Exhibit (d)(4)
RESEARCH AND ADVISORY AGREEMENT
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Zurich Xxxxxxx Investments, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 1, 2001
Zurich Xxxxxxx Investments
Australia Limited
Xxxxx 00
XXX Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
We have entered into an Investment Advisory, Management and
Administration Agreement (the "Management Agreement") dated as of March 14,
2001, as amended from time to time, with Xxxxxxx Mutual Funds, Inc., a Maryland
corporation (the "Company"), pursuant to which we act as investment adviser to
and manager of the Xxxxxxx Gold Fund a series of the Company (the "Fund"). A
copy of the Management Agreement has been previously furnished to you. In
furtherance of such duties to the Fund, and with the approval of the Company, we
wish to avail ourselves of your investment advisory services. Accordingly, with
the acceptance of the Company, we hereby agree with you as follows for the
duration of this Agreement:
1. You agree to furnish to us such information, investment
recommendations, advice and assistance as we shall from time to time reasonably
request. In addition, for the benefit of the Fund, you agree to pay the fees and
expenses of any directors or officers of the Company who are directors, officers
or employees of you , except that the Company shall bear travel expenses of one
(but not more than one) director, officer or employee of you who is not a
resident in the United States to the extent such expenses relate to his
attendance as a director at meetings of the Board of Directors of the Company in
the United States and shall also bear the travel expenses of any other director,
officer or employee of you who is resident in the United States to the extent
such expenses relate to his attendance as a director at meetings of the Board of
Directors outside of the United States.
2. We agree to pay in United States dollars to you, as compensation for
the services to be rendered by you hereunder, a monthly fee which, on an annual
basis, is equal to 0.35% per annum of the value of the Fund's average monthly
net assets. In addition, we agree to pay you an amount equal to any Australian
GST payable on any taxable supply you make to us in connection with this
Agreement. For purposes of computing the monthly fee, the value of the net
assets of the Fund shall be determined as of the close of business on the last
business day of each month; provided, however, that the fee for the period from
the end of the last month ending prior to termination of this Agreement, for
whatever reason, to date of termination shall be based on the value of the net
assets of the Fund determined as of the close of business on the date of
termination and the fee for such period through the end of the month in which
such proceeds are received shall be prorated according to the proportion which
such period bears to a full monthly period. Each payment of a monthly fee shall
be made by us to you within the fifteen days next following the day as of which
such payment is so computed.
The value of the net assets of the Fund shall be determined pursuant to
applicable provisions of the Articles of Incorporation and By-laws of the
Company.
We agree to work with you, in order to make our relationship as
productive as possible for the benefit of the Fund, to further the development
of your ability to provide the services contemplated by Section 1. To this end
we agree to work with you to assist you in developing your research techniques,
procedures and analysis. We may from time to time furnish you with informal
memoranda, reflecting our understanding of our working procedures with you,
which will be agreed to by each of us and may be revised as you work with us
pursuant to this Agreement. We also agree to furnish you with current copies of
the Fund's Prospectus and Statement of Additional Information, and all
amendments and supplements thereto. We agree not to furnish, without your
consent, to any person other than our personnel and directors and
representatives of the Company or the Fund any tangible research material that
is prepared by you, that is not publicly available, and that has been stamped or
otherwise clearly indicated by you as being confidential.
We agree that your prior approval will be required with respect to of
any references to you in any reports.
3. You agree that you will not make a short sale of any capital stock
of the Fund, or purchase any share of the capital stock of the Fund otherwise
than for investment.
4. Your services to us are not to be deemed exclusive and you are free
to render similar services to others, provided that the nature and quality of
services to be provided to the Fund pursuant to Section 1 hereof.
5. Nothing herein shall be construed as constituting you an agent of us
or of the Company or the Fund.
6. You represent and warrant that you are registered as an investment
adviser under the U.S. Investment Advisers Act of 1940, as amended. You agree to
maintain such registration in effect during the term of this Agreement.
