JAMES FUNDS
485BPOS, EX-99.23.D.IV, 2000-11-01
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                              MANAGEMENT AGREEMENT

TO:  James Investment Research, Inc.
     P.O. Box 8
     Alpha, Ohio  45301

Dear Sirs:

     The James  Advantage  Funds (the "Trust")  herewith  confirms our agreement
with you.

     The Trust has been  organized  to engage in the  business of an  investment
company.  The Trust currently offers several series of shares to investors,  one
of which is The James Large Cap Plus Fund (the "Fund").

     You have been  selected to act as the sole  investment  adviser of the Fund
and to provide  certain other 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 upon the date of the execution of this Agreement.

     1.   ADVISORY SERVICES
          -----------------

          You will regularly provide the Fund with such investment advice as you
in your  discretion  deem  advisable  and will furnish a  continuous  investment
program  for the Fund  consistent  with the  Fund's  investment  objectives  and
policies.  You will  determine the  securities to be purchased for the Fund, the
portfolio  securities  to be held or sold by the  Fund  and the  portion  of the
Fund's assets to be held  uninvested,  subject  always to the Fund's  investment
objectives, policies and restrictions, 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 of the Trust (the  "Board")  may from time to time  establish.
You will advise and assist the officers of the Trust in taking such steps as are
necessary  or  appropriate  to carry  out the  decisions  of the  Board  and the
appropriate committees of the Board regarding the conduct of the business of the
Fund.

     2.   ALLOCATION OF CHARGES AND EXPENSES
          ----------------------------------

          You will  pay all  organizational,  offering  and  operating  expenses
(other than expenses  specifically  assumed by the Fund) of the Fund,  including
the  compensation  and  expenses of any  employees  of the Fund and of any other
persons  rendering any services to the Fund;  clerical and  shareholder  service
staff  salaries;  office  space and other  office  expenses;  fees and  expenses
incurred  by the  Fund in  connection  with  membership  in  investment  company
organizations;  legal, auditing and accounting expenses; expenses of registering
shares under federal and state securities  laws;  insurance  expenses;  fees and
expenses  of  the  custodian,   transfer  agent,   dividend   disbursing  agent,
shareholder  service agent,  plan agent,  administrator,  accounting and pricing
services  agent  and  underwriter  of the  Fund;  expenses,  including  clerical
expenses,  of issue,  sale  redemption or repurchase of shares of the Fund;  the
cost of preparing and distributing reports and notices to shareholders, the cost
of printing or preparing prospectuses

<PAGE>

and  statements of  additional  information  for delivery to the Fund's  current
shareholders;  the cost of printing or preparing stock certificates or any other
documents,  statements  or reports to  shareholders;  expenses of  shareholders'
meetings  and  proxy  solicitations;   and  all  other  operating  expenses  not
specifically assumed by the Fund.

          The Fund will pay all brokerage fees and commissions, taxes, interest,
fees and expenses of the  non-interested  person trustees and such extraordinary
or non-recurring  expenses as may arise,  including litigation to which the Fund
may be a party and  indemnification  of the Trust's  trustees and officers  with
respect thereto.  The Fund will pay all expenses which may be incurred  pursuant
to the Fund's  Rule 12b-1  Distribution  Plan (the  "12b-1  Expenses").  You may
obtain  reimbursement  from the Fund, at such time or times as you may determine
in your sole discretion, for any of the expenses advanced by you, which the Fund
is obligated to pay, and such  reimbursement  shall not be considered to be part
of your compensation pursuant to this Agreement.

     3.   COMPENSATION OF THE ADVISER
          ---------------------------

          For all of the  services  to be  rendered  and  payments to be made as
provided in this Agreement,  as of the last business day of each month, the Fund
will pay you a fee (a) at the annual rate of 1.25% of the  average  value of its
daily net assets,  minus (b) the fees and expenses of the non-interested  person
trustees incurred by the Fund.

          The  average  value of the  daily  net  assets  of the  Fund  shall be
determined pursuant to the applicable  provisions of the Declaration of Trust of
the Trust or a  resolution  of the Board,  if  required.  If,  pursuant  to such
provisions,  the  determination  of net asset value of the fund is suspended for
any particular business day, then for the purposes of this paragraph,  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 business  day, or as of such other time
as the value of the Fund's net assets may lawfully be  determined,  on that day.
If the determination of the net asset value of the Fund has been suspended 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).

     4.   EXECUTION OF PURCHASE AND SALE ORDERS
          -------------------------------------

          In connection with purchases or sales of portfolio  securities for the
account of the Fund, it is  understood  that you will arrange for the placing of
all orders for the  purchase and sale of  portfolio  securities  for the account
with brokers or dealers  selected by you, subject to review of this selection by
the Board from time to time. You will be responsible for the negotiation and the
allocation of principal  business and portfolio  brokerage.  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 best qualitative  execution,  taking into account
such factors as price (including the applicable  brokerage  commission or dealer
spread) the execution capability, financial responsibility and responsiveness of
the broker or dealer and the  brokerage  and research  services  provided by the
broker or dealer.

