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INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 24th day of November, 1997 by and between The Xxxxxxx Funds,
a Delaware Business Trust (the "Trust") and Xxxxxxx Partners, Inc., a Delaware
corporation (the "Advisor").
1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as
investment advisor to the U.S. Large Capitalization Equity Fund (the "Series")
for the period and on such terms set forth in this Agreement. The Trust employs
the Advisor to manage the investment and reinvestment of the assets of the
Series, to continuously review, supervise and administer the investment program
of the Series, to determine in its discretion the assets to be held uninvested,
to provide the Trust with records concerning the Advisor'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 Advisor's discharge of the
foregoing responsibilities. The Advisor 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 Advisor 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. With respect to foreign securities,
at its own expense, the Advisor may obtain statistical and other factual
information and advice regarding economic factors and trends from its foreign
subsidiaries, but it may not generally receive advice or recommendations
regarding the purchase or sale of securities from such subsidiaries.
2. Portfolio Transactions. The Advisor shall provide the Series with a
trading department and with respect to foreign securities, the Advisor is
authorized to utilize the trading department of its foreign subsidiaries. The
Advisor shall select, and with respect to its foreign subsidiaries, shall
monitor the selection of, 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
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available price and most favorable execution of securities transactions for the
Series are obtained. Subject to policies established by the Board of Trustees of
the Trust and communicated to the Advisor, it is understood that the Advisor
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
Advisor 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 that particular transaction or the Advisor's
overall responsibilities with respect to the accounts, including the Series, as
to which it exercises investment discretion. The Advisor will promptly
communicate to the officers and directors of the Trust such information relating
to the Series transactions as they may reasonably request.
3. Compensation of the Advisor. For the services to be rendered by the
Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay
to the Advisor an annual management fee of 0.70% calculated on the Series' daily
net assets to be paid to the Advisor within five business days after the end of
each month.
In the event of termination of this Agreement, the fee provided in this
Section 3 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
4. Reports. The Series and the Advisor agree to furnish to each other
such information regarding their operations with regard to their affairs as each
may reasonably request.
5. Status of Advisor. The services of the Advisor to the Series are not
to be deemed exclusive, and the Advisor shall be free to render similar services
to others so long as its services to the Series are not impaired thereby.
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6. Liability of Advisor. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Advisor of its obligations
and duties hereunder, the Advisor 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, 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.
7. Duration and Termination. This Agreement shall become effective on
November 24, 1997 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 November 24, 1999. 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 or by vote of the holders of a majority of the outstanding voting
securities of the Series on 60 days' written notice to the Advisor. This
Agreement may be terminated by the Advisor 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.
8. Name of Advisor. The parties agree that the Advisor has a proprietary
interest in the name "Xxxxxxx," 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 Advisor promptly after receipt from
the Advisor of a written request therefore.
9. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 24th of November, 1997.
ATTEST: THE XXXXXXX FUNDS
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
Secretary Vice President
ATTEST: XXXXXXX PARTNERS, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx
Assistant Secretary
