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Exhibit 5c
XXXX XXXXXXX WORLD FUND
XXXX XXXXXXX GLOBAL RETAIL FUND
Boston, Massachusetts
September 28, 1994
Xxxx Xxxxxxx Advisers, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Investment Management Contract
Dear Sirs/Madam:
Xxxx Xxxxxxx World Fund (the "Trust") has been organized as a business
trust under the laws of the Commonwealth of Massachusetts to engage in the
business of an investment company. The Trust's shares of beneficial interest may
be classified into series, each series representing the entire undivided
interest in Xxxx Xxxxxxx World Fund - Xxxx Xxxxxxx Freedom Pacific Basin
Equities Xxxx, Xxxx Xxxxxxx Global Rx Fund and Xxxx Xxxxxxx Global Retail Fund
(the "Fund").
The Trustees of the Trust (the "Trustees") have selected Xxxx Xxxxxxx
Advisers, Inc. (the "Adviser") to provide overall investment advice and
management for the Fund and to provide certain other services, as more fully set
forth below, and you are willing to provide such advice, management and services
under the terms and conditions hereinafter set forth. Accordingly, the Trust
agrees with you as follows:
1. Delivery of Documents. The Trust has furnished you with
copies, properly certified or otherwise authenticated, of each of the
following:
(a) Amended and Restated Declaration of Trust of the Trust, dated
February 8, 1994, as amended from time to time (the
"Declaration of Trust").
(b) By-Laws of the Trust as in effect on the date hereof.
(c) Resolutions of the Trustees selecting the Adviser as the
investment adviser for the Trust and the Fund and approving
the form of this Agreement.
(d) Commitments, limitations and undertakings made by the Trust to
state "blue sky" authorities for the purpose of qualifying
shares of the Fund for sale in such states.
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The Trust will furnish you from time to time with copies, properly
certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any.
2. Investment and Management Services. You will use your best
efforts to provide to the Fund continuing and suitable investment
programs with respect to investments, consistent with the investment
policies, objectives and restrictions of the Fund. In the performance
of the Adviser's duties hereunder, subject always (x) to the provisions
contained in the documents delivered to the Adviser pursuant to Section
1, as each of the same may from time to time be amended or
supplemented, and (y) to the limitations set forth in the registration
statement of the Fund as in effect from time to time under the
Securities Act of 1933, as amended, the Adviser will, at its own
expense:
(a) furnish the Fund with advice and recommendations, consistent
with the investment policies, objectives and restrictions of
the Fund, with respect to the purchase, holding and
disposition of portfolio securities;
(b) advise the Fund in connection with policy decisions to be made
by the Trustees or any committee thereof with respect to such
Fund's investment and, as requested, furnish the Fund with
research, economic and statistical data in connection with the
Fund's investments and investment policies;
(c) provide administration of the day-to-day investment operations
of the Fund;
(d) submit such reports relating to the valuation of the Fund's
securities as the Trustees may reasonably request;
(e) assist the Fund in any negotiations relating to its
investments with issuers, investment banking firms, securities
brokers or dealers and other institutions or investors;
(f) consistent with provisions of Section 7 of this Agreement,
place orders for the purchase, sale or exchange of portfolio
securities with brokers or dealers selected by you, provided
that in connection with the placing of such orders and the
selection of such brokers or dealers you shall seek to obtain
execution and pricing within the policy guidelines determined
by the Trustees and set forth in the Prospectus and Statement
of Additional information of the Fund as in effect from time
to time;
(g) provide office space and equipment and supplies, the use of
accounting equipment when required, and necessary executive,
clerical and secretarial personnel for the administration of
the affairs of the Fund;
(h) from time to time or at any time requested by the Trustees,
make reports to the Trust of your performance of the foregoing
services and furnish advice and recommendations with respect
to other aspects of the business and affairs of the Fund;
(i) maintain and preserve the records required by the Investment
Company Act of 1940, as amended, to be maintained and
preserved by the Trust on behalf of the Fund (you agree that
such records are the property of the Trust and will be
surrendered to the Trust promptly upon request therefor);
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(j) obtain and evaluate such information relating to economies,
industries, businesses, securities markets and securities as
you may deem necessary or useful in the discharge of your
duties hereunder;
(k) oversee and use your best efforts to assure the performance
of, the activities and services of the custodian, transfer
agent and other similar agents retained by the Trust; and
(l) give instructions to the Fund's custodian as to deliveries of
securities to and from such custodian and transfer of payments
of cash for the account of the Fund.
