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Exhibit 5(a)-11
INVESTMENT ADVISORY AGREEMENT
February 3, 1992
Great Western Financial
Advisors Corporation
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
XX Xxxxxx Trust Funds (the "Company"), an unincorporated business trust
organized under the laws of the Commonwealth of Massachusetts, hereby agrees
with Great Western Financial Advisors Corporation ("GW Advisors"), a corporation
organized under the laws of the State of California, as follows:
1. Investment Description; Appointment
The Company desires to employ the capital of XX Xxxxx Term Global
Government Fund (the "Fund") by investing and reinvesting in investments of the
kind and in accordance with the limitations specified in its Master Trust
Agreement, as amended, and in its Prospectus and Statement of Additional
Information relating to the Fund 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 Company. Copies of the Fund's Prospectus and Statement of
Additional Information and the Company's Master Trust Agreement, as amended (the
"Master Trust Agreement"), have been or will be submitted to GW Advisors. The
Company agrees to provide copies of all amendments to the Fund's Prospectus and
Statement of Additional Information and the Company's Master Trust Agreement to
GW Advisors on an on-going basis. The Company desires to employ and hereby
appoints GW Advisors to act as investment advisor to the Fund. GW Advisors
accepts the appointment and agrees to furnish the services described herein for
the compensation set forth below.
2. Services as Investment Advisor
Subject to the supervision and direction of the Board of Trustees of
the Company, GW Advisors has general oversight responsibility for the investment
advisory services provided to the Fund and will exercise this responsibility in
accordance with the Company's Master Trust Agreement, the Investment Company Act
of 1940 and the Investment Advisers Act of 1940, as the same may
from time to time be amended, and with the Fund's
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investment objective(s) and policies as stated in the Fund's Prospectus and
Statement of Additional Information relating to the Fund as from time to time in
effect. In connection therewith, GW Advisors will, among other things, (a)
participate in the formulation of the Fund's investment policies, (b) analyze
economic trends affecting the Fund, (c) monitor the expenses incurred by the
Fund, (d) monitor the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Act of 1934) that are provided to the
Fund and may be considered by the Fund's investment sub-advisor in selecting
brokers or dealers to execute particular transactions and (e) monitor and
evaluate the services provided by the Fund's investment sub-advisor under its
investment sub-advisory agreement, including, without limitation, the
sub-advisor's adherence to the Fund's investment objective(s) and policies and
the Fund's investment performance.
3. Information Provided to the Company
GW Advisors will keep the Company informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Company from
time to time with whatever information GW Advisors believes is appropriate for
this purpose.
4. Standard of Care
GW Advisors shall exercise its best judgment in rendering the services
described in paragraph 2 above. GW Advisors shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except (a) a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the period and
the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940,
as amended) or (b) a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement (each such
breach, act or omission described in (a) or (b) shall be referred to as
"Disqualifying Conduct").
5. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Company will pay GW Advisors on the first business day of each month a fee
for the previous month at the annual rate of .75% of the Fund's average net
assets up to $500 million and .65% of the Fund's average net assets exceeding
$500 million, out of which fee GW Advisors shall pay to the sub-investment
advisor of the Fund (the "Sub-Advisor") the fee
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required under the Investment Sub-Advisory Agreement relating to the Fund among
the Company, GW Advisors and the Sub-Advisor. 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 GW Advisors, the value
of the Fund's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus or Statement of Additional Information
relating to the Fund as from time to time in effect.
6. Expenses
GW Advisors will bear all expenses in connection with the performance
of its services under this Agreement, including, without limitation, payment of
the sub-advisory fee to the Sub-Advisor. The Company will bear certain other
expenses to be incurred in its operation, including but not limited to:
organizational expenses; taxes, interest, brokerage fees and commissions, if
any; fees of trustees of the Company who are not officers, directors, or
employees of GW Advisors, the Company's sub-investment advisors, the Fund's
sub-administrator or any of their affiliates; Securities and Exchange Commission
fees and state Blue Sky qualification fees; out-of-pocket expenses of
custodians, transfer and dividend disbursing agents and the Company's
sub-administrator and transaction charges of custodians; insurance premiums;
outside auditing and legal expenses; costs of maintenance of the Company's
existence; costs attributable to investor 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 Company and of the officers or Board of
Trustees of the Company; and any extraordinary expenses. In addition, the Fund
pays a distribution fee pursuant to the terms of a Distribution Plan, as amended
(the "Distribution Plan") adopted pursuant to Rule 12b-1 of the Investment
Company Act of 1940, as amended.
