Exhibit - 10 i
INVESTMENT ADVISORY CONTRACT
AGREEMENT, made by and between Xxxxxx Series Funds, Inc., an Arizona
Corporation, (hereinafter called "Fund") and Investment Research Assoc-
iates, Inc., an Arizona Corporation (hereinafter called "Investment
Advisor").
WITNESSETH: WHEREAS, Fund engages in the business of investing and
reinvesting its assets and property in various stocks and securities and
Investment Advisor engages in the business of providing investment
advisory services.
1. The Fund hereby employs the Investment Advisor, for the period set
Forth in Paragraph 6 hereof, and on the terms set forth herein, to
render invest ment advisory services to the Fund, subject to the supervision
and direction of the Board of Directors of the Fund. The Investment
Advisor hereby accepts such employment and agrees, during such period, to
render the services and assume the obligations herein set forth, for the
compensation provided. The Investment Advisor shall, for all purposes
herein, be deemed to be an independent contractor, and shall, unless
otherwise expressly provided and authorized, have no authority to act
for or represent the Fund in any way, or in any way be deemed an agent
of the Fund.
2. As a compensation for the services to be rendered to the Fund by the
Investment Advisor under the provisions of this Agreement, the Fund
shall pay to the Investment Advisor monthly a fee equal to one-twelfth
of one percent per month, (the equivalent of 1% per annum) of the daily
average net assets of the Fund during the month. The first payment of
fee hereunder shall be prorated on a daily basis from the date this
Agreement takes effect.
3. It is expressly understood and agreed that the services to be
rendered by the Investment Advisor to the Fund under the provisions of
this Agreement are not to be deemed to be exclusive, and the Investment
Advisor shall be free to render similar or different services to others
so long as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that directors, officers, employees,
agents and shareholders of the Fund may be interested in the Investment
Advisor as directors, officers, employees, agents and shareholders, and
that directors, officers, employees, agents and shareholders of the
Investment Advisor may be interested in the Fund, as directors, officers,
employees, agents and shareholders or otherwise, and that the investment
Advisor, itself, may be interested in the Fund as a shareholder or
otherwise, specifically, it is understood and agreed that directors,
officers, employees, agents and shareholders of the Investment Advisor
may continue as directors, officers, employees, agents and shareholders
of the Fund; that the Investment Advisor, its directors, officers,
employees, agents and shareholders may engage in other business, may
render investment advisory services to other investment companies, or
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to any other corporation, association, firm or individual, may render
underwriting services to the Fund, or to any other investment company,
corporation, association, form or individual. The Fund shall bear
expenses and salaries necessary and incidental to the conduct of its
business, including but not in limitation of the foregoing, the costs
incurred in the maintenance of its own books, records, and procedures;
dealing with its own shareholders; the payment of dividends; transfers
of stock (including issuance & redemption of shares); reports and notices
to shareholders; expenses of annual stockholders; meetings; miscellaneous
office expenses; brokerage commissions; taxes; and custodian, legal,
accounting and registration fees. Employees, officers and agents of the
Investment Advisor who are, or may in the future be, directors and/or
senior officers of the Fund shall receive no remuneration from the Fund
or acting in such capacities for the Fund. In the conduct of the
respective businesses of the parties hereto and in the performance
of this agreement, the Fund & Investment Advisor may share common
facilities and personnel common to each, with appropriate proration
of expenses.
5. Investment Advisor shall give the Fund the benefit of its best judgment
and efforts in rendering these services, and Fund agrees as an inducement
to the undertaking of these services that Investment Advisor shall not
be liable hereunder for any mistake of judgment or any event whatsoever,
provided that nothing herein shall be deemed to protect, or purport to
protect, Investment Advisor against any liability to Fund or to its
security holders to which Investment Advisor would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder, or by reason of reckless disregard of
obligations and duties hereunder.
6. This agreement shall continue in effect until December 31, 1998, and,
thereafter, only so long as such continuance is approved at least
annually by votes of the Fund's Board of Directors, cast in person at
a meeting called for the purpose of voting on such approval, including
the votes of a majority of the Directors who are not parties to such
agreement or interested persons of any such party. This agreement may
be terminated at any time upon 60 days prior written notice, without
the payment of any penalty, by the Fund's Board of Directors or by vote
of a majority of the outstanding voting securities of the Fund. The
contract will automatically terminate in the event of its assignment
by the Investment Advisor (within the meaning of the Investment Company
Act of 1940), which shall be deemed to include a transfer of control
of the Investment Advisor. Upon the termination of this agreement,
the obligations of all the parties hereunder shall cease and terminate
as of the date of such termination, except for any obligation to respond
for a breach of this Agreement committed prior to such termination
and except for the obligation of the Fund to pay to the Investment
Advisor the fee provided in Paragraph 2 hereof, prorated to the date
of termination.
7. This Agreement shall not be assigned by the Fund without prior
written consent thereto of the Investment Advisor. This Agreement shall
terminate automatically in the event of its assignment by the Investment
Advisor unless an exemption from such automatic termination is granted
by order or rule of the Securities and Exchange Commission.
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IN WITNESS WHEREOF, the parties hereto have caused their corporate seals
to be affixed and duly attested and their presence to be signed by their
duly authorized officers this 1st day of January, 1999.
Xxxxxx Series Funds, Inc. By___________________________
Xxxxxx X. Xxxxxx, President
Attest: ________________
Xxxxxx x.X. Xxxxxx
Investment Research Associates, Inc. By____________________________
Xxxxxx X. Xxxxxx, President
Attest: ________________
Xxxxxx x.X. Xxxxxx
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