                                       2
<PAGE>

          You should  generally seek favorable  prices and commission rates that
are reasonable in relation to the benefits received. In seeking best qualitative
execution,  you are  authorized  to select  brokers or dealers who also  provide
brokerage and research  services (as those terms are defined in Section 28(e) of
the Securities  Exchange Act of 1934) to the Fund and/or the other accounts over
which you exercise investment discretion.  You are authorized to pay a broker or
dealer who  provides  such  brokerage  and research  services a  commission  for
executing  a Fund  portfolio  transaction  which is in excess  of the  amount of
commission  another  broker or dealer  would have  charged  for  effecting  that
transaction  if you determine in good faith that the amount of the commission is
reasonable  in  relation to the value of the  brokerage  and  research  services
provided by the executing broker or dealer.  The  determination may be viewed in
terms of either a particular  transaction or your overall  responsibilities with
respect  to  the  Fund  and to  accounts  over  which  you  exercise  investment
discretion.  The Fund and you  understand  and  acknowledge  that,  although the
information  may be useful to the Fund and you,  it is not  possible  to place a
dollar  value on such  information.  The Board  shall  periodically  review  the
commissions  paid  by the  Fund  to  determine  if  the  commissions  paid  over
representative  periods of time were  reasonable  in relation to the benefits to
the Fund.

          Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers,  Inc., and subject to seeking best qualitative  execution
as described above, you may give consideration to sales of shares of the Fund as
a factor in the  selection  of brokers  and  dealers to execute  Fund  portfolio
transactions.

          Subject to the  provisions of the  Investment  Company Act of 1940, as
amended (the "Act"),  and other  applicable  law, you, any of your affiliates or
any affiliates of your  affiliates may retain  compensation  in connection  with
effecting the Fund's portfolio  transactions,  including  transactions  effected
through  others.  If any  occasion  should arise in which you give any advice to
clients  of yours  concerning  the  shares of the Fund,  you will act  solely as
investment  counsel  for such  client  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, including other registered investment companies.

     5.   LIMITATION OF LIABILITY OF ADVISER
          ----------------------------------

          You may rely on information  reasonably believed by you to be accurate
and  reliable.  Except  as may  otherwise  be  required  by the Act or the rules
thereunder, neither you nor your officers, directors, employees, agents, control
persons or affiliates  of any thereof shall be subject to any liability  for, or
any damages,  expenses or losses  incurred by the Trust in connection  with, any
error of  judgement,  mistake  of law,  any act or  omission  connected  with or
arising out of any services  rendered  under, or payments made pursuant to, this
Agreement or any other matter to which this Agreement relates,  except by reason
of willful  misfeasance,  bad faith or gross  negligence on the part of any such
persons in the performance of your duties under this Agreement,  or by reason of
reckless  disregard by any of such persons of your  obligations and duties under
this Agreement.

                                       3
<PAGE>

          Any person, even though also a director, officer, employee or agent of
you, who may be or become an officer,  director,  trustee,  employee or agent of
the Trust,  shall be deemed,  when rendering  services to the Trust or acting on
any business of the Trust (other than  services or business in  connection  with
your duties  hereunder),  to be rendering  such services to or acting solely for
the Trust and not as a director, officer, employee or agent of you, or one under
your control or direction, even though paid by you.

     6.   DURATION AND TERMINATION OF THIS AGREEMENT
          ------------------------------------------

          This Agreement  shall take effect on the date of its execution by you,
and shall  remain  in force  for a period of two (2) years  from the date of its
execution,  and from year to year thereafter,  subject to annual approval by (i)
the  Board  or  (ii) a vote  of a  majority  (as  defined  in  the  Act)  of the
outstanding  voting  securities  of the  Fund,  provided  that in  either  event
continuance  is  also  approved  by a  majority  of the  trustees  who  are  not
"interested persons," as defined in the Act, of you or the Trust, by a vote cast
in person at a meeting called for the purpose of voting such approval.

          If the  shareholders  of the Fund fail to approve the Agreement in the
manner set forth above, upon request of the Board, you will continue to serve or
act in such  capacity  for the  Fund for the  period  of time  pending  required
approval of the Agreement, of a new agreement with you or a different adviser or
other definitive  action;  provided that the compensation to be paid by the Fund
to you for your  services to and payments on behalf of the Fund will be equal to
the lesser of your  actual  costs  incurred  in  furnishing  such  services  and
payments  or the  amount  you would  have  received  under  this  Agreement  for
furnishing such services and payments.

          This Agreement may, on sixty (60) days written  notice,  be terminated
with respect to the Fund, at any time without the payment of any penalty, by the
Board, by a 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.

