Exhibit 77Q1
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made
as of the 31st day of July, 2011, by and between the registered
investment companies, including any portfolio/series thereof,
as set forth on Schedule A (each, a "Fund" and collectively,
the "Funds") as may be amended from time to time, and
Xxxxxx Xxxxxxx Investment Management Inc., a Delaware
corporation (hereinafter called the "Adviser"):
WHEREAS, each Fund is engaged in business as an
open-end management investment company or as a closed-end
management investment company, as identified as such on
Schedule A, and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Adviser is registered as an
investment adviser under the Investment Advisers Act of
1940, and engages in the business of acting as investment
adviser; and
WHEREAS, effective July 31, 2011, the Board of
Trustees/Directors of each Fund approved the termination of
the investment advisory agreement between Xxxxxx Xxxxxxx
Investment Advisors Inc. and the Funds and the adoption of a
new Investment Advisory Agreement with the Adviser (this
"Agreement"); and
WHEREAS, each Fund desires to retain the Adviser
to render investment advisory services in the manner and on
the terms and conditions hereinafter set forth; and
WHEREAS, the Adviser desires to be retained to
perform said services on said terms and conditions; and
WHEREAS, each Fund has entered into a separate
Administration Agreement (the "Administration Agreement")
with Xxxxxx Xxxxxxx Services Company Inc. ("MS Services")
whereby MS Services provides administrative and other
management services to the Funds.
W I T N E S S E T H
In consideration of the mutual covenants and
agreements of the parties hereto as hereinafter contained, each
Fund and the Adviser agree as follows:
1. Each Fund hereby retains the Adviser to act as
investment adviser of such Fund and, subject to the
supervision of the Trustees/Directors, to supervise the
investment activities of such Fund as hereinafter set forth.
Without limiting the generality of the foregoing, the Adviser
shall obtain and evaluate such information and advice relating
to the economy, securities, securities markets and
commodities markets as it deems necessary or useful to
discharge its duties hereunder; shall continuously manage the
assets of each Fund in a manner consistent with the investment
objectives and policies of a Fund; shall determine the
securities to be purchased, sold or otherwise disposed of by a
Fund and the timing of such purchases, sales and dispositions;
and shall take such further action, including the placing of
purchase and sale orders on behalf of a Fund, as the Adviser
shall deem necessary or appropriate. The Adviser shall also
furnish to or place at the disposal of each Fund such of the
information, evaluations, analyses and opinions formulated or
obtained by the Adviser in the discharge of its duties as each
Fund may, from time to time, reasonably request.
2. In connection with those Funds identified in Annex
1 to this Agreement and in connection with all Funds added to
Schedule A after the date hereof, the Adviser may, subject to
the approval of the Board of Trustees/Directors (and in the
case of the Xxxxxx Xxxxxxx European Equity Fund Inc.,
Xxxxxx Xxxxxxx Global Infrastructure Fund, Xxxxxx Xxxxxxx
International Value Equity Fund,
Xxxxxx Xxxxxxx Select Dimensions Investment Series (on
behalf of its Global Infrastructure Portfolio) and Xxxxxx
Xxxxxxx Variable Investment Series (on behalf of its European
Equity Portfolio and Global Infrastructure Portfolio) shall) at
its own expense, enter into a Sub-Advisory Agreement with a
sub-advisor ("Sub-Advisor") to make determinations as to
certain or all of the securities and commodities to be
purchased, sold or otherwise disposed of by such Funds and
the timing of such purchases, sales and dispositions and to
take such further action, including the placing of purchase and
sale orders on behalf of such Funds as the Sub-Advisor, in
consultation with the Adviser, shall deem necessary or
appropriate; provided that the Adviser shall be responsible for
monitoring compliance by such Sub-Advisor with the
investment policies and restrictions of such Funds and with
such other limitations or directions as the Trustees/Directors
of the Fund may from time to time prescribe.