7. You shall not receive any compensation in connection with the
placement or execution of any transaction for the purchase or sale of securities
or for the investment of funds on behalf of the Fund, except that you may
receive a commission, fee or other remuneration for acting as broker in
connection with the sale of securities to or by the Fund, if permitted under the
U.S. Investment Company Act of 1940, as amended (the "1940 Act").
8. We and the Company agree that you may rely on information reasonably
believed by you to be accurate and reliable. We and the Company further agree
that neither you nor your officers, directors, employees or agents shall be
subject to any liability for any act or omission in the course of, connected
with or arising out of any services to be rendered hereunder except by reason of
willful misfeasance, bad faith or gross negligence in the performance of your
duties or by reason of reckless disregard of your obligations and duties under
this Agreement.
9. This Agreement shall remain in effect until September 30, 2002 and
shall continue in effect thereafter, but only so long as such continuance is
specifically approved at least annually by the affirmative vote of (i) a
majority of the members of the Company's Board of Directors who are not
interested persons of the Company, you or us, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) a majority of the Company's
Board of Directors or the holders of a majority of the outstanding voting
securities of the Fund. This Agreement may nevertheless be terminated at any
time, without penalty, by the Company's Board of Directors or by vote of holders
of a majority of the outstanding voting securities of the Fund, upon 60 days'
written notice delivered or sent by registered mail, postage prepaid, to you, at
your address given in Paragraph 11 hereof or at any other address of which you
shall have notified us in writing, or by you upon 60 days' written notice to us
and to the Company, and shall automatically be terminated in the event of its
assignment or of the termination (due to assignment or otherwise) of the
Management Agreement, provided that an assignment to a corporate successor to
all or substantially all of your business or to a wholly-owned subsidiary of
such corporate successor which does not result in a change of actual control or
management of your business shall not be deemed to be an assignment for purposes
of this Agreement. Any such notice shall be deemed given when received by the
addressee.
10. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by either party hereto. It may be amended by
mutual agreement, but only after authorization of such amendment by the
affirmative vote of (i) the holders of a majority of the outstanding voting
securities of the Fund; and (ii) a majority of the members of the Company's
Board of Directors who are not interested persons of the Company, you or us,
cast in person at a meeting called for the purpose of voting on such approval.
11. Any notice hereunder shall be in writing and shall be
delivered in person or by facsimile (followed by mailing such
notice, air mail postage paid, the day on which such facsimile
is sent).
Addressed
If to Zurich Xxxxxxx Investments, Inc., to:
Zurich Xxxxxxx Investments, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: President
(Facsimile No. 212-319-7813)
If to Zurich Xxxxxxx Investments Australia Limited, to:
Zurich Xxxxxxx Investments Australia Limited
Xxxxx 00
XXX Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
Attention: Xxxxx Xxxxxxxxxx
Xxxx Xxxxxx
Copy: Xxxxx X. Xxxxxxxxx
(Facsimile No. (000) 0000 0000)
or to such other address as to which the recipient shall have informed the other
party.
Notice given as provided above shall be deemed to have been given, if
by personal delivery, on the day of such delivery, and if by facsimile and mail,
the date on which such facsimile and confirmatory letter are sent.
12. This Agreement shall be construed in accordance with the laws of
the State of New York, provided, however, that nothing herein shall be construed
as being inconsistent with the U.S. Investment Company Act of 1940, as amended.
As used herein the terms "interested person," "assignment," and "vote of a
majority of the outstanding voting securities" shall have the meanings set forth
in the1940 Act.
If you are in agreement with the foregoing, please sign the form of acceptance
on the enclosed counterpart hereof and return the same to us.
Very truly yours,
ZURICH XXXXXXX INVESTMENTS, INC.
By /s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Managing Director
The foregoing agreement is hereby accepted as of the date first above written.
ZURICH XXXXXXX INVESTMENTS
AUSTRALIA LIMITED
ABN 52 074 599 401
By _______________________________
Chairman
Accepted:
XXXXXXX MUTUAL FUNDS, INC., on
behalf of Xxxxxxx Gold Fund
By /s/Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Vice President
