EXHIBIT 99.5(q)
▇▇▇▇▇▇▇ ▇▇▇▇▇ MONEY MARKET TRUST
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
October __________, 1995
▇▇▇▇▇▇▇ Sachs Asset Management,
a division of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
INVESTMENT ADVISORY AGREEMENT
-----------------------------
(FINANCIAL SQUARE PRIME RATED MONEY MARKET FUND)
Dear Sirs:
▇▇▇▇▇▇▇ Sachs Money Market Trust (the "Trust") has been organized under the
laws of Massachusetts to engage in the business of an investment company. The
shares of beneficial interest of the Trust ("Shares") are divided into multiple
series, including Financial Square Prime Rated Money Market Fund (the "Fund"),
as established pursuant to a written instrument executed by the Trustees of the
Trust. Series may be terminated, and additional series established, from time
to time by action of the Trustees. The Trust on behalf of the Fund has selected
you to act as the investment adviser of the Fund and to provide certain
services, as more fully set forth below, and you are willing to act as such
investment adviser and to perform such services under the terms and conditions
hereinafter set forth. Accordingly, the Trust agrees with you as follows:
1. Name of Fund. The Trust may use any name including the terms
------------
"Financial Square" or derived from the name "▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co." in connection
with the Fund only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect, including any similar agreement with any
organization which shall have succeeded to your business as investment adviser.
At such time as such an agreement shall no longer be in effect, the Trust (to
the extent that it lawfully can) will cause the Fund to cease to use such a name
or any other name indicating that it is advised by or otherwise connected with
you or any organization which shall have so succeeded to your business.
2. Advisory Services. You will regularly provide the Fund with investment
-----------------
research, advice and supervision and will furnish continuously an investment
program for the Fund consistent with the investment objectives and policies of
the Fund. You will determine what securities shall be purchased for the Fund,
what securities shall be held or sold by the Fund, and what portion of the
Fund's assets shall be held uninvested, subject always to the provisions of the
Trust's Declaration of Trust and By-Laws and of the Investment Company Act of
1940, as amended (the "1940 Act"), and to the investment objectives, policies
and restrictions of the Fund, as each of the same shall be from time to time in
effect, and subject, further, to such policies and instructions as the Board of
Trustees may from time to time establish. You will maintain all books and
records with respect to the Fund's securities transactions required to be
maintained by an adviser pursuant to the 1940 Act and the rules and regulations
thereto and will provide to the Trust's Trustees such periodic and special
reports as the Trustees may reasonably request. You shall for all purposes
herein be deemed to be an independent contractor and shall, except as otherwise
expressly provided or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
3. Allocation of Charges and Expenses. You will pay all costs incurred by
----------------------------------
you in connection with the performance of your duties under paragraph 2 other
than those costs assumed by the Administrator of the Trust pursuant to the
Administration Agreement. You will pay the compensation and expenses of all
personnel of yours and will make available, without expense to the Trust, the
services of such of your partners, officers and employees as may duly be elected
officers or Trustees of the Trust, subject to their individual consent to serve
and to any limitations imposed by law. You will not be required to pay any
expenses of the Trust other than those specifically allocated to you in this
paragraph 3. In particular, but without limiting the generality of the
foregoing, you will not be required to pay; (i) fees and expenses of the
Administrator of the Trust; (ii) organization expenses of the Trust; (iii) fees
and expenses incurred by the Trust in connection with membership in investment
company organizations; (iv) brokers' commissions; (v) payment for portfolio
pricing services to a pricing agent, if any; (vi) legal, auditing or accounting
expenses (including an allocable portion of the costs of your employees
rendering legal and accounting services to the Trust); (vii) taxes or
governmental fees; (viii) the fees and expenses of the transfer agent of the
Trust; (ix) the cost of preparing Share certificates or any other expenses,
including clerical expenses of issue, redemption or repurchase of Shares of the
Trust; (x) the expenses of and fees for registering or qualifying securities for
sale and of maintaining the registration of the Trust and registering the Trust
as a broker or a dealer; (xi) the fees and expenses of Trustees of the Trust who
are not affiliated with you or the Administrator; (xii) the cost of preparing
and distributing reports and notices to shareholders; (xiii) the fees or
disbursements of custodians of the Trust's assets, including expenses incurred
in the performance of any obligations enumerated by the Declaration of Trust or
By-Laws of the Trust insofar as they govern agreements with any such custodian;
or (xiv) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Trust's business. You shall
not be required to pay expenses of activities which are primarily intended to
result in sales of Shares of the Fund.
4. Compensation of the Adviser:
---------------------------
(a) For all services to be rendered and payments made as provided in paragraphs
2 and 3 hereof, the Trust on behalf of the Fund will pay you on the last
day of each month a fee at an annual rate equal to .075% per annum of the
average daily net assets, as defined below, of the Fund. The "average
daily net assets" of the Fund are defined as the average of the values
placed on the net assets as of 4:00 p.m. (New York time), on each day on
which the net asset value of the Fund's portfolio is determined consistent
with the provisions of Rule 22c-1 under the 1940 Act or, if the Fund
lawfully determines the value of the net assets of its portfolio as of some
other time on each business day, as of such time. The value of net assets
of the Fund shall be determined pursuant to the applicable provisions of
the Declaration of Trust of the Trust. If, pursuant to such provisions,
the determination of net asset value is suspended for any particular
business day, then for the purposes of this paragraph 4, the value of the
net assets of the Fund as last determined shall be deemed to be the value
of the net assets as of the close of the New York Stock Exchange, or as of
such other time as the value of the net assets of the Fund's portfolio may
lawfully be determined, on that day. If the determination of the net asset
value of the Shares of the Fund has been suspended pursuant to the
Declaration of Trust of the Trust for a period including such month, your
compensation payable at the end of such month shall be computed on the
basis of the value of the net assets of the Fund as last determined
(whether during or prior to such month). If the Fund determines the value
of the net assets of its portfolio more than once on any day, the last such
determination thereof on that day shall be deemed to be the sole
determination thereof on that day for the purposes of this paragraph 4.
