INVESTMENT ADVISORY AGREEMENT
XXXXXX INTERNATIONAL FUNDS
Agreement effective this 1st day of June, 1995, between XXXXXX
INTERNATIONAL FUNDS (the "Trust"), a registered open-end management investment
company organized as a business trust in the Commonwealth of Massachusetts, and
XXXXXX MANAGEMENT CORPORATION (the "Advisor"), a corporation organized under the
laws of the State of California, with offices located at 0000 Xxxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000.
Whereas, the Trust is authorized to issue shares of beneficial interest in
one or more series with each such series representing interests in a separate
portfolio of securities and other assets; and
Whereas, the Trust currently offers its shares in one series designated as
the Xxxxxx European Government Bond Fund, (the "Initial Series"), (such Initial
Series together with all other series subsequently established by the Trust with
respect to which the Trust desires to retain the Advisor to render investment
advisory services hereunder and with respect to which the Advisor is willing to
do so being herein collectively referred to as the "Series"). In the event the
Trust establishes one or more series other than the Initial Series with respect
to which it desires to retain the Advisor to render management and investment
advisory services hereunder, it shall notify the Advisor in writing, whereupon
such series shall become a Series hereunder.
I DESCRIPTION OF SERVICES TO BE PROVIDED. In consideration for the
compensation hereinafter described, the Advisor agrees to provide the following
services to the Trust and to the Series:
A. Investment Advice and Portfolio Management. The Advisor shall
manage the investment and reinvestment of the Series' assets in accordance with
the investment objectives and policies of the Series as set forth in the Trust's
registration statement with the Securities and Exchange Commission as amended
from time to time and such instructions as the Trust's board of trustees may
issue. Consistent with the foregoing, the Advisor shall make all the
determinations as to the investment of the Series' assets and the purchase and
sale of its portfolio securities and take all steps necessary to implement same.
Such determinations and services shall also include determining the manner in
which voting rights, rights to consent to corporate actions and other rights
pertaining to the Series' portfolio securities shall be exercised. In placing
orders for the execution of the Series' portfolio transactions, the Advisor
shall use its best efforts to obtain the best possible price and execution and
shall otherwise place such orders subject to and in accordance with any
directions which the Trust's board of trustees may issue from time to time with
respect thereto. The Advisor shall select brokers and dealers for the execution
of portfolio transactions in accordance with the provisions of Section I.B. of
this agreement.
B.Brokerage. In executing transactions for the Series and selecting
brokers or dealers, the Advisor will use its best efforts to seek the best price
and execution available and shall execute or direct the execution of all such
transactions in a manner both permitted by law and that suits the best interest
of the Series and its shareholders. In assessing the best price and execution
available for any Series transaction, the Advisor will consider all factors it
deems relevant including, but not limited to, breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of any commission for
the specific transaction and on a continuing basis. Consistent with the
obligation to obtain best execution, the Advisor may cause a Series to pay a
broker which provides brokerage and research services to the Advisor a
commission for effecting a securities transaction in excess of the amount
another broker might have charged. Such higher commissions may not be paid
unless the Advisor determines in good faith that the amount paid is reasonable
in relation to the services received in
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terms of the particular transaction or the Advisor's overall responsibilities to
the Series and any other of the Advisor's clients.
On occasions when the Advisor deems the purchase or sale of a security
to be in the best interest of the Series as permitted by applicable law, the
Advisor may aggregate the securities to be sold or purchased with purchases of
sales of other funds in order to obtain the best execution of the order or lower
brokerage commissions, if any. The Advisor may also on occasion purchase or sell
a particular security for one or more clients in different amounts. On either
occasion, and to the extent permitted by applicable law and regulations,
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 Trust and to such other customers.
C. Reports and Information. The Advisor shall render regular reports
to the Trust at quarterly meetings of the board of trustees and at such other
times as may reasonably be requested by the Trust's board of (i) the decisions
it has made with respect to the Series' assets and the purchase and sale of its
portfolio securities, (ii) the reasons for such decisions and related actions
and, (iii) the extent to which those decisions have been implemented. In
addition, the Advisor will provide the Trust with such accounting and
statistical data as it requires for the preparation of registration statements,
reports and other documents required by federal and state securities, tax and
other applicable regulations and such additional documents and information as
the Trust may reasonably request for the management of its affairs.
