INVESTMENT ADVISORY AGREEMENT
BETWEEN
STATE STREET BANK AND TRUST COMPANY
AND
THE SEVEN SEAS SERIES FUND
This Agreement is made as of this 12th day of April, 1988, between The Seven
Seas Series Fund, a Massachusetts business trust (the "Investment Company"), and
State Street Bank and Trust Company, a Massachusetts bank (the "Adviser").
WHEREAS, the Investment Company is an open-end, diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), currently consisting of one portfolio series, having
its own investment policies; and
WHEREAS, State Street Bank and Trust Company ("State Street") is a Massachusetts
bank, and is in the business of providing, among other things, fiduciary and
investment advisory services; and
WHEREAS, the Investment Company desires to retain the Adviser to render
investment advisory services to the Investment Company with respect to the
existing Fund and possibly such other funds as the Investment Company and the
Adviser may agree upon ("Fund"), and the Adviser is willing to render such
services;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
Investment Company and Adviser agree as follows:
1. APPOINTMENT OF ADVISER.
(a) Initial Fund: The Investment Company hereby appoints the Adviser to
act as investment adviser to the Fund 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. The
Investment Company warrants that the Adviser has been duly appointed to act
hereunder.
(b) Additional Funds: In the event that the Investment Company
establishes one or more Funds other than the Initial Fund with respect to which
it desires to retain the Adviser to render investment advisory services
hereunder, it shall so notify the Adviser in writing, indicating the advisory
fee to be payable with respect to the additional Fund. If the Adviser is
willing to render such services, it shall so notify the Investment Company in
writing, whereupon such Fund shall become a Fund hereunder. In such event a
writing signed by both the Investment Company and the Adviser shall be annexed
hereto as a part hereof indicating that such additional Fund has become a Fund
hereunder and reflecting the agreed-upon fee schedule for such Fund.
-1-
2. ADVISORY DUTIES. Subject to the supervision of the Board of Trustees of
the Investment Company, the Adviser shall manage the investment operations and
the composition of the Fund, including the purchase, retention and disposition
thereof, in accordance with the Fund's investment objective and policies as
stated in the Investment Company's Registration Statement. The Adviser is
authorized to engage one or more sub-advisers in connection with the Adviser's
duties under this Agreement, which sub-advisers may be affiliates of the
Manager. The Adviser's duties hereunder are subject to the following
understandings:
(a) The Adviser shall provide supervision of investments, furnish a
continuous investment program for the Fund, determine from time to time what
investments or securities will be purchased, retained or sold by the Fund, and
what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Master Trust Agreement, By-Laws
and Registration Statement of the Investment Company and with the instructions
and directions of the Board of Trustees of the Investment Company, provided,
however, the Adviser shall not be responsible for acting contrary to any of the
foregoing that are changed without notice of such change to the Adviser; and the
Adviser shall conform to and comply with the applicable requirements of the 1940
Act and all other applicable federal or state laws and regulations;
(c) The Adviser shall promptly communicate to the officers and Trustees of
the Investment Company such information relating to Fund transactions as they
may reasonably request. On occasions when the Adviser deems the purchase or
sale of a security to be in the best interest of a Fund as well as other
clients, the Adviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be sold or purchased, provided that
in the opinion of the Adviser, all accounts are treated equitably and fairly.
In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transactions, shall be made by the Adviser in the
manner it considers to be the most equitable and consistent with its fiduciary
obligations to the Investment Company and to such other clients;
(d) The Adviser shall maintain books and records with respect to the
Investment Company's securities transactions and shall render to the Investment
Company's Board of Trustees such periodic and special reports as the Board may
reasonably request;
(e) The Adviser shall provide the Investment Company with a list of all
securities transactions as reasonably requested by the Investment Company;
(f) the investment advisory services of the Adviser to the Investment
Company under this Agreement are not to be deemed exclusive, and the Adviser
shall be free to render similar services to others.