7. Reimbursement to the Company
If in any fiscal year of the Fund the aggregate expenses of the Fund
(including fees pursuant to this Agreement, the sub-advisory agreement with the
Sub-Advisor and the Fund's
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administration and sub-administration agreements, but excluding interest, taxes,
brokerage, distribution fees relating to the Fund paid pursuant to the Company's
Distribution Plan and, if permitted by the relevant state securities
commissions, extraordinary expenses) exceed the expense limitations of any state
having jurisdiction over the Fund, GW Advisors will reimburse the Fund for the
excess expense to the extent required by state law. A fee reduction pursuant to
this paragraph 7, if any, will be estimated and reconciled monthly. GW Advisors
shall not be required to reimburse any amount in excess of the advisory fee paid
to it pursuant to this Agreement.
8. Services to Other Companies or Accounts
The Company understands that GW Advisors now acts as investment adviser
to the other investment funds of the Company, and may act in the future as
investment adviser to fiduciary and other managed accounts and as investment
adviser to one or more other investment companies or series of investment
companies, and the Company has no objection to GW Advisors so acting. The
Company understands that the persons employed by GW Advisors to assist in the
performance of GW Advisors' 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 GW Advisors or any affiliate of GW Advisors to engage in and devote
time and attention to other businesses or to render services of whatever kind or
nature.
9. Term of Agreement
This Agreement shall become effective as of the date the Fund commences
its investment operations and shall continue for an initial two-year term and
shall continue thereafter so long as such continuance is specifically approved
at least annually by (i) the Board of Trustees of the Company or (ii) a vote of
a "majority" (as defined in the Investment Company Act of 1940, as amended) of
the Fund'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 said 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 60 days' written
notice, by the Board of Trustees of the Company or by vote of holders of a
majority of the Fund's shares, or upon 90 days' written notice, by GW Advisors.
This Agreement will also terminate automatically in the event of its assignment
(as defined in said Act). GW Advisors agrees to notify the Company of any
circumstances that might result in this Agreement being deemed to be assigned.
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10. Representations of the Company and GW Advisors
The Company represents that (i) a copy of its Master Trust Agreement,
dated February 22, 1989, together with all amendments thereto, is on file in the
office of the Secretary of the Commonwealth of Massachusetts, (ii) the
appointment of GW Advisors has been duly authorized and (iii) it has acted and
will continue to act in conformity with the requirements of the Investment
Company Act of 1940, as amended, and other applicable laws.
GW Advisors represents that it is authorized to perform the services
described herein.
11. Indemnification
The Company shall indemnify and hold harmless GW Advisors from and
against any and all claims, losses, liabilities or damages (including reasonable
attorneys' fees and other related expenses), howsoever arising from or in
connection with this Agreement or the performance by GW Advisors of its duties
hereunder; provided, however, that nothing contained herein shall require that
GW Advisors be indemnified for Disqualifying Conduct.
12. Limitation of Liability
This Agreement has been executed on behalf of the Company by the
undersigned officer of the Company in his or her capacity as an officer of the
Company. The obligations of this Agreement shall be binding upon the assets and
property of the Fund only and not upon the assets and property of any other
investment fund of the Company and shall not be binding upon any Trustee,
officer or shareholder of the Fund and/or the Company individually.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties
hereto.
14. Governing Law
This Agreement shall be governed in accordance with the laws of the
Commonwealth of Massachusetts.
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If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
XX XXXXXX TRUST FUNDS
By: /s/ F. Xxxxx Xxxxxx
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President
Accepted:
GREAT WESTERN FINANCIAL ADVISORS CORPORATION
By: /s/
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Title: President
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