XXXXX EXHIBIT 4
REFERENCE N-1A EXHIBIT(D)
XXXXXXX SOCIAL INDEX SERIES, INC.
INVESTMENT ADVISORY AGREEMENT
_____________, 2000
INVESTMENT ADVISORY AGREEMENT
XXXXXXX SOCIAL INDEX SERIES, INC.
INVESTMENT ADVISORY AGREEMENT, MADE THIS _______ DAY OF ________, 2000, BY
AND BETWEEN XXXXXXX ASSET MANAGEMENT COMPANY, INC., A DELAWARE CORPORATION (THE
"ADVISOR"), AND XXXXXXX SOCIAL INDEX SERIES, INC., A MARYLAND CORPORATION (THE
"REGISTERED INVESTMENT COMPANY" OR "RIC"), BOTH HAVING THEIR PRINCIPAL PLACE OF
BUSINESS AT 0000 XXXXXXXXXX XXXXXX, XXXXXXXX, XXXXXXXX.
WHEREAS, THE RIC IS REGISTERED AS AN OPEN-END INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"), FOR THE PURPOSE OF
INVESTING AND REINVESTING ITS ASSETS IN SECURITIES, AS SET FORTH IN ITS ARTICLES
AND ITS BY-LAWS AND ITS REGISTRATION STATEMENTS UNDER THE 1940 ACT AND THE
SECURITIES ACT OF 1933 AS AMENDED (THE "1933 ACT"); AND THE RIC, OFFERING
SEPARATE SERIES ("FUND(S)"), DESIRES TO AVAIL ITSELF OF THE SERVICES,
INFORMATION, ADVICE, ASSISTANCE AND FACILITIES OF AN INVESTMENT ADVISOR AND TO
HAVE AN INVESTMENT ADVISOR PERFORM FOR IT VARIOUS INVESTMENT ADVISORY, RESEARCH
SERVICES, AND OTHER MANAGEMENT SERVICES; AND
WHEREAS, THE ADVISOR IS AN INVESTMENT ADVISOR REGISTERED UNDER THE
INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, AND IS ENGAGED IN THE BUSINESS OF
RENDERING MANAGEMENT AND INVESTMENT ADVISORY SERVICES TO INVESTMENT COMPANIES
AND DESIRES TO PROVIDE SUCH SERVICES TO THE RIC;
NOW, THEREFORE IN CONSIDERATION OF THE TERMS AND CONDITIONS HEREINAFTER SET
FORTH, IT IS AGREED AS FOLLOWS:
1. EMPLOYMENT OF THE ADVISOR. THE RIC HEREBY EMPLOYS THE ADVISOR TO MANAGE
THE INVESTMENT AND REINVESTMENT OF THE RIC ASSETS, SUBJECT TO THE CONTROL AND
DIRECTION OF THE RIC'S BOARD OF DIRECTORS, FOR THE PERIOD AND ON THE TERMS
HEREINAFTER SET FORTH. THE ADVISOR HEREBY ACCEPTS SUCH EMPLOYMENT AND AGREES
DURING SUCH PERIOD TO RENDER THE SERVICES AND ASSUME THE OBLIGATIONS IN RETURN
FOR THE COMPENSATION PROVIDED HEREIN. THE ADVISOR SHALL FOR ALL PURPOSES HEREIN
BE DEEMED TO BE AN INDEPENDENT CONTRACTOR AND SHALL, EXCEPT AS EXPRESSLY
PROVIDED OR AUTHORIZED (WHETHER HEREIN OR OTHERWISE), HAVE NO AUTHORITY TO ACT
FOR OR REPRESENT THE RIC IN ANY WAY OR OTHERWISE BE DEEMED AN AGENT OF THE RIC.
