INVESTMENT ADVISORY AGREEMENT
BETWEEN
INVESTMENT SERVICES FOR EDUCATION ASSOCIATIONS
TRUST
AND
CADRE FINANCIAL SERVICES, INC.
Dated as of July 1, 1997
TABLE OF CONTENTS
Recitals 1
ARTICLE I
DELIVERY OF DOCUMENTS
Section 1.01 Documents Delivered 1
ARTICLE II
APPOINTMENT, DUTIES AND
COMPENSATION AS ADVISER
Section 2.01 Appointment as Adviser 2
Section 2.02 Services and Duties as Adviser 3
Section 2.03 Compensation as Adviser 3
ARTICLE III
LIMITATIONS OF LIABILITY
Section 3.01 Adviser s Liability Limitation 4
Section 3.02 Fund s Liability Limitation 4
ARTICLE IV
DURATION AND TERMINATION
Section 4.01 Term of Agreement 4
ARTICLE V
CONSULTATION AND RELIANCE
Section 5.01 Consultation with Counsel 6
Section 5.02 Reliance on Certificates 6
ARTICLE VI
MISCELLANEOUS
Section 6.01 Certain Relationships 6
Section 6.02 Certain Restrictions 7
Section 6.03 Third Parties 7
Section 6.04 Amendments 8
Section 6.05 Captions 8
Section 6.06 Severability 8
Section 6.07 Binding Effect 8
Section 6.08 Notices 9
Section 6.09 Entire Agreement 9
Section 6.10 Applicable Law 9
Section 6.11 Enforcement and Waiver 10
Section 6.12 Authorization 10
Section 6.13 Counterparts 10
Section 6.14 Books and Records 10
Section 6.15 Effectiveness
Execution 11
INVESTMENT SERVICES FOR EDUCATION ASSOCIATIONS
TRUST
INVESTMENT ADVISORY AGREEMENT
This Agreement, made as of the 1st day of July, 1997, by and
between Investment Services for Education Associations Trust, a
Delaware business trust (the Fund ), and Cadre Financial Services
Inc., a New York corporation ( Cadre or the Adviser ).
WHEREAS, The Fund desires to avail itself of the experience,
resources, advice and assistance of Cadre and to have Cadre
undertake the duties and responsibilities as investment adviser
hereinafter set forth, on behalf and subject to the supervision of the
Board of Trustees of the Fund, as provided herein; and
WHEREAS, Cadre is willing to undertake to render such investment
advisory services, subject to the supervision of the Board of Trustees,
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants hereinafter set forth and other good
and valuable consideration, the receipt of which is hereby
acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
ARTICLE I. DELIVERY OF DOCUMENTS
Section 1.01. Documents Delivered. Except as herein otherwise
provided, the Fund has delivered, or will cause to be delivered, to
Cadre properly certified or authenticated copies of each of the
following documents and will deliver to it all future amendments and
supplements thereto, if any:
(a)Amended and Restated Agreement of Trust of the Fund dated as of
December 11, 1996, (such document, as presently in effect and as the
same may be amended from time to time, is herein called the
Declaration of Trust );
(b)By-laws of the Fund (such By-laws, as presently in effect and as
amended from time to time, are herein called the By-Laws );
(c)Certified resolutions of the Board of Trustees of the Fund
authorizing the appointment of Cadre as the Investment Adviser of the
Fund and approving the form of this Agreement;
(d)Prospectus of the Fund (such Prospectus in its present form and as
the same may be amended or supplemented from time to time, is
herein called the Prospectus );
(e)Certified copy of the Administration Agreement, dated as of July 1,
1997, between the Fund and Cadre Financial Services, Inc.; and
(f)A certificate of the Secretary of the Fund setting forth the names
and specimen signatures of the individuals authorized at the time of
delivery of such certificate to act on behalf of the Fund in connection
with matters arising hereunder.
ARTICLE II. APPOINTMENT, DUTIES AND
COMPENSATION AS ADVISER
Section 2.01. Appointment as Adviser. The Fund hereby appoints
Cadre as the Adviser of the Fund on the terms and for the period set
forth in this Agreement, and Cadre hereby accepts such appointment
and agrees to perform the services and duties set forth in Section 2.02
hereof for the compensation provided in Section 2.03 hereof.
Section 2.02. Services and Duties as Adviser.
(a)The Adviser agrees, as more fully set forth herein, to act as the
investment adviser to the Fund with respect to the investment of its
assets. Subject to the direction and control of the Board of Trustees
of the Fund, the Adviser: (i) shall provide a continuous investment
program for the Fund, including investment research and management
with respect to all securities, investments, instruments and cash
equivalents (collectively investment instruments ) in the Fund; (ii)
shall determine what investment instruments shall be purchased,
retained or sold by the Fund; and (iii) shall arrange for the purchase
and the sale of investment instruments held in the portfolio of the
Fund.
