Exhibit 99(d)(1)
FORM OF INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of ____ first day
of ________, 2001 by and between XXXXXXXXX GLOBAL FUNDS, a Delaware business
trust (the "Trust"), and XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC., a
Delaware corporation (the "Adviser"), which Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute but one instrument.
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940 (the "1940 Act"), the shares of
beneficial interest ("Shares") of which are registered or are to be registered
under the Securities Act of 1933; and
WHEREAS, the Trust 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 Trust currently offers Shares in five portfolios, designated
the Xxxxxxxxx European Opportunities Fund, the Xxxxxxxxx International Emerging
Companies Fund, the Xxxxxxxxx Global Technology Fund, the Xxxxxxxxx Worldwide
Opportunities Fund and the Xxxxxxxxx International Opportunities Fund, herein
referred to as the "Existing Portfolios", together with any other Trust
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 Trust desires at this time to retain the Adviser to render
investment advisory and management services to the Existing Portfolios, and the
Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. Employment; Services. The Trust hereby employs the Adviser to act as
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the adviser for the Existing Portfolios and other Portfolios hereunder and to
manage the investment and reinvestment of the assets of such Portfolios in
accordance with applicable investment objectives, policies and restrictions, and
to administer its affairs to the extent requested by and subject to the
supervision of the Board of Trustees of the Trust for the period and upon the
terms herein set forth. The investments of the Trust shall be subject to all
applicable restrictions of the Declaration of Trust and By-Laws of the Trust 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 Trust, to permit any of its
principals or employees to serve without compensation as trustees or officers of
the Trust 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 Trust in any way or otherwise be
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deemed an agent of the Trust. It is understood and agreed that the Adviser, by
separate agreements with the Trust, may also serve the Trust in other
capacities. Notwithstanding anything in this Agreement to the contrary, the
Adviser may arrange for some investment advisory services to be provided by
another person at the expense of the Adviser; provided that any such arrangement
shall comply with the 1940 Act.
2. Additional Portfolios. In the event that the Trust establishes one or
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more portfolios other than the Existing Portfolios with respect to which it
desires to engage 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 and the Trust and the Adviser agree upon the
advisory fee rates to be payable by such portfolio or portfolios, the Adviser
shall notify the Trust in writing, whereupon such portfolio or portfolios shall
become a Portfolio or Portfolios hereunder.
3. Management Fee. For the services and facilities described in Section
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1, the Trust will pay to the Adviser a management fee based upon an annual
percentage of the average daily net assets of each Portfolio, as follows:
(a) For the Xxxxxxxxx European Opportunities Fund:
_____% of the average daily net assets.
(b) For the Xxxxxxxxx International Emerging Companies Fund:
_____% of the average daily net assets.
(c) For the Xxxxxxxxx Global Technology Fund:
_____% of the average daily net assets.
(d) For the Xxxxxxxxx Worldwide Opportunities Fund:
_____% of the average daily net assets.
(e) For the Xxxxxxxxx International Opportunities Fund:
_____% of the average daily net assets.
The fee payable under this Agreement shall be calculated and accrued for
each business day by applying the appropriate annual rates to the net assets of
the Portfolio as of the close of the preceding business day, and dividing the
sum so computed by the number of business days in the fiscal year. The fee for
a given month shall be paid on the first business day of the following month.
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 Trust 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.
It is agreed that the Adviser may use any supplemental research obtained for
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the benefit of the Trust in providing investment advice to its other investment
advisory accounts or for managing its own or its affiliates accounts.
4. Expenses. In addition to the fee of the Adviser, the Trust shall
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assume and pay expenses for services rendered by a custodian for the safekeeping
of the Trust's securities or other property, for keeping its books for account,
for any other charges of the custodian, and for calculating the net asset value
of the Trust as provided in the prospectus of the Trust. The Adviser shall not
be required to pay and the Trust shall assume and pay the charges and expenses
of its operations, including but not limited to 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 disbursement
agent, any registrar of the Trust, costs of acquiring and disposing of portfolio
securities, interest, if any, on obligations incurred by the Trust, costs of
share certificates and of reports, membership dues in the Investment Company
Institute or any similar organization, reports and notices to shareholders,
stationery, printing, postage, other like miscellaneous expenses and all taxes
and fees payable to federal, state or other government agencies on account of
the registration of securities issued by the Trust, filing of corporate
documents or otherwise. The Trust shall not pay or incur any obligation for any
expenses for which the Trust 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 Trust, for principals or employees
of the Adviser to serve, without compensation from the Trust, as trustees,
officers or agents of the Trust if duly elected or appointed to such positions
and subject to their individual consent and to any limitations imposed by law.
The net asset value for each Portfolio shall be calculated in accordance
with the provisions of the Trust's prospectus or at such other time or times as
the Board of Trustees may determine in accordance with the provisions of the
1940 Act. On each day when the 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 computations.
5. Affiliations. Subject to applicable statutes and regulations, it is
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understood that trustees, officers or agents of the Trust are or may be
interested in the Adviser as principals, agents or otherwise, and that the
principals and agents of the Adviser may be interested in the Trust otherwise
than as a trustee, officer or agent.
6. Limitation of Liability of Adviser. The Adviser shall not be liable
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for any error of judgment or of law or for any loss suffered by the Trust 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. Term; Termination; Amendment. This Agreement shall become effective
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with respect to the Existing Portfolios on the date hereof and shall remain in
full force until ______________, _______, unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from year to year
thereafter with respect to the Existing Portfolios and each other Portfolio to
which the Agreement shall have become applicable, but only so long as such
continuance is specifically approved for each Portfolio at least annually in the
manner
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required by the 1940 Act and the rules and regulations thereunder; 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 1940 Act 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 by the
Trust or by the Adviser on sixty (60) days written notice to the other party.
The Trust may effect termination with respect to any Portfolio by action of the
Board of Trustees or by vote of a majority of the outstanding voting securities
of such Portfolio.
This Agreement may also 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 voting securities 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 principal of the Adviser has taken any action
which results in a breach of the covenants of the Adviser set forth herein.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.
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.
As to each Portfolio of the Trust, this Agreement may be amended only by an
instrument in writing signed by the party against which enforcement of the
amendment is sought. An amendment of this Agreement affecting a Portfolio
hereunder shall not be effective until approved by (i) vote of the holders of a
majority of the outstanding voting securities of the Portfolio; and (ii) a
majority of those Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval.
8. Severability. If any provision of this Agreement shall be held or
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made invalid by a court decision, statute, rule or otherwise, the remainder
shall not be thereby affected.
9. Notice. Any notice under this Agreement shall be in writing,
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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. Applicable Law. This Agreement shall be construed in accordance with
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applicable federal law and the laws of the State of Illinois.
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IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to
be executed as of the day and year first above written.
ATTEST: XXXXXXXXX GLOBAL FUNDS
______________________________ By:______________________________
ATTEST: XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
______________________________ By:______________________________
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