INVESTMENT ADVISORY AGREEMENT
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AGREEMENT made as of the 15th day of January, 1986 at
Milwaukee, Wisconsin, by and between XXXXXXXX INCOME FUND, INC.,
a Maryland corporation (the "Fund"), and XXXXXXXX COMPANY, INC.,
a Wisconsin corporation (the "Adviser"):
WITNESSETH:
1. The Fund hereby employs the Adviser to act as
investment adviser for and to manage the investment and
reinvestment of the assets of the Fund and to administer its
affairs, to the extent requested by and subject to the
supervision of the Board of Directors of the Fund, for the period
and on the terms set forth in this Agreement.
The Adviser hereby accepts such employment and agrees during
such period, at its own expense, to render the services and to
assume the obligations herein set forth, for the compensation
herein provided. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise to be
deemed an agent for the Fund.
2. The Adviser, at its own expense, shall furnish to the
Fund suitable office space in its own offices or in such other
place as may be agreed upon from time to time, and all necessary
office facilities and equipment for managing the affairs and
investments of the Fund. The Adviser shall pay all salaries of
officers and fees of directors of the Fund who are interested
persons of the Adviser. The Fund will not charge any sales load
or commission in connection with the sale of Fund shares and the
Adviser shall bear all sales and promotional expenses of the
Fund, other than expenses incurred in complying with laws
regulating the issue or sale of securities.
3. The Fund will pay all of its operating expenses,
including but not limited to the charges and expenses of any
custodians appointed by the Fund for the safekeeping of its
securities and/or other property and for keeping its books of
accounts and other charges and expenses of independent auditors,
of legal counsel, and of any transfer and dividend disbursing
agents and registrars of the Fund, cost of stock certificates and
of corporate reports, notices of meeting, proxy solicitations,
membership dues in the Investment Company Institute, fees and
salaries of the officers and directors who are not interested
persons of the Adviser, costs of personnel to perform clerical,
accounting, and other office services for the Fund, registration
fees payable to any government or governmental body or agency
(including those incurred on account of the registration or
qualification under federal or state laws, of securities issued
by the Fund), cost of registration statements, cost of
prospectuses, postage and other like miscellaneous expenses.
4. All taxes, brokerage commissions, interest and other
similar expenses shall be paid by the Fund.
5. For the services to be rendered and the charges and
expenses assumed to be paid as provided in paragraph 2 hereof,
the Fund shall pay to the Adviser as annual compensation the sum
of 1/2 of 1% of the average net assets of the Fund, except that
on average net assets in excess of $50,000,000 the annual rate of
compensation shall be reduced as follows:
Assets Rate
------ ----
$50,000,000 to $100,000,000 4/10 of 1%
$100,000,000 and over 3/10 of 1%
In the event that the expense the Fund is required to pay by
the terms of paragraph 3 hereof shall exceed in any year 1/2 of
1% of the average net assets of the Fund for that year, the
Adviser covenants and agrees to reimburse the Fund for the amount
of the excess of such expenses over 1/2 of 1% of the average net
assets. Any required reimbursement will be made on a monthly
basis as a reduction of the management fee payable to the Adviser
for the month.
The average net assets of the Fund for the purposes of this
paragraph shall be the average of the closing valuations of the
total net assets of each business day of the year, computed on
the same basis as provided for the determination of net asset
value for the sale and repurchase of the Fund's own stock.
The compensation shall be paid monthly. In case of
termination of this Agreement otherwise than at the end of a
month, such compensation for the current month shall be
apportioned and the part thereof allocable to the part of such
month then expired shall be payable to the Adviser upon such
termination.
6. No order, direction, approval, contract or obligation
on behalf of the Fund with or affecting the Adviser shall be
deemed binding unless made in writing and signed on behalf of the
Fund by an officer or officers of the Fund authorized by the
Board of Directors.
7. It is understood that the directors, officers, agents
and stockholders of the Fund are or may be interested in the
Adviser as officers, directors, agents, stockholders or
otherwise, and that the directors, officers, agents and
stockholders of the Adviser are or may be interested in the Fund
as directors, officers, agents, stockholders or otherwise, and
that the Adviser is or may be interested in the Fund as a
stockholder for investment purposes.
8. The Adviser agrees that it will not take any long or
short positions in the shares of the Fund and that so far as it
can control the situation, it will prevent any officer, director,
agent or stockholder of the Adviser from taking any long or short
position in the shares of the Fund; provided, however, that it
shall be permissible for the Adviser, for any officer, director,
agent or stockholder of the Adviser to purchase and own stock of
the Fund for investment purposes.
9. This Agreement shall, in the event of assignment as
defined in the Investment Company Act of 1940, as amended,
automatically terminate.
10. This Agreement shall continue in force until terminated
as provided in this Agreement, except that this Agreement shall
continue in effect after the expiration of two years from the
date of its execution only so long as such continuance is
specifically approved at least annually (a) by the Board of
Directors or by the vote of a majority of the outstanding voting
securities of the Fund, and (b) by a vote of a majority of
directors of the Fund who are not parties to such contract or
agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
11. This Agreement may be terminated at any time, without
payment of any penalty, either by a majority of the Board of
Directors of the Fund or by a vote of the majority of the
outstanding voting securities of the Fund or by the Adviser on
sixty (60) days notice in writing to the other party.
12. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment shall be
approved in advance by the vote of a majority of the outstanding
voting securities of the Fund. If at any time during the
existence of this Agreement the Fund deems it necessary or
advisable in the best interests of the Fund that any amendment of
this Agreement be made in order to comply with the
recommendations or requirements of the Securities and Exchange
Commission or state regulatory bodies or other governmental
authority, or to obtain any advantage under state or federal tax
laws, the Fund shall notify the Adviser of the form of amendment
which it deems necessary or advisable and the reasons therefor,
and if the Adviser declines to assent to such amendment, the Fund
may terminate this Agreement forthwith.
13. Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed postpaid to the other party at
any place of business of such party.
14. This Agreement shall be in force and effect from
January 15, 1986, or from such subsequent date as the parties may
mutually agree upon.
15. The Adviser agrees while this Agreement is in force and
effect, that it will not accept employment as investment adviser
for or administer the affairs of any other investment objective
and policy. Nothing in this Agreement shall limit or prevent the
Adviser from acting as investment adviser or from administering
the affairs or other investment companies that are growth funds,
growth income funds, balanced funds, or special funds as
presently categorized in the mutual fund investment field.
XXXXXXXX INCOME FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
XXXXXXXX COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
