AMENDED INVESTMENT ADVISORY AGREEMENT
Agreement, dated as of August 1, 1991, amended as of _______ __, 1996 by
and between XXXXXXXX PARTNERS FUNDS, INC., a Maryland corporation (the
"Company"), on behalf of XXXXXXXX PARTNERS STRATEGY FUND (the "Fund"), and
XXXXXXXX PARTNERS, INC., a Delaware corporation (the "Adviser").
The Company, on behalf of the Fund, and the Adviser hereby agree as
follows:
1. INVESTMENT DESCRIPTION. The Company is an open-end investment
company which, as of the date hereof, consists of two series: the Fund and the
Xxxxxxxx Partners Capital Value Fund. The Company desires to employ the Fund's
capital by investing and reinvesting in investments of the kind, and in
accordance with the limitations, specified in the Company's Articles of
Incorporation, as amended from time to time (the "Articles of Incorporation"),
and in the Fund's Prospectus and Statement of Additional Information contained
in the Company's Registration Statement on Form N-1A, as in effect from time to
time (the "Registration Statement"), filed by the Company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and the Securities Act of
1933, as amended, and in such manner and to such extant as may from time to time
be approved by the Company's Board of Directors. Copies of the Articles of
Incorporation and the Registration Statement currently in effect have been
submitted to the Adviser. Any amendments to these documents shall be furnished
to the Adviser promptly.
2. APPOINTMENT. The Company, on behalf of the Fund, desires to
employ and hereby appoints the Adviser to act as the Fund's investment adviser.
The Adviser accepts the appointment and agrees to furnish the services set forth
below for the compensation set forth below.
3. DUTIES OF THE ADVISER. Subject to the supervision and direction
of the Company's Board of Directors, the Adviser shall (a) act in strict
conformity with the Articles of Incorporation, the 1940 Act and the Investment
Advisers Act of 1940, as amended, (b) manage the Fund's assets in accordance
with the Fund's investment objective and policies as stated in the Registration
Statement and in accordance with the provisions of the Internal Revenue Code of
1986, as amended, relating to regulated investment companies, (c) make all
investment decisions for the Fund and (d) place purchase and sale orders on
behalf of the Fund. In rendering such services, the Adviser will provide
investment research and supervision of the Fund's investments and conduct a
continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. In addition, the Adviser will furnish the
Fund with whatever statistical information the Fund may reasonably request with
respect to the securities that the Fund may hold or contemplate purchasing.
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4. EXPENSES PAYABLE BY THE FUND. Except as otherwise provided in
Paragraphs 3 and 5 hereof, the Company, on behalf of the Fund, will pay all
expenses incurred in connection with its operation, including, among other
things, expenses for legal, accounting and auditing services, taxes, costs of
printing and distributing shareholder reports, proxy materials, prospectuses and
stock certificates, charges of the custodian, the registrar, the transfer agent,
the dividend disbursing agent and the dividend reinvestment plan agent,
Securities and Exchange Commission fees, listing fees, fees and expenses of non-
interested directors, salaries of shareholder relations personnel, insurance,
interest, brokerage costs, litigation and other extraordinary or non-recurring
expenses.
5. EXPENSES PAYABLE BY THE ADVISER. The Adviser shall, at its
expense, (a) provide the Fund with office space, equipment and personnel
reasonably necessary for the operation of the Fund, (b) employ or associate
with itself such persons as it believes appropriate to assist it in performing
its obligations under this Agreement and (c) provide the Company with persons
satisfactory to the Company's Board of Directors to serve as directors, officers
and employees of the Company or the Fund, including a Chairman, Vice Chairman,
President, Secretary and Treasurer. The Adviser shall also pay all expenses
which it may incur in performing its duties under Paragraph 3 hereof.
6. COMPENSATION OF THE ADVISER. As compensation for the services
provided by the Adviser pursuant to this Agreement, the Company, on behalf of
the Fund, shall pay to the Adviser on the first business day of each calendar
month a fee for the previous month at an annual rate equal to .60% of the
average daily net assets of the Fund. For the purpose of determining fees
payable to the Adviser, the value of the Fund's net assets shall be computed at
the times and in the manner specified in the Registration Statement. Upon
termination of this Agreement before the end of a month, the fee for such part
of that month shall be pro-rated according to the proportion that such period
bears to the full monthly period and shall be payable within seven (7) days
after the date of termination of this Agreement.
7. EXPENSE LIMITATIONS. If the aggregate expenses incurred by, or
allocated to, the Fund in any fiscal year shall exceed the expense limitations
applicable to the Fund imposed by state securities laws or regulation
thereunder, as such limitations may be raised or lowered from time to time, the
Adviser and Princeton Administrators, Inc., the Fund's Administrator, shall
reimburse the Fund for such excess in proportion to the respective fees payable
by the Fund to the Adviser and the Administrator. The Adviser's and the
Administrator's reimbursement obligation will be limited to the amount of fees
they receive from the Fund during the period in which such expense limitations
were exceeded, unless otherwise required by applicable laws or regulations.
