INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of November, 1985 by and between
XXXXXX MONEY MARKET FUND, a Massachusetts business trust (the
"Fund"), and XXXXXX FINANCIAL SERVICES, INC., a Delaware
corporation (the "Adviser").
WHEREAS, the Fund is an open-end, diversified management
investment company registered under the Investment Company
Act of 1940, the shares of beneficial interest ("Shares") of
which are registered under the Securities Act of 1933; and
WHEREAS, the Fund is authorized to issue Shares in separate
series with each such series representing the interests in a
separate portfolio of securities and other assets; and
WHEREAS, the Fund intends initially to offer Shares in one
portfolio, the Money Market Securities Portfolio, such
portfolio (the "Initial Portfolio"), together with any other
Fund portfolios which may be established later and served by
the Adviser hereunder, being herein referred to collectively
as the "Portfolios" and individually referred to as a
"Portfolio"; and
WHEREAS, the Fund desires at this time to retain the Adviser
to render investment advisory and management services to the
Initial Portfolio, and the Adviser is willing to render such
services;
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties
hereto as follows:
1. The Fund hereby employs the Adviser to act as the
investment adviser for the Initial Portfolio and other
Portfolios hereunder and to manage the investment and
reinvestment of the assets of each such Portfolio in
accordance with the applicable investment objectives and
policies and limitations, and to administer their affairs to
the extent requested by and subject to the supervision of the
Board of Trustees of the Fund for the period and upon the
terms herein set forth. The investment of funds shall be
subject to all applicable restrictions of the Agreement and
Declaration of Trust and By-Laws of the Fund as may from time
to time be in force.
The Adviser accepts such employment and agrees during such
period to render such services, to furnish office facilities
and equipment and clerical, bookkeeping and administrative
services for the Fund, to permit any of its officers or
employees to serve without compensation as trustees or
officers of the Fund if elected to such positions and to
assume the obligations herein set forth for the compensation
herein provided. The Adviser shall for all purposes herein
provided be deemed to be an independent contractor and,
unless otherwise expressly provided or authorized, shall have
no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund. It is understood
and agreed that the Adviser, by separate agreements with the
Fund, may also serve the Fund in other capacities.
2. In the event that the Fund establishes one or more
portfolios other than the Initial Portfolio with respect to
which it desires to retain the Adviser to render investment
advisory and management services hereunder, it shall notify
the Adviser in writing. If the Adviser is willing to render
such services, it shall notify the Fund in writing whereupon
such portfolio or portfolios shall become a Portfolio or
Portfolios hereunder.
3. For the services and facilities described in Section 1,
the Fund will pay to the Adviser at the end of each calendar
month, an investment management fee computed by applying the
following annual rate to the combined average daily net
assets of the Portfolio:
Annual Rate Average Daily Net Assets
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.50 of 1% on the first $215 million
.375 of 1% on the next $335 million
.30 of 1% on the next $250 million
.25 of 1% on average net assets
over $800 million
The fee as computed above shall be allocated to each
Portfolio based upon the relative average daily net assets of
each Portfolio managed by the Adviser.
If expenses borne by the Portfolio which the Adviser manages
in any fiscal year (including the Adviser's fee, but
excluding interest, taxes, fees incurred in acquiring and
disposing of portfolio securities and, to the extent
permitted, extraordinary expenses), exceed 1 1/2% of average
daily net assets of the Portfolio sup to $30,000,000 and 1%
of average daily net assets of the Portfolios over
$30,000,000, the Adviser will reduce its fee or reimburse the
Fund for any excess. The expense limitation guarantee shall
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be allocated to each Portfolio upon a fee reduction or
reimbursement based upon the relative average daily net
assets of each Portfolio. If for any month the expenses of
the Portfolios properly chargeable to the income account
shall exceed 1/12 of the percentage of daily net assets
allowable as expenses, the payment to the Adviser for that
month shall be reduced, and, if necessary, the Adviser shall
make a refund payment to the Fund so that the total net
expense will not exceed such percentage. As of the end of
the Fund's fiscal year, however, the foregoing computations
and payments shall be readjusted so that the aggregate
compensation payable to the Adviser for the year is equal to
the percentage set forth herein of the average daily net
assets as determined as described herein throughout the
fiscal year, diminished to the extent necessary so that the
total of said expense item shall not exceed the expense
limitation. The aggregate of repayments, if any, by the
Adviser to the Fund for the year shall be the amount
necessary to limit the said net expense to said percentage.
The net asset value of each Portfolio shall be calculated in
accordance with the provisions of the Fund's prospectus or at
such other time or times as the trustees may determine in
accordance with the provisions of the Investment Company Act
of 1940. On each day when net asset value is not calculated
the net asset value of a Share of a Portfolio shall be deemed
to be the net asset value of such a Share as of the close of
business on the last day on which such calculation was made
for the purpose of the foregoing computation.
