1
Exhibit 99(d)(7)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 15th day of October by and between Xxxxxxxx International
Funds, a Delaware Business Trust (the "Trust") and Xxxxxxxx International
Capital Management, LLC, a Delaware limited liability company (the "Advisor").
1. DUTIES OF ADVISOR. The Trust hereby appoints the Advisor to act as investment
advisor to the Xxxxxxxx Asian Technologies Fund (the "Series") for the period
and on such terms set forth in this Agreement. The Trust employs the Advisor 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 Advisor'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 Advisor's discharge of the foregoing responsibilities.
The Advisor 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 Advisor 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 Advisor shall provide the Series with a trading
department. The Advisor 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 Advisor, it is understood that the Advisor 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 of commission another member of an exchange, broker or dealer would
have charged if the Advisor 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 the particular transaction or
the Advisor's overall responsibilities with respect to the accounts, including
the Series, as to which it exercises investment discretion. The Advisor 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 ADVISOR. For the services to be rendered by the Advisor
as provided in Section 1 and 2 of this Agreement, the Series shall pay to the
Advisor 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. The
Advisor may reduce any portion of the compensation or reimbursement of expenses
due to it pursuant to this Agreement. Any fee
2
withheld pursuant to this paragraph from the Advisor shall be reimbursed by the
Series to the Advisor in the first, second or third (or any combination thereof)
fiscal year next succeeding the fiscal year of the withholding if the aggregate
expenses for the next succeeding fiscal year or second succeeding fiscal year or
third succeeding fiscal year do not exceed any more restrictive limitation to
which the Advisor has agreed. The Advisor generally may request and receive
reimbursement for the oldest reductions and waivers before payment for fees and
expenses for the current year.
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 Advisor agree to finish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
5. STATUS OF ADVISOR. The services of the Advisor to the Series are not to be
deemed exclusive, and the Advisor shall be free to render similar services to
others so long as its services to the Series are not impaired thereby.
6. LIABILITY OF ADVISOR. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard by the Advisor of its obligations and duties
hereunder, the Advisor 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
__________________ 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 persons of any party hereto, in the manner provided in
section 15(c) of the Investment Company Act of 1940, as amended (the "1940 Act")
and by the holders of a majority of the outstanding voting securities of the
Series; and shall continue in effect until ______________. 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 1940 Act. 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 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 Advisor. This
Agreement may be terminated by the Advisor 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.
3
8. NAME OF ADVISOR. The parties agree that the Advisor has a 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 Advisor or the name "Xxxxxxxx,"
promptly after receipt from the Advisor of a written request therefore.
9. SEVERABILITY. If any provisions of this Agreement shall be held or 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
interpreted in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of ___ day of_______________.
ATTEST: XXXXXXXX INTERNATIONAL FUNDS
/s/ Xxxxxx X'Xxxxxxx /s/ G. Xxxx Xxxxxxxx
---------------------- --------------------
Xxxxxx X'Xxxxxxx G. Xxxx Xxxxxxxx
Secretary President
ATTEST: XXXXXXXX INTERNATIONAL
CAPITAL MANAGEMENT, LLC
/s/ Xxxxxx X'Xxxxxxx /s/Xxxx X. Xxxxxxx
---------------------- ------------------
Xxxxxx X'Xxxxxxx Xxxx X. Xxxxxxx
Secretary Managing Director