D. Subcontracts. In rendering the services required under this
agreement, the Advisor may, from time to time, engage or associate itself with
such persons or entities as it believes necessary to assist it in carrying out
its obligation under this agreement and may contract with such other parties as
the Advisor deems appropriate to obtain information, advisory and management
services, and other assistance. Any fees, compensation or expenses to be paid to
any such party shall be paid by the Advisor and no obligation to any such party
shall be incurred on the Series' behalf. Such arrangements as described in this
paragraph shall be subject to the approval of the trustees, including a majority
of the trustees who are not party to nor interested persons of such an
arrangement, and of the shareholders, to the extent required by law.
E. Promotion and Distribution. The Advisor shall promote the sale and
distribution of the Series' shares to the general public in such a manner and at
such times and places as the Advisor shall, in the exercise of reasonable
discretion, determine; and otherwise as the Advisor and the Trust's board of
trustees may from time to time agree.
II. COMPENSATION FOR SERVICES.
(a) Amount of Compensation. As compensation for the services rendered
and duties assumed by the Advisor, the Trust, on behalf of the Series, shall,
within ten (10) days after the last day of each calendar month, pay the Advisor
an advisory fee equal to the amount determined using the following formula: (A)
a Trust Fee (if any) plus an Individual Fund Fee (if any), minus (B) the amount
by which the Series' Expenses exceed the Expense Guarantee Rate as defined
below, minus (C) any further amount by which the Advisor publicly announces it
will reduce the Series' Expenses, plus (D) the amount of any recoupment as
described below.
The Advisor's compensation shall be computed and accrued daily.
Upon termination of this agreement before the end of any calendar
month, the fee for the period from the end of the calendar month preceding the
month of termination to the date of termination shall be prorated according to
the proportion which the number of calendar days in the month prior to the date
of termination bears to the number of calendar days in the month of termination,
and shall be payable within ten (10) days after the date of termination. For
this purpose,
2
the value of the Series' net assets shall be computed by the same method at the
end of each business day as the Series uses to compute the value of its net
assets in connection with the determination of the net asset value of Series
shares, all as more fully set forth in the Series' prospectus. To the extent
that Expenses of the Series in excess of the Series' Expense Guarantee Rate
exceed the total of the Trust Fee (if any) and Individual Fund Fee (if any),
plus any recoupment due, the Advisor will reimburse the Series for such excess.
(b) Determination of Trust Fee and Individual Fund Fee. No Trust Fee
hall be paid by the Xxxxxx European Government Bond Fund.
With respect to the Xxxxxx European Government Bond Fund, the
Individual Fund Fee shall be determined based on the average daily net assets of
the Xxxxxx European Government Bond Fund, pursuant to the following schedule of
annualized rates:
0.45% of the first $200 million;
0.40% of the next $300 million;
0.35% of the next $1 billion;
0.34% of the next $1 billion
0.33% of the next $1 billion;
0.32% of the next $1 billion;
0.31% of the next $1 billion;
0.30% of the next $1 billion; and
0.29% of the net assets over $6.5 billion.
(c) Limitation of Fund Expenses.
1. The Expense Guarantee Rate for each Series is set forth on
Schedule A, attached hereto, as such schedule may be amended
from time to time by the Trust's board of trustees.
2. The term "Expenses" as used in Section II of this agreement
shall mean:
A. The Trust Fee (if any) plus the Individual Fund Fee (if any).
B. Compensation for administrative and transfer agent services as
specified in Section I.B and II.B of The Administrative
Services Agreement, as such agreement may be amended from time
to time by the Trust's board of trustees or shareholders (the
"Administrative Services Agreement").
C. Direct expenses as specified in Section III.B of the
Administrative Services Agreement.
D. Extraordinary Expenses, as specified in Section III.C of the
Administrative Services Agreement, are excluded from the
definition of Expenses as set forth herein.
