EXHIBIT 99-9(b)
SAMPLE BANK CONTRACT
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Last Revised 08/06/85
Mailed to Client:
Effective Date:
(Name of Bank)
(Address of Bank)
Attention: (Name and Title)
Gentlemen:
___________ ("Bank") is a banking institution organized under the laws of (State
or U.S.) Bank serves as a trustee, co-trustee, and/or discretionary investment
manager for assets of employee benefit plans qualified under Section 401 et.
seq. of the Internal Revenue Code and subject to the provisions of the Employee
Retirement Income Security Act ("ERISA"); and for assets of charitable
foundations, endowment funds and individuals. All such assets are referred to
herein as "trust assets", and the beneficial owners (or individuals responsible
for acting on their behalf) of trust assets are referred to herein as "trust
customers". In these capacities, Bank is responsible for evaluating and
defining the investment needs and objectives of its trust customers, and for
allocating assets and for selecting portfolio investment suitable to achieve
those objectives.
Xxxxx Xxxxxxx Investment Management Company ("Management Company") is an
investment advisor registered under the Investment Advisers Act of 1940.
Management Company serves as the manager for Xxxxx Xxxxxxx Investment Company
("Investment Company"), an open-end management investment company which has
registered as such under the Investment Company Act of 1940. Investment Company
offers shares of fifteen separate series and may offer shares of additional
series in the future ("Funds"), each with its own investment objectives and
strategies. The Funds currently being offered are:
EXTERNAL FEE FUNDS INTERNAL FEE FUNDS
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Equity I Diversified Equity
Equity II Special Growth
Equity III Equity Income
Fixed Income I Diversified Bond
Fixed Income II Volatility Constrained Bond
International International Securities
Money Market Limited Volatility Tax Free
U.S. Government Money Market
Currently each Fund, other than Money Market Fund and U.S. Government Money
Market Fund, currently is managed by two or more investment managers evaluated
and monitored by Xxxxx Xxxxxxx Company and selected by Management Company.
Management Company is a wholly owned subsidiary of Xxxxx Xxxxxxx Company, which
has been principally engaged in the business of providing comprehensive asset
management consulting services to a limited number of institutional clients with
substantial assets available for investment. These services include: (i)
assisting a client in defining its investment objectives ("objective setting");
(ii) selecting categories of assets to meet those objectives ("asset
allocation"); and (iii) conducting extensive quantitative and qualitative
research of domestic and foreign money managers, monitoring their performance,
and recommending discretionary money managers
("manager selection") to invest the categories of assets in accordance with the
"multi-style, multi-manager diversification" techniques and strategies developed
by Xxxxx Xxxxxxx Company. Through a consulting relationship Management Company
and Investment Company have access to Xxxxx Xxxxxxx Company's research
facilities and staff.
Multi-style, multi-manager diversification is feasible only for sizable pools of
assets with adequate resources to support the manager selection effort, and to
access and allocate assets cost-effectively among multiple managers. Investment
Company was organized to provide a cost-effective means for a fiduciary to
invest assets which the fiduciary has determined are suitable for multi-style,
multi-manager investment. Shares of Investment Company are offered currently
only to individuals and institutions accepted as clients by Management Company.
Management Company is willing to provide objective setting, asset allocation,
and other services and assistance to Bank, and to provide a means, through
Investment Company shares, for Bank to access the manager selection, and the
multi-style, multi-manager diversification techniques and strategies developed
by Xxxxx Xxxxxxx Company.
Bank desires to obtain Management Company's assistance in developing procedures
and programs for the Bank to utilize in applying the objective setting and asset
allocation techniques to trust assets and other services, and to have access to
shares of Investment Company as a means to invest trust assets using multi-
style, mutli-manager diversification where Bank determines, in its sole
discretion (or in conjunction with its co-trustee(s), if any, that it is
appropriate to invest trust assets in that manner.
Therefore, Management Company and Bank agree as follows:
1. ASSET MANAGEMENT SERVICES. To the extent requested reasonably by the Bank
during the period this Agreement is in effect, Management Company will
provide to Bank the following asset management services:
A. Personnel of Management Company will meet as necessary at Bank's
principal offices with Bank personnel for the principal purposes of
(1) developing procedures and programs for Bank personnel to use in
applying objective setting and asset allocation techniques to trust
customer assets; (2) developing procedures and programs for Bank
personnel to use in reviewing current and anticipated trust assets
available for investment, and the financial requirements of and other
information concerning trust customers relevant to setting objectives
and allocating trust assets; (3) reviewing Bank's use of the asset
allocation techniques; (4) assisting Bank in the integration of the
Bank's ability to utilize the multi-style, multi-manager
diversification technology into the Bank's marketing program for its
trust services; and (5) providing such other assistance as Bank may
reasonably request.
B. Personnel of Management Company will attend meetings with trust
customers for the limited purpose of explaining the reasons for and
objectives of the asset allocation techniques and multi-style, multi-
manager diversification, and the nature and operations of Investment
Company.
C. Management Company will provide Bank with, or assist Bank in the
development and preparation of, reports and analyses concerning
specific customer's accounts.
Management Company and Bank acknowledge and specifically agree that
Management Company and its affiliates shall have no authority to exercise
any discretion or control over the management of any trust assets.
Moreover, it is agreed that Management Company shall not provide services
to any particular trust customer with respect to any particular trust
assets, either directly or indirectly. Management Company acknowledges
that it is not undertaking to serve and shall not serve as an investment
manager (as defined in ERISA) with respect to the trust assets of any trust
customer, nor is it undertaking to render any specific services to any
trust customer or to any employee benefit plan maintained by a trust
customer. Management Company's authority and responsibility is solely to
assist the Bank's personnel in asset allocation techniques and related
matters, to give advice to the Bank, and to make available shares of the
Investment Company as provided in this Agreement. The Bank shall have sole
and exclusive authority and responsibility for dealing with the trust
assets and trust customers.
