INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, made this 31st day of October, 2000, by and
between XXXXXXX ASSET MANAGEMENT COMPANY, INC., a Delaware corporation having
its principal place of business in Bethesda, Maryland (the "Advisor"), and
XXXXXXX IMPACT FUND, INC., a Maryland corporation (the "Corporation"), both
having their principal place of business at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxx.
WHEREAS, the Corporation is registered as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), for the purpose of
investing and reinvesting its assets in securities, as set forth in its Articles
of Incorporation, its By-laws and its registration statements under the 1940 Act
and the Securities Act of 1933 (the "1933 Act"), as amended; and the
Corporation, offering separate series (each a "Fund"), desires to avail itself
of the services, information, advice, assistance and facilities of an investment
advisor and to have an investment advisor perform for it various investment
advisory, research services and other management services; and
WHEREAS, the Advisor is an investment advisor registered under the
Investment Advisers Act of 1940, as amended, and is engaged in the business of
rendering management, and investment advisory services to investment companies
and desires to provide such services to the Corporation;
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. Employment of the Advisor. The Corporation hereby employs the Advisor to
manage the investment and reinvestment of the Corporation assets, as shown on
Schedule A, and subject to the control and direction of the Corporation's Board
of Directors, for the period and on the terms hereinafter set forth. The Advisor
hereby accepts such employment and agrees during such period to render the
services and assume the obligations in return for the compensation provided
herein. The Advisor shall for all purposes herein be deemed to be an independent
contractor and shall, except as expressly provided or authorized (whether herein
or otherwise), have no authority to act for or represent the Corporation in any
way or otherwise be deemed an agent of the Corporation.
2. Obligations of and Services to be Provided by the Advisor. The Advisor
undertakes to provide the following services and to assume the following
obligations:
a. The Advisor shall manage the investment and reinvestment of the
Corporation's assets, subject to and in accordance with the investment
objectives and policies of the Corporation and the social screening criteria as
stated in the registration statement, and any directions which the Corporation's
Board of Directors may issue from time to time. In pursuance of the foregoing,
the Advisor shall make all determinations with respect to the investment of the
Corporation's assets and the purchase and sale of portfolio securities and shall
take such steps as may be necessary to implement the same. Such determination
and services shall also include determining the manner in which voting rights,
rights to consent to corporate action, any other rights pertaining to the
Corporation's portfolio securities shall be exercised. The Advisor shall render
regular reports to the Corporation's Board of Directors concerning the
Corporation's investment activities.
b. The Advisor shall, in the name of the Corporation on behalf of the
Corporation, place orders for the execution of the Corporation's portfolio
transactions, in accordance with the policies set forth in the Corporation's
current registration statements under the 1940 Act and the 1933 Act. In
connection with the placement of orders for the execution of the Corporation's
portfolio transactions the Advisor shall create and maintain all necessary
brokerage records of the Corporation in accordance with all applicable laws,
rules and regulations, including but not limited to, records required by Section
31(a) of the 1940 Act. All records shall be the property of the Corporation and
shall be available for inspection and use by the SEC, the Corporation or any
person retained by the Corporation. Where applicable, such records shall be
maintained by the Advisor for the periods and the places required by Rule 31a-2
under the 1940 Act.
c. The Advisor shall bear its expenses of providing services to the
Corporation pursuant to this Agreement except such expenses as are undertaken by
the Corporation. In addition, the Advisor shall pay the salaries and fees of all
Directors and executive officers who are employees of the Advisor or its
affiliates ("Advisor Employees").
d. In providing the services and assuming the obligations set forth herein,
the Advisor may, at its own expense, employ one or more Subadvisors, as approved
by the Board of Directors.
e. The Advisor is responsible for screening investments to determine that
they meet the Fund's social investment screening criteria, as may be amended
from time to time with the approval of the Board.
3. Expenses of The Corporation. The Corporation shall pay all expenses other
than those expressly assumed by the Advisor herein, which expenses payable by
the Corporation shall include, but are not limited to:
a. Fees to the Advisor as provided herein;
b. Legal and audit expenses;
c. Fees and expenses related to the registration and qualification of the
Corporation and its shares for distribution under federal and state securities
laws;
d. Expenses of the administrative services agent, transfer agent, registrar,
custodian, dividend disbursing agent and shareholder servicing agent;
e. Any telephone charges associated with shareholder servicing or the
maintenance of the Funds or Corporation;
f. Salaries, fees and expenses of Directors and executive officers of the
Corporation, other than Advisor Employees;
g. Taxes and corporate fees levied against the Corporation;
h. Brokerage commissions and other expenses associated with the purchase and
sale of portfolio securities for the Corporation;
i. Expenses, including interest, of borrowing money;
j. Expenses incidental to meetings of the Corporation's shareholders and the
maintenance of the Corporation's organizational existence;
k. Expenses of printing stock certificates representing shares of the
Corporation and expenses of preparing, printing and mailing notices, proxy
material, reports to regulatory bodies and reports to shareholders of the
Corporation;
l. Expenses of preparing and typesetting of prospectuses of the Corporation;
m. Expenses of printing and distributing prospectuses to shareholders of the
Corporation;
n. Association membership dues;
o. Insurance premiums for fidelity and other coverage;
p. Distribution Plan expenses, as permitted by Rule 12b-1 under the 1940 Act
and as approved by the Board; and
q. Such other legitimate Corporation expenses as the Board of Directors may
from time to time determine are properly chargeable to the Corporation.
