Exhibit (d)(1)
FORM OF
INVESTMENT ADVISORY AGREEMENT
OF THE ▇▇▇ ▇▇▇▇▇▇ PARTNERS TRUST
THIS INVESTMENT ADVISORY AGREEMENT, dated as of _________, 2009 (the
"Agreement"), by and between ▇▇▇ ▇▇▇▇▇▇ PARTNERS TRUST, a Delaware statutory
trust (the "Trust"), on behalf of each of its series listed on Appendix A hereto
(each a "Fund" or collectively "the "Funds") and ▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
(the "Adviser"), a Delaware corporation.
1. (a) RETENTION OF ADVISER BY THE TRUST. Subject to the terms and
conditions set forth herein, the Trust hereby employs the Adviser to act as the
investment adviser for and to manage the investment and reinvestment of the
assets of the Funds in accordance with each Fund's investment objective,
policies and limitations, and to administer its affairs to the extent requested
by, and subject to the review and supervision of, the Board of Trustees of the
Trust for the period and upon the terms herein set forth. The investment of
funds shall be subject to all applicable restrictions of applicable law and of
the Declaration of Trust and By-Laws of the Trust, and resolutions of the Board
of Trustees of the Trust as may from time to time be in force and delivered or
made available to the Adviser. The Adviser may appoint a sub-adviser for one or
more Funds to perform any or all services provided for in this Agreement,
provided that such sub-adviser is appointed pursuant to a written agreement
between the Adviser and sub-adviser and such agreement is approved by a majority
of the Trustees who are not "interested persons" of the Trust, the Adviser, or
the sub-adviser as defined in the Investment Company Act of 1940, as amended,
(the "1940 Act") and by a majority of the outstanding voting securities of each
appropriate Fund in accordance with the 1940 Act. The Adviser shall be solely
responsible for paying any such sub-adviser for its services.
(b) ADVISER'S ACCEPTANCE OF EMPLOYMENT. The Adviser accepts such employment
and agrees during such period to render such services, to supply investment
research and portfolio management (including without limitation the selection of
securities for the Funds to purchase, hold or sell and the selection of brokers
through whom the Funds' portfolio transactions are executed, in accordance with
the policies adopted by the Board of Trustees), to administer the business
affairs of the Trust, to furnish offices and necessary facilities and equipment
to the Trust, to provide administrative services for the Trust, to render
periodic reports to the Board of Trustees of the Trust, and to permit any of its
officers or employees to serve without compensation as Trustees or officers of
the Trust if selected to such positions.
(c) ESSENTIAL PERSONNEL. For a period of one year commencing on the
effective date of this agreement, the Adviser and the Trust agree that the
retention of (i) the chief executive officer, president, chief financial officer
and secretary of the Adviser, (ii) each director, officer and employee of the
Adviser or any of its Affiliates (as defined in the ▇▇▇▇ ▇▇▇) who serves as an
officer of the Trust (each person referred to in (i) or (ii) hereinafter being
referred to as an "Essential Person"), in his or her current capacities, is in
the best interest of the Trust and the Trust's shareholders. In connection with
the Adviser's acceptance of employment hereunder, the Adviser hereby agrees and
covenants for itself and on behalf of its Affiliates that neither the Adviser
nor any of its Affiliates shall make any material or significant personnel
changes or replace or seek to replace any Essential Person or cause to be
replaced any Essential Person, in each case without first informing the Board of
Trustees of the Trust in a timely manner. In addition, neither the Adviser nor
any Affiliate of the Adviser shall change or seek to change or cause to be
changed, in any material respect, the duties and responsibilities of any
Essential Person, in each case without first informing the Board of Trustees of
the Trust in a timely manner.
(d) INDEPENDENT CONTRACTOR. The Adviser shall be deemed to be an
independent contractor under this Agreement and, unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the
Trust in any way or otherwise be deemed as agent of the Trust.
(e) NON-EXCLUSIVE AGREEMENT. The services of the Adviser to the Trust and
the Funds under this Agreement are not to be deemed exclusive, and the Adviser
shall be free to render similar services or
other services to others so long as its services hereunder are not impaired
thereby.
2. (a) FEE. For the services and facilities described in Section 1, the
Company will accrue daily and pay to the Adviser at the end of each calendar
month an investment management fee computed based on a fee rate (expressed as a
percentage per annum), applied to the average daily net assets of each Fund as
set forth at Appendix A.
(b) DETERMINATION OF NET ASSET VALUE. The net asset value of the Funds
shall be calculated as of the close of the New York Stock Exchange on each day
the Exchange is open for trading or such other time or times as the Trustees may
determine in accordance with the provisions of applicable law and the
Declaration of Trust and By-Laws of the Trust, and resolutions of the Board of
Trustees of the Trust as from time to time in force. For the purpose of the
foregoing computations, on each such day when net asset value is not calculated,
the net asset value of a share of beneficial interest of a Fund shall be deemed
to be the net asset value of such share as of the close of business of the last
day on which such calculation was made.
