EXHIBIT 99-9(d)
CONSULTING AGREEMENT
XXXXX XXXXXXX INVESTMENT COMPANY
THIS AGREEMENT made this 24th day of January, 1986 between and among Xxxxx
Xxxxxxx Investment Company, a Massachusetts business trust (hereafter the
"Trust"); Xxxxx Xxxxxxx Investment Management Company, a corporation organized
under the laws of the State of Washington (hereafter "Manager"); and Xxxxx
Xxxxxxx Company, a corporation organized under the laws of the State of
Washington (hereafter "Consultant"):
WITNESSETH
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WHEREAS the Trust is a diversified management investment company registered
under the Investment Company Act of 1940 ("1940 Act"), currently offering shares
of fifteen investment funds with different investment objectives and policies
("Sub-Trusts"), and uses one or more money managers to select portfolio
securities; and
WHEREAS Manager has agreed to provide all management and administrative services
to the Trust, including but not limited to the recommendation of money
manager(s) for each of the Sub-Trusts, and to act as a discretionary money
manager, and has also agreed to provide asset management services to
shareholders of the Trust; and
WHEREAS Consultant is the sole stockholder of Manager, is registered as an
investment advisor under the Investment Advisors Act of 1940, and is primarily
engaged in the business of consulting with the sponsors of large pools of assets
concerning the management and investment of those assets including the selection
of investment managers for those pools ("asset management consulting services");
and
WHEREAS the Trust and Manager believe that Consultant's asset management
consulting services provide reasonable and essential assistance to the Trust in
conducting its operations and to Manager in discharging its responsibilities to
the Trust and its shareholders, and desire to obtain Consultant's asset
management consulting services on the terms and conditions set forth in this
Agreement; and
WHEREAS Consultant is willing to provide its asset management consulting
services to the Trust and Manager on the terms and conditions set forth in this
Agreement:
NOW THEREFORE, in consideration of the mutual agreements herein made, the
Trust, Consultant, and Manager agree as follows:
1. Employment of Consultant. Trust and Manager hereby employ Consultant
to provide the asset management consulting services set forth in
Section 2 of this Agreement.
2. Services of Consultant. Consultant shall provide to the Trust and to
Manager:
A. Asset allocation modeling systems, including access to
Consultant's computer facilities.
B. Advice and techniques relating to investment objective planning,
including targeting long-term rates of return and risk levels.
C. Research and recommendations concerning potential money managers
for the Trust.
D. Monitoring and periodic re-evaluation of existing money managers
for the Trust.
E. Preparation of Portfolio Activity Reports for each portfolio of
the Sub-Trusts, which reports measure and analyze various aspects
of the portfolios and results achieved, and include the recording
of
portfolio transactions, capital changes, income receipts, and
other transactions; and of Analysis of International Management
reports for each international portfolio of the Sub-Trust.
Consultant shall provide the Trust and Manager with such research
reports, investment policy statements and other materials supporting
the advice and recommendations of Consultant with respect to the
foregoing as they may reasonably request. At the request of the Trust
or Manager, Consultant will consult with the Trust or Manager with
respect to any recommendation made by Consultant and, in general, with
respect to the accounts of shareholders of the Sub-Trusts.
3. Acceptance and Appointment; Standard of Performance. Consultant
hereby accepts its appointment as a consultant and agrees to use its
best professional judgment to make timely reports and recommendations
to the Trust and Manager with respect to the management of the
accounts of the shareholders and of the Sub-Trust. Consultant agrees
that in providing services hereunder it shall adhere to the same
standards of care and conduct with respect to the Trust as it does for
each of its other consulting clients.
4. Services of Consultant to Other Clients. It is understood that
Consultant performs substantially the same type of consulting services
for other clients. Subject to the provisions of paragraph 3 hereof,
the Trust and Manager agree that Consultant may give advice and take
action with respect to any of its other clients which may differ from
advice given, or the timing or nature of action taken, with respect to
the Trust, so long as it is the Consultant's policy, to the extent
practical, to provide its services and submit its recommendations over
a period of time on a timely, fair, and equitable basis relative to
other clients. Without limiting the foregoing, it is understood that
Consultant shall not have any obligation to recommend any money
manager for employment or termination by the Trust which Consultant,
its principals, affiliates, or employees may recommend for the account
of any other client, if in the opinion of Consultant such
recommendation appears at that time to be unnecessary, unsuitable, or
undesirable for the Trust.
5. Fees for Consulting Services. The compensation of Consultant for its
services under Section 2 of this Agreement shall be paid by Manager;
provided, however that the Trust and Sub-Trusts shall pay the expenses
of the reports identified in Section 2(E).
