Exhibit D
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into this ____ day of _______, 1999 between Xxxxx
Street Funds, Inc., a Maryland corporation ("MSF"), and Northwestern Mutual
Investment Services, LLC, a Wisconsin limited liability company ("NMIS") (NMIS
being hereinafter referred to as the "Manager").
WHEREAS, MSF is a series company as contemplated by the Investment Company
Act of 1940 and currently has eleven series, each of which is represented by a
separate class of capital stock, and two of which are subject to this agreement:
Small Cap Growth Stock Fund and Index 400 Stock Fund (the "Funds"); and
WHEREAS, MSF and Manager wish to enter into an agreement setting forth the
terms on which the Manager will perform certain services for MSF and the Funds.
NOW, THEREFORE, it is mutually agreed as follows:
1. MSF hereby employs the Manager to manage the investment and
reinvestment of the assets of each Fund, to determine the composition of the
assets of each Fund, including the purchase, retention or sale of the securities
and cash contained in the Fund, subject to the supervision of the Board of
Directors of MSF, for the period and on the terms in this Agreement set forth.
The Manager will perform its duties in accordance with the investment objectives
and policies of each Fund as stated in MSF's Articles of Incorporation, By-laws
and Registration Statement and amendments thereto filed with the Securities and
Exchange Commission and in resolutions adopted by MSF's Board of Directors. The
Manager hereby accepts such employment and agrees during such period, at its own
expense, to render the services and to assume the obligations herein set forth,
for the compensation herein provided. The Manager shall for all purposes herein
be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent MSF in any way or otherwise be deemed an agent of MSF.
2. The Manager assumes and shall pay for expenses not hereinafter assumed
by the Funds that are incurred by the Manager in connection with the management
of the investment and reinvestment of the assets of the Funds. Expenses to be
paid by the Funds include, but are not limited to, the following expenses
relating to the establishment, operation and affairs of the Funds: (i) expenses
of maintaining the Fund and continuing its existence, (ii) registration of the
Fund under the Investment Company Act, (iii) auditing and outside professional
expenses, (iv) taxes and interest, (v) governmental fees, (vi) expenses
related to issue, sale, repurchase and redemption of Fund shares, (vii)
expenses of registering and qualifying the Fund and its shares under federal and
state securities laws and of preparing and printing prospectuses for such
purposes and for distributing the same to shareholders and investors, (viii)
expenses of reports and notices to shareholders and of meetings of shareholders
and proxy solicitations therefor (ix) expenses of reports to governmental
officers and commissions, (x) insurance expenses, (xi) association membership
dues, (xii) fees, expenses and disbursements of custodians for all services to
the Fund, (xiii) expenses for servicing shareholder accounts, including
transfer agent fees, (xiv) fees paid to pricing services for the pricing of
Fund securities, (xv) fees paid to the Funds' administrator under an
administrative services agreement, (xvi) fees paid for accounting services,
(xvii) fees paid to Standard and Poor's Corporation for the use of trademarks
by MSF and the Funds, (xviii) fees paid to the directors of MSF for their
services to MSF and the Funds, (xix) broker's commissions and issue and
transfer taxes, chargeable to the Fund in connection with securities
transactions to which the Fund is a party, (xx) organizational expenses of MSF
and the Funds, (xxi) any direct charges to shareholders approved by the
Directors of MSF who are not "interested persons" of MSF, and xxii) such
nonrecurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of MSF to indemnify its
Directors and officers with respect thereto.
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In connection with purchases or sales of portfolio securities for the
account of each Fund, neither the Manager nor any of its directors, officers or
employees will act as a principal or receive any commission as agent.
The services of the Manager to each Fund hereunder are not to be deemed
exclusive, and the Manager shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
3. For the services to be rendered and the charges and expenses assumed
and to be paid by the Manager as provided in paragraph 2 hereof, each Fund shall
pay to the Manager compensation at the annual rate of the percentage of the
current value of the net assets of the Fund as set forth below:
Fund Fee
---- ---
Small Cap Growth Stock 0.85%
Index 400 Stock 0.40%
Such compensation shall be payable at such intervals, not more frequently
than monthly and not less frequently than quarterly, as the Board of Directors
of MSF may from time to time determine and specify in writing to the Manager.
Such compensation shall be calculated on the basis of the aggregate of the
averages of all the valuations of the net assets of the Fund made as of the
close of business on each valuation day during the period for which such
compensation is paid.
Such compensation shall be charged to the Fund on each valuation day. The
amount of the compensation will be deducted on each valuation day from the value
of the Fund prior to determining the Fund's net asset value for the day and
shall be transmitted or credited to the Manager.
4. MSF shall cause the books and accounts of each Fund to be audited at
least once each year by a reputable independent public accountant or
organization of public accountants who shall render a report to MSF.
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5. Subject to the Articles of Incorporation of MSF and of the Manager
respectively, it is understood that directors, officers, employees, agents and
stockholders of MSF are or may be interested in the Manager (or any successor
thereof) as directors, officers, employees, agents, or stockholders, or
otherwise, that directors, officers, agents and stockholders of the Manager are
or may be interested in MSF as directors officers, employees, agents or
stockholders or otherwise, that the Manager (or any successor) is or may be
interested in MSF as a stockholder or otherwise.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of obligations or duties hereunder on the part of the Manager
or its corporate affiliates, the Manager and its corporate affiliates shall not
be subject to liability to either Fund 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. No provision of
this Agreement shall be construed to protect the Manager and its corporate
affiliates from liability in violation of section 17(i) of the Investment
Company Act of 1940.
7. This Agreement shall continue in effect so long as its continuance is
specifically approved at least annually by the vote of a majority of those
directors of MSF who are not parties to the Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval and by either a majority of the Board of Directors of MSF or a
majority of the outstanding voting securities of each Fund (as defined in the
Investment Company Act of 1940). Shareholder approval shall be effective with
respect to any Fund vote for the approval, notwithstanding that a majority of
the outstanding voting securities of MSF or of the other Fund have not voted for
approval.
This Agreement may at any time be terminated without the payment of any
penalty either by vote of the Board of Directors of MSF or by vote of the
majority of the voting securities of either Fund, on sixty days' written notice
to the Manager. This Agreement may also be
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terminated by the Manager on ninety days' written notice to MSF. This Agreement
shall immediately terminate in the event of its assignment (as defined in the
Investment Company Act of 1940). 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.
8. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of MSF shall have been approved,
with respect to any Fund, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the Investment Company Act of 1940) as
provided in paragraph 7, if such vote is required by the Investment Company Act
of 1940.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
Attest: XXXXX STREET FUNDS, INC.
By
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Xxxxxxx X. Xxxxxxxx, Secretary Xxxxx X. Xxxxxxx, President
Attest: NORTHWESTERN MUTUAL INVESTMENT
SERVICES, INC.
By
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Xxxxxxx X. Xxxxxxxx, Secretary Xxxxxxx X. Xxxx, President
Document #120226
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