Exhibit 99.(d)(10)
INVESTMENT MANAGEMENT AGREEMENT
THE XXXXX INSTITUTIONAL FUNDS
XXXXX CORE FIXED-INCOME INSTITUTIONAL XXXX
Xxxxx 0, 0000
Xxxx Xxxxx Management, Inc. 000
Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The Xxxxx Institutional Funds (the "Fund"), an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts, hereby confirms
its agreement with Xxxx Xxxxx Management, Inc. ("Xxxxx") as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The fund desires to employ the capital of the Xxxxx Core Fixed-Income
Institutional Fund (the "Portfolio") by investing and reinvesting in
investments of the kind and in accordance with the limitations
specified in its Agreement and Declaration of Trust and in its
Prospectus and Statement of Additional Information, as from time to
time in effect, and in such manner and to such extent as may from time
to time be approved by the Board of Trustees of the Fund. Copies of the
Fund's Prospectus, Statement of Additional Information and Agreement
and Declaration of Trust, as each may from time to time be amended,
have been or will be submitted to Xxxxx. The Fund desires to employ and
hereby appoints Xxxxx to act as the investment manager for the
Portfolio. Xxxxx accepts the appointment and agrees to furnish the
services for the compensation set forth below.
2. SERVICES AS INVESTMENT MANAGER
Subject to the supervision and direction of the Board of Trustees of
the Fund, Xxxxx will (a) act in strict conformity with the Fund's
Agreement and Declaration of Trust, the Investment Company Act of 1940
(the "Act") and the Investment Advisers Act of 1940, as the same may
from time to time be amended; (b) manage the Portfolio in accordance
with the Portfolio's investment objective and policies as stated in the
Fund's Prospectus and Statement of Additional Information as from time
to time in effect; (c) make general investment decisions for the
Portfolio involving decisions concerning (i) the specific
types of securities to be held by the Portfolio and the proportion of
the Portfolio's assets that should be allocated to such investments
during particular market cycles and (ii) the specific issuers whose
securities will be purchased or sold by the Portfolio; and (d) supply
office facilities (which may be in Xxxxx'x own offices); statistical
and research data; data processing services; clerical, accounting and
bookkeeping services; internal auditing services; internal executive
and administrative services; stationery and office supplies;
preparation of reports to shareholders of the Portfolio; preparation of
tax returns, reports to and filings with the Securities and Exchange
Commission (the "SEC") and state Blue Sky authorities; calculation of
the net asset value of shares of the Portfolio; maintenance of the
Portfolio's financial accounts and records; and general assistance in
all aspects of the Fund's operations with respect to the Portfolio. In
providing those services, Xxxxx will supervise the Portfolio's
investments generally and conduct a continual program of evaluation of
the Portfolio's assets.
In connection with the performance of its duties under this Agreement,
it is understood that Xxxxx may from time to time employ or associate
with itself such person or persons as Xxxxx may believe to be
particularly fitted to assist it in the performance of this Agreement,
it being understood that the compensation of such person or persons
shall be paid by Xxxxx and that no obligation may be incurred on the
Fund's behalf in any such respect.
3. BROKERAGE
In executing transactions for the Portfolio and selecting brokers or
dealers, Xxxxx will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any
Portfolio transactions, Xxxxx will consider all factors it deems
relevant including, but not limited to, breadth of the market in the
security, 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 an continuing basis.
In selecting brokers or dealers to execute a particular transaction and
in evaluating the best overall terms available, Xxxxx may consider the
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to the Portfolio
and/or other accounts over which Xxxxx or an affiliate exercises
investment discretion.
4. INFORMATION PROVIDED TO THE FUND
Xxxxx will keep the Fund informed of developments materially affecting
the Portfolio, and will, on its own initiative, furnish the Fund from
time to time with whatever information Xxxxx believes is appropriate
for this purpose.
In compliance with the requirements of Rule 31a-3 under the Act, Xxxxx
hereby agrees that all records that it maintains for the Fund in
respect of the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the
Fund's request.
5. STANDARD OF CARE
Xxxxx shall exercise its best judgment in rendering the services listed
in paragraph 2 above. Xxxxx shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Portfolio in
connection with the matters to which this Agreement relates, provided
that nothing herein shall be deemed to protect or purport to protect
Xxxxx against any liability to the Portfolio or to its shareholders to
which Xxxxx 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 Xxxxx'x reckless disregard of
its obligations and duties under this Agreement.
6. COMPENSATION
In consideration of the services rendered pursuant to this Agreement,
the Portfolio will pay Xxxxx on the first business day of each month a
fee for the previous month at the annual rate of 37.5 of 1.00% of the
Portfolio's average daily net assets. The fee for the period from the
date of the Fund's registration statement is declared effective by the
SEC to the end of the month during which its registration statement is
declared effective shall be prorated according to the proportion that
such period bears to the full monthly period. Upon any termination of
this Agreement before the end of a month, the fee for such part of that
month shall be prorated according to the proportion that such period
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees
payable to Xxxxx, the value of the Portfolio's net assets shall be
computed at the times and in the manner specified in the Fund's
Prospectus and Statement of Additional Information as from time to time
in effect.
7. EXPENSES
Xxxxx will bear all expenses in connection with the performance of its
services under this Agreement. The Portfolio will bear certain other
expenses to be incurred in its operation, including: taxes, interest,
brokerage fees and commissions, if any; fees of Trustees of the Fund
who are not officers, directors or employees of Xxxxx or any of its
affiliates; SEC fees and state Blue Sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; charges of any
independent pricing service retained to assist in valuing the assets of
the Portfolio; the Fund's proportionate share of the insurance
premiums; outside auditing and legal expenses; costs of maintenance of
the Fund's existence, costs attributable to shareholder services,
including, without limitation, telephone and personnel expenses; costs
of preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of the
shareholders of the Fund and of the officers or Board of Trustees of
the Fund; and any extraordinary expenses. Fund-wide expenses not
specifically identifiable to the Portfolio or any other portfolio of
the Fund will be allocated to all portfolios pro rata on the basis of
their relative net assets.
8. REIMBURSEMENT TO THE PORTFOLIO
If in any fiscal year the aggregate expenses of the Portfolio
(including fees pursuant to this Agreement, but excluding interest,
taxes, brokerage expenses and distribution expenses and, if permitted
by state securities commissions, extraordinary expenses) exceed the
expense limitation imposed by any state having jurisdiction over the
Portfolio, Xxxxx will reimburse the Portfolio for such excess expense.
Such expense reimbursement, if any, will be estimated, reconciled and
paid on a monthly basis.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The Fund understands that Xxxxx now acts, will continue to act and may
act in the future as investment adviser to fiduciary and other managed
accounts and as investment manager to one or more other investment
companies (including other portfolios of the Fund), and the Fund has no
objection to Xxxxx so acting, provided that whenever the Portfolio and
one or more other accounts or investment companies advised by Xxxxx
have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula
believed to be equitable to each entity. The Fund recognizes that in
some case this procedure may adversely affect the size of the position
obtainable for the Portfolio. In addition, the Fund understands that
the persons employed by Xxxxx to assist in the performance of Xxxxx'x
duties hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the right
of Xxxxx or any affiliate of Xxxxx to engage in and devote time and
attention to other businesses or to render services of whatever kind or
nature.
10. TERM OF AGREEMENT
This Agreement shall continue until March 1, 2008 and thereafter shall
continue automatically for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the Board
of Trustees of the Fund or (ii) a vote of a "majority"(as defined in
the Act) of the Portfolio's outstanding voting securities, provided
that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in
the Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, on sixty (60) days' written
notice, by the Board of Trustees of the Fund or by vote of holders of a
majority of the portfolio's outstanding voting securities, or upon
sixty (60) days' written notice, by Xxxxx. This Agreement will also
terminate automatically in the event of its assignment (as defined in
the Act and the rules thereunder).
11. REPRESENTATION BY THE FUND
The fund represents that a copy of its Agreement and Declaration of
Trust, dated July 14, 1993, together with all amendments thereto, is on
file in the office of the Secretary of the Commonwealth of
Massachusetts.
12. LIMITATION OF LIABILITY
This Agreement has been executed on behalf of the Fund in respect of
the Portfolio by the undersigned officer of the Fund in his capacity as
an officer of the Fund. The obligations of this Agreement shall be
binding on the assets and property of the Portfolio only and shall not
be binding on any other portfolio of the Fund or any Trustee, officer
or shareholder of the Fund individually.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws (except the conflict-of-law rules) of the State of New York.
If the foregoing is in accordance with your understanding, kindly indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
THE XXXXX INSTITUTIONAL FUNDS
By: /s/ XXX XXXXXX
------------------------------------
Authorized Officer
Agreed and Accepted:
XXXX XXXXX MANAGEMENT, INC.
By: /s/ XXXXXXXXX X. XXXX
------------------------------------
Authorized Officer
INVESTMENT MANAGEMENT AGREEMENT
THE XXXXX INSTITUTIONAL FUNDS
XXXXX TECHNOLOGY INSTITUTIONAL XXXX
Xxxxx 0, 0000
Xxxx Xxxxx Management, Inc. 000
Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The Xxxxx Institutional Funds (the "Fund"), an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts, hereby confirms
its agreement with Xxxx Xxxxx Management, Inc. ("Xxxxx") as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
The fund desires to employ the capital of the Xxxxx Technology
Institutional Fund (the "Portfolio") by investing and reinvesting in
investments of the kind and in accordance with the limitations
specified in its Agreement and Declaration of Trust and in its
Prospectus and Statement of Additional Information, as from time to
time in effect, and in such manner and to such extent as may from time
to time be approved by the Board of Trustees of the Fund. Copies of the
Fund's Prospectus, Statement of Additional Information and Agreement
and Declaration of Trust, as each may from time to time be amended,
have been or will be submitted to Xxxxx. The Fund desires to employ and
hereby appoints Xxxxx to act as the investment manager for the
Portfolio. Xxxxx accepts the appointment and agrees to furnish the
services for the compensation set forth below.
2. SERVICES AS INVESTMENT MANAGER
Subject to the supervision and direction of the Board of Trustees of
the Fund, Xxxxx will (a) act in strict conformity with the Fund's
Agreement and Declaration of Trust, the Investment Company Act of 1940
(the "Act") and the Investment Advisers Act of 1940, as the same may
from time to time be amended; (b) manage the Portfolio in accordance
with the Portfolio's investment objective and policies as stated in the
Fund's Prospectus and Statement of Additional Information as from time
to time in effect; (c) make general investment decisions for the
Portfolio involving decisions concerning (i) the specific
types of securities to be held by the Portfolio and the proportion of
the Portfolio's assets that should be allocated to such investments
during particular market cycles and (ii) the specific issuers whose
securities will be purchased or sold by the Portfolio; and (d) supply
office facilities (which may be in Xxxxx'x own offices); statistical
and research data; data processing services; clerical, accounting and
bookkeeping services; internal auditing services; internal executive
and administrative services; stationery and office supplies;
preparation of reports to shareholders of the Portfolio; preparation of
tax returns, reports to and filings with the Securities and Exchange
Commission (the "SEC") and state Blue Sky authorities; calculation of
the net asset value of shares of the Portfolio; maintenance of the
Portfolio's financial accounts and records; and general assistance in
all aspects of the Fund's operations with respect to the Portfolio. In
providing those services, Xxxxx will supervise the Portfolio's
investments generally and conduct a continual program of evaluation of
the Portfolio's assets.
In connection with the performance of its duties under this Agreement,
it is understood that Xxxxx may from time to time employ or associate
with itself such person or persons as Xxxxx may believe to be
particularly fitted to assist it in the performance of this Agreement,
it being understood that the compensation of such person or persons
shall be paid by Xxxxx and that no obligation may be incurred on the
Fund's behalf in any such respect.
3. BROKERAGE
In executing transactions for the Portfolio and selecting brokers or
dealers, Xxxxx will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any
Portfolio transactions, Xxxxx will consider all factors it deems
relevant including, but not limited to, breadth of the market in the
security, 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 an continuing basis.
In selecting brokers or dealers to execute a particular transaction and
in evaluating the best overall terms available, Xxxxx may consider the
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to the Portfolio
and/or other accounts over which Xxxxx or an affiliate exercises
investment discretion.
4. INFORMATION PROVIDED TO THE FUND
Xxxxx will keep the Fund informed of developments materially affecting
the Portfolio, and will, on its own initiative, furnish the Fund from
time to time with whatever information Xxxxx believes is appropriate
for this purpose.
In compliance with the requirements of Rule 31a-3 under the Act, Xxxxx
hereby agrees that all records that it maintains for the Fund in
respect of the Portfolio are the property of the Fund and further
agrees to surrender promptly to the Fund any of such records upon the
Fund's request.
5. STANDARD OF CARE
Xxxxx shall exercise its best judgment in rendering the services listed
in paragraph 2 above. Xxxxx shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Portfolio in
connection with the matters to which this Agreement relates, provided
that nothing herein shall be deemed to protect or purport to protect
Xxxxx against any liability to the Portfolio or to its shareholders to
which Xxxxx 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 Xxxxx'x reckless disregard of
its obligations and duties under this Agreement.
6. COMPENSATION
In consideration of the services rendered pursuant to this Agreement,
the Portfolio will pay Xxxxx on the first business day of each month a
fee for the previous month at the annual rate of .85 of 1.00% of the
Portfolio's average daily net assets. The fee for the period from the
date of the Fund's registration statement is declared effective by the
SEC to the end of the month during which its registration statement is
declared effective shall be prorated according to the proportion that
such period bears to the full monthly period. Upon any termination of
this Agreement before the end of a month, the fee for such part of that
month shall be prorated according to the proportion that such period
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees
payable to Xxxxx, the value of the Portfolio's net assets shall be
computed at the times and in the manner specified in the Fund's
Prospectus and Statement of Additional Information as from time to time
in effect.
7. EXPENSES
Xxxxx will bear all expenses in connection with the performance of its
services under this Agreement. The Portfolio will bear certain other
expenses to be incurred in its operation, including: taxes, interest,
brokerage fees and commissions, if any; fees of Trustees of the Fund
who are not officers, directors or employees of Xxxxx or any of its
affiliates; SEC fees and state Blue Sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; charges of any
independent pricing service retained to assist in valuing the assets of
the Portfolio; the Fund's proportionate share of the insurance
premiums; outside auditing and legal expenses; costs of maintenance of
the Fund's existence, costs attributable to shareholder services,
including, without limitation, telephone and personnel expenses; costs
of preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of the
shareholders of the Fund and of the officers or Board of Trustees of
the Fund; and any extraordinary expenses. Fund-wide expenses not
specifically identifiable to the Portfolio or any other portfolio of
the Fund will be allocated to all portfolios pro rata on the basis of
their relative net assets.
8. REIMBURSEMENT TO THE PORTFOLIO
If in any fiscal year the aggregate expenses of the Portfolio
(including fees pursuant to this Agreement, but excluding interest,
taxes, brokerage expenses and distribution expenses and, if permitted
by state securities commissions, extraordinary expenses) exceed the
expense limitation imposed by any state having jurisdiction over the
Portfolio, Xxxxx will reimburse the Portfolio for such excess expense.
Such expense reimbursement, if any, will be estimated, reconciled and
paid on a monthly basis.
9. SERVICES TO OTHER COMPANIES OR ACCOUNTS
The Fund understands that Xxxxx now acts, will continue to act and may
act in the future as investment adviser to fiduciary and other managed
accounts and as investment manager to one or more other investment
companies (including other portfolios of the Fund), and the Fund has no
objection to Xxxxx so acting, provided that whenever the Portfolio and
one or more other accounts or investment companies advised by Xxxxx
have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula
believed to be equitable to each entity. The Fund recognizes that in
some case this procedure may adversely affect the size of the position
obtainable for the Portfolio. In addition, the Fund understands that
the persons employed by Xxxxx to assist in the performance of Xxxxx'x
duties hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict the right
of Xxxxx or any affiliate of Xxxxx to engage in and devote time and
attention to other businesses or to render services of whatever kind or
nature.
10. TERM OF AGREEMENT
This Agreement shall continue until March 1, 2008 and thereafter shall
continue automatically for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the Board
of Trustees of the Fund or (ii) a vote of a "majority"(as defined in
the Act) of the Portfolio's outstanding voting securities, provided
that in either event the continuance is also approved by a majority of
the Board of Trustees who are not "interested persons" (as defined in
the Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, on sixty (60) days' written
notice, by the Board of Trustees of the Fund or by vote of holders of a
majority of the portfolio's outstanding voting securities, or upon
sixty (60) days' written notice, by Xxxxx. This Agreement will also
terminate automatically in the event of its assignment (as defined in
the Act and the rules thereunder).
11. REPRESENTATION BY THE FUND
The fund represents that a copy of its Agreement and Declaration of
Trust, dated July 14, 1993, together with all amendments thereto, is on
file in the office of the Secretary of the Commonwealth of
Massachusetts.
12. LIMITATION OF LIABILITY
This Agreement has been executed on behalf of the Fund in respect of
the Portfolio by the undersigned officer of the Fund in his capacity as
an officer of the Fund. The obligations of this Agreement shall be
binding on the assets and property of the Portfolio only and shall not
be binding on any other portfolio of the Fund or any Trustee, officer
or shareholder of the Fund individually.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws (except the conflict-of-law rules) of the State of New York.
If the foregoing is in accordance with your understanding, kindly indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
THE XXXXX INSTITUTIONAL FUNDS
By: /s/ XXX XXXXXX
---------------------------------
Authorized Officer
Agreed and Accepted:
XXXX XXXXX MANAGEMENT, INC.
By: /s/ XXXXXXXXX X. XXXX
---------------------------------
Authorized Officer