For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate
proration on the basis of the number of days that the
Agreement is in effect during the month and year,
respectively. The services of the Adviser to the Fund under
this Agreement are not to be deemed exclusive, and the
Adviser shall be free to render similar services or other
services to others so long as its services hereunder are not
impaired thereby.
4. In addition to the fee of the Adviser, the Fund shall
assume and pay any expenses for services rendered by a
custodian for the safekeeping of the Fund's securities or
other property, for keeping its books of account, for any
other charges of the custodian and for calculating the net
asset value of the Fund as provided in the Prospectus of the
Fund. The Adviser shall not be required to pay and the Fund
shall assume and pay the charges and expenses of its
operations, including compensation of the trustees (other
than those affiliated with the Adviser), charges and expenses
of independent auditors, of legal counsel, of any transfer or
dividend disbursing agent or any registrar of the Fund, costs
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of acquiring and disposing of portfolio securities, interest,
if any, on obligations incurred by the Fund, costs of share
certificates and of reports, membership dues in the
Investment Company Institute or any similar organization,
costs of reports and notices to shareholders, other like
miscellaneous expenses and all taxes and fees payable to
federal, state or other governmental agencies on account of
the registration of securities issued by the Fund, filing of
corporate documents or otherwise. The Fund shall not pay or
incur any obligation for any management or administrative
expenses for which the Fund intends to seek reimbursement
from the Adviser as herein provided without first obtaining
the written approval of the Adviser. The Adviser shall
arrange, if desired by the Fund, for officers or employees of
the Adviser to serve, without compensation from the Fund, as
trustees, officers or agents of the Fund if duly elected or
appointed to such positions and subject to their individual
consent and to any limitations imposed by law.
5. Subject to applicable statutes and regulations, it is
understood that trustees, officers or agents of the Fund are
or may be interested in the Adviser as officers, directors,
agents, shareholders or otherwise, and that the officers,
directors, shareholders and agents of the Adviser may be
interested in the Fund otherwise than as a trustee, officer
or agent.
6. The Adviser shall not be liable for any error of
judgment or of law, or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Adviser in the
performance of its obligations and duties, or by reason of
its reckless disregard of its obligations and duties under
this Agreement.
7. This Agreement shall become effective on the date hereof
and shall remain in full force until December 1, 1986, unless
sooner terminated as hereinafter provided. This Agreement
shall continue in force from year to year thereafter, but
only as long as such continuance is specifically approved at
least annually for each Portfolio in the manner required by
the Investment Company Act of 1940; provided, however, that
if the continuation of this Agreement is not approved for a
Portfolio, the Adviser may continue to serve in such capacity
for such Portfolio in the manner and to the extent permitted
by the Investment Company Act of 1940 and the rules and
regulations thereunder.
This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the
payment of any penalty with respect to any or all Portfolios
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by the Fund or by the Adviser on sixty (60) days written
notice to the other party. The Fund may effect termination
with respect to any Portfolio by action of the Board of
Trustees or by vote of a majority of the outstanding shares
such Portfolio, accompanied by appropriate notice.
This Agreement may be terminated with respect to any
Portfolio at any time without the payment of any penalty by
the Board of Trustees or by vote of a majority of the
outstanding Shares of such Portfolio in the event that it
shall have been established by a court of competent
jurisdiction that the Adviser or any officer or director of
the Adviser has taken any action which results in a breach of
the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of
the Adviser to receive payments on any unpaid balance of the
compensation described in Section 3 earned prior to such
termination.
8. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
9. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the
other party at such address as such other party may designate
for the receipt of such notice.
10. All parties hereto are expressly put on notice of the
Xxxxxx Money Market Fund Agreement and Declaration of Trust
dated August 9, 1985 and all amendments thereto, all of which
are on file with the Secretary of The Commonwealth of
Massachusetts, and the limitation of shareholder and trustee
liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives
as such representatives and not individually, and the
obligations of the Fund hereunder are not binding upon any of
the trustees, officers, or shareholders of the Fund
individually but are binding upon only the assets and
property of the Fund. With respect to any claim by the
Adviser for recovery of that portion of the investment
management fee (or any other liability of the Fund arising
hereunder) allocated to a particular Portfolio, whether in
accordance with the express terms hereof or otherwise, the
Adviser shall have recourse solely against the assets of that
Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such purpose.
11. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 10 hereof
which shall be construed in accordance with the laws of The
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Commonwealth of Massachusetts) the laws of the State of
Illinois.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed as of the day and year first above
written.
XXXXXX MONEY MARKET FUND
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
President
Attest: /s/ Xxxxxx X. Xxxxxx
---------------------------
Vice President
XXXXXX FINANCIAL SERVICES, INC.
By /s/ Xxxxxx X. Xxxxxxx
------------------------------
Senior Vice President
Attest: /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------
Assistant Secretary
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