AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
EX 99.(d)(1)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made as of the 1st day of November, 2004 and
supplemented as of April 24, 2008, 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 Advisors
Inc., a Delaware corporation (hereinafter called the “Investment 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 Investment 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, each Fund entered into an Investment Management Agreement to provide management and
investment advisory services with the Investment Adviser, or its predecessor as the case may be,
effective as of the date set forth in Schedule A (the “Current Investment Management
Agreements”); and
WHEREAS, as of May 1, 2004, the Current Investment Management Agreements were amended and
restated to combine the Current Investment Management Agreements into a single Amended and Restated
Investment Management Agreement (the “Amended and Restated Investment Management
Agreement”) to reflect the current parties to such agreements and to make other ministerial
changes designed to facilitate the administration of the Amended and Restated Investment Management
Agreement; and
WHEREAS, each Fund desires to retain the Investment Adviser to render investment advisory
services in the manner and on the terms and conditions hereinafter set forth; and
WHEREAS, the Investment Adviser desires to be retained to perform said services on said terms
and conditions; and
WHEREAS, each Fund and the Investment Adviser desires to provide for the administrative and
other management services that the Investment Adviser provided under the Amended and Restated
Investment Management Agreement in a separate Administration Agreement (the “Administration
Agreement”) to be entered into by each Fund with Xxxxxx Xxxxxxx Services Company Inc.; and
WHEREAS, this Agreement further amends and restates the Amended and Restated Investment
Management Agreement to remove the provisions relating to the administrative and other management
services, and to reduce the fees payable by the Funds hereunder but otherwise reflects the current
parties to the Amended and Restated Investment Management Agreement (and Annexes 1, 2 and 3 will be
amended, if necessary, to add a Fund when such Fund is first included in Schedule A);
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 Investment Adviser agree as follows:
1. Each Fund hereby retains the Investment 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
Investment 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 Investment Adviser shall deem necessary or appropriate. The Investment 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 Investment 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 as
permitted in their respective Current Investment Management Agreements, and in connection with all
Funds added to Schedule A after the date hereof, the Investment Adviser may, subject to the
approval of the Board of Trustees/Directors (and in the case of the Xxxxxx Xxxxxxx European Growth
Fund Inc., Xxxxxx Xxxxxxx International SmallCap Fund, Xxxxxx Xxxxxxx Japan Fund, Xxxxxx Xxxxxxx
Pacific Growth Fund Inc. and Xxxxxx Xxxxxxx Variable Investment Series (on behalf of its European
Growth Portfolio) shall) at its own expense, enter into a Sub-Advisory Agreement with a 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 Investment Adviser, shall deem necessary or
appropriate; provided that the Investment 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 Investment 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 Investment Adviser shall be deemed
to include persons employed or otherwise retained by the Investment 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
Investment Adviser may desire.
4. Each Fund will, from time to time, furnish or otherwise make available to the Investment
Adviser such financial reports, proxy statements and other information relating to the business and
affairs of such Fund as the Investment Adviser may reasonably require in order to discharge its
duties and obligations hereunder. The Investment 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 Investment Adviser shall surrender to each
Fund such of the records so requested.
5. The Investment 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
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compensation of the officers and employees, if any, of the Funds who are also directors,
officers or employees of the Investment 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 Investment Adviser or any corporate affiliate of the
Investment 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 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 Investment 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
Investment Adviser, each Fund shall pay to the Investment 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, provided, however, that in no event will the
sum of the fee payable hereunder by each Fund to the Investment Adviser hereunder and the fee
payable by that Fund under the Administration Agreement, as that agreement may be amended from time
to time, exceed the fee payable by the Fund under the Amended and Restated Investment Management
Agreement. For the purposes of calculating the advisory fee hereunder and the administrative fee
under the Administration Agreement for the closed-end funds referenced on Annex 2 the
liquidation preference of any Preferred Shares issued by each of such Funds will not be deducted
from the Fund’s total assets. In addition, for purposes of this calculation, an amount up to the
aggregate amount of any other borrowings may be included in the Fund’s advisory fee calculation.
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,
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