3. The Adviser shall, at its own expense, maintain
such staff and employ or retain such personnel and consult
with such other persons as it shall from time to time determine
to be necessary or useful to the performance of its obligations
under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Adviser shall be
deemed to include persons employed or otherwise retained by
the Adviser to furnish statistical and other factual data, advice
regarding economic factors and trends, information with
respect to technical and scientific developments, and such
other information, advice and assistance as the Adviser may
desire.
4. Each Fund will, from time to time, furnish or
otherwise make available to the Adviser such financial reports,
proxy statements and other information relating to the
business and affairs of such Fund as the Adviser may
reasonably require in order to discharge its duties and
obligations hereunder. The Adviser shall, as agent for each
Fund, maintain the Fund's records required in connection with
the performance of its obligations under this Agreement and
required to be maintained under the Act. All such records so
maintained shall be the property of the Funds and, upon
request therefor, the Adviser shall surrender to each Fund such
of the records so requested.
5. The Adviser shall bear the cost of rendering the
investment advisory and supervisory services to be performed
by it under this Agreement, and shall, at its own expense, pay
the compensation of the officers and employees, if any, of the
Funds who are also directors, officers or employees of the
Adviser.
6. Except as otherwise provided in the
Administration Agreement, each Fund assumes and shall pay
or cause to be paid all other expenses of such Fund, including
without limitation: fees and expenses payable under the
Administration Agreement, the charges and expenses of any
registrar, any custodian or depository appointed by the Fund
for the safekeeping of its cash, portfolio securities and
commodities and other property, and any stock transfer or
dividend agent or agents appointed by the Fund; brokers'
commissions chargeable to the Fund in connection with
portfolio securities transactions to which the Fund is a party;
all taxes, including securities and commodities issuance and
transfer taxes, and fees payable by the Fund to Federal, State
or other governmental agencies; the cost and expense of
engraving or printing share certificates representing shares of
the Fund; all costs and expenses in connection with the
registration and maintenance of registration of the Fund and its
shares with the Securities and Exchange Commission and
various states and other jurisdictions (including filing fees and
legal fees and disbursements of counsel); the cost and expense
of printing (including typesetting) and distributing
prospectuses of the Fund and supplements thereto to the
Fund's shareholders; all expenses of shareholders' and
Trustees'/Directors' meetings and of preparing, printing and
mailing proxy statements and reports to shareholders; fees and
travel expenses of Trustees/Directors or members of any
advisory board or committee who are not employees of the
Adviser or any corporate affiliate of the Adviser; all expenses
incident to the payment of any dividend, distribution,
withdrawal or redemption (and in the case of the closed-end
funds, any dividend or distribution program), whether in
shares or in cash; charges and expenses of any outside pricing
service used for pricing of the Fund's shares; charges and
expenses of
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legal counsel, including counsel to the Trustees/Directors of
the Fund who are not interested persons (as defined in the Act)
of the Fund or the Adviser, and of independent accountants in
connection with any matter relating to the Fund; membership
dues of the Investment Company Institute (and in the case of
the closed-end funds, other appropriate industry associations);
interest payable on Fund borrowings; (and in the case of the
closed-end funds, fees and expenses incident to the listing of
the funds' shares on any stock exchange); postage; insurance
premiums on property or personnel (including officers and
Trustees/Directors) of the Fund which inure to its benefit;
extraordinary expenses (including but not limited to legal
claims and liabilities and litigation costs and any
indemnification related thereto); and all other charges and
costs of the Fund's operation.
7. For the services to be rendered, the facilities
furnished, and the expenses assumed by the Adviser, each
Fund shall pay to the Adviser monthly compensation
determined by applying the annual rates to the Fund's daily
net assets (weekly net assets with respect to each closed-end
fund) as set forth in Schedule A. Except as hereinafter set
forth, compensation under this Agreement shall be calculated
and accrued daily and the amounts of the daily accruals shall
be paid monthly. Such calculations shall be made by applying
1/365ths of the annual rates to each Fund's net assets each day
determined as of the close of business on that day or the last
previous business day.
In connection with the closed-end funds identified on
Schedule A, compensation under this Agreement shall be
calculated and accrued weekly and paid monthly by applying
the annual rates to the average weekly net assets of the Fund
determined as of the close of the last business day of each
week, except for such closed-end funds as may be specified in
Schedule A. At the request of the Adviser, compensation
hereunder shall be calculated and accrued at more frequent
intervals in a manner consistent with the calculation of fees on
a weekly basis.