2. OBLIGATIONS OF AND SERVICES TO BE PROVIDED BY THE ADVISOR. THE ADVISOR
UNDERTAKES TO PROVIDE THE FOLLOWING SERVICES AND TO ASSUME THE FOLLOWING
OBLIGATIONS:
A. THE ADVISOR SHALL MANAGE THE INVESTMENT AND REINVESTMENT OF EACH FUND'S
ASSETS, SUBJECT TO AND IN ACCORDANCE WITH THE INVESTMENT OBJECTIVES AND POLICIES
OF THE FUND, AND THE SOCIAL INVESTMENT SCREENING CRITERIA, AS STATED IN THE
REGISTRATION STATEMENT. IN PURSUANCE OF THE FOREGOING, THE ADVISOR SHALL MAKE
ALL DETERMINATIONS WITH RESPECT TO THE INVESTMENT OF EACH FUND'S ASSETS AND THE
PURCHASE AND SALE OF PORTFOLIO SECURITIES AND SHALL TAKE SUCH STEPS AS MAY BE
NECESSARY TO IMPLEMENT THE SAME. SUCH DETERMINATION AND SERVICES SHALL ALSO
INCLUDE DETERMINING THE MANNER IN WHICH VOTING RIGHTS, RIGHTS TO CONSENT TO
CORPORATE ACTION, ANY OTHER RIGHTS PERTAINING TO A FUND'S PORTFOLIO SECURITIES
SHALL BE EXERCISED. THE ADVISOR SHALL RENDER REGULAR REPORTS TO THE RIC'S BOARD
OF DIRECTORS CONCERNING EACH FUND'S INVESTMENT ACTIVITIES.
B. THE ADVISOR SHALL, IN THE NAME OF THE RIC AND ON BEHALF OF EACH FUND,
PLACE ORDERS FOR THE EXECUTION OF THE FUND'S PORTFOLIO TRANSACTIONS IN
ACCORDANCE WITH THE POLICIES WITH RESPECT THERETO SET FORTH IN THE RIC'S CURRENT
REGISTRATION STATEMENT UNDER THE 1940 ACT AND THE 1933 ACT. IN CONNECTION WITH
THE PLACEMENT OF ORDERS FOR THE EXECUTION OF EACH FUND'S PORTFOLIO TRANSACTIONS,
THE ADVISOR SHALL CREATE AND MAINTAIN ALL NECESSARY BROKERAGE RECORDS OF THE
FUND IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING
BUT NOT LIMITED TO RECORDS REQUIRED BY SECTION 31(A) OF THE 1940 ACT. ALL
RECORDS SHALL BE THE PROPERTY OF THE RIC AND SHALL BE AVAILABLE FOR INSPECTION
AND USE BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THE RIC OR ANY
PERSON RETAINED BY THE RIC. WHERE APPLICABLE, SUCH RECORDS SHALL BE MAINTAINED
BY THE ADVISOR FOR THE PERIODS AND THE PLACES REQUIRED BY RULE 31A-2 UNDER THE
1940 ACT.
C. THE ADVISOR SHALL BEAR ITS EXPENSES OF PROVIDING SERVICES TO THE RIC AND
EACH FUND PURSUANT TO THIS AGREEMENT EXCEPT SUCH EXPENSES AS ARE UNDERTAKEN BY
THE RIC OR THE FUND. IN ADDITION, THE ADVISOR SHALL PAY THE SALARIES AND FEES OF
ALL DIRECTORS AND EXECUTIVE OFFICERS WHO ARE EMPLOYEES OF THE ADVISOR OR ITS
AFFILIATES ("ADVISOR EMPLOYEES").
D. IN PROVIDING THE SERVICES AND ASSUMING THE OBLIGATIONS SET FORTH HEREIN,
THE ADVISOR MAY, AT ITS OWN EXPENSE, EMPLOY ONE OR MORE SUBADVISORS, AS APPROVED
BY THE BOARD OF DIRECTORS.
E. THE ADVISOR IS RESPONSIBLE FOR SCREENING INVESTMENTS TO DETERMINE THAT
THEY MEET THE FUND'S SOCIAL INVESTMENT SCREENING CRITERIA. THE RIC ACKNOWEDGES
THAT SOCIAL SCREENING MAY EITHER BE PERFORMED DIRECTLY BY THE ADVISOR, OR BY AN
AFFILIATE OF THE ADVISOR.