3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE COMMISSION. The Adviser,
subject to and in accordance with any directions which the Investment Company's
Board of Trustees may issue from time to time, shall place, in the name of the
Investment Company, orders for the execution of the securities transactions in
which any Fund is authorized to invest. When placing such orders, the primary
objective of the Adviser shall be to obtain the best net price and execution for
the Investment Company but this requirement shall not be deemed to obligate the
Adviser to place any order solely on the basis of obtaining the lowest
commission rate if the other standards set forth in this section have been
satisfied. The Investment Company recognizes that there are likely to be many
cases in which different brokers are equally able to provide such best price and
execution and that, in selection among such brokers with respect to particular
trades, it is desirable to choose those brokers who furnish "brokerage and
research services" (as defined in Section 29(e)(3) of the Securities and
Exchange Act of 1934) or statistical quotations and other information to the
Investment Company and/or the Adviser in accordance with the standards set forth
below. Moreover, to the extent that it continues to be lawful to do so and so
long as the Board determines as a matter of general policy that the Investment
Company will benefit, directly or indirectly, by doing so, the Adviser may place
orders with a broker who charges a commission that another broker would have
charged for effecting that transaction, provided that the excess commission is
reasonable in relation to the value of brokerage and research services provided
by that broker. Accordingly, the Investment Company and the Adviser agree that
the Adviser shall select brokers for the execution of any Fund's securities
transactions from among:
a. Those brokers and dealers who provide brokerage and research services,
or statistical quotations and other information to the Investment Company,
specifically including the quotations necessary to determine the Investment
Company's net assets, in such amount of total brokerage as may reasonably be
required in light of such services.
b. Those brokers and dealers who provide brokerage and research services
to the Adviser and/or its affiliated corporations which relate directly to
portfolio securities, actual or potential, of the Investment Company, or which
place the Adviser in a better position to make decisions in connection with the
management of the Investment Company's assets, whether or not such data may also
be useful to the Adviser and its affiliates in managing other portfolios or
advising other clients, in such amount of total brokerage as may reasonably be
required.
c. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities, Inc., the Investment Company's distributor,
when the Adviser has determined that the Fund will receive competitive
execution, price and commissions. The Adviser shall render regular reports to
the Investment Company, not more frequently than quarterly, of how much total
brokerage business has been placed with ▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities, Inc., and the
manner in which the allocation has been accomplished.
The Adviser agrees that no investment decision will be made or influenced by a
desire to provide brokerage for allocation in accordance with the foregoing, and
that the right to make such allocation of brokerage shall not interfere with the
Adviser's primary duty to obtain the best net price and execution for the
Investment Company.
4. BOOKS AND RECORDS. The Adviser shall keep the Investment Company's books
and records required to be maintained by it pursuant to paragraph 2(d) hereof.
The Adviser agrees that all records which it maintains for the Investment
Company are the property of the Investment Company and it shall surrender
promptly to the Investment Company any of such records upon the Investment
Company'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 Rule 31a-1(f) of the Commission under the
1940 Act. Nothing herein shall prevent the Adviser from maintaining its own
records as required by law, which may be a duplication of the Investment
Company's records.
5. REPORTS TO ADVISER. The Investment Company agrees to furnish the Adviser
at its principal office all prospectuses, proxy statements, reports to
stockholders, sales literature or other material prepared for distribution to
shareholders of the Investment Company or the public, which refer in any way to
the Adviser, ten (10) days prior to use thereof and not to use such material if
the Adviser should object thereto in writing within seven (7) days after receipt
of such material; provided, however, that the Adviser hereby approves all uses
of its name which merely refer in accurate terms to its appointment as
investment adviser hereunder, which merely identifies the Investment Company,
or which are required by the Securities and Exchange Commission or a state
securities commission. In the event of termination of this Agreement, the
Investment Company shall, on written request of the Adviser, forthwith delete
any reference to the Adviser from any materials described in the preceding
sentence. The Investment Company shall furnish or otherwise make available to
the Adviser such other information relating to the business affairs of the
Investment Company as the Adviser at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
6. PROXIES. Unless the Investment Company gives written instructions to the
contrary, the Adviser shall vote or not vote all proxies solicited by or with
respect to the issuers of securities in which assets of any Fund may be
invested. The Adviser shall use its best good faith judgment to vote or not
vote such proxies in a manner which best serves the interests of the Investment
Company's shareholders.
7. EXPENSES. During the term of this Agreement, the Adviser shall pay all of
its own expenses incurred by it in connection with its activities under this
Agreement and the Fund of the Investment Company shall bear all expenses that
are incurred in its operations not specifically assumed by the Adviser.
