Exhibit 99B.5
INVESTMENT ADVISORY AGREEMENT
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This Agreement made this 26th day of April, 1995, by and between Xxxxxxx
Relationship Funds, a Delaware Business Trust (the "Trust") and Xxxxxxx
Partners, Inc., a Delaware corporation (the "Adviser").
W I T N E S S E T H:
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WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Trust is authorized to issue separate series of shares
representing interests in separate investment portfolios (each referred to as a
"Portfolio" and collectively referred to as the "Portfolios"), which Portfolios
are identified on Schedule A attached hereto, and which Schedule A may be
amended from time to time by mutual agreement of the Trust and the Adviser; and
WHEREAS, the Trust and the Adviser desire to enter into an agreement
pursuant to which the Adviser will provide investment advisory services for each
of the Portfolios of the Trust that are from time to time set forth on Schedule
A hereto, on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Duties of Adviser. The Trust hereby appoints the Adviser to act as
investment adviser to the Portfolios for the period and on such terms set forth
in this Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolios, to continuously review, supervise
and administer the investment program of the Portfolios, to determine in its
discretion the assets to be held uninvested, to provide the Trust with records
concerning the Adviser's activities which the Trust is required to maintain, and
to render regular reports to the Trust's officers and Board of Trustees
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Trustees of the Trust, and in compliance with the
objectives, policies and limitations set forth in the Trust's prospectuses and
statement of additional information. The Adviser accepts such employment and
agrees to render the services and to provide, at its own expense, the office
space, furnishings, equipment and the personnel required by it to perform the
services on the terms provided herein. With respect to foreign securities, at
its own expense, the Adviser may obtain statistical and other factual
information and advice regarding the economic factors and trends from its
foreign subsidiaries, but it may not
generally receive advice or recommendations regarding the purchase or sale of
securities from such subsidiaries.
2. Portfolio Transactions. The Adviser shall provide the Portfolios with
a trading department and with respect to foreign securities, the Adviser is
authorized to utilize the trading department of its foreign subsidiaries. The
Adviser shall select, and with respect to its foreign subsidiaries, shall
monitor the selection of, the brokers or dealers that will execute the purchases
and sales of securities for the Portfolios and is directed to use its best
efforts to ensure that the best available price and most favorable execution of
securities transactions for the Portfolios are obtained. Subject to policies
established by the Board of Trustees of the Trust and communicated to the
Adviser, it is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or in respect of
any Portfolio, or be in breach of any obligation owing to the Trust or in
respect of any Portfolio under this Agreement, or otherwise, solely by reason of
its having caused any Portfolio to pay a member of a securities exchange, a
broker or a dealer a commission for effecting a securities transaction for any
Portfolio in excess of the amount of commission another member of an exchange,
broker or dealer would have charged if the Adviser determines in good faith that
the commission paid was reasonable in relation to the brokerage or research
services provided by such member, broker or dealer, viewed in terms of that
particular transaction or the Adviser's overall responsibilities with respect to
the accounts, including the Portfolios, as to which it exercises investment
discretion. The Adviser will promptly communicate to the officers and Trustees
of the Trust such information relating to Portfolio transactions as they may
reasonably request.
3. Compensation of the Adviser. The Adviser shall not receive a fee from
the Trust or its Portfolios for the services to be rendered by the Adviser.
4. Reports. The Portfolios and the Adviser agree to furnish to each other
such information regarding their operations with regard to their affairs as each
may reasonably request.
5. Status of Adviser. The services of the Adviser to the Portfolios are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Portfolios are not impaired
thereby.
6. Liability of Adviser. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Portfolios, or to any shareholder of the Portfolios, for any
error of judgment, mistake of law or any other act or omission in the course of,
or connected with, rendering services hereunder including, without limitation,
for any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Portfolios.
7. Duration and Termination. This Agreement shall become effective April
28, 1995, provided that first it is approved by the Board of Trustees of the
Trust, including a majority of those Trustees who are not parties to this
Agreement or interested persons of any party hereto,
in the manner provided in section 15(c) of the Investment Company Act, and by
the holders of a majority of the outstanding voting securities of the
Portfolios; and shall continue in effect until April 28, 1997. Thereafter,
this Agreement may continue in effect only if such continuance is approved at
least annually by, (i) the Trust's Board of Trustees or, (ii) by the vote of a
majority of the outstanding voting securities of the Portfolios; and in either
event by a vote of a majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party in the manner provided
in section 15(c) of the Investment Company Act. This Agreement may be
terminated by the Trust at any time, without the payment of any penalty, by the
Board of Trustees of the Trust or by vote of the holders of a majority of the
outstanding voting securities of the Portfolios on 60 days written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 60 days written notice to the Trust. This
Agreement will automatically terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at the principal office of such party.
As used in this Section 7, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the Investment Company Act and Rule 18f-2 thereunder.
8. Name of Adviser. The parties agree that the Adviser has a proprietary
interest in the name "Xxxxxxx," and the Trust agrees to promptly take such
action as may be necessary to delete from its legal name and/or the name of the
Portfolios any reference to the name of the Adviser promptly after receipt from
the Adviser of a written request therefor.
9. Severability. If any provisions 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 26th day of April, 1995.
Attest: XXXXXXX RELATIONSHIP FUNDS
By:/s/ Xxxxx X. Xxxxxxx By:/s/ E. Xxxxxx Xx Xxxxxx
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Xxxxx X. Xxxxxxx, Assistant Secretary E. Xxxxxx XxXxxxxx, President
Attest: XXXXXXX PARTNERS, INC.
By:/s/ Xxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxx, Assistant Secretary Xxxxxx X. Xxxxxxxx, Vice President
SCHEDULE A
Portfolios of Xxxxxxx Relationship Funds
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Xxxxxxx Global Securities Fund
Brinson Short-Term Fund
Xxxxxxx Post-Venture Fund
Xxxxxx High Yield Fund
Xxxxxxx Emerging Markets Equity Fund
Xxxxxxx Emerging Markets Debt Fund