3. EXPENSES OF EACH FUND. EACH FUND SHALL PAY ALL EXPENSES OTHER THAN THOSE
EXPRESSLY ASSUMED BY THE ADVISOR. EXPENSES PAYABLE BY THE FUND SHALL INCLUDE,
BUT ARE NOT LIMITED TO:
A. FEES TO THE ADVISOR AS PROVIDED HEREIN;
B. LEGAL AND AUDIT EXPENSES;
C. FEES AND EXPENSES RELATED TO THE REGISTRATION AND QUALIFICATION OF THE
RIC AND ITS SHARES FOR DISTRIBUTION UNDER FEDERAL AND STATE SECURITIES LAWS;
D. EXPENSES OF THE ADMINISTRATIVE SERVICES AGENT, TRANSFER AGENT, REGISTRAR,
CUSTODIAN, FUND ACCOUNTING, DIVIDEND DISBURSING AGENT AND SHAREHOLDER SERVICING
AGENT;
E. ANY TELEPHONE CHARGES ASSOCIATED WITH SHAREHOLDER SERVICING OR THE
MAINTENANCE OF THE FUNDS OR RIC;
F. SALARIES, FEES AND EXPENSES OF DIRECTORS AND EXECUTIVE OFFICERS OF THE
RIC, OTHER THAN ADVISOR EMPLOYEES;
G. TAXES AND CORPORATE FEES LEVIED AGAINST THE RIC;
H. BROKERAGE COMMISSIONS AND OTHER EXPENSES ASSOCIATED WITH THE PURCHASE AND
SALE OF PORTFOLIO SECURITIES FOR THE RIC;
I. EXPENSES, INCLUDING INTEREST, OF BORROWING MONEY;
J. EXPENSES INCIDENTAL TO MEETINGS OF THE RIC'S SHAREHOLDERS AND THE
MAINTENANCE OF THE RIC'S ORGANIZATIONAL EXISTENCE;
K. EXPENSES OF PRINTING STOCK CERTIFICATES REPRESENTING SHARES OF THE RIC
AND EXPENSES OF PREPARING, PRINTING AND MAILING NOTICES, PROXY MATERIAL, REPORTS
TO REGULATORY BODIES AND REPORTS TO SHAREHOLDERS OF THE RIC;
L. EXPENSES OF PREPARING AND TYPESETTING OF PROSPECTUSES OF THE RIC;
M. EXPENSES OF PRINTING AND DISTRIBUTING PROSPECTUSES TO SHAREHOLDERS OF THE
RIC;
N. ASSOCIATION MEMBERSHIP DUES;
O. INSURANCE PREMIUMS FOR FIDELITY AND OTHER COVERAGE;
P. DISTRIBUTION PLAN EXPENSES, AS PERMITTED BY RULE 12B-1 UNDER THE 1940 ACT
AND AS APPROVED BY THE BOARD; AND
Q. SUCH OTHER LEGITIMATE RIC EXPENSES AS THE BOARD OF DIRECTORS MAY FROM
TIME TO TIME DETERMINE ARE PROPERLY CHARGEABLE TO THE RIC.
4. COMPENSATION OF ADVISOR.
A. AS COMPENSATION FOR THE SERVICES RENDERED AND OBLIGATIONS ASSUMED
HEREUNDER BY THE ADVISOR, THE RIC SHALL PAY TO THE ADVISOR WITHIN TEN (10) DAYS
AFTER THE LAST DAY OF EACH CALENDAR MONTH A FEE EQUAL ON AN ANNUALIZED BASIS AS
SHOWN ON SCHEDULE A. ANY AMENDMENT TO THE SCHEDULE PERTAINING TO ANY NEW OR
EXISTING FUND SHALL NOT BE DEEMED TO AFFECT THE INTEREST OF ANY OTHER FUND AND
SHALL NOT REQUIRE THE APPROVAL OF THE SHAREHOLDERS OF ANY OTHER FUND.
B. SUCH FEE SHALL BE COMPUTED AND ACCRUED DAILY. UPON TERMINATION OF THIS
AGREEMENT BEFORE THE END OF ANY CALENDAR MONTH, THE FEE FOR SUCH PERIOD SHALL BE
PRORATED. FOR PURPOSES OF CALCULATING THE ADVISOR'S FEE, THE DAILY VALUE OF A
FUND'S NET ASSETS SHALL BE COMPUTED BY THE SAME METHOD AS THE FUND USES TO
COMPUTE THE VALUE OF ITS NET ASSETS IN CONNECTION WITH THE DETERMINATION OF THE
NET ASSET VALUE OF ITS SHARES.
C. THE ADVISOR RESERVES THE RIGHT (I) TO WAIVE ALL OR PART OF ITS FEE AND
ASSUME EXPENSES OF A FUND AND (II) TO MAKE PAYMENTS TO BROKERS AND DEALERS IN
CONSIDERATION OF THEIR PROMOTIONAL OR ADMINISTRATIVE SERVICES.
