▇▇▇▇ ▇▇▇▇▇▇▇ REAL ESTATE FUND
(a series of ▇▇▇▇ ▇▇▇▇▇▇▇ Series Trust)
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
November 1, 1999
▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Investment Management Contract
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Ladies and Gentlemen:
▇▇▇▇ ▇▇▇▇▇▇▇ Series Trust (the "Trust"), of which ▇▇▇▇
▇▇▇▇▇▇▇ Real Estate Fund (the "Fund") is a series, has been
organized as a business trust under the laws of The Commonwealth
of Massachusetts to engage in the business of an investment
company. The Trust's shares of beneficial interest, no par
value, may be divided into series, each series representing the
entire undivided interest in a separate portfolio of assets.
This Agreement relates solely to the Fund.
The Board of Trustees of the Trust (the "Trustees") has
selected ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, Inc. (the "Adviser") to provide
overall investment advice and management for the Fund, and to
provide certain other services, as more fully set forth below,
and the Adviser is willing to provide such advice, management
and services under the terms and conditions hereinafter set
forth.
Accordingly, the Adviser and the Trust, on behalf of the
Fund, agree as follows:
1. DELIVERY OF DOCUMENTS. The Trust has furnished the
Adviser with copies, properly certified or otherwise
authenticated, of each of the following:
(a) Declaration of Trust dated September 10, 1996, as
amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Fund and approving the form
of this Agreement;
(d) The Trust's Code of Ethics.
The Trust will furnish to the Adviser from time to time
copies, properly certified or otherwise authenticated, of all
amendments of or supplements to the foregoing, if any.
2. INVESTMENT AND MANAGEMENT SERVICES. The Adviser will use
its best efforts to provide to the Fund continuing and suitable
investment programs with respect to investments, consistent with
the investment objectives, policies and restrictions of the
Fund. In the performance of the Adviser's duties hereunder,
subject always (x) to the provisions contained in the documents
delivered to the Adviser pursuant to Section 1, as each of the
same may from time to time be amended or supplemented, and
(y) to the limitations set forth in the Fund's then-current
Prospectus and Statement of Additional Information included in
the registration statement of the Trust as in effect from time
to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the
Adviser will, at its own expense:
(a) furnish the Fund with advice and recommendations,
consistent with the investment objectives, policies and
restrictions of the Fund, with respect to the purchase,
holding and disposition of portfolio securities, alone
or in consultation with any subadviser or subadvisers
appointed pursuant to this Agreement and subject to the
provisions of any sub-investment management contract
respecting the responsibilities of such subadviser or
subadvisers;
(b) advise the Fund in connection with policy decisions to
be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested,
furnish the Fund with research, economic and statistical
data in connection with the Fund's investments and
investment policies;
(c) provide administration of the day-to-day investment
operations of the Fund;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably
request;
(e) assist the Fund in any negotiations relating to the
Fund's investments with issuers, investment banking
firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with the provisions of Section 7 of this
Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or dealers
selected by the Adviser, PROVIDED that in connection
with the placing of such orders and the selection of
such brokers or dealers the Adviser shall seek to obtain
execution and pricing within the policy guidelines
determined by the Trustees and set forth in the
Prospectus and Statement of Additional Information of
the Fund as in effect from time to time;
(g) provide office space and office equipment and supplies,
the use of accounting equipment when required, and
necessary executive, clerical and secretarial personnel
for the administration of the affairs of the Fund;
(h) from time to time or at any time requested by the
Trustees, make reports to the Fund of the Adviser's
performance of the foregoing services and furnish advice
and recommendations with respect to other aspects of the
business and affairs of the Fund;
(i) maintain all books and records with respect to the
Fund's securities transactions required by the 1940 Act,
including subparagraphs (b)(5), (6), (9) and (10) and
paragraph (f) of Rule 31a-1 thereunder (other than those
records being maintained by the Fund's custodian or
transfer agent) and preserve such records for the
periods prescribed therefor by Rule 31a-2 of the 1940
Act (the Adviser agrees that such records are the
property of the Fund and will be surrendered to the Fund
promptly upon request therefor);
(j) obtain and evaluate such information relating to
economies, industries, businesses, securities markets
and securities as the Adviser may deem necessary or
useful in the discharge of the Adviser's duties
hereunder;
(k) oversee, and use the Adviser's best efforts to assure
the performance of the activities and services of the
custodian, transfer agent or other similar agents
retained by the Fund;
(l) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and
transfer of payment of cash for the account of the Fund;
and
(m) appoint and employ one or more subadvisers satisfactory
to the Fund under sub-investment management agreements.