2. INVESTMENT COMPANY SHARES. When Bank has determined, in its sole
discretion (or in conjunction with its co-trustee(s), if any), that shares
of one or more of the Funds are suitable for acquisition for the account of
a trust customer, Management Company shall cause Investment Company to sell
shares of the Fund(s) to Bank in its fiduciary capacity on the terms and
subject to the conditions and restrictions set forth in the Investment
Company's current prospectus effective at the time of purchase. As a
shareholder of Investment Company, Bank will receive:
A. Bi-weekly reports showing each Fund's net asset value and investment
performance relative to prior periods and to appropriate indices and
comparative groups.
B. Monthly reports showing each Fund's principal securities holdings.
C. Quarterly reports showing each Fund's investment portfolio and
investment performance as of the end of each quarter.
D. Semi-annual reports, prepared in accord with generally accepted
accounting principals, showing each Fund's financial condition and
investment portfolio. The annual report shall be audited by
independent public accountants.
E. Such other reports as Investment Company shall prepare for its
shareholders or Management Company shall prepare for its clients.
3. FEES TO MANAGEMENT COMPANY. For the services provided by Management
Company, Bank agrees to pay to Management Company the fees specified in
Schedule A of this Agreement at the times set forth in Schedule A.
4. INFORMATION AND CONFIDENTIALITY. Management Company and Bank shall supply
to each other on a timely basis such information as is necessary for each
party to discharge its regulatory reporting obligations. Subject to the
right of each party to comply with applicable law, including any demand of
any regulatory or taxing authority having jurisdiction over it, the parties
hereto shall treat as confidential all information pertaining to the
relationships established by this Agreement.
5. ASSIGNMENT. No assignment (including, in the case of Management Company, an
assignment as defined in Section 202(a)(1) of the Advisors Act) of
this Agreement shall be made by either party hereto without the written
consent of the other, and this Agreement shall terminate automatically in
the event that it is assigned; provided, however, that the consent of
Management Company shall not be required for any assignment or transfer of
this Agreement by Bank to its successor by merger, consolidation, sale of
assets, or other form of business combination.
6. EFFECTIVE DATE AND DURATION OF AGREEMENT. This Agreement shall become
effective on the Effective Date set forth on page 1 and shall continue in
effect until terminated by either party as provided herein; provided,
however, that Management Company and Investment Company shall have no
obligation to make shares of Investment Company available to Bank during
any period when the Investment Company's registration statement under the
Securities Act of 1933 or applicable state securities laws is not
effective. This Agreement may be terminated by each of the parties under
the following circumstances and in the following manner:
A. By Bank. Bank may terminate this Agreement at any time without
penalty by giving 90 days written notice to Management Company.
B. By Management Company.
1. Management Company may terminate this Agreement at any time
without penalty by giving 90 days' written notice to Bank.
2. Management Company may terminate this Agreement at any time
without penalty upon 3 days' written notice to Bank if the fees
due to Management Company are not paid at the time specified in
Schedule A. Upon Management Company's termination of this
Agreement pursuant to this provision, Bank agrees to redeem
within 30 days all shares of Investment Company's External Fee
Funds held for trust customers.
A. Effects of Termination.
1. Upon termination of this Agreement by either party, Bank shall no
longer be entitled to receive the services provided by Management
Company pursuant to Section 1 or to purchase additional shares
(other than by reinvestment of income dividends or capital gains
distributions) pursuant to Section 2, but Bank may continue to
hold shares of Investment Company held by Bank on the termination
date, subject to Bank's payment of Management Company's fees at
the time specified in Schedule A, and to Bank's agreement to
redeem all shares if the Agreement is terminated pursuant to the
provisions of Section 6(B)(2).
2. Upon termination by the Bank of this Agreement, it agrees that
for one year following the date of termination Bank will not (a)
organize or operate any arrangement or commingled investment
vehicle using any money manager serving the Investment Company at
the time of termination, or (b) use its authority or
relationships to cause its trust customers' accounts to
participate in any arrangement or commingled investment vehicle
using multiple money managers if a majority of the
money managers involved in the arrangement or commingled
investment vehicle were serving Management Company or any one of
the Investment Company's Funds at the time of termination.
7. AMENDMENT. This Agreement may be amended at any time by written agreement
between Bank and Management Company.
8. DELIVERY OF DOCUMENTS. Bank hereby acknowledges receipt of Investment
Company's prospectuses dated __________________, and a copy of Part II of
Management Company's Form ADV as currently on file with the Securities and
Exchange Commission.
9. APPLICABLE LAW. To the extent that state law shall not have been preempted
by the provisions of any laws of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall
be administered, construed, and enforced according to the laws of the State
of Washington.
10. LIMITATION OF LIABILITY. The Master Trust Agreement dated July 26, 1984,
as amended from time to time, establishing the Investment Company, which is
hereby referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name Xxxxx Xxxxxxx
Investment Company means the Trustees from time to time serving (as
Trustees but not personally) under said Master Trust Agreement. It is
expressly acknowledged and agreed that the obligations of the Investment
Company hereunder shall not be binding upon any of the shareholders,
Trustees, officers, employees or agents of the Investment Company,
personally, but shall bind only the trust property of the Investment
Company, as provided in its Master Trust Agreement.
XXXXX XXXXXXX INVESTMENT
MANAGEMENT COMPANY
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, President
Accepted:
(NAME IN CAPS)
By:
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