5. ACTIVITIES OF THE ADVISOR. THE SERVICES OF THE ADVISOR TO THE RIC AND
EACH FUND HEREUNDER ARE NOT TO BE DEEMED EXCLUSIVE, AND THE ADVISOR SHALL BE
FREE TO RENDER SIMILAR SERVICES TO OTHERS. IT IS UNDERSTOOD THAT DIRECTORS AND
OFFICERS OF THE RIC ARE OR MAY BECOME INTERESTED IN THE ADVISOR AS STOCKHOLDERS,
OFFICERS, OR OTHERWISE , AND THAT STOCKHOLDERS AND OFFICERS OF THE ADVISOR ARE
OR MAY BECOME SIMILARLY INTERESTED IN THE RIC, AND THAT THE ADVISOR MAY BECOME
INTERESTED IN THE RIC AS SHAREHOLDER OR OTHERWISE.
6. USE OF NAMES.
A. THE RIC OR ANY FUND SHALL NOT USE THE NAME OF THE ADVISOR IN ANY
PROSPECTUS, SALES LITERATURE OR OTHER MATERIAL RELATING TO THE RIC IN ANY MANNER
NOT APPROVED PRIOR THERETO BY THE ADVISOR; PROVIDED, HOWEVER, THAT THE ADVISOR
SHALL APPROVE ALL USES OF ITS NAME WHICH MERELY REFER IN ACCURATE TERMS TO ITS
APPOINTMENT HEREUNDER OR WHICH ARE REQUIRED BY THE SEC; AND, PROVIDED, FURTHER,
THAT IN NO EVENT SHALL SUCH APPROVAL BE UNREASONABLY WITHHELD. THE ADVISOR SHALL
NOT USE THE NAME OF THE RIC OR ANY FUND IN ANY MATERIAL RELATING TO THE ADVISOR
IN ANY MANNER NOT APPROVED PRIOR THERETO BY THE RIC; PROVIDED, HOWEVER, THAT THE
RIC SHALL APPROVE ALL USES OF ITS NAME WHICH MERELY REFER IN ACCURATE TERMS TO
THE APPOINTMENT OF THE ADVISOR HEREUNDER OR WHICH ARE REQUIRED BY THE SEC; AND,
PROVIDE, FURTHER, THAT IN NO EVENT SHALL SUCH APPROVAL BE UNREASONABLY WITHHELD.
B. THE DIRECTORS OF THE RIC ACKNOWLEDGE THAT, IN CONSIDERATION OF THE
ADVISOR'S ASSUMPTION OF CERTAIN EXPENSES OF FORMATION OF THE RIC, THE ADVISOR
HAS RESERVED FOR ITSELF THE RIGHTS TO THE NAME "XXXXXXX SOCIAL INDEX SERIES,
INC." (OR ANY SIMILAR NAME) AND THAT USE BY THE RIC OF SUCH NAME SHALL CONTINUE
ONLY WITH THE CONTINUING CONSENT OF THE ADVISOR, WHICH CONSENT MAY BE WITHDRAWN
AT ANY TIME, EFFECTIVE IMMEDIATELY, UPON WRITTEN NOTICE THEREOF TO THE RIC.
7. LIABILITY OF THE ADVISOR. ABSENT WILLFUL MISFEASANCE, BAD FAITH, GROSS
NEGLIGENCE, OR RECKLESS DISREGARD OF OBLIGATIONS OR DUTIES HEREUNDER ON THE PART
OF THE ADVISOR, THE ADVISOR SHALL NOT BE SUBJECT TO LIABILITY TO THE RIC OR TO
ANY SHAREHOLDER OF THE RIC 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.
8. FORCE MAJEURE. THE ADVISOR SHALL NOT BE LIABLE FOR DELAYS OR ERRORS
OCCURRING BY REASON OF CIRCUMSTANCES BEYOND ITS CONTROL, INCLUDING BUT NOT
LIMITED TO ACTS OF CIVIL OR MILITARYV AUTHORITY, NATIONAL EMERGENCIES, WORK
STOPPAGES, FIRE, FLOOD, CATASTROPHE, ACTS OF GOD, INSURRECTION, WAR, RIOT, OR
FAILURE OF COMMUNICATION OR POWER SUPPLY. IN THE EVENT OF EQUIPMENT BREAKDOWNS
BEYOND ITS CONTROL, THE ADVISOR SHALL TAKE REASONABLE STEPS TO MINIMIZE SERVICE
INTERRUPTIONS BUT SHALL HAVE NO LIABILITY WITH RESPECT THERETO.