3. Expenses of the Fund. You will pay:
(a) the compensation and expenses of all officers and employees of
the Fund;
(b) the expenses of office, rent, telephone and other utilities,
office furniture, equipment, supplies and other office
expenses of the Fund;
(c) any other expenses incurred by you in connection with the
performance of your duties hereunder; and
(d) premiums for such insurance as may be agreed upon be you and
the Trustees.
4. Expenses of the Trust or the Fund Not Paid by You. You will
not be required to pay any expenses which this Agreement does not
expressly make payable by you. In particular, and without limiting the
generality of the foregoing but subject to the provisions of Section 3,
you will not be required to pay:
(a) any and all expenses, taxes and governmental fees incurred by
the Trust or the Fund prior to the effective date of the
Trust's Post Effective Amendment No. 7.
(b) without limiting the generality of the foregoing clause (a),
the expenses of organizing the Fund (including without
limitation legal, accounting and auditing fees and expenses
incurred in connection with the matters referred to in this
clause (b), of initially registering the shares of the Fund
under the Securities Act of 1933, as amended, and of
qualifying the shares for sale under state securities laws for
the initial offering and sale of shares;
(c) the compensation and expenses of Trustees who are not
interested persons (as used in this Agreement such term shall
have the meaning specified in the Investment Company Act of
1940, as amended) of you, and of independent advisers,
independent contractors, consultants, managers and other
unaffiliated agents employed by the Trust or the Fund other
than through you;
(d) legal, accounting and auditing fees and expenses of the Trust
or the Fund;
(e) the fees or disbursements of custodians and depositories of
the Fund's assets, transfer agents, disbursing agents, plan
agents and registrars;
(f) taxes and governmental fees assessed against the Trust's or
the Fund's assets and payable by the Trust;
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(g) the cost of preparing and mailing dividends, distributions,
reports, notices and proxy materials to shareholders of the
Fund;
(h) brokers' commissions and underwriting fees; and
(i) the expense of periodic calculations of the net asset value of
the shares of the Fund.
5. Compensation of the Adviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by you as herein
provided, the Fund will pay you monthly, a fee at the annual rate of
.80% of the average daily net asset value of the Fund during such month
which does not exceed $250,000,000 and 0.70% of the portion, if any, of
the average daily net asset value of the Fund during such month that is
in excess of $250,000,000.
In the event normal operating expenses of the Fund, exclusive
of certain expenses prescribed by state law, are in excess of any
limitation imposed by a state where the Fund is registered to sell
shares of beneficial interest, the fee payable to the Adviser will be
reduced to the extent of such excess and the Adviser will make any
arrangements necessary to eliminate any remaining excess expenses.
7. Avoidance of Inconsistent Position. In connection with
purchases or sales of portfolio securities for the account of the Fund,
neither your nor any investment management subsidiary of yours, nor any
of your or their directors, officers or employees will act as principal
or agent or receive any commission. If any occasion shall arise in
which you advise persons concerning the shares of the Trust, you will
act solely on your own behalf and not in any way on behalf of the Trust
or the Fund.
8. No Partnership or Joint Venture. The Trust, the Fund, and you
are not partners of or joint ventures with each other and nothing
herein shall be construed so as to make them such partners or joint
ventures or impose any liability as such on any of them.