4. Compensation of Advisor.
a. As compensation for the services rendered and obligations assumed
hereunder by the Advisor, the Corporation shall pay to the Advisor within ten
(10) days after the last day of each calendar month a fee equal on an annualized
basis as shown on Schedule A. Any amendment to the Schedule pertaining to any
new or existing series/Fund shall not be deemed to affect the interest of any
other series/Fund and shall not require the approval of the shareholders of any
other series/Fund.
b. Such fee shall be computed and accrued daily. Upon termination of this
Agreement before the end of any calendar month, the fee for such period shall be
prorated. For purposes of calculating the Advisor's fee, the daily value of the
Corporation's net assets shall be computed by the same method as the Corporation
uses to compute the value of its net assets in connection with the determination
of the net asset value of Corporation shares.
c. The Advisor reserves the right (i) to waive all or part of its fee and
assume expenses of the series/Fund and (ii) to make payments to brokers and
dealers in consideration of their promotional or administrative services.
5. Activities of the Advisor. The services of the Advisor to the Corporation
hereunder are not to be deemed exclusive, and the Advisor shall be free to
render similar services to others. It is understood that Directors and officers
of the Corporation are or may become interested in the Advisor as stockholders,
officers, or otherwise, and that stockholders and officers of the Advisor are or
may become similarly interested in the Corporation, and that the Advisor may
become interested in the Corporation as a shareholder or otherwise.
6. Use of Names. The Corporation shall not use the name of the Advisor in
any prospectus, sales literature or other material relating to the Corporation
in any manner not approved prior thereto by the Advisor; provided, however, that
the Advisor shall approve all uses of its name which merely refer in accurate
terms to its appointment hereunder or which are required by the SEC; and,
provided, further, that in no event shall such approval be unreasonably
withheld. The Advisor shall not use the name of the Corporation or any
Corporation in any material relating to the Advisor in any manner not approved
prior thereto by the Corporation; provided, however, that the Corporation shall
approve all uses of its name which merely refer in accurate terms to the
appointment of the Advisor hereunder or which are required by the SEC; and,
provide, further, that in no event shall such approval be unreasonably withheld.
7. Liability of the Advisor. Absent willful misfeasance, bad faith, gross
negligence, or reckless disregard of obligations or duties hereunder on the part
of the Advisor, the Advisor shall not be subject to liability to the Corporation
or to any shareholder of the Corporation for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security.
8. Force Majeure. The Advisor shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdowns
beyond its control, the Advisor shall take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
9. Renewal, Termination and Amendment. This Agreement shall continue in
effect with respect to the Corporation, unless sooner terminated as hereinafter
provided, through December 31, 2001, and indefinitely thereafter if its
continuance shall be specifically approved at least annually by vote of the
holders of a majority of the outstanding voting securities of the Corporation or
by vote of a majority of the Corporation's Board of Directors; and further
provided that such continuance is also approved annually by the vote of a
majority of the Directors who are not parties to this Agreement or interested
persons of the Advisor, cast in person at a meeting called for the purpose of
voting on such approval, or as allowed by law. This Agreement may be terminated
at any time, without payment of any penalty, by the Corporation's Board of
Directors or by a vote of the majority of the outstanding voting securities of
the Corporation upon 60 days' prior written notice to the Advisor and by the
Advisor upon 60 days' prior written notice to the Corporation. This Agreement
may be amended at any time by the parties, subject to approval by the
Corporation's Board of Directors and, if required by applicable SEC rules and
regulations, a vote of a majority of the Corporation's outstanding voting
securities. This Agreement shall terminate automatically in the event of its
assignment. The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meaning set forth for such terms in the 1940
Act.
10. Severability. If any provision 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.
11. Miscellaneous. Each party agrees to perform such further actions and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Maryland. The captions in this Agreement
are included for convenience
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
XXXXXXX IMPACT FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Title: Vice President
Xxxxxxx Asset Management Company, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President
Schedule to the Investment Advisory Agreement
between Xxxxxxx Impact Fund, Inc.
and Xxxxxxx Asset Management Company, Inc.
As compensation pursuant to Section 4 of the Investment Advisory Agreement
between Xxxxxxx Asset Management Company, Inc. (the "Advisor") and Xxxxxxx
Impact Fund, Inc., dated October 31, 2000, with respect to the Xxxxxxx Large Cap
Growth Fund, the Advisor is entitled to receive an annual advisory fee, computed
daily and payable monthly, at an annual rate equal to 0.25% of its average daily
net assets.