3. EXPENSES PAID BY THE ADVISER. The Adviser will pay:
(a) the compensation and expenses of all officers and
employees of the Trust;
(b) the expenses of office rent, telephone and other
utilities, office furniture, equipment, supplies and
other expenses of the Fund; and
(c) any other expenses incurred by the Adviser in connection
with the performance of its duties hereunder.
4. EXPENSES OF THE FUND NOT PAID BY THE ADVISER. The
Adviser will not be required to pay any expenses which this
Agreement does not expressly make payable by it. In particular,
and without limiting the generality of the foregoing but subject
to the provisions of Section 3, the Adviser will not be required
to pay under this Agreement:
(a) any and all expenses, taxes and governmental fees
incurred by the Trust or the Fund prior to the effective
date of this Agreement;
(b) without limiting the generality of the foregoing clause
(a), the expenses of organizing the Trust and the Fund
(including without limitation, legal, accounting and
auditing fees and expenses incurred in connection with
the matters referred to in this clause (b)), of
initially registering shares of the Trust under the
Securities Act of 1933, as amended, and of qualifying
the shares for sale under state securities laws for the
initial offering and sale of shares;
(c) the compensation and expenses of Trustees who are not
interested persons (as used in this Agreement, such term
shall have the meaning specified in the ▇▇▇▇ ▇▇▇) of the
Adviser and of independent advisers, independent
contractors, consultants, managers and other
unaffiliated agents employed by the Fund other than
through the Adviser;
(d) legal, accounting, financial management, tax and
auditing fees and expenses of the Fund (including an
allocable portion of the cost of its employees rendering
such services to the Fund);
(e) the fees and disbursements of custodians and
depositories of the Fund's assets, transfer agents,
disbursing agents, plan agents and registrars;
(f) taxes and governmental fees assessed against the Fund's
assets and payable by the Fund;
(g) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Fund;
(h) brokers' commissions and underwriting fees;
(i) the expense of periodic calculations of the net asset
value of the shares of the Fund; and
(j) insurance premiums on fidelity, errors and omissions and
other coverages.
5. COMPENSATION OF THE ADVISER. For all services to be
rendered, facilities furnished and expenses paid or assumed by
the Adviser as herein provided, the Adviser shall be entitled to
a fee, paid monthly in arrears, at an annual rate equal to 0.80%
of the average daily net asset value of the Fund.
The "average daily net assets" of the Fund shall be
determined on the basis set forth in the Fund's Prospectus or
otherwise consistent with the 1940 Act and the regulations
promulgated thereunder. The Adviser will receive a pro rata
portion of such monthly fee for any periods in which the Adviser
serves as investment adviser to the Fund for less than a full
month. On any day that the net asset value calculation is
suspended as specified in the Fund's Prospectus, the net asset
value for purposes of calculating the advisory fee shall be
calculated as of the date last determined.
In addition, the Adviser may agree not to impose all or a
portion of its fee (in advance of the time its fee would
otherwise accrue) and/or undertake to make any other payments or
arrangements necessary to limit the Fund's expenses to any level
the Adviser may specify. Any fee reduction or undertaking shall
constitute a binding modification of this Agreement while it is
in effect but may be discontinued or modified prospectively by
the Adviser at any time.
6. OTHER ACTIVITIES OF THE ADVISER AND ITS AFFILIATES.
Nothing herein contained shall prevent the Adviser or any
affiliate or associate of the Adviser from engaging in any other
business or from acting as investment adviser or investment
manager for any other person or entity, whether or not having
investment policies or portfolios similar to the Fund's; and it
is specifically understood that officers, directors and
employees of the Adviser and those of its parent company, ▇▇▇▇
▇▇▇▇▇▇▇ Mutual Life Insurance Company, or other affiliates may
continue to engage in providing portfolio management services
and advice to other investment companies, whether or not
registered, to other investment advisory clients of the Adviser
or of its affiliates and to said affiliates themselves.
The Adviser shall have no obligation to acquire with
respect to the Fund a position in any investment which the
Adviser, its officers, affiliates or employees may acquire for
its or their own accounts or for the account of another client,
if, in the sole discretion of the Adviser, it is not feasible or
desirable to acquire a position in such investment on behalf of
the Fund. Nothing herein contained shall prevent the Adviser
from purchasing or recommending the purchase of a particular
security for one or more funds or clients while other funds or
clients may be selling the same security.
