Exhibit 23(d)
XXXXXXXX INVESTMENT FUND
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made on this 3rd day of July 1984 by and
between the Trustees ("Trustees" herein) of XXXXXXXX INVESTMENT FUND, a common
law trust ("Fund" herein), and XXXXXXXX SECURITY CORPORATION, a Delaware
corporation.
WHEREAS, the Fund has been organized as an investment company, and desires
to employ its capital by investing and reinvesting the same in securities as
provided in the Trust Indenture of XXXXXXXX INVESTMENT FUND and the Declaration
of Trust effective May 11, 1979 ("Trust Indenture" herein); and
WHEREAS, The Fund desires to avail itself of the experience, sources of
information, advice, assistance and certain facilities available to the Advisor
and to have the Advisor perform for it various advisory, statistical, accounting
and clerical services; and
WHEREAS, The Advisor is willing to furnish such advice, facilities and
services on the terms and conditions hereinafter set forth:
NOW, THEREFORE, In consideration of the mutual covenants herein contained,
it is agreed that:
1. (a) The Advisor, subject to the direction of the Trustees, shall
provide the Fund with investment research and advice and shall manage and
supervise the Fund's portfolio of investments. In performing this function, the
Advisor shall (i) use its best efforts to present a continuing and suitable
investment program to the Fund, which is consistent with the investment policies
and objectives of the Fund; (ii) furnish the Fund with such information and
reports regarding the securities in the Fund's portfolio and proposed additions
to the portfolio as the Advisor deems appropriate or as the Fund may reasonable
request; (iii) supervise the Fund's relations with its Custodian, auditors and
governmental regulatory bodies; and (iv) shall furnish certain office space and
certain secretarial and clerical assistance necessary for the performance of the
foregoing functions.
(b) The Fund shall pay all of its ordinary expenses of operation
unless specifically excepted, such expenses of operation including, but not
being limited to, the following: (i) the expenses of maintaining its own books
of account; (ii) the expenses of maintaining one or more of its custodians,
transfer agents and dividend disbursing agents; (iii) the expenses of computing
the daily net asset value of shares of the Fund; (iv) the fees and expenses of
its Trustees, including those Trustees who also may be Directors of the Advisor
or its subsidiary corporations, and the fees and expenses of the members of any
Committee of the Fund including any members who also may be Directors or
officers or employees (or all of these) of the Advisor, its subsidiaries or
affiliated persons, and who perform services therefor and are compensated by
thereby; (v) the expenses of meetings of its shareholders; (vi) the expenses of
printing and mailing all of its shareholder reports and other required reports
and documents provided shareholders, including, but not being limited to, the
cost of printing and mailing prospectuses to shareholders; (vii) taxes of any
kind assesses against the Fund; (viii) interest and commissions; (ix) Securities
and Exchange Commission registration fees; (x) state
registration fees; (xi) the expenses of trust existence; (xii) all or part of
the salaries of the Fund officers and other employees who also may be Directors
or officers or employees (or all of these) of the Advisor, its subsidiaries or
affiliated persons, and who perform services therefor and are compensated
thereby; (xiii) the fees of its auditors; (xiv) the fees of its legal counsel;
(xv) travel, entertainment, publications, telephone, telegraph, office space
rent, and (xvi) all other ordinary expenses of operation. The Fund also shall
pay all extraordinary expenses of whatever kind or nature, unless such expenses
have been specifically assumed by the Advisor or one of its affiliates.
(c) When officers or employees of the Advisor, its subsidiaries or
affiliated persons perform duties for the Fund other than those duties required
by Section 1.(a) and those duties required of a transfer agent, the Fund shall
reimburse the Advisor for the performance of such duties or may, with the
consent of the Advisor, pay those officers pr employees directly.
2. (a) The Advisor shall be paid monthly a fee computed on the first
business day of each month of the Fund's fiscal year at the following annual
rates: 1% of the first $35,000,000, 7/8 of 1% on the next $35,000,000 and 3/4 of
1% on all sums in excess thereof as compensation for its services as specified
in sub-paragraph 1.(a) herein;
(b) For the purpose of determining fees payable to the Advisor, the
value of net assets shall be computed in the manner specified in Section 2.8 of
the Trust Indenture.
3. The Advisor shall allocate brokerage commissions on portfolio
transactions for the Fund among such brokers and/or dealers who provide
investment information, provide services to the Fund or to the Advisor in its
capacity as investment advisor or distributor of the Xxxxxxxx investment
companies, collectively, or who sell shares of the Fund, if and in the manner
permitted by applicable law or regulation; provided, however, that such brokers
or dealers render satisfactory service at standard commission rates, subject, in
any event, to the Fund's obtaining favorable prices and executions of orders,
consistent with the various services provided.
4. The Advisor may act as investment advisor to one or more other
investment companies. If, while so acting, it appears that the purchase or sale
of securities of the same issuer is advantageous to the Fund and such other
investment companies and is consistent with the investment objectives of the
Fund and such other companies, and if such purchases or sales should be executed
at approximately the same time, each will be executed on a proportionate basis
if feasible, and in the alternative, on a rotating or other equitable basis.
5. The Advisor assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith, and shall not be
responsible for any action of the Fund in following or declining to follow any
advice or recommendations of the Advisor. The Advisor shall not be liable for
any error of judgement or mistake of law or for any loss suffered by the Fund in
connection with matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith, or gross negligence on the part
of the Advisor in the performance of its duties under this Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any
Director, officer or employee of the Advisor who may also be a Trustee, officer
or other employee of the Fund to engage in any other business or to devote his
time and attention in part to the management or other aspects of any other
business, whether of a similar or dissimilar nature, not limit or restrict the
right of the Advisor to engage in any other business or to
render services of any kind to any other corporation, firm, individual or
association. Trustees and employees of the Fund are, therefore, specifically
permitted to serve from time to time as directors, officers and employees of
other corporations including the Advisor and subsidiaries, other companies which
it may acquire, or with which it may merge or consolidate, and other investment
companies which the Advisor may organize or sponsor.
7. This Agreement shall become effective when approved by vote of the
majority of the outstanding voting securities of the Fund, as defined in Section
2(a)(42) of the Investment Company Act of 1940, and may be amended by similar
approval.
8. This Agreement may be terminated at any time with the provisions of
Section 3.2 of the Trust Indenture.
9. This Agreement shall remain in effect for a period of two years from
the date of execution, and shall continue in effect thereafter only so long as
it is specifically approved annually by the Trustees, including the vote of a
majority thereof who are not parties to the Agreement or "interested persons",
as defined in Section 2(a)(19) of the Investment Company Act of 1940 of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, or by the vote of the holders of a majority, as so defined, of the
outstanding voting securities of the Fund and by the vote of a majority of the
Trustees who are not parties to the Agreement or "interested persons", as so
defined, of any such party, cast in person at a meeting called for the purpose
of voting on such approval.
10. The Trust Indenture is incorporated herein by reference and this
Agreement shall be governed thereby and interpreted in a manner consistent
therewith.
11. Notices to the Advisor shall be addressed to: Xxxxxxxx Security
Corporation, 0000 X Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx X.X. 00000; notices to the
Fund shall be addressed to Xxxxxxxx Investment Fund, 0000 X Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxx X.X. 00000.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized:
Attest: XXXXXXXX INVESTMENT FUND
________________________________ By: _______________________________
Xxxxxxx X. Xxxxxxxx
Chairman and President of the Trust
Attest: XXXXXXXX SECURITY CORPORATION
________________________________ By: _______________________________
Executive and Vice President-Investments
and Secretary