If this Agreement becomes effective subsequent to
the first day of a month or shall terminate before the last day
of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent
with the calculation of the fees as set forth in Schedule A.
Subject to the provisions of paragraph 8 hereof, payment of
the Adviser's compensation for the preceding month shall be
made as promptly as possible after completion of the
computation contemplated by paragraph 8 hereof.
8. This section is applicable only to those Funds
listed on Annex 2 and subject to any fund specific
requirements set forth in Annex 2. In the event the operating
expenses of those Funds identified in Annex 2 to this
Agreement, including amounts payable to the Adviser
pursuant to paragraph 7 hereof and the amounts payable by the
Funds under the Administration Agreement, for any fiscal year
ending on a date on which this Agreement is in effect, exceed
the expense limitations applicable to a Fund imposed by state
securities laws or regulations thereunder, as such limitations
may be raised or lowered from time to time, the Adviser shall
reduce its advisory fee to the extent of such excess and, if
required, pursuant to any such laws or regulations, will
reimburse a Fund for annual operating expenses in excess of
any expense limitation that may be applicable; provided,
however, there shall be excluded from such expenses the
amount of any interest, taxes, brokerage commissions and
extraordinary expenses (including but not limited to legal
claims and liabilities and litigation costs and any
indemnification related thereto) paid or payable by a Fund.
Such reduction, if any, shall be computed and accrued daily
(and in the case of the closed-end funds, weekly), shall be
settled on a monthly basis, and shall be based upon the
expense limitation applicable to a Fund as at the end of the last
business day of the month. Should two or more such expense
limitations be applicable as at the end of the last business day
of the month (and in the case of the closed-end funds, as at the
end of the last full week of the month), that expense limitation
which results in the largest reduction in the Adviser's fee shall
be applicable.
9. The Adviser will use its best efforts in the
supervision and management of the investment activities of
each Fund, but in the absence of willful misfeasance, bad
faith, gross negligence or reckless
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disregard of its obligations hereunder, the Adviser shall not be
liable to a Fund or any of its investors for any error of
judgment or mistake of law or for any act or omission by the
Adviser or for any losses sustained by a Fund or its investors.
10. Nothing contained in this Agreement shall
prevent the Adviser or any affiliated person of the Adviser
from acting as investment adviser or manager for any other
person, firm or corporation and shall not in any way bind or
restrict the Adviser or any such affiliated person from buying,
selling or trading any securities or commodities for their own
accounts or for the account of others for whom they may be
acting. Nothing in this Agreement shall limit or restrict the
right of any trustee/director, officer or employee of the
Adviser to engage in any other business or to devote his or her
time and attention in part to the management or other aspects
of any other business whether of a similar or dissimilar nature.
11. This Agreement shall continue in effect with
respect to each Fund for a period of up to one year from the
effective date hereof (except with respect to any Fund added
to Schedule A of this Agreement after the date hereof, for an
initial period of two years from the date that such Fund is
added) and thereafter provided such continuance is approved
at least annually by the vote of holders of a majority (as
defined in the Act) of the outstanding voting securities of each
Fund or by the Board of Trustees/Directors of such Fund;
provided that in either event such continuance is also approved
annually by the vote of a majority of the Trustees/Directors of
such Fund who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party, which vote
must be cast in person at a meeting called for the purpose of
voting on such approval; provided, however, that (a) each
Fund may, at any time and without the payment of any
penalty, terminate this Agreement upon thirty days' written
notice to the Adviser, either by majority vote of the Board of
Trustees/Directors of such Fund or by the vote of a majority of
the outstanding voting securities of such Fund; (b) this
Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act) unless such
automatic termination shall be prevented by an exemptive
order of the Securities and Exchange Commission; and (c) the
Adviser may terminate this Agreement without payment of
penalty on thirty days' written notice to such Fund. Any notice
under this Agreement shall be given in writing, addressed and
delivered, or mailed post-paid, to the other party at the
principal office of such party.