Expenses borne by the Fund will include but not be limited to the following (or
the Fund's proportionate share of the following): (a) brokerage commissions
relating to securities
purchased or sold by the Fund or any losses incurred in connection therewith;
(b) fees payable to and expenses incurred on behalf of the Fund by the
Investment Company's administrator; (c) expenses of organizing the Investment
Company and the Fund; (d) filing fees and expenses relating to the registration
and qualification of the Fund's shares and the Investment Company under federal
or state securities laws and maintaining such registrations and qualifications;
(e) fees and salaries payable to the Investment Company's Trustees and officers
who are not officers or employees of the Investment Company's administrator, any
investment adviser or underwriter of the Investment Company; (f) taxes
(including any income or franchise taxes) and governmental fees; (g) costs of
any liability, uncollectible items of deposit and other insurance or fidelity
bonds; (h) any costs, expenses or losses arising out of any liability of or
claim for damage or other relief asserted against the Investment Company or the
Fund for violation of any law; (i) legal, accounting and auditing expenses,
including legal fees of special counsel for the independent Trustees; (j)
charges of custodians, transfer agents and other agents; (k) costs of preparing
share certificates (if any); (l) expenses of setting in type and printing
Prospectuses and Statements of Additional Information and supplements thereto
for existing shareholders, reports and statements to shareholders and proxy
material; (m) any extraordinary expenses (including fees and disbursements of
counsel) incurred by the Investment Company or the Fund; and (n) fees and other
expenses incurred in connection with membership in investment company
organizations.
8. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in this Agreement, the Investment Company shall pay to the
Adviser such compensation as is designated in Exhibit A to this Agreement, so
long as the Adviser has not waived all or a portion of such compensation.
9. LIMITATION OF ADVISER'S LIABILITY. In the absence of (a) willful
misfeasance, bad faith or gross negligence on the part of the Adviser in
performance of its obligations and duties hereunder, (b) reckless disregard by
the Adviser of its obligations and duties hereunder, or (c) a loss resulting
from a beach 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 1940 Act), the Adviser shall not
be subject to any liability whatsoever to the Investment Company, or to any
shareholder of the Investment Company, for any error of judgment, mistake of law
or any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Investment Company.
10. DURATION AND TERMINATION.
(a) This Agreement shall become effective with respect to each Fund on the
date on which the Fund commences offering its shares to the public, so long as,
with respect to any additional Funds, the provisions of Section 1(b) have been
complied with. This Agreement, unless sooner terminated as provided herein,
shall continue for each Fund for two years following the effective date of this
Agreement with respect to the Fund, or
the date of the first annual or special meeting of the shareholders of the Fund
following such effective date, if approved by a majority of the outstanding
voting securities of the Fund (as defined in the 1940 Act), and thereafter shall
continue automatically for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Investment Company who are not parties
to this Agreement or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any
such party, cast in person at a meeting called for the purpose of voting such
approval, and (b) by the Board of Trustees of the Investment Company or by vote
of a majority of the outstanding voting securities of the Fund.
(b) This Agreement may be terminated by the Investment Company at any
time, without the payment of any penalty, vote of a majority of those members of
the Board of Trustees who are not "interested persons" (as defined in the ▇▇▇▇
▇▇▇) of the Adviser or the Investment Company or by the majority vote of either
the entire Board of Trustees of the Investment Company or by vote of a majority
of the outstanding voting securities of the Fund on 60 days' written notice to
the Adviser. This Agreement may also be terminated by the Adviser on 90 days'
written notice to the Investment Company. This Agreement will automatically and
immediately terminate in the event of its assignment (as defined in the 1940
Act).
11. CHOICE OF LAW. This Agreement shall be construed in accordance with the
laws of the State of Washington and any applicable federal law.
12. LIMITATION OF LIABILITY. The Master Trust Agreement dated October 3, 1987,
as amended from time to time, establishing the Investment Company, which is
hereby referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name The Seven Seas Series Fund
means the Trustees from time to time serving (as Trustees but not personally)
under said Master Trust Agreement. It is expressly acknowledged and agreed that
the obligations of the Investment Company hereunder shall not be binding upon
any of the Shareholders, Trustees, officers, employees or agents of the
Investment Company, personally, but shall bind only the trust property of the
Investment Company, as provided in its Master Trust Agreement. The execution
and delivery of this Agreement have been authorized by the Trustees of the
Investment Company and signed by an officer of the Investment Company, acting as
such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Investment Company as provided in its Master
Trust Agreement.
