XXXXXXX X. XXXXXXXXX FUND, INC.
INVESTMENT MANAGEMENT AGREEMENT
XXXXXXXXX INTERNATIONAL VALUE PORTFOLIO II
INVESTMENT MANAGEMENT AGREEMENT, dated as of February 22, 1999 between
XXXXXXX X. XXXXXXXXX FUND, INC., a Maryland Corporation, (the "Fund"), on behalf
of the Xxxxxxxxx International Value Portfolio II (the "Portfolio"), and XXXXXXX
X. XXXXXXXXX & CO., INC., a New York Corporation (the "Adviser" or "Xxxxxxxxx").
In consideration of the mutual agreements herein made, the parties
hereto agree as follows:
1. Duties of the Adviser. The Adviser shall manage the investment
operations of the Portfolio and the Fund including, but not limited to,
continuously providing the Portfolio with investment management, including
investment research, advice and supervision, determining which securities or
other investments including, but not limited to, debt and equity securities,
futures, options and options on futures, shall be purchased or sold by the
Portfolio, making purchases and sales of securities and such other investments
on behalf of the Portfolio and determining how voting and other rights with
respect to securities and other investments owned by the Fund on behalf of the
Portfolio shall be exercised, subject in each case to oversight by the Board of
Directors of the Fund (the "Directors" or the "Board") and in accordance with
the investment objectives and policies of the Fund and of the Portfolio set
forth in the Registration Statement and the current Prospectus and Statement of
Additional Information relating to the Fund or the Portfolio, as amended from
time to time, the requirements of the Investment Company Act of 1940, as amended
(the "Act") and other applicable law. The Fund understands that the Adviser may
also act as the investment manager to other persons or entities, including other
investment companies.
2. Limitation of Liability. Subject to Section 36 of the Act, the
Adviser, and the directors, officers and employees of the Adviser, shall not be
liable to the Fund or the Portfolio for any error of judgment or mistake of law
or for any loss arising out of any investment or the performance or
non-performance of duties under this Agreement, except for willful misfeasance,
bad faith or gross negligence in the performance of, or by reason of reckless
disregard of, obligations and duties under this Agreement.
3. Indemnification.
(a) The Fund, on behalf of the Portfolio, shall indemnify and hold
harmless the Adviser, and the directors, officers, and employees of the Adviser,
against any loss, liability, claim, damage or expense (including the reasonable
cost of investigating or defending any alleged loss, liability, claim, damage or
expenses and reasonable counsel
fees incurred in connection therewith) arising out of the performance or
non-performance of any duties under this Agreement, provided, however, that
nothing herein shall be deemed to protect the Adviser or any director, officer
or employee thereof against any liability to the Fund or its stockholders, to
which the Adviser or any director, officer or employee thereof would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of reckless disregard of obligations and
duties under this Agreement.
4. Expenses. The Adviser shall pay all of its expenses arising from the
performance of its obligations under Section 1 of this Agreement and shall pay
any salaries, fees and expenses of the Directors who are employees of the
Adviser. The Adviser shall not be required to pay any other expenses of the Fund
or the Portfolio, including (a) the fees payable to Xxxxxxxxx under this
Agreement and the Shareholder Servicing and Administrative Agreement; (b) the
fees and expenses of Directors who are not affiliated with Xxxxxxxxx; (c) the
fees and expenses of the Custodian and Transfer Agent including but not limited
to fees and expenses relating to Fund accounting, pricing of the Portfolio's
shares, and computation of net asset value; (d) the fees and expenses of
calculating yield and/or performance of the Portfolio; (e) the charges and
expenses of legal counsel and independent accountants; (f) all taxes and
corporate fees payable to governmental agencies; (g) the fees of any trade
association of which the Fund is a member; (h) reimbursement of the Portfolio's
share of the organization expenses of the Portfolio or the Fund; (i) the fees
and expenses involved in registering and maintaining registration of the Fund
and the shares of the Portfolio with the Securities and Exchange Commission,
registering the Fund as a broker or dealer and qualifying the shares of the
Portfolio under state securities laws, including the preparation and printing of
the registration statements and prospectuses for such purposes, allocable
communications expenses with respect to investor services, all expenses of
shareholders' and Board of Directors' meetings and preparing, printing and
mailing proxies, prospectuses and reports to shareholders; (j) brokers'
commissions, dealers' xxxx-ups and any issue or transfer taxes chargeable in
connection with the Portfolio's transactions; (k) the cost of stock certificates
representing shares of the Portfolio; (l) insurance expenses, including, but not
limited to, the cost of a fidelity bond, directors and officers insurance and
errors and omissions insurance; and (m) litigation and indemnification expenses,
expenses incurred in connection with mergers, and other extraordinary expenses
not incurred in the ordinary course of the Portfolio's business.
5. Compensation. As compensation for the services performed and the
facilities and personnel provided by the Adviser pursuant to Section 1 of this
Agreement, the Fund, on behalf of the Portfolio, will pay the Adviser, promptly
after the end of each month:
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(a) A fee assessed at an annual rate of 1% of the Portfolio's average
daily net assets that is up to, but not exceeding, $1,000,000,000; and
(b) A fee assessed at an annual rate of .90 of 1% of the amount of the
Portfolio's average daily net assets that exceeds $1,000,000,000.
If the Adviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
6. Purchase and Sale of Securities. The Adviser shall purchase
securities from or through and sell securities to or through such persons,
brokers, or dealers as the Adviser shall deem appropriate in order to carry out
the policy with respect to portfolio transactions as set forth in the
Registration Statement and the current Prospectus or Statement of Additional
Information covering the Portfolio, as amended from time to time, or as the
Directors may direct from time to time. Nothing herein shall prohibit the
Directors from approving the payment by the Fund of additional compensation to
others for consulting services, supplemental research and security and economic
analysis.
7. Term of Agreement. This Agreement shall continue in effect with
respect to the Portfolio for a period of more than two years from the date
hereof only so long as such continuance is specifically approved at least
annually in conformity with the requirements of the Act with regard to
investment advisory contracts; provided, however, that this Agreement may be
terminated at any time without the payment of any penalty, on behalf of the
Portfolio, by the Fund, by the Board or, with respect to the Portfolio, by vote
of a majority of the outstanding voting securities (as defined in the Act) of
the Portfolio, or by the Adviser on not more than 60 days' nor less than 30
days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the Act).
8. Miscellaneous. The Fund hereby agrees that if at any time the
Adviser shall cease to act as investment adviser to the Portfolio or to the
Fund, or if at any time during the continuation of this Agreement the Adviser
shall change its name to delete the reference to Xxxxxxx X. Xxxxxxxxx, the Fund
shall take all steps necessary under law to change its corporate name to delete
the reference to Xxxxxxx X. Xxxxxxxxx or to delete the reference to Xxxxxxxxx
from the name of the Portfolio, and shall thereafter refrain from using such
name with reference to the Portfolio and, if applicable, the Fund.
This Agreement contains the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. Anything herein
to the contrary notwithstanding, this Agreement shall not be construed to
require, or to impose any duty upon, either of the parties to do anything in
violation of any applicable laws or regulations.
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IN WITNESS WHEREOF, the Fund, on behalf of the Portfolio, and the
Adviser have caused this Agreement to be executed by their duly authorized
officers as of the date first above written.
XXXXXXX X. XXXXXXXXX & CO., INC.
By: _______________________________
Xxxxx X. Xxxxxxx, Chairman
XXXXXXX X. XXXXXXXXX FUND, INC.
By: _______________________________
Xxxx Xxxxx Xxxx, Secretary
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