Letter Agreement EXHIBIT 5A.1
________, 1997
Xxxxxx Xxxx Investors, Inc.
Xxx Xxxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000-0000
This Letter Agreement is made as of this ____ day of ______ 1997 between
XXXXXX XXXX MUTUAL FUNDS, a Delaware business trust (the "Company"), and XXXXXX
XXXX INVESTORS, INC., a Delaware corporation (the "Manager").
WHEREAS, the Company and the Manager entered into a Management Agreement
dated __________ __, 1997 (the "Management Agreement") under which the Company
agreed to retain the Manager to render investment advisory and management
services to the portfolios of the Company known as Small Cap Growth Fund,
International Equity Fund and Socially Responsible Fund (the "Initial Funds")
together with any other Company portfolios that may be established later and
served by the Manager under the Management Agreement (collectively, the "Funds"
and individually, a "Fund");
WHEREAS, pursuant to Paragraph 1(B) of the Management Agreement, the
Company hereby notifies the Manager of its desire to retain the Manager to
provide management and administrative services for four additional portfolios of
the Company known as Growth Fund, Income Fund, Balanced Fund and Short-Term
Investment Fund (the "New Portfolios"); and
WHEREAS, by signing this Letter Agreement below, Manager agrees to render
such services whereupon the New Portfolios shall become Funds under the
Management Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
1. The Company hereby appoints the Manager as manager of the New Portfolios
for the terms set forth in the Management Agreement and the Manager hereby
accepts
such appointment and agrees to perform the services and duties set forth in
the Management Agreement on the terms set forth therein, except as
otherwise provided in this Letter Agreement.
2. This Letter Agreement shall become effective as of the date first above
written and, unless sooner terminated as provided in Paragraph 12 of the
Management Agreement, shall continue until __________ __, 1999.
Thereafter, this Letter Agreement will be extended with respect to a
particular New Portfolio for successive one-year periods ending on
__________ ___ of each year, subject to the provisions of Paragraph 12 of
the Management Agreement.
3. For the services provided and the expenses assumed pursuant to this Letter
Agreement, the Company shall pay the Manager a fee, computed daily and
payable monthly, at the annual rate as set forth in the attached fee
schedule based on the average daily net assets of each New Portfolio,
unless otherwise noted.
4. All the other terms and conditions of the Management Agreement shall remain
in full effect.
5. This Letter Agreement and the attached fee schedule are hereby incorporated
into the Management Agreement by reference thereto and made a part thereof.
In case of a conflict between the terms of this Letter Agreement and the
terms of the Management Agreement, the Management Agreement is controlling.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
XXXXXX XXXX MUTUAL FUNDS
By: ______________________________________
(name)____________________________________
(title) __________________________________
Attest: _________________________________
(name) __________________________
(title)__________________________
XXXXXX XXXX INVESTORS, INC.
By: ______________________________________
(name) ___________________________________
(title) __________________________________
Attest: _________________________________
(name) __________________________
(title) _________________________
FEE SCHEDULE
As compensation for its services, the Growth Fund, Income Fund, Balanced Fund
and Short-Term Investment Fund each pay Investors a two-part advisory fee at the
end of each month.
Part 1:
Under part one, each Fund's fee is accrued daily and is calculated on a pro rata
basis by applying the following annual percentage rates to the aggregate of all
four Funds' daily net assets for the respective month:
Net Assets Rate
---------- ----
Growth Fund
Income Fund On initial $100 million .250%
Balanced Fund Over $100 million .200%
Short-Term Investment Fund
Part 2:
Under part two, each Fund's advisory fee is accrued daily and is calculated by
applying the following annual percentage rates to the average daily net assets
of each Fund for the respective month:
Net Assets Rate
---------- ----
Growth Fund On initial $100 million .400%
On next $100 million .300%
Over $200 million .250%
Balanced Fund On initial $100 million .325%
On next $100 million .275%
On next $300 million .225%
Over $500 million .200%
Income Fund On initial $100 million .250%
On next $100 million .200%
Over $200 million .150%
Short-Term Investment Fund On initial $100 million .125%
On next $100 million .100%
Over $200 million .075%
