INVESTMENT MANAGEMENT AGREEMENT
Exhibit (d.24)
THIS INVESTMENT MANAGEMENT AGREEMENT is made as of _________, 20__, between THE XXXXXX & RYGEL
INVESTMENT GROUP, a Massachusetts business trust (herein called the “Trust”), and XXXXXXX-XXXXXX,
LLC, a Delaware limited liability company (“M/P”).
WHEREAS, the Trust is registered as an open-end, management investment company under the
Investment Company Act of 1940, as-amended (the “1940 Act”); and
WHEREAS, the Trust desires to retain M/P to furnish investment advisory services to the Trust
and M/P is willing to so furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
parties hereto agree as follows:
1. Appointment. The Trust hereby appoints M/P to act as investment adviser to each series of
shares of beneficial interest of the Trust identified on Exhibit A hereto, as such Exhibit may from
time to time be amended by the parties (each a “Fund”), for the period and on the terms set forth
in this Agreement. M/P accepts such appointment and agrees to furnish the services herein set forth
for the compensation herein provided.
2. Management. Subject to the supervision of the Trust’s Board of Trustees, M/P shall provide
a continuous investment program for each Fund, including, investment research and management with
respect to all securities and investments and cash equivalents in such Fund.
(a) M/P shall determine from time to time what securities and other investments will be
purchased, retained or sold by the Trust with respect to each Fund. M/P shall comply with the
investment objectives, policies and restrictions as stated in the Trust’s Registration Statement
with respect to each Fund, as from time to time amended, and resolutions of the Trust’s Board of
Trustees. M/P shall comply with the 1940 Act, the Securities Act of 1933 and all applicable Rules
and Regulations of the Securities and Exchange Commission, and shall conduct its activities
pursuant to this Agreement in accordance with all other applicable laws and regulations.
(b) On occasions when M/P deems the purchase or sale of a security to be in the best interest
of a Fund as well as other clients of M/P, then M/P, to the extent permitted by applicable laws and
regulations, may (but shall be under no obligation to) aggregate the securities to be sold or
purchased in order to obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, shall be made by M/P in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
(c) M/P shall authorize and permit any of its directors, officers and employees who may be
elected as trustees or officers of the Trust to serve in the capacities in which they are elected.
3. Services Not Exclusive. M/P shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or authorized by the Board of
Trustees from time to time, have no authority to act for or represent the Trust in any way or
otherwise be deemed its agent. The investment management services furnished by M/P hereunder are
not deemed exclusive, and M/P shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby.
4. Reports, Books and Records. M/P shall render to the Board of Trustees of the Trust such
periodic and other reports as the Board may from time to time reasonably request. In compliance
with the requirements of Rule 31a-3 under the 1940 Act, M/P hereby agrees that all records which it
maintains for the Trust are the property of the Trust. M/P shall surrender promptly to the Trust
any of such records upon the Trust’s request, and shall preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
5. Expenses.
(a) During the term of this Agreement, M/P shall pay the following expenses: (i) the salaries
and expenses of all personnel of M/P who perform services for the Trust, and (ii) all expenses
incurred by M/P or by the Funds in connection with managing the ordinary course of the Funds’
business other than those to be paid by the Funds as set forth herein.
