Exhibit d (i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of September, 2000 between Xxxxx
Investment Corp., a Virginia corporation having its principal place of business
in Richmond, Virginia, (the "Adviser"), and Xxxxx Funds, a Massachusetts
business trust having its principal place of business in Pittsburgh,
Pennsylvania (the "Trust").
WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended, and is
registered as such with the Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each of
the portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the direction of the
Trustees, Adviser shall provide investment research and supervision of the
investments of the Funds and conduct a continuous program of investment
evaluation and of appropriate sale or other disposition and reinvestment of
each Fund's assets.
2. Adviser, in its supervision of the investments of each of the Funds
will be guided by each of the Fund's investment objective and policies and the
provisions and restrictions contained in the and By-Laws of the Trust and as
set forth in the Registration Statements and exhibits as may be on file with
the Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own expenses and
its allocable share of Trust expenses, including, without limitation, the
expenses of organizing the Trust and continuing its existence; fees and
expenses of Trustees and officers of the Trust; fees for investment advisory
services and administrative personnel and services; expenses incurred in the
distribution of its shares ("Shares"), including expenses of administrative
support services; fees and expenses of preparing and printing its Registration
Statements under the Securities Act of 1933 and the Investment Company Act of
1940, as amended, and any amendments thereto; expenses of registering and
qualifying the Trust, the Funds, and Shares of the Funds under federal and
state laws and regulations; expenses of preparing, printing, and distributing
prospectuses (and any amendments thereto) to shareholders; interest expense,
taxes, fees, and commissions of every kind; expenses of issue (including cost
of Share certificates), purchase, repurchase, and redemption of Shares,
including expenses attributable to a program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing and mailing costs,
auditing, accounting, and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefore; insurance expenses; association
membership dues and such nonrecurring items as may arise, including all losses
and liabilities incurred in administering the Trust and the Funds. Each Fund
will also pay its allocable share of such extraordinary expenses as may arise
including expenses incurred in connection with litigation, proceedings, and
claims and the legal obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services rendered
to each Fund by Adviser hereunder, the fees set forth in the exhibits attached
hereto.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of
one or more of the Funds) to the extent that any Fund's expenses exceed such
lower expense limitation as the Adviser may, by notice to the Fund, voluntarily
declare to be effective.
7. This Contract shall begin for each Fund as of the date of execution
of the applicable exhibit and shall continue in effect with respect to each
Fund presently set forth on an exhibit (and any subsequent Funds added pursuant
to an exhibit during the initial term of this Contract) for two years from the
date of this Contract set forth above and thereafter for successive periods of
one year, subject to the provisions for termination and all of the other terms
and conditions hereof if: (a) such continuation shall be specifically approved
at least annually by the vote of a majority of the Trustees of the Trust,
including a majority of the Trustees who are not parties to this Contract or
interested persons of any such party cast in person at a meeting called for
that purpose; and (b) Adviser shall not have notified a Fund in writing at
least sixty (60) days prior to the anniversary date of this Contract in any
year thereafter that it does not desire such continuation with respect to that
Fund. If a Fund is added after the first approval by the Trustees as described
above, this Contract will be effective as to that Fund upon execution of the
applicable exhibit and will continue in effect until the next annual approval
of this Contract by the Trustees and thereafter for successive periods of one
year, subject to approval as described above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Trustees of the Trust or by a vote of the shareholders of that
Fund on sixty (60) days' written notice to Adviser.
9. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment. Adviser may employ or
contract with such other person, persons, corporation, or corporations at its
own cost and expense as it shall determine in order to assist it in carrying
out this Contract.
10. In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the obligations or duties under this Contract on the
part of Adviser, Adviser shall not be liable to the Trust or to any of the
Funds or to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust including a majority of the Trustees who
are not parties to this Contract or interested persons of any such party to
this Contract (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose, and, where required by Section 15(a)(2) of the Act, on
behalf of a Fund by a majority of the outstanding voting securities of such
Fund as defined in Section 2(a)(42) of the Act.
12. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Adviser agrees to submit any proposed sales literature for the Trust (or any
Fund) or for itself or its affiliates which mentions the Trust (or any Fund) to
the Trust's distributor for review and filing with the appropriate regulatory
authorities prior to the public release of any such sales literature, provided,
however, that nothing herein shall be construed so as to create any obligation
or duty on the part of the Adviser to produce sales literature for the Trust
(or any Fund). The Trust agrees to cause its distributor to promptly review all
such sales literature to ensure compliance with relevant requirements, to
promptly advise Adviser of any deficiencies contained in such sales literature,
to promptly file complying sales literature with the relevant authorities, and
to cause such sales literature to be distributed to prospective investors in
the Trust.
13. The execution and delivery of this Contract have been authorized by
the Trustees of the Trust and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, and
the obligations of this Contract are not binding upon any of the Trustees or
shareholders of the Trust, but bind only the appropriate property of the Fund,
as provided in the Declaration of Trust.
14. The parties hereto acknowledge that Xxxxx Bank, N.A., has reserved
the right to grant the non-exclusive use of the name Xxxxx Funds or any
derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor or other business enterprise, and to
withdraw from the Trust and one or more of the Funds the use of the name Xxxxx
Funds. The name Xxxxx Funds will continue to be used by the Trust and each
Fund so long as such use is mutually agreeable to Xxxxx Bank, N.A. and the
Trust.
16. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
17. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT A
Xxxxx Prime Money Market Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .50 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .50 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT B
Xxxxx U.S. Treasury Money Market Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .50 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .50 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT C
Xxxxx U.S. Government Securities Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .75 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .75 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT X
Xxxxx Stock Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .75 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .75 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT E
Xxxxx Small Company Stock Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .80 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .80 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT F
Xxxxx Large Cap Growth Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .75 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .75 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT G
Xxxxx Bond Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .75 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .75 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT H
Xxxxx Intermediate Tax Free Bond Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .75 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .75 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT ADVISORY CONTRACT
XXXXX FUNDS
EXHIBIT I
Xxxxx Long Term Tax Free Bond Fund
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .75 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of .75 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
The right of the Adviser as set forth in Paragraph 5 of this Contract to
assume expenses of one or more of the Funds shall also apply as to the
above-named Fund.
Witness the due execution hereof as of this 1st day of September, 2000.
XXXXX INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
XXXXX FUNDS
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