7. AVOIDANCE OF INCONSISTENT POSITION. In connection with
purchases or sales of portfolio securities for the account of
the Fund, neither the Adviser nor any of its investment
management subsidiaries, nor any of the Adviser's or such
investment management subsidiaries' directors, officers or
employees will act as principal or agent or receive any
commission, except as may be permitted by the 1940 Act and rules
and regulations promulgated thereunder. If any occasions shall
arise in which the Adviser advises persons concerning the shares
of the Fund, the Adviser will act solely on its own behalf and
not in any way on behalf of the Fund. Nothing herein contained
shall limit or restrict the Adviser or any of its officers,
affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts.
8. NO PARTNERSHIP OR JOINT VENTURE. Neither the Trust, the
Fund nor the Adviser are partners of or joint venturers with
each other and nothing herein shall be construed so as to make
them such partners or joint venturers or impose any liability as
such on any of them.
9. NAME OF THE TRUST AND THE FUND. The Trust and the Fund
may use the name "▇▇▇▇ ▇▇▇▇▇▇▇" or any name or names derived
from or similar to the names "▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, Inc." or
"▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company" only for so long as
this Agreement remains in effect. At such time as this
Agreement shall no longer be in effect, the Trust and the Fund
will (to the extent that they lawfully can) cease to use such a
name or any other name indicating that the Fund is advised by or
otherwise connected with the Adviser. The Fund acknowledges
that it has adopted the name ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Fund
through permission of ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance
Company, a Massachusetts insurance company, and agrees that ▇▇▇▇
▇▇▇▇▇▇▇ Mutual Life Insurance Company reserves to itself and any
successor to its business the right to grant the nonexclusive
right to use the name "▇▇▇▇ ▇▇▇▇▇▇▇" or any similar name or
names to any other corporation or entity, including but not
limited to any investment company of which ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual
Life Insurance Company or any subsidiary or affiliate thereof
shall be the investment adviser.
10. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser
shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Trust in connection with the
matters to which this Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the
part of the Adviser in the performance of its duties or from
reckless disregard by it of its obligations and duties under
this Agreement. Any person, even though also employed by the
Adviser, who may be or become an employee of and paid by the
Trust shall be deemed, when acting within the scope of his
employment by the Fund, to be acting in such employment solely
for the Trust and not as the Adviser's employee or agent.
11. DURATION AND TERMINATION OF THIS AGREEMENT. This
Agreement shall remain in force until June 30, 2000, and from
year to year thereafter, but only so long as such continuance is
specifically approved at least annually by (a) a majority of the
Trustees who are not interested persons of the Adviser or (other
than as Board members) of the Fund, cast in person at a meeting
called for the purpose of voting on such approval, and (b)
either (i) the Trustees or (ii) a majority of the outstanding
voting securities of the Fund. This Agreement may, on 60 days'
written notice, be terminated at any time without the payment of
any penalty by the vote of a majority of the outstanding voting
securities of the Fund, by the Trustees or by the Adviser.
Termination of this Agreement shall not be deemed to terminate
or otherwise invalidate any provisions of any contract between
the Adviser and any other series of the Trust. This Agreement
shall automatically terminate in the event of its assignment.
In interpreting the provisions of this Section 11, the
definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "assignment," "interested
person" and "voting security") shall be applied.
12. AMENDMENT OF THIS AGREEMENT. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment, transfer, assignment,
sale, hypothecation or pledge of this Agreement shall be
effective until approved by (a) the Trustees, including a
majority of the Trustees who are not interested persons of the
Adviser or (other than as Trustees) of the Fund, cast in person
at a meeting called for the purpose of voting on such approval,
and (b) a majority of the outstanding voting securities of the
Fund, as defined in the 1940 Act.
13. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of The Commonwealth of
Massachusetts.
14. SEVERABILITY. The provisions of this Agreement are
independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue
of the fact that for any reason any other or others of them may
be deemed invalid or unenforceable in whole or in part.
15. MISCELLANEOUS. The captions in this Agreement are
included for convenience of reference only and in no way define
or limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall
constitute one and the same instrument. The name ▇▇▇▇ ▇▇▇▇▇▇▇
Real Estate Fund is a series designation of the Trustees under
the Trust's Declaration of Trust. The Declaration of Trust has
been filed with the Secretary of State of The Commonwealth of
Massachusetts. The obligations of the Fund are not personally
binding upon, nor shall resort be had to the private property
of, any of the Trustees, shareholders, officers, employees or
agents of the Trust, but only upon the Fund and its property.
The Fund shall not be liable for the obligations of any other
series of the Trust and no other series shall be liable for the
Fund's obligations hereunder.
Yours very truly,
▇▇▇▇ ▇▇▇▇▇▇▇ SERIES TRUST
on behalf of ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate
Fund
By:________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
The foregoing contract
is hereby agreed to as
of the date hereof.
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, INC.
By:________________________________
▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Secretary
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