(b) During the term of this Agreement, the Trust shall pay the following expenses: (i) the
fees and expenses incurred by each Fund in connection with the management of the investment and
reinvestment of the Fund’s assets; (ii) the fees and expenses of trustees who are not affiliated
persons of M/P; (iii) the fees and expenses of the Trust’s Custodian, Transfer Agent, Fund
Accounting Agent and Administrator; (iv) the charges and expenses of legal counsel and independent
accountants for the Trust; (v) brokers’ commissions and any issue or transfer taxes chargeable to
the Fund in connection with its securities and futures transactions; (vi) all taxes and corporate
fees payable by a Fund to federal, state or other governmental agencies; (vii) the fees of any
trade associations of which the Trust may be a member; (viii) the cost of fidelity, trustees and
officers and errors and omission insurance; (ix) the fees and expenses involved in registering and
maintaining registration of each Fund and of its shares with the SEC, registering the Trust as a
broker or dealer and qualifying shares of each Fund under state securities laws, including the
preparation and printing of the Trust’s registration statements, prospectuses and statements of
additional information for filing under federal and state securities laws for such purposes; (x)
allocable communications expenses with respect to investor services and all expenses of
shareholders’ and trustees’ meetings and of preparing, printing and mailing reports to shareholders
in the amount necessary for distribution to the shareholders; (xi) litigation and indemnification
expenses and other extraordinary
expenses not incurred in the ordinary course of the Trust’s business, and (xii) any expenses
assumed by the Trust pursuant to a plan of distribution adopted in conformity with Rule 12b-1 under
the 1940 Act.
6. Compensation.
(a) For the services provided by M/P pursuant to this Agreement, the Trust shall pay M/P a
fee, computed daily and paid monthly (in arrears), at the annual rate set forth in Exhibit A.
(b) If in any fiscal year the aggregate operating expenses of any Fund (as hereafter defined)
exceed the applicable percentage of the average daily net assets of the Fund set forth in Exhibit A
for such fiscal year, M/P shall reimburse such Fund for such excess operating expenses. Such
operating expense reimbursement, if any, shall be estimated, reconciled and paid on a monthly
basis. Any such reimbursement of a Fund shall be repaid to M/P by such Fund, without interest, at
such later time or times as it may be repaid without causing the aggregate operating expenses of
such Fund to exceed the applicable percentage of the average daily net assets of the Fund for the
period in which it is repaid; provided, however, that upon termination of this Agreement with
respect to any Fund, such Fund shall have no further obligation to repay any such reimbursements.
As used in this paragraph, the term “operating expenses” of a Fund for a fiscal year shall mean all
expenses of the Fund for such year other than interest, taxes, acquired fund fees and expenses,
brokerage commissions (including related SEC fees), blue-sky fees, 12b-1 plan fees and
extraordinary expenses.
(c) Each Fund shall also continue to repay to M/P any amount reimbursed by M/P to the
corresponding series of The Xxxxxxx/Xxxxxx Investment Group (the “M/P Trust”) for operating
expenses in excess of the applicable operating expense limitation with respect to such series as
set forth in that certain Investment Management Agreement between the M/P Trust and M/P dated as of
June 21, 2002, as amended from time to time, without interest, at such later time or times as it
may be repaid without causing the aggregate operating expenses of such Fund to exceed the
applicable percentage of the average daily net assets of the Fund for the period in which it is
repaid.
7. Limitation of Liability. M/P shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the performance of this Agreement,
except a loss resulting from a breach of M/P’s fiduciary duty with respect to the receipt of
compensation for services (in which event any award of damages shall be limited to the period and
amount set forth in Section 36(b)(3) of the 0000 Xxx) or loss resulting from M/P’s willful
misfeasance, bad faith or gross negligence in the performance of its duties or from reckless
disregard by M/P of its obligations and duties under this Agreement.
The Trust shall indemnify M/P and hold it harmless from and against all damages, liabilities,
costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement)
incurred by M/P in or by reason of any pending, threatened
or completed action, suit, investigation or other proceeding (including an action or suit by
or in the right of a Fund or its security holders) arising out of or otherwise based upon any
action actually or allegedly taken or omitted to be taken by M/P in connection with the performance
of any of its duties or obligations under this Agreement or otherwise as an investment adviser of
the Trust. Determination of whether and the extent to which the M/P is entitled to indemnification
hereunder shall be made by (a) a final decision on the merits by a court or to her body before whom
the action, suit or other proceeding was brought that M/P was or was not liable by reason of
willful misfeasance, bad faith, gross negligence, reckless disregard of its duties or breach of its
fiduciary duty or (b) in the absence of such a decision, a reasonable determination, based upon a
review of the facts, that M/P was or was not liable by reason of such misconduct by (i) the vote of
a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the
Trust (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the action, suit or other
proceeding or (ii) an independent legal counsel in a written opinion.