IN WITNESS WHEREOF, the due execution hereof as of the date first above written.
Attest: THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- --------------------------
Attest: STATE STREET BANK AND TRUST
COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- --------------------------
EXHIBIT "A"
As consideration for the Adviser's services to the following Fund(s), the
Adviser shall receive from the Fund(s) an annual advisory fee, accrued daily at
the rate of 1/365th of the applicable fee rate and payable monthly on the first
business day of each month, of the following annual percentages of the Fund's
average daily net assets during the month:
The Seven Seas Series Money Market 0.25%
AMENDED
EXHIBIT "A"
January 9, 1991
As consideration for the Adviser's services to the following Funds, the Adviser
shall receive from each of these Funds an annual advisory fee, accrued daily at
the rate of 1/365th of the applicable advisory fee rate and payable monthly on
the first business day of each month, of the following annual percentages of
each Fund's average daily net assets during the month:
The Seven Seas Series Money Market Fund 0.25%
The Seven Seas Series US Government Money Market Fund 0.25%
LETTER AGREEMENT
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 12,
1988, The Seven Seas Series Fund advises you that it is creating a new series to
be named The Seven Seas Series US Government Money Market Fund (the "Fund") and
that The Seven Seas Series Fund desires State Street Bank and Trust Company to
serve as investment adviser with respect to the Fund pursuant to the terms and
conditions of the Investment Advisory Agreement. The fees to be charged by
adviser to the Fund in return for its investment advisory services will be as
set forth in the attached Schedule A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the Fund shall be until
April 12, 1992.
Please acknowledge your acceptance of acting as adviser to the Fund by executing
this letter agreement in the space provided below and then returning it to the
undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Its: Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
LETTER AGREEMENT
January 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 12,
1988, The Seven Seas Series Fund advises you that it is creating six new series
to be named The Seven Seas Series Short Term Government Bond Fund, The Seven
Seas Series S&P 500 Index Fund, The Seven Seas Series S&P Midcap Index Fund, The
Seven Seas Series Matrix Synthesis Fund, The Seven Seas Series International
European Index Fund, and The Seven Seas Series International Pacific Index Fund
(the "Portfolios") and that The Seven Seas Series Fund desires State Street Bank
and Trust Company to serve as investment adviser with respect to the Portfolios
pursuant to the terms and conditions of the Investment Advisory Agreement. The
fees to be charged by adviser to the Portfolios in return for its investment
advisory services will be as set forth in the attached Schedule A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the Fund shall be until
April 12, 1993.
Please acknowledge your acceptance of acting as adviser to the Fund by executing
this letter agreement in the space provided below and then returning it to the
undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Its: Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
AMENDED
EXHIBIT "A"
January 8, 1992
As consideration for the Adviser's services to the following Portfolios, the
Adviser shall receive from each of these Portfolios an annual advisory fee,
accrued daily at the rate of 1/365th of the applicable advisory fee rate and
payable monthly on the first business day of each month, of the following annual
percentages of each Portfolio's average daily net assets during the month:
The Seven Seas Series Money Market Fund 0.25%
The Seven Seas Series US Government Money Market Fund 0.25%
The Seven Seas Series Short Term Government Bond Fund 0.50%
The Seven Seas Series S&P 500 Index Fund 0.10%
The Seven Seas Series S&P Midcap Index Fund 0.20%
The Seven Seas Series Matrix Synthesis Fund 0.75%
The Seven Seas Series International European Index Fund 0.50%
The Seven Seas Series International Pacific Index Fund 0.50%
LETTER AGREEMENT
July 8, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 12,
1988, The Seven Seas Series Fund advises you that it is creating two new series
to be named The Seven Seas Series Bond Market Fund and The Seven Seas Series
Yield Plus Fund (the "Portfolios") and that The Seven Seas Series Fund desires
State Street Bank and Trust Company to serve as investment adviser with respect
to the Portfolios pursuant to the terms and conditions of the Investment
Advisory Agreement. The fees to be charged by adviser to the Portfolios in
return for its investment advisory services will be as set forth in the attached
Schedule A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the Fund shall be until
April 12, 1994.
