Exhibit - 10 i
INVESTMENT ADVISORY CONTRACT
AGREEMENT, made by and between Xxxxxx Series Funds, Inc., an
Arizona
Corporation, (hereinafter called "Fund") and Investment Research
Associates,
Inc., an Arizona Corporation (hereinafter called "Investment
Adviser")
WITNESSETH: WHEREAS, Fund engages in the business of investing
and reinvesting
its assets and property in various stocks and securities and
Investment Adviser
engages in the business of providing investment advisory
services.
1. The Fund hereby employs the Investment Adviser, for the
period set forth
in Paragraph 6 hereof, and on the terms set forth herein,
to render invest-
ment advisory services to the Fund, subject to the
supervision and direction
of the Board of Directors of the Fund. The Investment
Adviser hereby ac-
cepts such employment and agrees, during such period, to
render the services
and assume the obligations herein set forth, for the
compensation provided.
The Investment Adviser shall, for all purposes herein, be
deemed to be an
independent contractor, and shall, unless otherwise
expressly provided and
authorized, have no authority to act for or represent the
Fund in any way,
or in any way be deemed an agent of the Fund.
2. As a compensation for the services to be rendered to the
Fund by the Invest-
ment Adviser under the provisions of this Agreement, the
Fund shall pay to
the Investment Adviser monthly a fee equal to one-twelfth of
one percent per
month, (the equivalent of 1% per annum) of the daily
average net assets of
the Fund during the month. The first payment of fee
hereunder shall be
prorated on a daily basis from the date this Agreement takes
effect.
3. It is expressly understood and agreed that the services to
be rendered by
the Investment Adviser to the Fund under the provisions of
this Agreement
are not to be deemed to be exclusive, and the Investment
Adviser shall be
free to render similar or different services to others so
long as its abil-
ity to render the services provided for in this Agreement
shall not be im-
paired thereby.
4. It is understood and agreed that directors, officers,
employees, agents and
shareholders of the Fund may be interested in the Investment
Adviser as dir-
ectors, officers, employees, agents and shareholders, and
that directors,
officers, employees, agents and shareholders of the
Investment Adviser may
be interested in the Fund, as directors, officers,
employees, agents and
shareholders or otherwise, and that the investment Adviser,
itself, may be
interested in the Fund as a shareholder or otherwise,
specifically, it is
understood and agreed that directors, officers, employees,
agents and share-
holders of the Investment Adviser may continue as
directors, officers, emp-
loyees, agents and shareholders of the Fund; that the
Investment Adviser,
its directors, officers, employees, agents and
shareholders may engage in
other business, may render investment advisory services to
other investment
companies, or to any other corporation, association, firm or
individual, may
render underwriting services to the Fund, or to any other
investment compa-
ny, corporation, association, form or individual. The
Fund shall bear ex-
penses and salaries necessary and incidental to the conduct
of its business,
including but not in limitation of the foregoing, the costs
incurred in the
maintenance of its own books, records, and procedures;
dealing with its own
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shareholders; the payment of dividends; transfers of stock
(including issu-
ance & redemption of shares); reports and notices to
shareholders; expenses
of annual stockholders; meetings; miscellaneous office
expenses; brokerage
commissions; taxes; and custodian, legal, accounting and
registration fees.
Employees, officers and agents of the Investment Adviser
who are, or may in
the future be, directors and/or senior officers of the Fund
shall receive no
remuneration from the Fund or acting in such capacities
for the Fund. In
the conduct of the respective businesses of the parties
hereto and in the
performance of this agreement, the Fund & Investment Adviser
may share com-
mon facilities and personnel common to each, with
appropriate proration of
expenses.
5. Investment Adviser shall give the Fund the benefit of its
best judgment and
efforts in rendering these services, and Fund agrees as an
inducement to the
undertaking of these services that Investment Adviser shall
not be liable
hereunder for any mistake of judgment or any event
whatsoever, provided that
nothing herein shall be deemed to protect, or purport to
protect, Investment
Adviser against any liability to Fund or to its security
holders to which
Investment Adviser would otherwise be subject by reason of
willful misfeas-
ance, bad faith or gross negligence in the performance of
duties hereunder,
or by reason of reckless disregard of obligations and duties
hereunder.
6. This agreement shall continue in effect until December 31,
1998, and, there-
after, only so long as such continuance is approved at
least annually by
votes of the Fund's Board of Directors, cast in person at a
meeting called
for the purpose of voting on such approval, including the
votes of a majori-
ty of the Directors who are not parties to such agreement or
interested per-
sons of any such party. This agreement may be terminated
at any time upon
60 days prior written notice, without the payment of any
penalty, by the
Fund's Board of Directors or by vote of a majority of the
outstanding voting
securities of the Fund. The contract will automatically
terminate in the
event of its assignment by the Investment Adviser (within
the meaning of the
Investment Company Act of 1940), which shall be deemed to
include a transfer
of control of the Investment Adviser. Upon the
termination of this agree-
ment, the obligations of all the parties hereunder shall
cease and terminate
as of the date of such termination, except for any
obligation to respond for
a breach of this Agreement committed prior to such
termination and except
for the obligation of the Fund to pay to the Investment
Adviser the fee pro-
vided in Paragraph 2 hereof, prorated to the date of
termination.
7. This Agreement shall not be assigned by the Fund without
prior written con-
sent thereto of the Investment Adviser. This Agreement
shall terminate au-
tomatically in the event of its assignment by the
Investment Adviser unless
an exemption from such automatic termination is granted by
order or rule of
the Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused their
corporate seals to
be affixed and duly attested and their presence to be
signed by their duly
authorized officers this 1st day of XXXXXXXXt, 1997.
Xxxxxx Series Funds, Inc. By
_____________________________
Xxx Xxxxxx,
President
Attest: ________________
Xxxxxx Xxxxxx, Secretary
Investment Research Associates, Inc. By
____________________________
Xxx Xxxxxx,
President
Attest: ________________
Xxxxxx Xxxxxx
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