(c) PRORATION. For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the
Adviser's fee on the basis of the number of days that the Agreement is in effect
during such month and year, respectively.
3. EXPENSES. In addition to the fee of the Adviser, the Trust shall assume
and pay any expenses for services rendered by a custodian for the safekeeping of
the Trust's securities or other property, for keeping its books of account, for
any other charges of the custodian and for calculating the net asset value of
the Funds as provided above. The Adviser shall not be required to pay, and the
Trust shall assume and pay, the charges and expenses of its operations,
including compensation of the Trustees (other than those who are interested
persons of the Adviser and other than those who are interested persons of the
Trust's distributor but not of the Adviser, if the distributor has agreed to pay
such compensation), charges and expenses of independent accountants, of legal
counsel and of any transfer or dividend disbursing agent, costs of acquiring and
disposing of portfolio securities, interest (if any) on obligations incurred by
the Trust, costs of share certificates, membership dues in the Investment
Company Institute or any similar organization, costs of reports and notices to
shareholders, costs of registering shares of the Trust under the federal
securities laws, miscellaneous expenses and all taxes and fees to federal, state
or other governmental agencies on account of the registration of securities
issued by the Trust, filing of corporate documents or otherwise. The Trust shall
not pay or incur any obligation for any management or administrative expenses
for which the Trust intends to seek reimbursement from the Adviser without first
obtaining the written approval of the Adviser. The Adviser shall arrange, if
desired by the Trust, for officers or employees of the Adviser to serve, without
compensation from the Trust, as Trustees, officers or agents of the Trust if
duly elected or appointed to such positions and subject to their individual
consent and to any limitations imposed by the law.
4. INTERESTED PERSONS. Subject to applicable statutes and regulations, it
is understood that Trustees, officers, shareholders and agents of the Trust are
or may be interested in the Adviser as Trustees, officers, shareholders, agents
or otherwise and that the Trustees, officers, shareholders and agents of the
Adviser may be interested in the Trust as Trustees, officers, shareholders,
agents or otherwise.
5. LIABILITY. The Adviser shall not be liable for any error of judgment or
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 obligations and duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
6. (a) TERM. This Agreement shall become effective on the date hereof and
shall remain in full force until ______ unless sooner terminated as hereinafter
provided. This Agreement shall continue in force from year to year thereafter,
but only for so long as such continuance is specifically approved at least
annually, in the manner required by the 1940 Act.
(b) TERMINATION. This Agreement shall automatically terminate in the event
of its assignment. This Agreement may be terminated at any time without the
payment of any penalty by the Trust or by the Adviser on sixty (60) days'
written notice to the other party. The Trust may effect termination of this
Agreement with respect to a Fund by action of the Board of Trustees or by vote
of a majority of the outstanding shares of common stock of the appropriate Fund,
accompanied by appropriate notice. This Agreement may be terminated at any time
without the payment of any penalty and without advance notice by the Board of
Trustees or by vote of a majority of the outstanding shares of the Trust (or
with respect to a Fund, by a majority of the outstanding shares of that Fund) in
the event that it shall have been established by a court of competent
jurisdiction that the Adviser or any officer or director of the Adviser has
taken any action which results in a breach of the covenants of the Adviser set
forth herein.
(c) PAYMENT UPON TERMINATION. Termination of this Agreement shall not
affect the right of the Adviser to receive payment on any unpaid balance of the
compensation described in Section 2 earned prior to such termination.
7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder shall not
thereby be affected.
8. NOTICES. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
10. GOVERNING LAW. All questions concerning the validity, meaning and
effect of this Agreement shall be determined in accordance with the laws
(without giving effect to the conflict-of-law principles thereof) of the State
of Delaware applicable to contracts made and to be performed in that state.
11. NAME. In connection with its employment hereunder, the Adviser hereby
agrees and covenants not to change its name without the prior consent of the
Board of Trustees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
▇▇▇ ▇▇▇▇▇▇ PARTNERS TRUST
By:
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer and
Treasurer
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: Managing Director and
Chief Administrative Officer
APPENDIX A
Fund Annual Percentage Rate
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▇▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇▇▇ Large
Cap Growth Fund 0.80% of average daily net assets
▇▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇▇▇
All Cap Core Fund 0.80% of average daily net assets
▇▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇▇▇
Small / Mid Cap Growth Fund 0.85% of average daily net assets
▇▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇▇▇
Enhanced Dividend Fund 0.90% of average daily net assets
▇▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇▇▇
Global Fund 0.90% of average daily net assets
▇▇▇ ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇▇▇
International Fund 0.90% of average daily net assets