9. Name of the Trust and Fund. The Trust and the Funds may use
the name "Xxxx Xxxxxxx" or any name derived from or similar to the name
"Xxxx Xxxxxxx Advisers, Inc." or "Xxxx Xxxxxxx Mutual Life Insurance
Company" only for so long as this Agreement remains in effect. At such
time as this Agreement shall no longer be in effect, the Trust and the
Fund will (to the extent they lawfully can) cease to use such a name or
any other name indicating that the Fund is advised by or otherwise
connected with you. The Trust acknowledges that it has adopted the name
"Xxxx Xxxxxxx World Fund" and the Fund has adopted the name "Xxxx
Xxxxxxx Global Retail Fund" through permission of Xxxx Xxxxxxx Mutual
Life Insurance Company, a Massachusetts insurance company, and agrees
that Xxxx Xxxxxxx Mutual Life Insurance Company reserves to itself and
any successor to its business the right to grant the non-exclusive
right to use the names "Xxxx Xxxxxxx" or any similar name to any other
corporation or entity, including but not limited to any investment
company of which Xxxx Xxxxxxx Mutual Life Insurance Company or any
subsidiary or affiliate thereof or any successor to the business of any
thereof shall be the investment adviser.
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10. Limitation of Liability of the Adviser. You shall not be
liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on your part in the
performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though
also employed by you, who may be or become an employee of and paid by
the Trust or the Fund shall be deemed, when acting within the scope of
his employment by the Trust or the Fund, to be acting in such
employment solely for the Trust or the Fund and not as your employee or
agent.
11. Duration and Termination of this Agreement. This Agreement
shall remain in force until the second anniversary of the date upon
which this Agreement was executed by the parties hereto, and from year
to year thereafter, but only so long as such continuance is
specifically approved at least annually by (a) a majority of the
Trustees who are not interested persons of you or (other than as
trustees) of the Trust, cast in person at a meeting called for the
purpose on voting on such approval, and (b) either (i) the Trustees of
(ii) a majority of the outstanding voting securities of the Fund. This
Agreement may, on 60 days' written notice, be terminated at any time
without the payment of any penalty by the Trust or the Fund by vote of
a majority of the outstanding voting securities of the Fund, or by you.
Termination of this Agreement with respect to the Fund shall not be
deemed to terminate or otherwise invalidate any provisions of any
contract between you and any other series of the Trust. This Agreement
shall automatically terminate in the event of its assignment. In
interpreting the provisions of this Section 11, the definitions
contained in Section 1(a) of the Investment Company Act of 1940, as
amended (particularly the definitions of "assignment," "interested
person" or "voting security"), shall be applied.
12. Amendment of this Agreement. No provision of this agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought, and no
amendment, transfer, assignment, sale, hypothecation or pledge of this
Agreement shall be effective until approved by (a) the Trustees,
including a majority of the Trustees who are not interested persons of
you or (other than as Trustees) of the Trust or the Fund, cast in
person at a meeting called for the purpose of voting on such approval,
and (b) a majority of the outstanding voting securities of the Fund, as
defined in the Investment Company Act of 1940, as amended.
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13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name Xxxx Xxxxxxx World Fund is the designation
of the Trustees under Amended and Restated Declaration of Trust, dated February
8, 1994, as amended from time to time. The Declaration of Trust has been filed
with the Secretary of State of the Commonwealth of Massachusetts. The
obligations of the Trust and the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees, shareholders,
officers, employees or agents of the Trust or the Fund, but only the Fund's
property shall be bound. The Fund shall not be liable for the obligations of any
other series of the Trust.
Yours very truly,
XXXX XXXXXXX WORLD FUND
--on behalf of
Xxxx Xxxxxxx Global Retail Fund
By: /s/ Xxxxxx X. Xxxxxxxx
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President
The foregoing contract is hereby agreed
to as of the date hereof.
XXXX XXXXXXX ADVISERS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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President
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