Please acknowledge your acceptance of acting as adviser to the Fund by executing
this letter agreement in the space provided below and then returning it to the
undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Its: Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------
AMENDED
EXHIBIT "A"
July 8, 1992
As consideration for the Adviser's services to the following Portfolios, the
Adviser shall receive from each of these Portfolios an annual advisory fee,
accrued daily at the rate of 1/365th of the applicable advisory fee rate and
payable monthly on the first business day of each month, of the following annual
percentages of each Portfolio's average daily net assets during the month:
The Seven Seas Series Money Market Fund 0.25%
The Seven Seas Series US Government Money Market Fund 0.25%
The Seven Seas Series Short Term Government Bond Fund 0.50%
The Seven Seas Series S&P 500 Index Fund 0.10%
The Seven Seas Series S&P Midcap Index Fund 0.20%
The Seven Seas Series Matrix Synthesis Fund 0.75%
The Seven Seas Series International European Index Fund 0.50%
The Seven Seas Series International Pacific Index Fund 0.50%
The Seven Seas Series Bond Market Fund 0.30%
The Seven Seas Series Yield Plus Fund 0.25%
LETTER AGREEMENT
The Seven Seas Series US Treasury Money Market Fund
The Seven Seas Series US Treasury Obligations Fund
Investment Advisory Agreement
January 6, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 12,
1988, The Seven Seas Series Fund advises you that it is creating two new series
to be named The Seven Seas Series US Treasury Money Market Fund and The Seven
Seas Series US Treasury Obligations Fund (the "New Funds") and that The Seven
Seas Series Fund desires State Street Bank and Trust Company to serve as
investment adviser with respect to the New Funds pursuant to the terms and
conditions of the Investment Advisory Agreement. The fees to be charged by
adviser to the Portfolios in return for its investment advisory services will be
as set forth in the attached Exhibit A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the New Funds shall be until
April 12, 1993.
Please acknowledge your acceptance of acting as adviser to the Fund by executing
this letter agreement in the space provided below and then returning it to the
undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Its: Senior Vice President - Operations
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
---------------------------
Senior Vice President
AMENDED
EXHIBIT "A"
January 6, 1993
As consideration for the Adviser's services to the following Portfolios, the
Adviser shall receive from each of these Portfolios an annual advisory fee,
accrued daily at the rate of 1/365th of the applicable advisory fee rate and
payable monthly on the first business day of each month, of the following annual
percentages of each Portfolio's average daily net assets during the month:
The Seven Seas Series Money Market Fund 0.25%
The Seven Seas Series US Government Money Market Fund 0.25%
The Seven Seas Series Short Term Government Bond Fund 0.50%
The Seven Seas Series S&P 500 Index Fund 0.10%
The Seven Seas Series S&P Midcap Index Fund 0.20%
The Seven Seas Series Matrix Synthesis Fund 0.75%
The Seven Seas Series International European Index Fund 0.50%
The Seven Seas Series International Pacific Index Fund 0.50%
The Seven Seas Series Bond Market Fund 0.30%
The Seven Seas Series Yield Plus Fund 0.25%
The Seven Seas Series US Treasury Money Market Fund 0.25%
The Seven Seas Series US Treasury Obligations Fund 0.25%
LETTER AGREEMENT
The Seven Seas Series Growth and Income Fund
The Seven Seas Series Intermediate Fund
Investment Advisory Agreement
April 7, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 12,
1988, The Seven Seas Series Fund advises you that it is creating two new series
to be named The Seven Seas Series Growth and Income Fund and The Seven Seas
Series Intermediate Fund (the "New Funds") and that The Seven Seas Series Fund
desires State Street Bank and Trust Company to serve as investment adviser with
respect to the New Funds pursuant to the terms and conditions of the Investment
Advisory Agreement. The fees to be charged by adviser to the New Funds in
return for its investment advisory services will be as set forth in the attached
Exhibit A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the New Funds shall be until
April 12, 1994.