9. RENEWAL, TERMINATION AND AMENDMENT. THIS AGREEMENT SHALL CONTINUE IN
EFFECT WITH RESPECT TO EACH FUND, UNLESS SOONER TERMINATED AS HEREINAFTER
PROVIDED, THROUGH JANUARY 31, 2002, AND INDEFINITELY THEREAFTER IF ITS
CONTINUANCE SHALL BE SPECIFICALLY APPROVED AT LEAST ANNUALLY BY VOTE OF THE
HOLDERS OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES OF A FUND OR BY VOTE
OF A MAJORITY OF THE RIC'S BOARD OF DIRECTORS; AND FURTHER PROVIDED THAT SUCH
CONTINUANCE IS ALSO APPROVED ANNUALLY BY THE VOTE OF A MAJORITY OF THE DIRECTORS
WHO ARE NOT PARTIES TO THIS AGREEMENT OR INTERESTED PERSONS OF THE ADVISOR, CAST
IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING ON SUCH APPROVAL, OR AS
ALLOWED BY LAW. THIS AGREEMENT MAY BE TERMINATED AT ANY TIME WITH RESPECT TO A
FUND, WITHOUT PAYMENT OF ANY PENALTY, BY THE RIC'S BOARD OF DIRECTORS OR BY VOTE
OF THE MAJORITY OF THE OUTSTANDING VOTING SECURITIES OF THE FUND UPON 60 DAYS'
PRIOR WRITTEN NOTICE TO THE ADVISOR AND BY THE ADVISOR UPON 60 DAYS' PRIOR
WRITTEN NOTICE TO THE RIC. THIS AGREEMENT MAY BE AMENDED WITH RESPECT TO A FUND
AT ANY TIME BY THE PARTIES, SUBJECT TO APPROVAL BY THE RIC'S BOARD OF DIRECTORS
AND, IF REQUIRED BY APPLICABLE SEC RULES AND REGULATIONS, A VOTE OF A MAJORITY
OF THE FUND'S OUTSTANDING VOTING SECURITIES. THIS AGREEMENT SHALL TERMINATE
AUTOMATICALLY IN THE EVENT OF ITS ASSIGNMENT. THE TERMS "ASSIGNMENT",
"INTERESTED PERSON", AND "VOTE OF A MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" SHALL HAVE THE MEANING SET FORTH FOR SUCH TERMS IN THE 1940 ACT.
10. SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD OR MADE
INVALID BY A COURT DECISION, STATUTE, RULE OR OTHERWISE, THE REMAINDER OF THIS
AGREEMENT SHALL NOT BE AFFECTED THEREBY.
11. MISCELLANEOUS. EACH PARTY AGREES TO PERFORM SUCH FURTHER ACTIONS AND
EXECUTE SUCH FURTHER DOCUMENTS AS ARE NECESSARY TO EFFECTUATE THE PURPOSES
HEREOF. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF MARYLAND. THE CAPTIONS IN THIS AGREEMENT
ARE INCLUDED FOR CONVENIENCE ONLY AND IN NO WAY DEFINE OR DELIMIT ANY OF THE
PROVISIONS HEREOF OR OTHERWISE AFFECT THEIR CONSTRUCTION OR EFFECT.
IN WITNESS WHEREOF, THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT AS OF THE
DATE FIRST WRITTEN ABOVE.
XXXXXXX SOCIAL INDEX SERIES, INC.
BY:
TITLE:
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
BY:
TITLE:
INVESTMENT ADVISORY AGREEMENT
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
XXXXXXX SOCIAL INDEX SERIES, INC.
SCHEDULE A
I. ADVISORY FEE.
AS COMPENSATION PURSUANT TO SECTION 4 OF THE INVESTMENT ADVISORY AGREEMENT
BETWEEN XXXXXXX ASSET MANAGEMENT COMPANY, INC. (THE "ADVISOR") AND XXXXXXX
SOCIAL INDEX SERIES, INC. DATED _______, 2000, EACH OF THE RIC'S PORTFOLIOS
SHALL PAY THE ADVISOR AN ANNUAL ADVISORY FEE (THE "FEE") AS SHOWN BELOW. THE FEE
SHALL BE COMPUTED DAILY AND PAYABLE MONTHLY, BASED ON THE AVERAGE DAILY NET
ASSETS OF THE APPROPRIATE PORTFOLIO.
XXXXXXX SOCIAL INDEX FUND: 0.225%
