SERIES PORTFOLIO II
INVESTMENT ADVISORY AGREEMENT
Agreement, made this 1st day of October, 1998, between Series Portfolio II
(the "Trust"), a master trust organized under the law of the State of New York
and X.X. Xxxxxx Investment Management, Inc., a Delaware corporation (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 subtrusts or
series (each, a "Portfolio") and other future Portfolios 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 Portfolios 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 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 Investment Company Act of 1940, as amended (the "1940
Act"), and subject to the following understandings:
(a) the Advisor 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 Advisor shall use the same skill and care in the
management of each Portfolio'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 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 Advisor intends to seek best price and execution for
purchases and sales; the Advisor shall also determine whether the
Portfolio 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 Portfolios as well as
other customers of the Advisor, including any other of the Portfolios,
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 Portfolio;
(e) the Advisor shall maintain books and records with respect
to each Portfolio'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 Portfolios under this Agreement are not to be deemed exclusive,
and the Advisor shall be free to render similar services to others.
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 Portfolio'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 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 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 Portfolio 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 Portfolio (including
taxes and brokerage commissions, if any).
6. For the services provided and the expenses borne pursuant to this
Agreement, each Portfolio 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 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 for a period of more than two years from the Portfolio's commencement
of investment operations 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 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 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
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) by vote of a majority of the
outstanding voting securities of the Portfolio.
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. at 00 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxxxxxxx 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 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 1st day of October,
1998.
SERIES PORTFOLIO II
By: /s/ Xxxxxx X. Rio
Xxxxxx X. Rio
President
X.X. XXXXXX INVESTMENT MANAGEMENT, INC.
By: /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Vice President
Schedule A
Series Portfolio II
Investment Advisory Fees
The Treasury Money Market Portfolio (effective October 1, 1998)
.20% of the average daily net assets of the Portfolio up to $1 billion, .10% of
the average daily net assets of the Portfolio in excess of $ 1 billion
The Global Strategic Income Portfolio (effective October 28, 1998)
.45% of the average daily net assets of the Portfolio
