INVESTMENT ADVISORY AGREEMENT
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AGREEMENT made as of this 1st day of April, 1988,
between XXXXXXXX MONEY MARKET FUND, INC., a Maryland corporation
(the "Fund"), and XXXXXXXX COMPANY, INC., a Wisconsin corporation
(the "Adviser"):
(1) The Fund hereby employs the Adviser to manage the
investment and reinvestment of the assets of the Fund for the
period and on the terms set forth in this Agreement. The Adviser
hereby accepts such employment for the compensation herein
provided and agrees, during such period, to render the services
and to assume the obligations herein set forth.
(2) The Adviser shall, for all purposes herein, be
deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed
an agent of the Fund. However, one or more shareholders,
officers, directors or employees of the Adviser may serve as
directors and/or officers of the Fund, but without compensation
or reimbursement of expenses for such services from the Fund.
Nothing herein contained shall be deemed to require the Fund to
take any action contrary to its Articles of Incorporation or any
applicable statute or regulation, or to relieve or deprive the
board of directors of the Fund of its responsibility for and
control of the affairs of the Fund.
(3) The Adviser, at its own expense and without
reimbursement from the Fund, shall furnish office space, office
facilities, and executive officers and executive expenses (such
as health insurance premiums) for managing the assets of the
Fund. The Adviser shall also bear all sales and promotional
expenses of the Fund, including the cost of prospectuses
delivered to prospective investors other than those sent to
existing shareholders and those who have made unsolicited
requests for information from the Fund. The Fund shall bear the
expenses incurred in complying with laws regulating the offer,
issuance or sale of securities. Fees paid for attendance at
meetings of the Fund's board of directors to directors of the
Fund who are not interested persons of the Adviser, as defined in
the Investment Company Act of 1940, as amended, or officers or
employees of the Fund, shall be borne by the Fund. The Fund
shall bear all other expenses of its operations, or shall
reimburse the Adviser for such other expenses initially incurred
by it, provided that the total expenses borne by the Fund,
including the Adviser's fee but excluding all Federal, state and
local taxes, interest, and brokerage charges, shall not in any
year exceed that percentage of average net asset value of the
Fund for such year, as determined by appraisals made as of the
close of each business day, which is the most restrictive
percentage provided by the state laws of the various states in
which the Fund's common stock is qualified for sale. The
expenses of the Fund's operation borne by the Fund include, by
way of illustration and not limitation, the costs of preparing
and printing its Registration Statements required under the
Securities Act of 1933 and the Investment Company Act of 1940
(and amendments thereto), the expense of registering its shares
with the Securities and Exchange Commission and in the various
states, the cost of prospectuses, the cost of stock certificates,
reports to shareholders, interest charges, taxes, legal expenses,
noninterested directors' fees, salaries of administrative and
clerical personnel, association membership dues, auditing and
accounting services, fees and expenses of the custodian of the
Fund's assets, postage, charges and expenses of dividend
disbursing agents, registrars and stock transfer agents, the cost
of keeping all necessary shareholder records and accounts, and
any other costs related to the aforementioned items.
The Fund shall monitor its expense ratio on a regular basis.
At such times as it appears that the expenses of the Fund will
exceed the expense limitation established herein, the Fund shall
create an account receivable from the Adviser for the amount of
such excess. The Adviser is deemed indebted to the Fund as of
the last day of the Fund's fiscal year and shall pay to the Fund
the amount shown on such account receivable not later than the
last day of the first month following the end of the Fund's
fiscal year.
(4) For the services to be rendered and the charges
and expenses to be assumed by the Adviser hereunder, the Fund
shall pay to the Adviser an annual fee, paid monthly, based on
the average net asset value of the Fund, as determined by
appraisals made as of the close of each business day of the
month. The annual fee shall be .30 of 1% of the average net
asset value of the Fund. The Adviser must offset any excess
expenses owed under the expense limitation contained in paragraph
3 herein against the minimum fee owed to it by the Fund at each
contract payment date, and may offset any further amount of
expense against the minimum fee owed to it by the Fund at each
contract payment date, as the Adviser in its sole discretion may
so decide. Such fee shall be prorated in any month in which this
Agreement is not in effect for the entire month.
(5) The Adviser shall not take, and shall not permit
any of its shareholders, officers, directors, or employees to
take a long or short position in the shares of the Fund, except
for the purchase of shares of the Fund for investment purposes at
the same price as that available to the public at the time of
purchase, or in connection with the original capitalization of
the Fund.
(6) The services of the Adviser to the Fund hereunder
are not to be deemed exclusive and the Adviser shall be free to
furnish similar services to others so long as the services
hereunder are not impaired thereby. Although the Adviser has
permitted and is permitting the Fund to use the name "Xxxxxxxx",
it is understood and agreed that the Adviser reserves the right
to use and permit other persons, firms or corporations, including
investment companies, to use such name.
(7) This Agreement may not be amended without the
approval of the board of directors of the Fund, including a
majority of the disinterested directors, in the manner required
by the Investment Company Act of 1940, and by the vote of a
majority of the outstanding voting securities of the Fund, as
defined in the Investment Company Act of 1940.
(8) This Agreement may be terminated at any time,
without the payment of any penalty, by the board of directors of
the Fund or by a vote of the majority of the outstanding voting
securities of the Fund, as defined in the Investment Company Act
of 1940, upon giving sixty (60) days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any
time upon the giving of sixty (60) days' written notice to the
Fund. This Agreement shall terminate automatically in the event
of its assignment (as defined in Section 2(a)(4) of the
Investment Company Act of 1940). Until terminated as
hereinbefore provided, this Agreement shall continue in effect so
long as such continuance is specifically approved annually by (i)
the board of directors of the Fund or by a vote of a majority of
the outstanding voting securities of the Fund, as defined in the
Investment Company Act of 1940, and (ii) the board of directors
of the Fund in the manner required by the Investment Company Act
of 1940, provided that any such approval may be made effective
not more than sixty (60) days thereafter.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day first written.
XXXXXXXX COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
Attest:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Vice President
XXXXXXXX MONEY MARKET FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
Attest: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice
President and Secretary