(b) If, in any fiscal year, the sum of the Fund's expenses (including the fee
payable pursuant to this paragraph 4, but excluding taxes, interest,
brokerage commissions relating to the purchase or sale of portfolio
securities, distribution expenses and
2
extraordinary expenses such as for litigation) exceeds the expense
limitations, if any, applicable to the Fund imposed by state securities
administrators, as such limitations may be modified from time to time, you
shall repay or pay to the Fund a portion of your fee for such fiscal year
equal to the amount of such excess to the extent required by such expense
limitations, provided that the amount of such reimbursement shall not
exceed the amount of your fee during such fiscal year.
(c) In addition to the foregoing, you may from time to time agree not to impose
all or a portion of your fee otherwise payable hereunder (in advance of the
time such fee or portion thereof would otherwise accrue) and/or undertake
to pay or reimburse the Fund for all or a portion of its expenses not
otherwise required to be borne or reimbursed by you. Any such fee
reduction or undertaking may be discontinued or modified by you at any
time.
5. Avoidance of Inconsistent Position. In connection with purchases or
----------------------------------
sales of portfolio securities for the account of the Fund, neither you nor any
of your partners, officers or employees will act as a principal or agent or
receive any commission. You or your agent shall arrange for the placing of all
orders for the purchase and sale of portfolio securities for the Fund's account
with brokers or dealers selected by you. In the selection of such brokers or
dealers and the placing of such orders, you are directed at all times to seek
for the Fund the most favorable execution and net price available. It is also
understood that it is desirable for the Fund that you have access to
supplemental investment and market research and security and economic analyses
provided by brokers who may execute brokerage transactions at a higher cost to
the Fund than may result when allocating brokerage to other brokers on the basis
of seeking the most favorable price and efficient execution. Therefore, you are
authorized to place orders for the purchase and sale of securities for the Fund
with such brokers, subject to review by the Trust's Trustees from time to time
with respect to the extent and continuation of this practice. It is understood
that the services provided by such brokers may be useful to you in connection
with your services to other clients. If any occasion should arise in which you
give any advice to your clients concerning the Shares of the Fund, you will act
solely as investment counsel for such clients and not in any way on behalf of
the Fund. Your services to the Fund pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and other services to others.
6. Limitation of Liability of Adviser. You shall not be liable for any
----------------------------------
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Trust or
the Fund shall be deemed, when acting within the scope of his employment by the
Trust, to be acting in such employment solely for the Trust and not as your
employee or agent.
7. Duration and Termination of this Agreement. This Agreement shall
------------------------------------------
remain in force until June 30, 1997 and from year to year thereafter, but only
so long as such continuance is specifically approved at least annually by the
vote of a majority of the Trustees who are not interested persons of you or of
the Trust, cast in person at a meeting called for the purpose of voting on such
approval and by a vote of the Board of Trustees or of a majority of the
outstanding voting securities of the Fund. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty, by the Board of
Trustees, by vote of a majority of the outstanding voting securities of the
Fund, or by you. This Agreement shall automatically terminate in the event of
its assignment. In interpreting the provisions of this Agreement, the
definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "interested person," "assignment" and "majority of the
outstanding voting securities"), as from time to time amended, shall be applied,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission by any rule, regulation or order.
3
8. Amendment of this Agreement. No provisions 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. No amendment of this Agreement shall be
effective until approved by vote of the holders of a majority of the outstanding
voting securities of the Fund and by the Board of Trustees, including a majority
of the Trustees who are not interested persons of you or of the Trust, cast in
person at a meeting called for the purpose of voting on such approval.
9. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New York.
10. Miscellaneous. The captions in this Agreement are included for
-------------
convenience of reference only and in no way define or delimit 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 "▇▇▇▇▇▇▇ ▇▇▇▇▇ Money Market Trust" is the designation of the
Trustees for the time being under the Declaration of Trust dated December 6,
1978, as amended from time to time, and all persons dealing with the Trust or
the Fund must look solely to the property of the Trust or the Fund for the
enforcement of any claims against the Trust as neither the Trustees, officers,
agents or shareholders assume any personal liability for obligations entered
into on behalf of the Trust. The Fund shall not be liable for any claims
against any other series of the Trust.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract.
Yours very truly,
▇▇▇▇▇▇▇ SACHS MONEY MARKET TRUST
(ON BEHALF OF FINANCIAL SQUARE PRIME RATED MONEY MARKET FUND)
Attest:______________________________ By:______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary President of the Trust
The foregoing Agreement is hereby accepted as of the date thereof.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT,
A DIVISION OF ▇▇▇▇▇▇▇, SACHS & CO.
Attest:_______________________________ By:______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
Counsel to the Funds Chairman and Chief Executive
Officer
4