     7.   USE OF NAME
          -----------

          The Trust and you acknowledge that all rights to the name "James Large
Cap Plus," or any variation thereof, belongs to you, and that the Trust is being
granted a  limited  license  to use such  words in its Fund name or in any class
name. In the event you cease to be the adviser to the Fund, the Trust's right to
use  the  name  "James  Large  Cap  Plus,"  or  any  variation  thereof,   shall
automatically  cease on the ninetieth  (90th) day following the  termination  of
this  Agreement.  The right to the name may also be  withdrawn by you during the
term of this  Agreement  upon  ninety  (90) days'  written  notice by you to the
Trust.  Nothing  contained herein shall impair or diminish in any respect,  your
right to use the name "James Large Cap Plus," or any variation  thereof,  in the
name of, or in connection  with, any other business  enterprises  with which you
are or may become  associated.  There is no charge to the Trust for the right to
use these names.

                                       4
<PAGE>

     8.   AMENDMENT OF THIS AGREEMENT
          ---------------------------

          No provision of this Agreement may be changed,  waived,  discharged or
terminated  orally,  and no amendment of this Agreement shall be effective until
approved  by the  Board,  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,   and  (if  required   under
interpretations of the Act by the Securities and Exchange Commission) by vote of
the holders of a majority of the outstanding  voting securities of the series to
which the amendment relates.

     9.   LIMITATION OF LIABILITY TO TRUST PROPERTY
          -----------------------------------------

          The term "The James Advantage  Funds" means and refers to the Trustees
from time to time serving under the Trust's Declaration of Trust as the same may
subsequently  thereto  have been,  or  subsequently  hereto be,  amended.  It is
expressly  agreed  that the  obligations  of the  Trust  hereunder  shall not be
binding upon any of the trustees,  shareholders,  nominees,  officers, agents or
employees  of the Trust  personally,  but bind only the  trust  property  of the
Trust, as provided in the  Declaration of Trust of the Trust.  The execution and
delivery of this Agreement have been authorized by the trustees and shareholders
of the Trust and signed by  officers of the Trust,  acting as such,  and neither
such  authorization  by such trustees and  shareholders  nor such  execution and
delivery  by such  officers  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 Trust as provided  in its  Declaration  of
Trust. A copy of the Agreement and  Declaration of Trust of the Trust is on file
with the Secretary of the State of Ohio.

     10.  SEVERABILITY
          ------------

          In the event any provision of this  Agreement is determined to be void
or  unenforceable,  such  determination  shall not affect the  remainder of this
Agreement, which shall continue to be in force.

     11.  QUESTIONS OF INTERPRETATION
          ---------------------------

          (a) This Agreement shall be governed by the laws of the State of Ohio.

          (b) Any  question of  interpretation  of any term or provision of this
Agreement having a counterpart in or otherwise  derived from a term or provision
of the Act shall be resolved by  reference  to such term or provision of the Act
and to  interpretation  thereof,  if any, by the United  States courts or in the
absence of any controlling decision of any such court, by rules,  regulations or
orders of the Securities and Exchange Commission issued pursuant to said Act. In
addition,  where  the  effect  of a  requirement  of the Act,  reflected  in any
provision  of this  Agreement  is  revised by rule,  regulation  or order of the
Securities  and  Exchange   Commission,   such  provision  shall  be  deemed  to
incorporate the effect of such rule, regulation or order.

                                       5
<PAGE>

     12.  NOTICES
          -------

          Any notices under this  Agreement  shall be in writing,  addressed and
delivered  or mailed  postage  paid to the other  party at such  address as such
other party may designate for the receipt of such notice.  Until further  notice
to the  other  party,  it is  agreed  that  the  address  of the  Trust  is 1349
Fairground  Road,  Beavercreek,  Ohio 45385,  and your  address for this purpose
shall be P.O. Box 8, Alpha, Ohio 45301.

     13.  COUNTERPARTS
          ------------

          This  Agreement may be executed in one or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     14.  BINDING EFFECT
          --------------

          Each of the undersigned  expressly warrants and represents that he has
the full  power  and  authority  to sign this  Agreement  on behalf of the party
indicated,  and that his signature  will operate to bind the party  indicated to
the foregoing terms.

     15.  CAPTIONS
          --------

          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.

          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
upon the date thereof.

                                        Yours very truly,

                                        James Advantage Funds


                                        By /s/ Barry R. James
                                           -------------------------
                                           Barry R. James, President

Dated: November 1, 1999

                                       6
<PAGE>

ACCEPTANCE
----------

     The foregoing Agreement is hereby accepted.

                                        James Investment Research, Inc.


                                        By /s/ Francis E. James, Jr.
                                           -------------------------
                                           Francis E. James, Jr., President

Dated: November 1, 1999

                                       7



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