8. Duration and Termination. This Agreement shall become effective with respect to the initial
Fund on the date hereof, and with respect to any additional Funds on the date of the amendment to
Exhibit A adding such Fund hereto, provided that this Agreement (as supplemented by the terms
specified in Exhibit A hereto with respect to such Fund) shall have been approved by the
shareholders of such Fund in accordance with the requirements of the 1940 Act, and unless sooner
terminated as provided herein, shall continue in effect with respect to each Fund for an initial
term of two years. Thereafter, if not terminated, this Agreement shall continue in effect as to a
particular Fund for successive periods of twelve months each, provided such continuance is
specifically approved at least annually (a) by the vote of a majority of those members of the
Trust’s Board of Trustees who are not interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b) by the Trust’s Board
of Trustees or by vote of a majority of the outstanding voting securities of such Fund.
Notwithstanding the foregoing, this Agreement may be terminated as to any Fund at any time,
without the payment of any penalty, by the Trust (by vote of the Trust’s Board of Trustees or by
vote of a majority of the outstanding voting securities of such Fund), or by M/P, on sixty days’
written notice. This Agreement shall immediately terminate in the event of its assignment.
9. Representations and Warranties. M/P represents and warrants to the Trust that M/P is
registered as an investment adviser under the Investment Advisers Act of 1940. The Trust represents
and warrants to M/P that it is registered as an open-end management investment company under the
1940 Act. Each party further represents and warrants to the other that this Agreement has been duly
authorized by such party and constitutes the legal, valid and binding obligation of such party in
accordance with its terms.
10. Amendment of this Agreement. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or termination is
sought. No amendment of this Agreement shall be effective as to a particular Fund until
approved by vote of a majority of the outstanding securities of such Fund; provided, however, that
this Agreement may be amended without the vote of the shareholders of any Fund to supply any
omission, to cure, correct or supplement any ambiguous, defective or inconsistent provisions
hereof, or if the parties deem such amendment necessary to conform this Agreement to the
requirements of applicable federal laws or regulations (but neither the Trust nor M/P shall be
liable for failing to do so).
11. Obligations of the Trust. M/P acknowledges that the Master Trust Agreement, dated January
22, 1992, as amended, is on file with the Secretary of State of the Commonwealth of Massachusetts,
and that the obligations of the Trust under this Agreement are not binding on any officers,
trustees or shareholders of the Trust individually but are binding only upon the assets and
properties of the various Funds.
12. Notices. Notices of any kind to be given to M/P hereunder by the Trust shall be in writing
and shall be duly given if mailed or delivered to M/P at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, Attention: President, or at such other address or to such individual as
shall be so specified by M/P to the Trust. Notices of any kind to be given to the Trust hereunder
by M/P shall be in writing and shall be duly given if mailed or delivered to the Trust at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention: President; or at such other
address or to such individual as shall be so specified by the Trust to M/P.
13. Miscellaneous. The captions in this Agreement are included for convenience of reference
only and in no way limit any of the provisions hereof or otherwise affect their construction or
effect. If any provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Massachusetts law (without regard to principles of
conflicts of law); provided, however, that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940 or any rule or regulation of
the Securities and Exchange Commission thereunder. As used in this Agreement, the terms “majority
of the outstanding voting securities,” “interested persons” and “assignment” shall have the same
meaning as the meaning of such terms in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first above written.
THE XXXXXX & RYGEL INVESTMENT GROUP
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Exhibit A
Xxxxxxx/Xxxxxx European Emerging Markets Fund
Annual Advisory Fee (as a percentage of average daily net assets) – 0.75%.
Operating Expense Limitation (as a percentage of average daily net assets) 1.50%
