairs and shall bear the
expenses and salaries necessary and incidental thereto including, but not in
limitation of the foregoing, the costs incurred in: the maintenance of its
corporate existence; the maintenance of its own books, records and procedures;
dealing with its own shareholders; the payment of dividends; transfer of stock,
including issuance, redemption and repurchase of shares; preparation of share
certificates; reports and notices to shareholders; calling and holding of
shareholders meetings; miscellaneous office expenses; brokerage commissions;
custodian fees; legal and accounting fees; and taxes. Officers and employees of
the Investment Adviser may be trustees, directors, officers and employees of the
funds of which the Investment Adviser serves as investment adviser. Officers and
employees of the Investment Adviser who are trustees, officers and/or employees
of the Trust shall not receive any compensation from the Trust for acting in
such dual capacity.
-3-
In the conduct of the respective businesses of the parties hereto and in
the performance of this Agreement, the Trust and Investment Adviser may share
facilities common to each, with appropriate proration of expenses between them.
3. (a) The Investment Adviser shall place and execute Fund orders for the
purchase and sale of portfolio securities with broker-dealers. Subject to the
primary objective of obtaining the best available prices and execution, the
Investment Adviser will place orders for the purchase and sale of portfolio
securities for the Fund with such broker-dealers as it may select from time to
time, including brokers who provide statistical, factual and financial
information and services to the Fund, to the Investment Adviser, or to any other
fund for which the Investment Adviser provides investment advisory services
and/or with broker-dealers who sell shares of the Fund or who sell shares of any
other fund for which the Investment Adviser provides investment advisory
services. Broker-dealers who sell shares of the funds of which the Investment
Adviser is investment adviser, shall only receive orders for the purchase or
sale of portfolio securities to the extent that the placing of such orders is in
compliance with the Rules of the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and subject to
such policies and procedures as may be adopted by the Board of Trustees and
officers of the Trust, the Investment Adviser is authorized to pay a member of
an exchange, broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an exchange,
broker or dealer would have charged for effecting that transaction, in such
instances where the Investment Adviser has determined in good faith
-4-
that such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such member, broker or dealer,
viewed in terms of either that particular transaction or the Investment
Adviser's overall responsibilities with respect to the Fund and to other funds
for which the Investment Adviser exercises investment discretion.
4. As compensation for the services to be rendered to the Fund by the
Investment Adviser under the provisions of this Agreement, the Trust on behalf
of the Fund shall pay to the Investment Adviser from the Fund's assets an annual
fee equal to .75% of the daily average net assets of the Fund, payable on a
monthly basis, subject to reduction to the extent necessary to comply with the
most stringent limits prescribed by any state in which the Fund's shares are
offered for sale.
If this Agreement is terminated prior to the end of any calendar month, the
management fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days, during which the Agreement is in effect, bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
5. The services to be rendered by the Investment Adviser to the Trust on
behalf of the Fund under the provisions of this Agreement are not to be deemed
to be exclusive, and the Investment Adviser shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby.
6. The Investment Adviser, its officers, employees, and agents may engage
in other businesses, may render investment advisory services to other investment
companies, or to
-5-
any other corporation, association, firm or individual, and may render
underwriting services to the Trust on behalf of the Fund or to any other
investment company, corporation, association, firm or individual.
7. In the absence of willful misfeasance, bad faith, gross negligence, or a
reckless disregard of the performance of duties of the Investment Adviser to the
Fund, the Investment Adviser shall not be subject to liabilities to the Fund or
to any shareholder of the Fund for any action or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, or otherwise.
8. The Trust agrees that, in the event that the Investment Adviser ceases
to be the Fund's investment adviser for any reason, the Trust will (unless the
Investment Adviser otherwise agrees in writing) promptly take all necessary
steps to propose to the Fund's shareholders at the next regular meeting that the
Fund change to a name not including the word "1838." The Trust agrees that the
word "1838" in the Fund's name is derived from the name of the Investment
Adviser and is the property of the Investment Adviser for copyright and all
other purposes and that therefore such word may be freely used by the Investment
Adviser as to other investment activities or other investment products.
9. This Agreement shall be executed and become effective as of the date
written below. It may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of Trustees
or by vote of a majority of the outstanding voting securities of the Fund and
only if the terms and the renewal hereof have been
-6-
approved by the vote of a majority of the Trustees of the Trust who are not
parties hereto or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. No amendment to this
Agreement shall be effective unless the terms thereof have been approved by the
vote of a majority of the outstanding voting securities of the Fund and by the
vote of a majority of Trustees of the Trust who are not parties to the Agreement
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated by the Trust at any time, without the payment of a
penalty, on sixty days' written notice to the Investment Adviser of the Trust's
intention to do so, pursuant to action by the Board of Trustees of the Trust or
pursuant to a vote of a majority of the outstanding voting securities of the
Fund. The Investment Adviser may terminate this Agreement at any time, without
the payment of penalty on sixty days' written notice to the Trust of its
intention to do so. Upon termination of this Agreement, the obligations of all
the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination, and except for the obligation of the Trust
to pay to the Investment Adviser the fee provided in Paragraph 4 hereof,
prorated to the date of termination. This Agreement shall automatically
terminate in the event of its assignment.
10. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
-7-
11. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities"; "interested persons"; and "assignment" shall
have the meaning defined in the 1940 Act.
-8-
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to
be affixed and duly attested and their presents to be signed by their duly
authorized officers as of December 31, 2000.
Attest: 1838 INVESTMENT ADVISORS FUNDS
/s/ Xxxx X. Xxxxxxxxxx By: /s/ X. Xxxxxxx Xxxxx
---------------------- X. Xxxxxxx Xxxxx
Xxxx X. Xxxxxxxxxx President, Chairman & Trustee
Attest: 1838 INVESTMENT ADVISORS, LLC
/s/ Xxxx X. Xxxxxxxxxx By: /s/ X. Xxxxxxx Xxxxx
---------------------- X. Xxxxxxx Xxxxx
Xxxx X. Xxxxxxxxxx President & Director
-9-
