EXHIBIT 23(D)
INVESTMENT ADVISORY AGREEMENT
1-800 MUTUALS FUND GROUP, INC.
This Agreement is made and entered into as of the 15th day of July, 1999 by
and between 1-800 MUTUALS Fund Group, Inc, a Maryland Corporation (the "Fund"),
and 1-800 MUTUALS, Inc., a Texas corporation (hereinafter referred to as
"Adviser").
WHEREAS, the Fund is a diversified, open-end management investment company,
registered under the Investment Company Act of 1940, as amended (the "Act"), and
is currently authorized to issue shares representing interests in the following
Portfolios:
1-800 MUTUALS Multinational 25 Fund
1-800 MUTUALS Technology 25 Sector Fund
1-800 MUTUALS Health Care 25 Sector Fund
1-800 MUTUALS Financial Services 25 Sector Fund
(Individually a "Portfolio" and together the "Portfolios"); and
WHEREAS, Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of asset
management; and
WHEREAS, the Fund desires to retain Adviser to render certain investment
management services to the Fund's Portfolios and Adviser is willing to render
such services;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. OBLIGATIONS OF INVESTMENT ADVISER
(A) SERVICES. Adviser agrees to perform the following services (the
"Services") for the Fund:
(1) manage the investment and reinvestment of each Portfolio's assets;
(2) continuously review, supervise, and administer the investment program
of each Portfolio;
(3) determine, in its discretion, the securities to be purchased, retained
or sold for each Portfolio (and implement those decisions);
(4) provide the Fund with records concerning Adviser's activities which
the Fund is required to maintain; and
(5) render regular reports to the Fund's officers and directors concerning
Adviser's discharge of the foregoing responsibilities.
Adviser shall discharge the foregoing responsibilities subject to the
control of the officers and the directors of the Fund and in compliance with
such policies as the directors may from time to time establish, and in
compliance with the objectives, policies, and limitations of each Portfolio as
set forth in the Fund's prospectus and statement of additional information, as
amended from time to time, and with all applicable laws and regulations. All
Services to be furnished by Adviser under this Agreement may be furnished
through the medium of any directors, officers or employees of Adviser or through
such other parties as Adviser may determine from time to time.
Adviser agrees, at its own expense or at the expense of one or more of its
affiliates, to render the Services and to provide the office space, furnishings,
equipment and personnel as may be reasonably required in the judgment of the
Board of Directors of the Fund to perform the Services on the terms and for the
compensation provided herein. Adviser shall authorize and permit any of its
officers, directors and employees, who may be elected as directors or officers
of the Fund, to serve in the capacities in which they are elected.
Except to the extent expressly assumed by Adviser herein and except to the
extent required by law to be paid by Adviser, the Fund shall pay all costs and
expenses in connection with its operation and organization.
(B) BOOKS AND RECORDS. All books and records prepared and maintained by
Adviser for the Fund under this Agreement shall be the property of the Fund and,
upon request therefor, Adviser shall surrender to the Fund such of the books and
records so requested.
2. PORTFOLIO TRANSACTIONS.
Adviser is authorized to select the brokers or dealers that will execute
the purchases and sales of portfolio securities for each Portfolio and is
directed to use its best efforts to obtain the best net results as described in
the Fund's prospectus from time to time. Adviser may, in its discretion,
purchase and sell portfolio securities from and to brokers and dealers who
provide a Portfolio with research, analysis, advice and similar services, and
Adviser may pay to these brokers and dealers, in return for research and
analysis, a higher commission or spread than may be charged by other brokers and
dealers, provided that Adviser determines in good faith that such commission is
reasonable in terms either of that particular transaction or of the overall
responsibility of Adviser to the Fund and its other clients and that the total
commission paid by the Fund will be reasonable in relation to the benefits to a
Portfolio over the long-term. Adviser will promptly communicate to the officers
and the directors of the Fund such information relating to portfolio
transactions as they may reasonably request.
3. COMPENSATION OF ADVISER.
The Fund will pay to Adviser on the last day of each month a fee at an
annual rate equal to 0.50% of the daily average net asset value of each
Portfolio, such fee to be computed daily based upon the net asset value of each
Portfolio as determined by a valuation made in accordance with the Fund's
procedure for calculating Portfolio net asset value as described in the Fund's
Prospectus and/or Statement of Additional Information. During any period when
the determination of a Portfolio's net asset value is suspended by the directors
of the Fund, the net asset value of a share of that Portfolio as of the last
business day prior to such suspension shall, for the purpose of this Paragraph
3, be deemed to be net asset value at the close of each succeeding business day
until it is again determined.
4. STATUS OF INVESTMENT ADVISER.
The services of Adviser to the Fund are not to be deemed exclusive, and
Adviser shall be free to render similar services to others so long as its
services to the Fund are not impaired thereby. Adviser shall 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. Nothing in this Agreement shall limit
or restrict the right of any director, officer or employee of Adviser, who may
also be a director, officer, or employee of the Fund, to engage in any other
business or to devote his or her time and attention in part to the management or
other aspects of any other business, whether of a similar nature or a dissimilar
nature.
5. PERMISSIBLE INTERESTS.
Directors, agents, and stockholders of the Fund are or may be interested in
Adviser (or any successor thereof) as directors, partners, officers, or
stockholders, or otherwise, and directors, partners, officers, agents, and
stockholders of Adviser are or may be interested in the Fund as directors,
stockholders or otherwise; and Adviser (or any successor) is or may be
interested in the Fund as a stockholder or otherwise.
6. LIABILITY OF INVESTMENT ADVISER.
Adviser assumes no responsibility under this Agreement other than to render
the Services called for hereunder in good faith. Adviser shall not be liable for
any error of judgment or for any loss suffered by the Fund in connection with
the matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to receipt of compensation for services
(in which case any award of damages shall be limited to the period and the
amount set forth in Section 36(b)(3) of the Investment Company Act of 1940 or a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of, or from reckless disregard by it of its obligations
and duties under, this Agreement.
7. TERM.
This Agreement shall remain in effect until July 14, 2001, and from year to
year thereafter provided such continuance is approved at least annually by (1)
the vote of a majority of the Board of Directors of the Fund or (2) a vote of a
"majority" (as that term is defined in the Investment Company Act of 1940) of
the Fund's outstanding securities, provided that in either event the continuance
is also approved by the vote of a majority of the directors of the Fund who are
not parties to this Agreement or "interested persons" (as defined in the Act) of
any such party, which vote must be cast in person at meeting called for the
purpose of voting on such approval; provided, however, that;
(a) the Fund may, at any time and without the payment of any penalty,
terminate this Agreement upon 60 days written notice to Adviser;
(b) the Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act and the Rules thereunder);
and
(c) Adviser may terminate this Agreement without payment of penalty on 60
days written notice to the Fund; and
(d) the terms of paragraph 6 of this Agreement shall survive the
termination of this Agreement.
8. NOTICES.
Except as otherwise provided in this Agreement, any notice or other
communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:
If to the Fund: If to the Adviser:
1-800 MUTUALS Fund Group, Inc. 1-800 MUTUALS, Inc.
Plaza of the Americas Plaza of the Americas
000 Xxxxx Xxxxxx, Xxxxx 0000 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Chief Executive Officer President
9. AMENDMENTS.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of the holders of a majority of the Fund's outstanding voting securities.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and the year first written above.
1-800 MUTUALS Fund Group, Inc. 1-800 MUTUALS, Inc.
By: ___________________________ By: __________________________
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
President Chief Executive Officer
ATTEST: ATTEST:
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Secretary Secretary
[Corporate Seal] [Corporate Seal]