6. Amendment. This Agreement may be amended at any time by written
agreement between and among Consultant, the Trust, and Manager,
subject to the Trust obtaining such approvals as may be required by
the 1940 Act.
7. Renewal and Termination.
A. This Agreement shall become effective on the date written above
and shall continue in effect as to each Sub-Trust until April 30,
1987. The Agreement is renewable annually thereafter for
successive one year periods: (1) by a vote of a majority of the
Trustees of the Trust; or (2) as to each Sub-Trust, by a vote of
a
majority of the outstanding voting securities of that Sub-Trust,
and in either case by a vote of a majority of the Trustees who
are not parties to the Agreement or interested persons of any
parties to the Agreement (other than as Trustees of the Trust)
cast in person at a meeting called for purposes of voting on the
Agreement; provided, however, that if the shareholders of any one
or more Sub-Trusts fail to approve the Agreement as provided
herein, the Consultant may continue to serve in such capacity in
the manner and to the extent permitted by the 1940 Act and the
Rules and Regulations thereunder.
B. This Agreement:
(1) may at any time be terminated without the payment of any
penalty either by vote of the Board of Trustees of the Trust
or, as to any Sub-Trust, by vote of a majority of the
outstanding voting securities of the Sub-Trust, on 60 days'
written notice to the Consultant;
(2) shall immediately terminate in the event of its assignment;
and
(3) may be terminated by the Consultant on 60 days' written
notice to the Trust.
C. As used in this Section 7, the terms of "assignment", "interested
person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth for any such terms
in the 1940 Act.
D. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed postpaid, to the other party
at any office of such party.
8. Applicable Law. To the extent that State law shall not have been
preempted by the provisions of any other laws of the United States
heretofore or hereafter enacted, as the same may be amended from time
to time, this Agreement shall be administered, construed, and enforced
according to the laws of the State of Washington.
9. Liabilities of the Consultant. In the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or
duties hereunder or on the part of the Consultant, the Consultant
shall not be subject to liability to the Trust or to any shareholder
of the Trust for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding, or sale of any security.
10. Limitation of Liability. The Master Trust Agreement dated July 26,
1984, as amended from time to time, establishing the Trust, which is
hereby referred to and a copy of which is on file with the Secretary
of The Commonwealth of Massachusetts, provides that the name Xxxxx
Xxxxxxx Investment Company means the Trustees from time to time
serving (as Trustees but not personally) under said Master Trust
Agreement. It is expressly acknowledged and agreed that the
obligations of the Trust
hereunder shall not be binding upon any of the shareholders, Trustees,
officers, employees or agents of the Trust, personally, but shall bind
only the trust property of the Trust, as provided in its Master Trust
Agreement. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by the President of
the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer 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 Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
XXXXX XXXXXXX INVESTMENT COMPANY
/s/ Xxxxx X. Xxxx By: /s/ Xxx X. Xxxxxx
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Xxxxxx X. Xxxx, Secretary Xxx X. Xxxxxx, President
XXXXX XXXXXXX COMPANY
/s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxx, Secretary Xxxxxx X. Xxxxxxx, Xx., President
XXXXX XXXXXXX INVESTMENT
MANAGEMENT COMPANY
/s/ Xxxxx X. Xxxx By: /s/ Xxx X. Xxxxxx
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Xxxxxx X. Xxxx, Secretary Xxx X. Xxxxxx, President
CONSULTING SERVICES AGREEMENT
SCHEDULE A
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Effective January 24, 1986
Pursuant to the provisions of Section 5, Manager shall pay Consultant a
quarterly consulting fee equal to 1/4 of the following annual amounts:
Annual Fee
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$165,000 Consulting fee for asset modeling for clients and United States
investment allocation and advisor evaluation.
15,000 Consulting fee for asset modeling for international investment
allocation and advisor evaluation.
On each July 1, the US consulting fee shall be increased or decreased by $10,000
for each $100,000 asset level which Trust's assets have increased or decreased,
respectively, during the preceding calendar year as measured by Trust's assets
on the first and the last day of the preceding calendar year.
Pursuant to the provisions of Section 5, the Trust shall pay Consultant a
quarterly fee equal to 1/4 of the following annual amounts for the following
reports:
$ 5,400 Per U.S. Portfolio PAR report
13,000 Per International portfolio PAR report
2,000 Per AIM report for an international portfolio
The annual fee shall be pro-rated as portfolios are added to or deleted from the
reporting systems.
XXXXX XXXXXXX COMPANY XXXXX XXXXXXX INVESTMENT
MANAGEMENT COMPANY
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxx X. Xxxxxx
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Xxxxxx X. Xxxxxxx, Xx., Xxx X. Xxxxxx, President
President
XXXXX XXXXXXX INVESTMENT COMPANY
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, President
