▇.▇. ▇▇▇▇▇▇ INSTITUTIONAL FUNDS
INVESTMENT ADVISORY AGREEMENT
Agreement, made this ______ day of ___________, 2001, between ▇.▇.
▇▇▇▇▇▇ Institutional Funds (the "Trust"), a trust organized under the laws of
the Commonwealth and ▇.▇. ▇▇▇▇▇▇ Investment Management, Inc., a Delaware
corporation (the "Advisor"),
WHEREAS, the Trust is an open-end 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 series set forth in Schedule A (each, a
"Portfolio") 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
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"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
his 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.
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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 ▇▇▇▇ ▇▇▇) 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 any 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 ____________________________________________________
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
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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 __th day
of 2001.
▇.▇. ▇▇▇▇▇▇ INSTITUTIONAL FUNDS
By:
------------------------------------
Vice President and Assistant Secretary
▇.▇. ▇▇▇▇▇▇ INVESTMENT
MANAGEMENT, INC.
By:
------------------------------------
Vice President
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SCHEDULE A
▇.▇. ▇▇▇▇▇▇ Institutional Funds
Investment Advisory Fees (3/14/03)
▇.▇. ▇▇▇▇▇▇ SHORT TERM BOND FUND (9/7/01)
0.25% of average daily net assets
▇.▇. ▇▇▇▇▇▇ BOND FUND - ULTRA (9/7/01)
0.30% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ U.S. EQUITY FUND (9/7/01)
0.40% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ U.S. SMALL COMPANY FUND (9/7/01)
0.60% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ INTERNATIONAL EQUITY FUND (9/7/01)
0.60% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ EMERGING MARKETS EQUITY FUND (9/7/01)
1.00% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ DIVERSIFIED FUND (9/7/01)
0.55% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ DISCIPLINED EQUITY FUND (3/14/03)
0.25% of the average daily net assets*
▇.▇. ▇▇▇▇▇▇ INTERNATIONAL OPPORTUNITIES FUND (9/7/01)
0.60% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ GLOBAL STRATEGIC INCOME FUND (9/7/01)
0.45% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ U.S. SMALL COMPANY OPPORTUNITIES FUND (9/7/01)
0.85% of the average daily net assets
▇.▇. ▇▇▇▇▇▇ EMERGING MARKETS DEBT FUND (9/7/01)
0.70% of the average daily net assets
* Effective upon merger with JPMorgan SmartIndex Fund.
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