EXHIBIT (5)(K)
FORM OF
JPM SERIES TRUST II
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement, made as of the _____ day of
__________, 1996, between JPM Series Trust II, a Delaware Business Trust (the
"Trust"), and X.X. Xxxxxx Investment Management, Inc., a Delaware corporation
(the "Adviser").
WITNESSETH:
WHEREAS, the Trust is an open-end, management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Trust's series set forth in Schedule A hereto, as such
may be revised from time to time (each, a "Portfolio"), and the Adviser is
willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. The Trust hereby appoints the Adviser to act as investment
adviser to the Portfolios for the period and on the terms set forth in this
Agreement. The Adviser 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 Adviser shall manage the investment operations of each Portfolio and
the composition of the Portfolio's holdings of securities and investments,
including cash, the purchase, retention and disposition thereof and agreements
relating thereto, in accordance with the Portfolio'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 Portfolio, under the 1940 Act and subject to the following understandings:
(a) The Adviser shall furnish a continuous investment program
for each Portfolio and determine from time to time what investments or
securities will be purchased, retained, sold or lent by the Portfolio,
and what portion of the assets will be invested or held uninvested as
cash;
(b) The Adviser shall use the same skill and care in the
management of each Portfolio's investments as it uses in the management
of other accounts for which it has investment responsibility as agent;
(c) The Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Trust's Agreement and Declaration of Trust (such Agreement and
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 Adviser shall determine the securities to be purchased,
sold or lent by each Portfolio and as agent for the Portfolio 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 Adviser
intends to seek best price and execution for purchases and sales; the
Adviser also shall determine whether the Portfolio shall enter into
repurchase or reverse repurchase agreements;
On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of one of the Portfolios as well as
other customers of the Adviser, including any other of the Portfolios,
the Adviser 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 Adviser in the manner it considers
to be the most equitable and consistent with its fiduciary obligations
to the Portfolio;
(e) The Adviser shall maintain books and records with respect to
each Portfolio's securities transactions and shall render to the
Trustees of the Trust such periodic and special reports as the Trustees
may reasonably request; and
(f) The investment management services of the Adviser to any of
the Portfolios under this Agreement are not to be deemed exclusive, and
the Adviser shall be free to render similar services to others.
3. The Trust has delivered copies of each of the following
documents to the Adviser 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 Adviser and approving
the form of this Agreement; and
(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 Adviser shall keep each Portfolio's books and records
required to be maintained by it pursuant to paragraph 2(e) of this Agreement.
The Adviser agrees that all records which it maintains for any Portfolio are the
property of the Trust and it will promptly surrender any of such records to the
Trust upon the Trust's request. The Adviser 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 Adviser with respect to any
Portfolio by Rule 31a-1 of the Commission under the 1940 Act.
5. During the term of this Agreement, the Adviser 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 Portfolio
(including taxes and brokerage commissions, if any) and interest and other
borrowing costs.
6. For the services provided and the expenses borne pursuant to
this Agreement, each Portfolio will pay to the Adviser 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 Adviser,
but no more frequently than monthly.
7. The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by any Portfolio 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
Portfolio until the date set forth opposite such Portfolio's name on Schedule A
hereto (the "Reapproval Date"), and thereafter shall continue automatically for
successive annual periods ending on the day of each year set forth opposite the
Portfolio's name on Schedule A hereto (the "Reapproval Day"), provided such
continuance is specifically approved as to the Portfolio at least annually in
conformity with the requirements of the 1940 Act; provided, however, that this
Agreement may be terminated with respect to each Portfolio 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
Portfolio on 60 days' written notice to the Adviser or by the Adviser 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 Adviser 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
Portfolios.
10. This Agreement may be amended, with respect to any
Portfolio, 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) if required by
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.
11. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid (1) to the Adviser at X.X. Xxxxxx Investment
Management, Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Funds
Management, or (2) to the Trust at JPM Series Trust II addressed to its
principal place of business as provided to the Adviser, Attention: Treasurer.
12. The Trustees of the Trust have authorized the execution of
this Agreement in their capacity as Trustees and not individually, and the
Adviser agrees that neither the Trustees nor any officer or employee of the
Trust nor any Portfolio's investors nor any representative or agent of the Trust
or of the Portfolio(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 Portfolio(s), that such
Trustees, officers, employees, investors, 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.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
JPM SERIES TRUST II
By: ______________________
X.X. XXXXXX INVESTMENT
MANAGEMENT, INC.
By: _____________________
Schedule A
JPM SERIES TRUST II
Annual Fee As
A Percentage of
Average Daily
NAME OF PORTFOLIO NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
JPM Treasury Money Market Portfolio .20% __________, 1997 __________
JPM Bond Portfolio .30% __________, 1997 __________
JPM Equity Portfolio .40% __________, 1997 __________
JPM Small Company Portfolio .60% __________, 1997 __________
JPM International Equity Portfolio .60% __________, 1997 __________