With respect to
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portions of a fiscal year in which this contract shall be in effect, the
foregoing limitations shall be prorated according to the proportion which that
portion of the fiscal year bears to the full fiscal year. Any payments required
to be made by this Paragraph 7 shall be made once a year promptly after the end
of the Fund's fiscal year.
8. BROKERAGE. In executing transactions for the Fund and selecting
brokers or dealers, the Adviser will use its best efforts to seek the best
combination of net price and execution for the Fund. In assessing the best
combination of net price and execution for any transaction on behalf of the
Fund, the Adviser will consider all factors it deems relevant including, but not
limited to, the breadth of the market in the security, the size of the
transaction, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of any commission (for
the specific transaction and on a continuing basis). In selecting brokers to
execute a particular transaction and in evaluating the best combination of net
price and execution available, the Adviser may consider "brokerage and research
services" (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended), statistical quotations, specifically the
quotations necessary to determine the Fund's net asset value, and other
information provided to the Fund and/or to the Adviser (or their affiliates).
The Adviser is authorized, to the fullest extent now or hereafter permitted by
law, to cause the Fund to pay to a broker who provides such brokerage and
research services a commission for executing a portfolio transaction in excess
of the amount of commission another broker would have charged for effecting that
transaction, if the Adviser determines in good faith that such commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker, viewed in terms of that particular transaction or in
terms of all other accounts over which the Adviser exercises investment
discretion. It is understood that certain of the services provided by such
broker may benefit one or more other accounts for which investment discretion is
exercised by the Adviser.
9. INFORMATION PROVIDED TO THE COMPANY. The Adviser will keep
the Company informed of developments materially affecting the Fund, and will,
on its own initiative, furnish the Company from time to time with whatever
information the Adviser believes is appropriate for this purpose.
10. LIMITATIONS ON THE EMPLOYMENT OF THE ADVISER. The services of
the Adviser to the Company on behalf of the Fund shall not be deemed exclusive,
and the Adviser may engage in any other business or render similar or different
services to others so long as its services to the Company on behalf of the Fund
hereunder are not impaired thereby, and provided that the Adviser shall provide
fair and equitable treatment to the Fund in the selection of portfolio
investments and the allocation of investment opportunities as between the Fund
and other investment
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management clients of the Adviser. Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of the Adviser to engage
in any other business or to devote his time and attention in part to any other
business, whether of a similar or dissimilar nature.
11. STANDARD OF CARE; PROTECTION OF THE ADVISER. The Advisor shall
exercise its best judgment in rendering the services described in paragraphs 3
and 7 above. The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Company (including the Fund) in
connection with the matters to which this Agreement relates, provided that
nothing in this paragraph shall be deemed to protect or purport to protect the
Adviser against any liability to the Company (including the Fund) or to its
shareholders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Adviser's reckless disregard of
its obligations and duties under this Agreement.
12. EFFECTIVENESS, DURATION AND TERMINATION OF AGREEMENT. This
Agreement shall remain in effect until September 20, 1991 and thereafter shall
continue automatically for successive annual periods ending on September 30 of
each year, provided such continuance is specifically approved at least annually
by (a) the vote of the holders of a "majority" (as defined in the 0000 Xxx) of
the Fund's outstanding voting securities or by the Board of Directors of the
Company and (b) the vote of a majority of the Company's directors who are not
parties to this Agreement or "interested persons" (as defined in the 0000 Xxx)
of any such party, cast in person at a meeting called for the purpose of voting
on such approval. This Agreement may be terminated at any time, without the
payment of any penalty, on sixty (60) days written notice by the vote of the
holders of a majority of the outstanding voting securities of the Fund, by the
vote of the Company's Board of Directors or by the Adviser. This Agreement will
also terminate automatically in the event of its assignment (as defined in the
1940 Act and the rules thereunder).
13. NAME. The Company (including the Fund) may, so long as this
Agreement remains in effect, use "Xxxxxxxx" as part of its name. The Adviser
may, upon termination of this Agreement, require the Company (including the
Fund) to refrain from using the name "Xxxxxxxx" in any form or combination in
its name or in its business, and the Company (including the Fund) shall, as soon
as practicable following its receipt of any such request from the Adviser, so
refrain from using such name.
14. NOTICES. Any notice under this Agreement shall be given in
writing, delivered against receipt or mailed, first class certified or
registered mail, return receipt requested, postage prepaid, addressed to the
other party at its then principal office.
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15. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York applicable to contracts made and wholly to be performed in
such State.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed the day and year first above written.
XXXXXXXX PARTNERS FUNDS, INC.,
on behalf of
XXXXXXXX PARTNERS STRATEGY FUND
By:
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Name:
Title:
XXXXXXXX PARTNERS, INC.
By:
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Name:
Title:
