XXXXX, XXXXXX ADVISERS, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, X.X. 10105
September 18, 1991
Xxxxx Xxxxxx, Xxxxxx Xxxxx & Co. Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, X.X. 10019
Dear Sirs:
We have entered into an Agreement with Xxxxx Xxxxxx World Funds, Inc., a
Maryland corporation (the "Fund"), pursuant to which we are to act as
investment adviser to the Fund. We hereby agree with you as follows:
1. You agree for the duration of this agreement that your Research
Department will furnish us with all such factual information and investment
recommendations, the same kind as such Research Department from time to time
provides to your investment account managers, as we shall reasonably request.
We shall expect of you, and you shall give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you shall not be liable
under this paragraph for any mistake of judgment or in any event whatsoever,
except for lack of good faith.
2. In consideration of your agreements set forth in paragraph 1 above,
we agree to pay you on the basis of direct and indirect costs to you of
performing such agreements. Indirect costs shall be allocated on a basis
mutually satisfactory to you and us.
3. As used in this agreement, the terms "assignment" and "majority of
the outstanding voting securities" shall have the meanings given to them by
Sections 2(a)(4) and 2(a)(40), respectively, of the Investment Company Act of
1940 as amended.
This agreement shall terminate automatically in the event of its
assignment, or upon termination of the above-mentioned agreement between the
Fund and the undersigned.
This agreement may be terminated at any time, without the payment of any
penalty, (a) by the Board of Directors of the Fund or by vote of a majority of
the outstanding voting securities of the Fund or by the undersigned on sixty
days' written notice addressed to you at your principal place of business; and
(b) by you, without payment of any penalty, on sixty days' written notice
addressed to the Fund and the undersigned at the Fund's principal place of
business.
This agreement shall be submitted for approval at the first annual
meeting of shareholders of the Fund and if then approved, to the Board of
Directors of the Fund annually thereafter. This agreement shall continue in
effect only so long as its continuance is specifically approved annually as
required by the Investment Company Act of 1940, as amended.
4. Anything in this agreement to the contrary notwithstanding, we agree
that we shall use the name "Xxxxx Xxxxxx" and your "Xxxxx Xxxxxx" design only
for so long as we are your wholly-owned subsidiary and that in any event you
may withdraw this permission upon 30 days' written notice and require us to
cease any particular use of the name upon 30 days' written notice.
5. This agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
XXXXX, XXXXXX ADVISERS, INC.
By
President
The foregoing agreement is hereby
accepted as of the date first above written.
XXXXX XXXXXX, XXXXXX XXXXX & CO. INCORPORATED
By