Please acknowledge your acceptance of acting as adviser to the Fund by executing
this letter agreement in the space provided below and then returning it to the
undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Its: President
-------------------------------
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Senior Vice President
-------------------------------
AMENDED
EXHIBIT "A"
January 6, 1993
As consideration for the Adviser's services to the following Portfolios, the
Adviser shall receive from each of these Portfolios an annual advisory fee,
accrued daily at the rate of 1/365th of the applicable advisory fee rate and
payable monthly on the first business day of each month, of the following annual
percentages of each Portfolio's average daily net assets during the month:
The Seven Seas Series Money Market Fund 0.25%
The Seven Seas Series US Government Money Market Fund 0.25%
The Seven Seas Series Short Term Government Bond Fund 0.50%
The Seven Seas Series S&P 500 Index Fund 0.10%
The Seven Seas Series S&P Midcap Index Fund 0.20%
The Seven Seas Series Matrix Synthesis Fund 0.75%
The Seven Seas Series International European Index Fund 0.50%
The Seven Seas Series International Pacific Index Fund 0.50%
The Seven Seas Series Bond Market Fund 0.30%
The Seven Seas Series Yield Plus Fund 0.25%
The Seven Seas Series US Treasury Money Market Fund 0.25%
The Seven Seas Series US Treasury Obligations Fund 0.25%
The Seven Seas Series Growth and Income Fund 0.85%
The Seven Seas Series Intermediate Fund 0.80%
LETTER AGREEMENT
The Seven Seas Series Prime Money Market Portfolio
The Seven Seas Series Emerging Markets Fund
Investment Advisory Agreement
January 19, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 12,
1988, The Seven Seas Series Fund advises you that it is creating two new series
to be named The Seven Seas Series Prime Money Market Portfolio and The Seven
Seas Series Emerging Markets Fund (the "Portfolios") and that The Seven Seas
Series Fund desires State Street Bank and Trust Company to serve as investment
adviser with respect to the Portfolios pursuant to the terms and conditions of
the Investment Advisory Agreement. The fees to be charged by adviser to the
Portfolios in return for its investment advisory services will be as set forth
in the attached Exhibit A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the New Funds shall be until
April 12, 1994.
Please acknowledge your acceptance of acting as adviser to the Portfolios by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Its: President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Sr. Vice President
AMENDED
EXHIBIT "A"
January 19, 1994
As consideration for the Adviser's services to the following Portfolios, the
Adviser shall receive from each of these Portfolios an annual advisory fee,
accrued daily at the rate of 1/365th of the applicable advisory fee rate and
payable monthly on the first business day of each month, of the following annual
percentages of each Portfolio's average daily net assets during the month:
The Seven Seas Series Money Market Fund 0.25%
The Seven Seas Series US Government Money Market Fund 0.25%
The Seven Seas Series Short Term Government Bond Fund 0.50%
The Seven Seas Series S&P 500 Index Fund 0.10%
The Seven Seas Series S&P Midcap Index Fund 0.20%
The Seven Seas Series Matrix Synthesis Fund 0.75%
The Seven Seas Series International European Index Fund 0.50%
The Seven Seas Series International Pacific Index Fund 0.50%
The Seven Seas Series Bond Market Fund 0.30%
The Seven Seas Series Yield Plus Fund 0.25%
The Seven Seas Series US Treasury Money Market Fund 0.25%
The Seven Seas Series US Treasury Obligations Fund 0.25%
The Seven Seas Series Growth and Income Fund 0.85%
The Seven Seas Series Intermediate Fund 0.80%
The Seven Seas Series Prime Money Market Portfolio 0.15%
The Seven Seas Series Emerging Markets Fund 0.75%
LETTER AGREEMENT
The Seven Seas Series Tax Free Money Market Fund
Investment Advisory Agreement
July 13,1994
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 12,
1988, The Seven Seas Series Fund advises you that it is creating a new series to
be named The Seven Seas Series Tax Free Money Market Fund, Class A, Class B and
Class C ("Tax Free Fund") and that The Seven Seas Series Fund desires State
Street Bank and Trust Company to serve as investment adviser with respect to the
Tax Free Fund pursuant to the terms and conditions of the Investment Advisory
Agreement. The fees to be charged by adviser to the Tax Free Fund in return for
its investment advisory services will be as set forth in the attached Exhibit A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the Tax Free Fund shall be
until April 12, 1995.