Any approval of this Agreement by the holders of a
majority of the outstanding voting securities of any
portfolio/series of a Fund shall be effective to continue this
Agreement with respect to such portfolio/series
notwithstanding (a) that this Agreement has not been approved
by the holders of a majority of the outstanding voting
securities of any other portfolio/series or (b) that this
Agreement has not been approved by the vote of a majority of
the outstanding voting securities of the Fund of which it is a
portfolio/series unless such approval shall be required by any
other applicable law or otherwise.
12. This Agreement may be amended by the parties
without the vote or consent of shareholders of a Fund to
supply any omission, to cure, correct or supplement any
ambiguous, defective or inconsistent provision hereof, or if
they deem it necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but
neither the Funds nor the Adviser shall be liable for failing to
do so.
13. This Agreement shall be construed in accordance
with the law of the State of New York and the applicable
provisions of the Act. To the extent the applicable law of the
State of New York, or any of the provisions herein, conflicts
with the applicable provisions of the Act, the latter shall
control.
14. With respect to those Funds that are
Massachusetts business trusts, the Declaration of Trust,
together with all amendments thereto establishing each Fund
identified in Schedule A as a Massachusetts business trust (the
"Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of
such Funds refers to the Trustees under the
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Declaration collectively as Trustees, but not as individuals or
personally; and no Trustee, shareholder, officer, employee or
agent of such Funds shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction
of any obligation or claim or otherwise, in connection with the
affairs of such Funds, but the Trust Estate only shall be liable.
15. The Adviser and each Fund agree that the name
Xxxxxx Xxxxxxx is a property right of the Adviser or its parent.
Each Fund agrees and consents that (i) it will only use the
name Xxxxxx Xxxxxxx as a component of its name and for no
other purpose, (ii) it will not purport to grant to any third party
the right to use the Name for any purpose, (iii) the Adviser or
its parent, or any corporate affiliate of the Adviser's parent,
may use or grant to others the right to use the name Xxxxxx
Xxxxxxx, or any combination or abbreviation thereof, as all or a
portion of a corporate or business name or for any commercial
purpose, including a grant of such right to any other
investment company, (iv) at the request of the Adviser or its
parent or any corporate affiliate of the Adviser's parent, each
Fund will take such action as may be required to provide its
consent to the use name Xxxxxx Xxxxxxx, or any combination
or abbreviation thereof, by the Adviser or its parent or any
corporate affiliate of the Adviser's parent, or by any person to
whom the Adviser or its then current parent or a corporate
affiliate of the Adviser's parent shall have granted the right to
such use, and (v) upon the termination of any investment
advisory agreement into which a corporate affiliate of the
Adviser's parent and each Fund may enter, or upon
termination of affiliation of the Adviser with its parent, each
Fund shall, upon request of the Adviser or its parent or any
corporate affiliate of the Adviser's parent, cease to use the
Name as a component of its name, and shall not use the name,
or any combination or abbreviation thereof, as a part of its
name or for any other commercial purpose, and shall cause its
officers, trustees/directors and shareholders to take any and all
actions which the Adviser or its parent or any corporate
affiliate of the Adviser's parent, may request to effect the
foregoing and to reconvey to the Adviser's parent any and all
rights to such name.
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IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement, on July 31, 2011, in
New York, New York.
ON BEHALF OF EACH
EQUITY AND FIXED
INCOME FUND AS SET
FORTH IN SCHEDULE A
By:
/s/ Xxxxxx Xxx
Xxxxxx Xxx
President and Principal
Executive Officer
Attest:
/s/ Xxxxxx Xxxxxx
ON BEHALF OF EACH
MONEY MARKET FUND AS
SET FORTH IN SCHEDULE
A
By:
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
President and Principal
Executive Officer
Attest:
/s/ Xxxxxx Xxxxx
XXXXXX XXXXXXX
INVESTMENT
MANAGEMENT INC.
