EXHIBIT 99.d.19
FORM OF INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of _________, 2000 by and between The ▇▇▇▇▇▇▇
Funds, a Delaware Business Trust (the "Trust") and ▇▇▇▇▇▇▇ Partners, Inc., a
Delaware corporation (the "Adviser").
1. Duties of the Adviser. The Trust hereby appoints the Adviser to act as
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investment adviser to the ▇▇▇▇▇▇▇ _________________ Fund (the "Series") for the
period and on such terms set forth in this Agreement. The Trust employs the
Adviser to manage the investment and reinvestment of the assets of the Series,
to continuously review, supervise and administer the investment program of the
Series, to determine in its discretion the assets to be held uninvested, to
provide the Trust with records concerning the Adviser's activities which the
Trust is required to maintain, and to render regular reports to the Trust's
officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Trust's Prospectus and Statement of Additional
Information. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein
2. Portfolio Transactions. The Adviser shall provide the Series with a
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trading department. The Adviser shall select, and with respect to the use of
any sub-advisers, shall monitor the selection of, the brokers or dealers that
will execute the purchases and sales of securities for the Series and is
directed to use its best efforts to ensure that the best available price and
most favorable execution of securities transactions for the Series are obtained.
Subject to policies established by the Board of Trustees of the Trust and
communicated to the Adviser, it is understood that the Adviser will not be
deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Trust or in respect of the Series, or be in breach of any obligation owing to
the Trust or in respect of the Series under this Agreement, or otherwise, solely
by reason of its having caused the Series to pay a member of a securities
exchange, a broker or a dealer a commission for effecting a securities
transaction for the Series in excess of the amount of commission another member
of an exchange, broker or dealer would have charged if the Adviser determines in
good faith that the commission paid was reasonable in relation to the brokerage
or research services provided by such member, broker or dealer, viewed in terms
of that particular transaction or the Adviser's overall responsibilities with
respect to the Series and to other funds and advisory accounts for which the
Adviser or any Sub-Adviser, as defined in paragraph 7 hereof, exercises
investment discretion. The Adviser will promptly communicate to the officers
and directors of the Trust such information relating to the Series transactions
as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by the
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Adviser as provided in Section 1 and 2 of this Agreement, the Series shall pay
to the Adviser
within five business days after the end of each calendar month, a monthly fee of
one twelfth of 0.80% of the Series' average daily net assets for the month.
In the event of termination of this Agreement, the fee provided in this
Section 3 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
4. Reports. The Series and the Adviser agree to furnish to each other
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such information regarding their operations with regard to their affairs as each
may reasonably request.
5. Status of Adviser. The services of the Adviser to the Series are not
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to be deemed exclusive, and the Adviser shall be free to render similar services
to others so long as its services to the Series are not impaired thereby.
6. Liability of Adviser. In the absence of willful misfeasance, bad
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faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Series, or to any shareholder of the Series, 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 Series.
7. Delegation of Responsibilities to Sub-Advisers. The Adviser may, at
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its expense, select and contract with one or more investment advisers registered
under the Investment Advisers Act of 1940 ("Sub-Advisers") to perform some or
all of the services for the Series for which it is responsible under this
Agreement. The Adviser will compensate any Sub-Adviser for its services to the
Series. The Adviser may terminate the services of any Sub-Adviser at any time
in its sole discretion, and shall at such time assume the responsibility of such
Sub-Adviser unless and until a successor Sub-Adviser is selected and the
requisite approval of all of the Series' shareholders is obtained. The Adviser
will continue to have responsibility for all advisory services furnished by any
Sub-Adviser.
8. Duration and Termination. This Agreement shall become effective on
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___________, 2000 provided that first it is approved by the Board of Trustees of
the Trust, including a majority of those trustees who are not parties to this
Agreement or interested persons of any party hereto, in the manner provided in
Section 15(c) of the Investment Company Act of 1940, and by the holders of a
majority of the outstanding voting securities of the Series; and shall continue
in effect until ____________, 2002. Thereafter, this Agreement may continue in
effect only if such continuance is approved at least annually by: (i) the
Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding
voting securities of the Series; and in either event by a vote of a majority of
those trustees of the Trust who are not parties to this Agreement or interested
persons of any such party in the manner provided in Section 15(c) of the
Investment Company Act of 1940. This Agreement may be terminated by the Trust
at any time, without the payment of any penalty, by the Board of Trustees of the
Trust or by vote of the holders of a majority of the outstanding voting
securities of the Series on 60 days' written notice to the Adviser. This
Agreement may be terminated by the Adviser at any time, without the payment of
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any penalty, upon 60 days' written notice to the Trust. This Agreement will
automatically terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed postpaid,
to the other party at the principal office of such party.
As used in this Section 8, the terms "assignment," "interested person," and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. Name of Adviser. The parties agree that the Adviser has a proprietary
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interest in the name "▇▇▇▇▇▇▇," and the Trust agrees to promptly take such
action as may be necessary to delete from its corporate name and/or the name of
the Series any reference to the name of the Adviser promptly after receipt from
the Adviser of a written request therefor.
10. Severability. If any provisions of this Agreement shall be held or
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made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this ____ day of _________, 2000.
Attest: THE ▇▇▇▇▇▇▇ FUNDS
By:________________________________ By:________________________________
Name: Name:
Title: Title:
Attest: ▇▇▇▇▇▇▇ PARTNERS, INC.
By:_______________________________ By:________________________________
Name: Name:
Title: Title:
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