Please acknowledge your acceptance of acting as adviser to the Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Its: President
--------------------------
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Executive Vice President
--------------------------
AMENDED
EXHIBIT "A"
July 13, 1994
As consideration for the Adviser's services to the following Portfolios, the
Adviser shall receive from each of these Portfolios an annual advisory fee,
accrued daily at the rate of 1/365th of the applicable advisory fee rate and
payable monthly on the first business day of each month, of the following annual
percentages of each Portfolio's average daily net assets during the month:
The Seven Seas Series Money Market Fund 0.25%
The Seven Seas Series US Government Money Market Fund 0.25%
The Seven Seas Series Short Term Government Bond Fund 0.50%
The Seven Seas Series S&P 500 Index Fund 0.10%
The Seven Seas Series S&P Midcap Index Fund 0.20%
The Seven Seas Series Matrix Synthesis Fund 0.75%
The Seven Seas Series International European Index Fund 0.50%
The Seven Seas Series International Pacific Index Fund 0.50%
The Seven Seas Series Bond Market Fund 0.30%
The Seven Seas Series Yield Plus Fund 0.25%
The Seven Seas Series US Treasury Money Market Fund 0.25%
The Seven Seas Series US Treasury Obligations Fund 0.25%
The Seven Seas Series Growth and Income Fund 0.85%
The Seven Seas Series Intermediate Fund 0.80%
The Seven Seas Series Prime Money Market Portfolio 0.15%
The Seven Seas Series Emerging Markets Fund 0.75%
The Seven Seas Series Tax Free Money Market Fund 0.25%
LETTER AGREEMENT
The Seven Seas Series Real Estate Fund
The Seven Seas Series Small Cap Fund
The Seven Seas Series Active International Fund
Investment Advisory Agreement
October 25, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Pursuant to Paragraph 1(b) of the Investment Advisory Agreement between The
Seven Seas Series Fund and State Street Bank and Trust Company, dated April 12,
1988, The Seven Seas Series Fund advises you that (1) it is creating a new
series to be named The Seven Seas Series Real Estate Equity Fund, (2) it has
changed the investment objective and policies of The Seven Seas Series Midcap
Index Fund and renamed it The Seven Seas Series Small Cap Fund, and (3) it has
changed the investment objective and policies of The Seven Seas Series
International European Index Fund and renamed it The Seven Seas Series Active
International Fund (collectively, the "Funds"), and that The Seven Seas Series
Fund desires State Street Bank and Trust Company to serve as investment adviser
with respect to the Funds pursuant to the terms and conditions of the Investment
Advisory Agreement. The fees to be charged by adviser to the Funds in return
for its investment advisory services will be as set forth in the attached
Exhibit A.
Notwithstanding anything to the contrary in Paragraph 10(a), the initial term of
the Investment Advisory Agreement with respect to the Tax Free Fund shall be
until April 12, 1995.
Please acknowledge your acceptance of acting as adviser to the Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Its: President
ACKNOWLEDGED AND ACCEPTED
State Street Bank and Trust Company
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President
-------------------------------------------------
AMENDED
EXHIBIT "A"
October 25, 1994
As consideration for the Adviser's services to the following Portfolios, the
Adviser shall receive from each of these Portfolios an annual advisory fee,
accrued daily at the rate of 1/365th of the applicable advisory fee rate and
payable monthly on the first business day of each month, of the following annual
percentages of each Portfolio's average daily net assets during the month:
The Seven Seas Series Money Market Fund 0.25%
The Seven Seas Series US Government Money Market Fund 0.25%
The Seven Seas Series Short Term Government Securities Fund 0.50%
The Seven Seas Series S&P 500 Index Fund 0.10%
The Seven Seas Series Matrix Equity Fund 0.75%
The Seven Seas Series International Pacific Index Fund 0.50%
The Seven Seas Series Bond Market Fund 0.30%
The Seven Seas Series Yield Plus Fund 0.25%
The Seven Seas Series US Treasury Money Market Fund 0.25%
The Seven Seas Series US Treasury Obligations Fund 0.25%
The Seven Seas Series Growth and Income Fund 0.85%
The Seven Seas Series Intermediate Fund 0.80%
The Seven Seas Series Prime Money Market Portfolio 0.15%
The Seven Seas Series Emerging Markets Fund 0.75%
The Seven Seas Series Tax Free Money Market Fund 0.25%
The Seven Seas Series Real Estate Equity Fund 0.65%
The Seven Seas Series Small Cap Fund 0.75%
The Seven Seas Series Active International Fund 0.75%