EXHIBIT 99-5(b)(1)
SERVICES AGREEMENT
XXXXX XXXXXXX INVESTMENT COMPANY
THIS AGREEMENT made this 1st day of May, 1987 between Xxxxx Xxxxxxx
Investment Company, a Massachusetts business trust (hereafter the "Trust"); and
Xxxxx Xxxxxxx Company, a corporation organized under the laws of the State of
Washington (hereafter "Company"):
WITNESSETH
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WHEREAS the Trust is a diversified management investment company registered
under the Investment Company Act of 1940 ("1940 Act") offering shares of
nineteen investment funds with different investment objectives and policies
("Sub-Trusts"), and uses one or more money managers to select portfolio
securities; and
WHEREAS Company is registered as an investment advisor under the Investment
Advisors Act of 1940, and prepares and provides to clients statistical,
financial and analytical reports concerning their investment portfolios, which
are referred to as the Portfolio Activity Report ("PAR") and Analysis of
International Management ("AIM"); and
WHEREAS the Trust believes that PAR and AIM provide essential or desirable
assistance to the Trust in conducting its operations, and desires to obtain PAR
and AIM on the terms and conditions set forth in this Agreement; and
WHEREAS Company is willing to provide PAR and AIM to the Trust on the terms
and conditions set forth in this Agreement:
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Trust and Company agree as follows:
1. Employment of Company. Trust hereby employs Company to provide PAR
and AIM with respect to such investment portfolios as Trust shall
designate from time to time.
2. Fees for Company's Services. For the Company's services the Trust
agrees to pay, effective April 1, 1987, the following fees within ten
(10) days after its receipt of the Company's calendar quarter end
billing statement. Annual fees are billed quarterly on a prorated
basis. Fees shall be prorated on a monthly basis for any quarterly
period during which a portfolio is not on the PAR system, or assets
have not been assigned to an investment manager for inclusion in the
AIM report.
Quarterly fees for domestic PAR portfolios
A. $50 per portfolio; and
B. Per transaction charges
Number Per Quarter Automated Manual
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1st 200 $4 $4
Additional $2 $6
$13,000 Annual fee per international portfolio on PAR
$ 2,500 Annual fee per international portfolio upon transfer of
assets to an investment manager for AIM report
3. Amendment. This Agreement may be amended at any time by written
agreement between the Company and the Trust, subject to the Trust
obtaining such approvals as may be required by the Investment Company
Act of 1940.
4. Renewal and Termination.
A. This Agreement shall become effective on the date written above
and shall continue in effect as to each Sub-Trust until April 30,
1989. The Agreement is renewable annually thereafter for
successive one year periods: (1) by a vote of a majority of the
Trustees of the Trust; or (2) as to each Sub-Trust, by a vote of
a majority of the outstanding voting securities of that Sub-
Trust, and in either case by a vote of a majority of the Trustees
who are not parties to the Agreement or interested persons of any
parties to the Agreement (other than as Trustees of the Trust)
cast in person at a meeting called for purposes of voting on the
Agreement; provided, however, that if the shareholders of any one
or more Sub-Trusts fail to approve the Agreement as provided
herein, the Company may continue to serve in such capacity in the
manner and to the extent permitted by the 1940 Act and the Rules
and Regulations thereunder.
B. This Agreement:
(1) may at any time be terminated without the payment of any
penalty either by vote of the Board of Trustees of the Trust
or, as to any Sub-Trust, by vote of a majority of the
outstanding voting securities of the Sub-Trust, on 60 days'
written notice to the Company;
(2) shall immediately terminate in the event of its assignment;
and
(3) may be terminated by the Company on 60 days' written notice
to the Trust.
C. As used in this Section 4, the terms of "assignment", "interested
person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth for any such terms
in the 1940 Act.
D. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed postpaid, to the other party
at any office of such party.
5. Applicable Law. To the extent that State law shall not have been
preempted by the provisions of any other 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.
6. Limitation of Liability. The Master Trust Agreement dated July 26,
1984, as amended from time to time, establishing the Trust, 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 Trust hereunder shall not be binding upon any of
the shareholders, Trustees, officers, employees or agents of the
Trust, personally, but shall bind only the trust property of the
Trust, as provided in its Master Trust Agreement. The execution and
delivery of this Agreement have been authorized by the Trustees of the
Trust and signed by the President of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as
provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
XXXXX XXXXXXX INVESTMENT COMPANY
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxx, Secretary Xxxxxx X. Xxxxxxx, Xx.
XXXXX XXXXXXX COMPANY
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxx, Secretary Xxxxxx X. Xxxxxxx, Xx.