(b)In performing its duties hereunder, the Adviser shall act in
conformity with the Declaration of Trust, the By-Laws and the
Prospectus of the Fund and with the instructions, guidelines,
procedures and directions of the Board of Trustees and shall conform
to, and comply with, all applicable federal and state laws and
regulations.
Section 2.03. Compensation as Adviser. For the services to be
rendered and the duties to be assumed by the Adviser pursuant to this
Agreement, the Fund will pay to the Adviser, and the Adviser agrees
to accept, as full compensation therefor, an annual investment
advisory fee computed daily and payable monthly and computed at
annual rate of 15 basis points (0.15%) of the Fund s average daily net
assets.
ARTICLE III. LIMITATIONS OF LIABILITY
Section 3.01 Adviser s Liability Limitation. The Adviser shall not be
liable for any error in 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 or a loss
resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties under this Agreement or for its
reckless disregard of its obligations and duties under this Agreement
or for its willful or negligent failure to take reasonable measures to
restrict investments of the fund property to those permitted by the
Fund investment policy, provided, however, that this Section 3.01
shall not limit the Adviser s liability to the Fund with respect to any
breaches by it of this Agreement.
Section 3.02. Fund s Liability Limitation. Reference is hereby made
to the Declaration of Trust which contains certain provisions limiting
the liability of the Board of Trustees, Shareholders, officers,
employees and agents of the Trust. The obligations of the Fund
created hereunder are not personally binding upon, nor shall resort be
had to the property of, any of the Board of Trustees, Shareholders,
officers, employees or agents of the Fund, and only that portion of the
Fund property necessary to satisfy the obligations of the Fund arising
hereunder shall be bound or affected by the operation of this
Agreement.
ARTICLE IV. DURATION AND TERMINATION
Section 4.01. Term of Agreement. Unless sooner terminated as
provided herein, this Agreement wil continue in effect until June 30,
1999. Thereafter, if not terminated, this Agreement shall continue in
effect for successive annual periods, provided such continuance is
specifically approved at least annually (a) by the vote of a majority of
those members of the Fund s Board of Trustees who are not interested
persons of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the
Fund s Board of Trustees or by vote of a majority of the outstanding
voting securities of the Fund. Notwithstanding the foregoing, this
Agreement may be terminated at any time, without the payment of
any penalty, by the Fund (by vote of the Fund s Board of Trustees or
by vote of a majority of the outstanding voting securities of the Fund),
or by the Adviser, on 60 days written notice. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms majority of the outstanding voting securities,
interested persons and assignment will have the same meaning as
the meaning of such terms in the Investment Company Act of 1940).
ARTICLE V. CONSULTATION AND RELIANCE
Section 5.01. Consultation with Counsel. The Adviser may consult
with reputable and experienced legal counsel (who may be counsel to
the Fund) concerning any question that may arise with reference to its
duties under this Agreement, and the opinion of such counsel shall be
full and complete protection in respect of any action taken or omitted
by the Adviser in good faith and in accordance with such opinion
provided such action meets the standards in Section 3.01.
Section 5.02. Reliance on Certificates. The Adviser shall not be
liable and subject to Section 3.01 shall be fully protected in relying
upon any notice, instrument, direction or other communication that
the Adviser reasonably believes (based on the most recent certificate
of the Secretary of the Fund that has been received by the Adviser
pursuant to paragraph (f) of Section 1.01 hereof) to have been given
by an individual who is authorized to act on behalf of the Fund. The
Fund agrees that it will supply the Adviser with certificates of the type
described in paragraph (f) of Section 1.01 hereof from time to time as
necessary to keep the information contained therein current, unless an
employee or an affiliate of the Adviser is a trustee or an officer of the
Fund in which case such certificates shall not be required by this
Agreement.
ARTICLE VI. MISCELLANEOUS
Section 6.01. Certain Relationships. Nothing in this Agreement shall
prevent the Adviser or any officer, director or employee thereof from
acting as investment adviser or manager for any other person, firm,
corporation or entity and shall not in any way limit or restrict the
Adviser or any of its directors, officers, partners or employees or any
of its affiliates directors, officers, partners or employees from
buying, selling or trading any investment instruments for its or their
own accounts or the accounts of others (including without limitation
other Funds) for whom it or they may be acting; provided, however,
that the Adviser expressly represents that it will undertake no
activities which in its judgment, will materially adversely affect the
performance of its obligations to the Fund under this Agreement.
Directors, officers, partners, employees and agents of the Advisor or
of affiliated persons of the Adviser may serve as officers, employees
or agents of the Fund.
Section 6.02. Certain Restrictions.
