Exhibit 24(b)(5)(c)
INVESTMENT ADVISORY AGREEMENT
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AGREEMENT made this 13th day of December, 1994 by and between Xxxxxxxx
International Funds, a Delaware Business Trust (the "Trust") and Xxxxxxxx
International Capital Management, a California corporation (the "Adviser").
1. Duties of Adviser. The Trust hereby appoints the Adviser to act as
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investment adviser to the Xxxxxxxx Korea Fund (the "Series") for the period and
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on such terms set forth in this Agreement. The Trust employs the Adviser to
manage the investment and reinvestment of the assets of the Series, 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 Prospectus 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 and for the compensation provided
herein.
2. Portfolio Transactions. The Adviser shall provide the Series with a
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trading department. The Adviser shall select the brokers or dealers that will
execute the purchases and sales of securities for the Series and is directed to
use its best efforts to ensure that the best available price and most favorable
execution of securities transactions for the Series are obtained. The Series
will bear all expenses associated with its investment activities, including,
without limitation, brokerage commissions and custody expenses. 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
the Series, or be in breach of any obligation owing to the Trust or in respect
of the Series under this Agreement, or otherwise, solely by reason of its having
caused the Series to pay a member of a securities exchange, a broker or a dealer
a commission for effecting a securities transaction for the Series in excess of
the amount
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Investment Advisory Agreement between Xxxxxxxx International Funds and Xxxxxxxx
International Capital Management; f/b/x Xxxxxxxx Korea Fund
Date Drafted: November 26, 1996 Page 1 of 4 pages.
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
Series, as to which it exercises investment discretion. The Adviser will
promptly communicate to the officers and directors of the Trust such information
relating to Series transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by the
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Adviser as provided in Section 1 and 2 of this Agreement, the Series shall pay
to the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 1.00% of the Series' average daily net assets for
the month. The net asset value shall be calculated in the manner provided in
the Series' prospectus and statement of additional information then in effect.
In the event of termination of this Agreement, the fee provided in this
Section 3 shall be paid on a pro rate basis, based on the number of days when
this Agreement was in effect.
4. Reports. The Series and the Adviser agree to furnish to each other
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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 Series are not
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to be deemed exclusive, and the Adviser shall be free to render similar services
to others so long as its services to the Series are not impaired thereby.
6. Liability of Adviser. In the absence of willful misfeasance, bad
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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 Series, or to any shareholder of the Series, 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 Series.
7. Duration and Termination. This Agreement shall become effective on
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January 2, 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
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Investment Advisory Agreement between Xxxxxxxx International Funds and Xxxxxxxx
International Capital Management; f/b/x Xxxxxxxx Korea Fund
Date Drafted: November 26, 1996 Page 2 of 4 pages.
persons of any party hereto, in the manner provided in section 15(c) of the
Investment Company Act of 1940, and by the holders of a majority of the
outstanding voting securities of the Series; and shall continue in effect until
January 5, 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
Series; 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 of
1940. 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 Series 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 8, 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 1940 Act and Rule 18f-2 thereunder.
8. Name of Adviser. The parties agree that the Adviser has a
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proprietary interest in the name "Xxxxxxxx," and the Trust agrees to promptly
take such action as may be necessary to delete from its corporate name and/or
the name of the Series any reference to the name of the Adviser or the name
"Xxxxxxxx," promptly after receipt from the Adviser of a written request
therefore.
9. Severability. If any provisions of this Agreement shall be held or
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made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. Governing Law. This agreement shall be governed by and construed and
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interpreted in accordance with the laws of the State of California.
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Investment Advisory Agreement between Xxxxxxxx International Funds and Xxxxxxxx
International Capital Management; f/b/x Xxxxxxxx Korea Fund
Date Drafted: November 26, 1996 Page 3 of 4 pages.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of 13th day of December, 1994.
ATTEST: XXXXXXXX INTERNATIONAL
FUNDS
/s/ Xxxx Xxxxxxx /s/ G. Xxxx Xxxxxxxx
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Xxxx Xxxxxxx, Secretary G. Xxxx Xxxxxxxx, President
ATTEST: XXXXXXXX INTERNATIONAL
CAPITAL MANAGEMENT
/s/ Xxxx Xxxxxxx /s/ G. Xxxx Xxxxxxxx
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Xxxx Xxxxxxx, Secretary G. Xxxx Xxxxxxxx, President
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Investment Advisory Agreement between Xxxxxxxx International Funds and Xxxxxxxx
International Capital Management; f/b/x Xxxxxxxx Korea Fund
Date Drafted: November 26, 1996 Page 4 of 4 pages.