3. The Advisor will be legally bound by any public announcement
that it will reduce, in accordance with the terms of its
announcement, the Series' Expenses below the Expense Guarantee
Rate.
(d) Recoupment. The Advisor may recover amounts (representing Expenses
in excess of the Expense Guarantee Rate) which reduced the Advisor's
compensation or that it reimbursed to a Series during the preceding 11 months
if, and to the extent that, for any given month,
3
the Series' expense ratio (net of reimbursements) was lower than the Expense
Guarantee Rate in effect at the time, but not during any period, during which
the Advisor has agreed, pursuant to paragraph (c)3 above, to limit the Series'
Expenses to an amount less than the Expense Guarantee Rate.
III. EXPENSES. Except as hereinafter provided, the Advisor shall pay all of
its expenses incurred in the performance of this agreement, including but not
limited to salaries and other compensation of its officers and employees and all
other costs of providing such advice, portfolio management and information and
reports to the Trust and the Series as are required hereunder, and all expenses
associated with any activity primarily intended to result in the sale of Series'
shares, such as advertising, printing and mailing of prospectuses to other than
current shareholders, printing and mailing of sales literature and compensation
of sales personnel.
IV. ACTIVITIES OF THE ADVISOR. The services of the Advisor to the Series
hereunder are not to be deemed exclusive, and the Advisor shall be free to
render similar services to others. Subject to and in accordance with the
Declaration of Trust and the Bylaws of the Trust and to Section 10(a) of the
Investment Company Act of 1940, it is understood that trustees, officers, agents
and shareholders of the Trust are or may be interested in the Advisor as
directors, officers or shareholders of the Advisor, that directors, officers,
agents or shareholders of the Advisor are or may be interested in the Trust as
trustees, officers, shareholders or otherwise, that the Advisor is or may be
interested in the Trust as a shareholder or otherwise, and that the effect of
any such interest shall be governed by the Trust's Declaration of Trust, its
Bylaws and the Investment Company Act of 1940.
V. LIABILITY OF THE ADVISOR. In the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of its obligations and duties
hereunder, the Advisor shall not be subject to liability to the Series or to any
shareholder of the Series for any act or omission in the course of, or connected
with, rendering advice or services hereunder or for any losses that may be
sustained in the purchase, retention or sale of any security. No provision of
this Agreement shall be construed to protect any trustee or officer of the Trust
or any director or officer of the Advisor from liability in violation of
Sections 17(h) and (i) of the Investment Company Act of 1940.
VI. LIMITATION OF TRUST'S LIABILITY. The Advisor acknowledges that it has
received notice of and accepts the limitations of the Trust's liability set
forth in its Declaration of Trust. The Advisor agrees that the Trust's
obligations hereunder shall be limited to the Series and to its assets and that
the Advisor shall not seek satisfaction of any such obligation from the
shareholders of the Series nor from any trustee, officer, employee or agent of
the Trust.
VII. RENEWAL, TERMINATION AND AMENDMENT. The term of this agreement shall
be from the date first written above, and shall continue in effect, unless
sooner terminated as provided herein, for two years from such date, and shall
continue in effect with respect to a Series from year to year thereafter only so
long as such continuance is specifically approved at least annually by the vote
of either a majority of the outstanding voting securities of that Series or a
majority of the Trust's trustees, and the vote of a majority of the Trust's
trustees who are neither parties to the agreement nor interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. "Approved at least annually" shall mean approval occurring, with
respect to the first continuance of the agreement, during the 90 days prior to
and including the date of its termination in the absence of such approval, and
with respect to any subsequent continuance, during the 90 days prior to and
including the first anniversary of the date upon which the most recent previous
annual continuance of the agreement became effective. This agreement may be
terminated at any time without payment of any penalty, by the board of trustees
of the Trust, or with respect to a Series, by a vote of the majority of the
outstanding voting securities of such Series, upon 60 days' written notice to
the Advisor, and by the Advisor upon 60 days' written notice to the Trust. The
agreement shall terminate automatically inthe event of its assignment. The terms
"assignment" and "vote of a majority of the outstanding voting securities" shall
have the meanings set forth for such terms in the Investment Company Act of 1940
and Rule 18f-2 thereunder.