By:
/s/ Xxxxxx X. Xxxxxxxx III
Xxxxxx X. Xxxxxxxx III
Managing Director
Attest:
/s/ Xxxx X. Xxxxxx
SCHEDULE A
As of April 28, 2014
All of the Funds referenced below are organized as
Massachusetts business trusts unless otherwise indicated.
I. OPEN-END FUNDS: Monthly Compensation calculated
daily by applying the following annual rates to a
fund's daily net assets:
FIXED INCOME FUNDS
INVESTMENT ADVISORY FEE
Xxxxxx Xxxxxxx Mortgage
Securities Trust
0.47% of the portion of the daily
net assets not exceeding $1
billion; 0.445% of the portion of
the daily net assets exceeding $1
billion but not exceeding $1.5
billion; 0.42% of the portion of
the daily net assets exceeding $1.5
billion but not exceeding $2
billion; 0.395% of the portion of
the daily net assets exceeding $2
billion but not exceeding $2.5
billion; 0.37% of the portion of
the daily net assets exceeding $2.5
billion but not exceeding $5
billion; 0.345% of the portion of
the daily net assets exceeding $5
billion but not exceeding $7.5
billion; 0.32% of the portion of
the daily net assets exceeding $7.5
billion but not exceeding $10
billion; 0.295% of the portion of
the daily net assets exceeding $10
billion but not exceeding $12.5
billion; and 0.27% of the portion
of the daily net assets exceeding
$12.5 billion.
Xxxxxx Xxxxxxx Global
Fixed Income
Opportunities Fund
0.32% of the daily net assets.
Xxxxxx Xxxxxxx Limited
Duration U.S. Government
Trust
0.27% of the daily net assets not
exceeding $1 billion; and 0.25%
of the portion of the daily net
assets exceeding $1 billion.
Xxxxxx Xxxxxxx U.S.
Government Securities
Trust
0.42% of the portion of the daily
net assets not exceeding $1
billion; 0.395% of the portion of
the daily net assets exceeding $1
billion but not exceeding $1.5
billion; 0.37% of the portion of
the daily net assets exceeding $1.5
billion but not exceeding $2
billion; 0.345% of the portion of
the daily net assets exceeding $2
billion but not exceeding $2.5
billion; 0.32% of the portion of
the daily net assets exceeding $2.5
billion but not exceeding $5
billion; 0.295% of the portion of
the daily net assets exceeding $5
billion but not exceeding $7.5
billion; 0.27% of the portion of
the daily net assets exceeding $7.5
billion but not exceeding $10
billion; 0.245% of the portion of
the daily net assets exceeding $10
billion but not exceeding $12.5
billion; and 0.22% of the portion
of the daily net assets exceeding
$12.5 billion.
Xxxxxx Xxxxxxx Variable
Investment Series-
- Income Plus Portfolio
0.42% of the portion of the daily
net assets not exceeding $500
million; 0.35% of the portion of
the daily net assets exceeding
$500 million but not exceeding
$1.25 billion; and
Sch.A-1
FIXED INCOME FUNDS
INVESTMENT ADVISORY FEE
0.22% of the portion of the daily
net assets exceeding $1.25 billion.
- Limited Duration
Portfolio
0.30% of the daily net assets.
Sch.A-2
EQUITY AND ASSET
ALLOCATION FUNDS
INVESTMENT ADVISORY FEE
Xxxxxx Xxxxxxx European
Equity Fund Inc.
(Maryland corporation)
0.87% of the portion of the daily
net assets not exceeding $500
million; 0.82% of the portion of
the daily net assets exceeding
$500 million but not exceeding $2
billion; 0.77% of the portion of
the daily net assets exceeding $2
billion but not exceeding $3
billion; and 0.745% of the portion
of the daily net assets exceeding
$3 billion.
Xxxxxx Xxxxxxx Global
Infrastructure Fund
0.57% of the portion of the daily
net assets not exceeding $500
million; 0.47% of the portion of
the daily net assets exceeding
$500 million but not exceeding $1
billion; 0.445% of the portion of
the daily net assets exceeding $1
billion but not exceeding $1.5
billion; 0.42% of the portion of
the daily net assets exceeding $1.5
billion but not exceeding $2.5
billion; 0.395% of the portion of
the daily net assets exceeding $2.5
billion but not exceeding $3.5
billion; 0.37% of the portion of
the daily net assets exceeding $3.5
billion but not exceeding $5
billion; and 0.345% of the portion
of the daily net assets exceeding
$5 billion.
