Exhibit 5
JPM SERIES TRUST
INVESTMENT ADVISORY AGREEMENT
Agreement, made this 10th day of October, 1996, between JPM Series
Trust, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust") and Xxxxxx Guaranty Trust Company of
New York, a New York trust company authorized to conduct a general banking
business (the "Advisor"),
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust desires to retain the Advisor to render investment
advisory services to the Trust's existing separate and distinct series (each, a
"Fund") and other future Funds as agreed to from time to time between the Trust
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 Trust hereby appoints the Advisor to act as investment
adviser to the Funds 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 Trustees of the
Trust, the Advisor shall manage the investment operations of each 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 Trust's registration statement on Form N-1A, as such may be
amended from time to time (the "Registration Statement"), with respect to the
Fund, under the 1940 Act, as amended and subject to the following
understandings:
(a) the Advisor shall furnish a continuous investment program
for each 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;
(b) the Advisor shall use the same skill and care in the
management of each Fund's investments as it uses in the administration
of other accounts for which it has investment responsibility as agent;
(c) the Advisor, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Trust's Declaration of Trust (such Declaration of Trust, as presently
in effect and as amended from time to time, is herein called the
"Declaration of Trust"), the Trust'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 Trustees of the Trust and will conform to and
comply with the requirements of the 1940 Act and all other applicable
federal and state laws and regulations;
(d) the Advisor shall determine the securities to be
purchased, sold or lent by each 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;
On occasions when the Advisor deems the purchase or sale of a
security to be in the best interest of one of the Funds as well as
other customers of the Advisor, including any other of the Funds, 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;
(e) the Advisor shall maintain books and records with respect
to each Fund's securities transactions and shall render to the Trust's
Trustees such periodic and special reports as the Trustees may
reasonably request; and
(f) the investment management services of the Advisor to any
of the Funds 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 Trust 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:
(a) The Declaration of Trust;
(b) The By-Laws;
(c) Certified resolutions of the Trustees of the Trust
authorizing the appointment of
the Advisor and approving the form of this Agreement;
(d) The Trust's Notification of Registration on Form N-8A and
Registration Statement as filed with the Securities and Exchange
Commission (the "Commission").
4. The Advisor shall keep each 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 any Fund are the property of the Trust
and it will promptly surrender any of such records to the Trust upon the Trust'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 any 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 a Fund
(including taxes and brokerage commissions, if any).
6. For the services provided and the expenses borne pursuant
to this Agreement, each 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 Trust 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 any 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
each Fund for a period of more than two years from the Fund's commencement of
investment operations only so long as such continuance is specifically approved
at least annually in
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conformity with the requirements of the
1940 Act; provided, however, that this Agreement may be terminated with respect
to each Fund at any time, without the payment of any penalty, by vote of a
majority of all the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of that 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 Trust. 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 Trustees of the Trust from time to time, have no authority
to act for or represent the Trust in any way or otherwise be deemed an agent of
the Funds.
10. This Agreement may be amended, with respect to any Fund,
by mutual consent, but the consent of the Trust must be approved (a) by 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 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
Trust shall be in writing and shall be duly given if mailed or delivered to the
Advisor at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Funds
Management, or at such other address or to such other individual as shall be
specified by the Advisor to the Trust. Notices of any kind to be given to the
Trust by the Advisor shall be in writing and shall be duly given if mailed or
delivered to the Trust c/o Funds Distributor, Inc., 00 Xxxxx Xxxxxx, Xxxxx 0000,
Xxxxxx, XX 00000 or at such other address or to such other individual as shall
be specified by the Trust to the Advisor.
12. The Trustees of the Trust have authorized the execution of
this Agreement in their capacity as Trustees and not individually, and the
Advisor agrees that neither the Trustees nor any officer or employee of the
Trust nor any Fund's shareholders nor any representative or agent of the Trust
or of the Fund(s) shall be personally liable upon, or shall resort be had to
their private property for the satisfaction of, obligations given, executed or
delivered on behalf of or by the Trust or the Fund(s), that such Trustees,
officers, employees, shareholders, representatives and agents shall not be
personally liable hereunder, and that it shall look solely to the trust property
for the satisfaction of any claim hereunder.
13. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
14. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the __ day of
_______, 1996.
JPM SERIES TRUST
By:
Name:
Title:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By:
Name:
Title:
JPM268B
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SCHEDULE A
JPM Series Trust
Investment Advisory Fees
California Bond Fund
.30% of the average daily net assets of the Fund
Tax Aware Equity Fund
.45% of the average daily net assets of the Fund
Tax Aware Disciplined Equity Fund
.35% of the average daily net assets of the Fund
Approved October __, 1996
