Exhibit EX-99.d.1
FORM OF
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INVESTMENT ADVISORY AGREEMENT
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AGREEMENT made on the dates set forth on Exhibit A hereto by and
between Xxxxxxxx International Funds, a Delaware Business Trust (the "Trust")
and Xxxxxxxx International Capital Management, LLC, a Delaware limited liability
company (the "Adviser").
1. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to each of the Funds listed on Exhibit A hereto (the
"Series") for the period and on such terms set forth in this Agreement. The
Trust employs the Adviser to manage the investment and reinvestment of the
assets of the Series, to determine in its discretion the assets to be held
uninvested, to provide the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render regular
reports to the Trust's officers and Board of Trustees concerning the Adviser's
discharge of the foregoing responsibilities. The Adviser shall discharge the
foregoing responsibilities subject to the control of the officers and the Board
of Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Trust's Prospectus and Statement of Additional
Information. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser shall provide the Series with a
trading department. The Adviser shall select the brokers or dealers that will
execute the purchases and sales of securities for the Series and is directed to
use its best efforts to
ensure that the best available price and most favorable execution of securities
transactions for the Series are obtained. The Series will bear all expenses
associated with its investment activities, including, without limitation,
brokerage commissions and custody expenses. Subject to policies established by
the Board of Trustees of the Trust and communicated to the Adviser, it is
understood that the Adviser will not be deemed to have acted unlawfully, or to
have breached a fiduciary duty to the Trust or in respect of the Series, or be
in breach of any obligation owing to the Trust or in respect of the Series under
this Agreement, or otherwise, solely by reason of its having caused the Series
to pay a member of a securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Series in excess of the amount of
commission another member of an exchange, broker or dealer would have charged if
the Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of the particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Series, as
to which it exercises investment discretion. The Adviser will promptly
communicate to the officers and directors of the Trust such information relating
to Series transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 and 2 of this Agreement, the Series shall pay
to the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 1.00% of the Series' average daily net assets for
the month. The net asset value shall be calculated in the manner provided in the
Series' prospectus and statement of additional information then in effect. The
Adviser may reduce any portion of the
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compensation or reimbursement of expenses due to it pursuant to this Agreement.
Any fee withheld pursuant to this paragraph from the Adviser shall be reimbursed
by the Series to the Adviser in the first, second or third (or any combination
thereof) fiscal year next succeeding the fiscal year of the withholding if the
aggregate expenses for the next succeeding fiscal year or second succeeding
fiscal year or third succeeding fiscal year do not exceed any more restrictive
limitation to which the Adviser has agreed. The Adviser generally may request
and receive reimbursement for the oldest reductions and waivers before payment
for fees and expenses for the current year.
4. In the event of termination of this Agreement, the fee provided in
this Section 3 shall be paid on a pro rate basis, based on the number of days
when this Agreement was in effect.
5. REPORTS. The Series and the Adviser agree to finish to each other
such information regarding their operations with regard to their affairs as each
may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Series are not
to be deemed exclusive, and the Adviser shall be free to render similar services
to others so long as its services to the Series are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Series, or to any shareholder of the Series, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including,
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without limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Series.
8. DURATION AND TERMINATION. This Agreement shall became effective on
the dates set forth in Exhibit A attached hereto provided that first it is
approved by the Board of Trustees of the Trust, including a majority of those
trustees who are not parties to this Agreement or interested persons of any
party hereto, in the manner provided in section 15(c) of the Investment Company
Act of 1940, and by the holders of a majority of the outstanding voting
securities of the Series; and shall continue in effect until the dates set forth
on Exhibit A hereto. Thereafter, this Agreement may continue in effect only if
such continuance is approved at least annually by: (i) the Trust's Board of
Trustees or, (ii) by the vote of a majority of the outstanding voting securities
of the Series; and in either event by a vote of a majority of those trustees of
the Trust who are not parties to this Agreement or interested persons of any
such party in the manner provided in section 15(c) of the Investment Company Act
of 1940. This Agreement may be terminated by the Trust at any time, without the
payment of any penalty, by the Board of Trustees of the Trust at any time,
without the payment of any penalty, by the Board of Trustees of the Trust or by
vote of the holders of a majority of the outstanding voting securities of the
Series on 60 days' written notice to the Adviser. This Agreement may be
terminated by the Adviser at any time, without the payment of any penalty, upon
60 days' written notice to the Trust. This Agreement will automatically
terminate in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at the principal office of such party.
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As used in this Section 8, the terms "assignment" "interested
person", and "a vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in
Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the
1940 Act and Rule 18f-2 thereunder.
9. NAME OF ADVISER. The parties agree that the Adviser has a
proprietary interest in the name "Xxxxxxxx," and the Trust agrees to promptly
take such action as may be necessary to delete from its corporate name and/or
the name of the Series any reference to the name of the Adviser or the name
"Xxxxxxxx," promptly after receipt from the Adviser of a written request
therefore.
10. SEVERABILITY. If any provisions 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. GOVERNING LAW. This agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the dates set forth on Exhibit A hereto.
ATTEST: XXXXXXXX INTERNATIONAL FUNDS
________/s/*_________________ ______________/s/*___________________
____________, Secretary ____________, President
ATTEST: XXXXXXXX INTERNATIONAL
CAPITAL MANAGEMENT, LLC
________/s/*_________________ ______________/s/*___________________
____________, Secretary _____________, Managing Director
* Executed or Attested by the persons indicated on Exhibit A hereto.
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EXHIBIT A TO
Form Investment Advisory Agreement between Xxxxxxxx International Funds (the
"Trust") and Xxxxxxxx International Capital Management, LLC (the "Adviser")
FUND NAME DATE EXECUTED EXECUTED ATTESTED
Xxxxxxxx Pacific Tiger Fund 12/4/98 Trust: G. Xxxx Xxxxxxxx, President Trust: Xxxxx Xxxxxxxxxx,
Secretary
Adviser: Xxxx X. Xxxxxxx, Managing Adviser: Xxxxx Xxxxxxxxxx,
Director Secretary
Xxxxxxxx Asian Growth & Income Fund 12/4/98 Trust: G. Xxxx Xxxxxxxx, President Trust: Xxxxx Xxxxxxxxxx,
Secretary
Adviser: Xxxx X. Xxxxxxx, Managing Adviser: Xxxxx Xxxxxxxxxx,
Director Secretary
Xxxxxxxx Korea Fund 12/4/98 Trust: G. Xxxx Xxxxxxxx, President Trust: Xxxxx Xxxxxxxxxx,
Secretary
Adviser: Xxxx X. Xxxxxxx, Managing Adviser: Xxxxx Xxxxxxxxxx,
Director Secretary
Xxxxxxxx Dragon Century China Fund 12/4/98 Trust: G. Xxxx Xxxxxxxx, President Trust: Xxxxx Xxxxxxxxxx,
Adviser: Xxxx X. Xxxxxxx, Managing Adviser: Xxxxx Xxxxxxxxxx,
Director Secretary
Xxxxxxxx Japan Fund 12/30/98 Trust: G. Xxxx Xxxxxxxx, President Trust: Xxxxx Xxxxxxxxxx,
Secretary
Adviser: Xxxx X. Xxxxxxx, Managing Adviser: Xxxxx Xxxxxxxxxx,
Director Secretary
Xxxxxxxx Asian Technology Fund 10/15/99 Trust: G. Xxxx Xxxxxxxx, President Trust: Not Applicable
Adviser: Xxxxxx X. X'Xxxxxxx, Adviser: Not Applicable
Chief Operating Officer