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VIII. SEVERABILITY. If any provision of this agreement shall be held or
made invalid by a court decision, statute, rule or similar authority, the
remainder of this agreement shall not be affected thereby.
IX. APPLICABLE LAW. This Agreement shall be construed in accordance with
the laws of the State of California.
In witness whereof, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first written
above.
XXXXXX INTERNATIONAL FUNDS
By /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, President
XXXXXX MANAGEMENT CORPORATION
By /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
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EXPENSE GUARANTEE RATES
SCHEDULE A
Expense Guarantee Rates and Effective Dates
Approved by Board of Directors/Trustees April 3, 1995
=========================================================================================================================
(Proposed '95) BOARD EFFECTIVE
FUND EXPENSE APPROVAL DATES
GUARANTEE DATE
RATE
=========================================================================================================================
Capital Preservation Fund .54% 4/3/95 6/1/95 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
Capital Preservation Fund II .75% 4/3/95 6/1/95 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx California Tax-Free and Municipal Funds
-------------------------------------------------------------------------------------------------------------------------
Municipal High-Yield Fund .62% 4/3/95 6/1/95 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
Municipal Money Market Fund .58% " "
-------------------------------------------------------------------------------------------------------------------------
Tax-Free Insured Fund .62% " "
-------------------------------------------------------------------------------------------------------------------------
Tax-Free Intermediate Fund .62% " "
-------------------------------------------------------------------------------------------------------------------------
Tax-Free Long-Term Fund .62% " "
-------------------------------------------------------------------------------------------------------------------------
Tax-Free Money Market Fund .54% " "
-------------------------------------------------------------------------------------------------------------------------
Tax-Free Short-Term Fund .62% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Equity Funds
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Equity Growth Fund .75% 4/3/95 6/1/95 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Gold Equities Index Fund .75% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Income & Growth Fund .75% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Utilities Income Fund .75% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Global Natural Resources Index Fund .75% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Government Income Trust
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx GNMA Income Fund .65% 4/3/95 6/1/95 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Treasury Note Fund .65% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Government Agency Fund .50% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Adjustable Rate Government Securities Fund .65% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Short-Term Treasury and Agency Fund .65% " "
-------------------------------------------------------------------------------------------------------------------------
Benham Long-Term Treasury and Agency Fund .65% " "
-------------------------------------------------------------------------------------------------------------------------
EXPENSE GUARANTEE RATES
SCHEDULE A
Expense Guarantee Rates and Effective Dates
Approved by Board of Directors/Trustees April 3, 1995
=========================================================================================================================
(Proposed '95) BOARD EFFECTIVE
FUND EXPENSE APPROVAL DATES
GUARANTEE DATE
RATE
=========================================================================================================================
Xxxxxx International Funds
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx European Government Bond Fund .90% 4/3/95 6/1/95 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Investment Trust
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Prime Money Market Fund .50% 4/3/95 6/1/95 to
5/31/98
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Manager Funds
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Capital Manager Fund 1.00% 4/3/95 6/1/95 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Municipal Trust
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx National Tax-Free Money Market Fund .64% 4/3/95 6/1/94 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx National Tax-Free Intermediate-Term Fund .69% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx National Tax-Free Long-Term Fund .69% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Florida Municipal Money Market Fund .65% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Florida Municipal Intermediate-Term Fund .69% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Arizona Municipal Intermediate-Term Fund .69% " "
-------------------------------------------------------------------------------------------------------------------------
Xxxxxx Target Maturities Trust
-------------------------------------------------------------------------------------------------------------------------
1995 Portfolio .70% 4/3/95 6/1/95 to
5/31/96
-------------------------------------------------------------------------------------------------------------------------
2000 Portfolio .70% " "
-------------------------------------------------------------------------------------------------------------------------
2005 Portfolio .70% " "
-------------------------------------------------------------------------------------------------------------------------
2010 Portfolio .70% " "
-------------------------------------------------------------------------------------------------------------------------
2015 Portfolio .70% " "
-------------------------------------------------------------------------------------------------------------------------
2020 Portfolio .70% " "
=========================================================================================================================