(a) Anything in this Agreement to the contrary
notwithstanding, the Adviser shall refrain from any action which
would violate any law, rule or regulation of any governmental body or
agency having jurisdiction over the Fund or its Shareholders or which
would not be permitted by the Fund s Prospectus, Declaration of
Trust or By-Laws or by guidelines, procedures, or other directions of
the Fund s Board of Trustees.
(b) Without limiting the generality of the foregoing
paragraph, the Adviser shall not recommend, or arrange for, the
purchase by the Fund of any investment instrument which is not a
permitted purchase or the purchase or acquisition of which would
constitute a violation of the investment restrictions applicable to the
Fund set forth in the Prospectus.
Section 6.03. Third Parties. When dealing with third parties
on behalf of the Fund in connection with the execution of investment
transactions and other matters, the Adviser shall include such recitals
in written documents as may be reasonably requested by the Fund
pursuant to the provisions of the Prospectus and Declaration of Trust
regarding the limitation of liability of the Board of Trustees,
Shareholders, officers, employees and agents of the Fund to third
parties.
Section 6.04. Amendments. This Agreement shall not be
modified or amended without the consent of each party hereto, which
consent must be evidenced by an instrument in writing executed by
each party hereto, or by their respective successors or permitted
assigns.
Section 6.05. Captions. The captions in this Agreement are
included for convenience of reference only and shall in no way define
or limit any of the provisions hereof or otherwise affect their
construction or effect.
Section 6.06. Severability. If any provision of this
Agreement shall be held invalid under any applicable statute or
regulation or by a decision of a court of competent jurisdiction, such
invalidity shall not affect any other provision of this Agreement that
can be given effect without the invalid provision, and, to this end, the
provisions hereof are severable.
Section 6.07. Binding Effect. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and,
subject to Section 4.01, their respective successors and permitted
assigns.
Section 6.08. Notices. Notices or consents of any kind
required or permitted under this Agreement shall be in writing and
shall be deemed duly delivered if delivered in person or if mailed by
certified mail, return receipt requested or telegraph, postage prepaid
to the appropriate party as follows:
A. If to the Fund:
Xx. Xxx X. Xxxxxx
Association of School Business Officials International
00000 Xxxxx Xxxxx Xxxxx,
Xxxxxx, XX 00000
with a copy to;
Xxxxxxx X. Xxxxxx, Esquire
Drinker Xxxxxx & Xxxxx LLP
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
B. If to the Adviser:
Xxxxxxx X. Xxxxxxxx, Esq.
Cadre Financial Services, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
or at such other address or to the attention of such other individual as
shall be specified by the respective parties hereto by written notice
hereunder.
Section 6.09. Entire Agreement. This Agreement, and the
documents delivered pursuant hereto, constitute the entire agreement
between the parties hereto with respect to the subject matter hereof.
Section 6.10. Applicable Law. This Agreement shall be
deemed to have been executed in the State of Delaware and the
substantive laws of the State of Delaware shall govern the construction
of this Agreement and the rights and remedies of the respective
parties hereto.
Section 6.11. Enforcement and Waiver. Each party hereto
shall have the right at all times to enforce the provisions of this
Agreement in strict accordance with the terms hereof, notwithstanding
any conduct or custom on the part of such party in refraining from so
doing at any time or times. The failure of a party hereto at any time
or times to enforce its rights under such provisions, strictly in
accordance with the same, shall not be construed as having created a
custom in any way or manner contrary to specific provisions of this
Agreement or as having in any way or manner modified or waived the
same. All rights and remedies of the respective parties hereto are
cumulative and concurrent and the exercise of one right or remedy
shall not be deemed a waiver or release of any other right or remedy.
Section 6.12. Authorization. This Agreement has been duly
authorized, executed and delivered by the parties hereto and
constitutes a legal, valid and binding obligation of such parties,
enforceable in accordance with its terms. Each individual signatory
hereto represents and warrants that he is duly authorized to execute
this Agreement on behalf of his organization.
Section 6.13. Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute but one and
the same instrument.
Section 6.14. Books and Records. In compliance with the
requirements of Rule 31a-3 of the Rules under the Investment
Company Act of 1940, the Adviser hereby agrees that all records
which it maintains for the Fund are the property of the Fund and
further agrees to surrender promptly to the Fund any of such records
upon the Fund s request. The Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 the records required to be
maintained by Rule 31a-1 of the Rules.
Section 6.15. Effectiveness. This Agreement shall take
effect as of the date first above written.
IN WITNESS WHEREOF, the parties hereto have caused
this Investment Advisory Agreement to be executed by their officers
designated below as of the day and year first above written and
confirmed the day and year written below.
Investment Services for Education Associations Trust
by:
Cadre Financial Services, Inc.
by:
PHTRANS:143183_3.WP5
PHTRANS:143183_3.WP5