Xxxxxx Xxxxxxx Multi Cap
Growth Trust
0.67% of the portion of the daily
net assets not exceeding $500
million; 0.645% of the portion of
the daily net assets exceeding
$500 million but not exceeding $2
billion; 0.62% of the portion of
the daily net assets exceeding $2
billion but not exceeding $3
billion; and 0.595% of the portion
of the daily net assets exceeding
$3 billion.
Xxxxxx Xxxxxxx Select
Dimensions Investment
Series-
-Mid Cap Growth
Portfolio
0.42% of the portion of the daily
net assets not exceeding $500
million; and 0.395% of the
portion of the daily net assets
exceeding $500 million.
Xxxxxx Xxxxxxx Variable
Investment Series-
- European Equity
Portfolio
0.87% of the portion of daily net
assets not exceeding $500 million;
0.82% of the portion of daily net
assets exceeding $500 million but
not exceeding $2 billion; 0.77%
of the portion of the daily net
assets exceeding $2 billion but not
exceeding $3 billion; and 0.745%
of the portion of the daily net
assets exceeding $3 billion.
- Multi Cap Growth
Portfolio
0.42% of the portion of the daily
net assets not exceeding $1
billion; 0.395% of the portion of
the daily net assets exceeding $1
billion but not exceeding $2
billion; and 0.37% of the portion
of the daily net assets exceeding
$2 billion.
Sch.A-3
MONEY MARKET FUNDS
Active Assets California
Tax-Free Trust
0.45% of the portion of the daily
net assets not exceeding $500
million; 0.375% of the portion of
the daily net assets exceeding
$500 million but not exceeding
$750 million; 0.325% of the
portion of the daily net assets
exceeding $750 million but not
exceeding $1 billion; 0.30% of the
portion of the daily net assets
exceeding $1 billion but not
exceeding $1.5 billion; 0.275% of
the portion of the daily net assets
exceeding $1.5 billion but not
exceeding $2 billion; 0.25% of the
portion of the daily net assets
exceeding $2 billion but not
exceeding $2.5 billion; 0.225% of
the portion of the daily net assets
exceeding $2.5 billion but not
exceeding $3 billion; and 0.20%
of the portion of the daily net
assets exceeding $3 billion
Active Assets Government
Securities Trust
0.45% of the portion of the daily
net assets not exceeding $500
million; 0.375% of the portion of
the daily net assets exceeding
$500 million but not exceeding
$750 million; 0.325% of the
portion of the daily net assets
exceeding $750 million but not
exceeding $1 billion; 0.30% of the
portion of the daily net assets
exceeding $1 billion but not
exceeding $1.5 billion; 0.275% of
the portion of the daily net assets
exceeding $1.5 billion but not
exceeding $2 billion; 0.25% of the
portion of the daily net assets
exceeding $2 billion but not
exceeding $2.5 billion; 0.225% of
the portion of the daily net assets
exceeding $2.5 billion but not
exceeding $3 billion; and 0.20%
of the portion of the daily net
assets exceeding $3 billion.
Active Assets Institutional
Government Securities
Trust
0.10% of the daily net assets.
On an ongoing basis, the Adviser
has agreed under this Agreement
with the Fund to assume Fund
operating expenses (except for
brokerage fees) to the extent that
such operating expenses exceed
on an annualized basis 0.20% of
the average daily net assets of the
Fund. This may reduce the fees
under this Agreement and the
Administration Agreement below
0.15% for the Fund.
Active Assets Institutional
Money Trust
0.10% of the daily net assets.
On an ongoing basis, the Adviser
has agreed under this Agreement
with the Fund to assume Fund
operating expenses (except for
brokerage fees) to the extent that
such operating expenses exceed
on an annualized basis 0.20% of
the average daily net assets of the
Fund.
