INVESTMENT MANAGEMENT AGREEMENT
[FUND]
[^ date]
XX Xxxxx Securities Corporation
[address]
Dear Sirs:
_______________ (the "Fund"), a corporation organized under the laws of
the State of Maryland, herewith confirms its agreement with XX Xxxxx Securities
Corporation ("XX Xxxxx"), as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Articles of Incorporation, as amended, and in its Prospectuses and Statements of
Additional Information as from time to time in effect, and in such manner and to
such extent as may from time to time be approved by the Board of Directors of
the Fund. Copies of the Fund's Prospectuses, Statements of Additional
Information and Articles of Incorporation, as amended, have been or will be
submitted to XX Xxxxx. The Fund desires to employ and hereby appoints XX Xxxxx
to act as investment manager to its portfolio (the "Portfolio"). XX Xxxxx
accepts the appointment and agrees to furnish the services set forth below for
the compensation set forth below.
2. Services as Investment Manager
Subject to the supervision and direction of the Board of Directors of
the Fund, XX Xxxxx will (a) act in strict conformity with the Fund's Articles of
Incorporation and By-laws, the Investment Company Act of 1940 (the "Act") and
the Investment Advisers Act of 1940, as the same may from time to time be
amended, (b) manage the Portfolio in accordance with the Fund's investment
objective and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect, (c) make general
investment decisions for the Fund including decisions concerning (i) the
specific types of securities to be held by the Fund and the proportion of the
Fund's assets that should be allocated to such investments during particular
market cycles and (ii) the specific issuers whose securities will be purchased
or sold by the Fund, [(iii) the extent to which taxable securities will be
purchased for and held by the Fund, (iv) the appropriate maturity of its
portfolio investments and (v) the appropriate average weighted maturity of its
portfolio in light of current market conditions]* and (d) supply office
facilities (which may be in XX Xxxxx'x own offices); statistical and research
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* Note that the bracketed text is omitted from both the New Advisory
Agreement and the Prior Advisory Agreement for each Fund except the
Tax-Exempt Fund.
data; data processing services; clerical, [accounting and bookkeeping]*
services; internal auditing and legal services; internal executive and
administrative services; stationery and office supplies; preparation of reports
to shareholders of the Fund; preparation of tax returns, reports to and filings
with the Securities and Exchange Commission and state Blue Sky authorities;
calculation of the net asset value of shares of the Fund; and general assistance
in all aspects of the Fund's operations. In providing those services, XX Xxxxx
will supervise the Fund's investments generally and conduct a continual program
of evaluation of the Fund's assets.
In connection with the performance of its duties under this Agreement,
it is understood that XX Xxxxx will from time to time employ or associate with
itself such person or persons as XX Xxxxx may believe to be particularly fitted
to assist it in the performance of this Agreement, it being understood that the
compensation of such person or persons shall be paid by XX Xxxxx and that no
obligation may be incurred on the Fund's behalf in any such respect.^
3. Information Provided to the Fund; Books and Records
(a) XX Xxxxx will keep the Fund informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Fund from time
to time with whatever information XX Xxxxx believes is appropriate for this
purpose.
(b) In compliance with the requirements of Rule 31a-3 under the Act, XX
Xxxxx hereby agrees that all records which it maintains for the Fund are the
property of the Fund and further agrees to surrender promptly to the Fund any of
such records upon the Fund's request.
4. Standard of Care
XX Xxxxx shall exercise its best judgment in rendering the services
listed in paragraph 2 above. XX Xxxxx shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, provided that nothing herein
shall be deemed to protect or purport to protect XX Xxxxx against any liability
to the Fund or to its shareholders to which XX Xxxxx could otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or by reason of XX Xxxxx'x reckless disregard of
its obligations and duties under this Agreement.
Any person, even though also a partner, officer, employee, or agent of
XX Xxxxx, who may be or become a Director, officer, employee or agent of the
Fund, shall be deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting solely for the
Fund and not as a Director, officer, employee, or agent or one under the control
or direction of XX Xxxxx even though paid by it.
5. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Fund will pay XX Xxxxx on the first business day of each month a fee for the
previous month, calculated daily, at the annual rate of __________% of the
Fund's average daily net assets. The fee for the period from the
-------------------
* Note that the bracketed text is omitted from both the New Advisory
Agreement and the Prior Advisory Agreement for the Large Cap Fund.
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date the Fund commences investment operations to the end of the month
during which the Fund commences investment operations shall be prorated
according to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end of a month, the fee for
such part of that month shall be prorated according to the proportion that such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to XX
Xxxxx, the value of the Fund's net assets shall be computed at the times and in
the manner specified in the Fund's Prospectus and the Statement of Additional
Information as from time to time in effect.
6. Expenses
XX Xxxxx will bear all expenses in connection with the performance of
its services under this Agreement. The Fund will bear certain other expenses to
be incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any; fees of directors of the Fund who are not officers or
employees of XX Xxxxx; Securities and Exchange Commission fees and state Blue
Sky qualification fees; management, advisory and administration fees; charges of
custodians and transfer and dividend disbursing agents; [outside accounting and
bookkeeping expenses;]* certain insurance premiums; outside auditing and legal
expenses; costs of maintenance of corporate existence; costs attributable to
investor services, including, without limitation, telephone and personnel
expenses; costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of the shareholders,
officers or Board of Directors of the Fund; and any extraordinary expenses.
7. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of the Fund (including
fees pursuant to this Agreement, but excluding interest, taxes, brokerage
expenses, an applicable portion of distribution expenses and, with the prior
written consent of the appropriate state securities commissions, extraordinary
expenses) exceed the applicable expense limitation of any state having
jurisdiction over the Fund, XX Xxxxx will reimburse the excess expense. XX
Xxxxx'x expense reimbursement obligation will be limited to the amount of its
fees received pursuant to this Agreement, however, XX Xxxxx shall reimburse the
Fund for such excess expenses regardless of the amount of fees paid to it during
such fiscal year to the extent that the securities regulations of any state in
which Fund shares are registered and qualified for sale so require. This expense
reimbursement, if any, will be estimated, reconciled and paid on a monthly
basis. From time to time XX Xxxxx, in its sole discretion and as it deems
appropriate, may assume certain expenses of the Fund while retaining the ability
to be reimbursed by the Fund for such amounts prior to the end of the fiscal
year.
8. Services to Other Companies or Accounts
The Fund understands that XX Xxxxx now acts and will continue to act as
investment adviser to fiduciary and other managed accounts and now acts and will
continue to act as investment manager, investment adviser, sub-investment
adviser and/or administrator to one or more other investment companies, and the
Fund has no objection to XX Xxxxx'x so acting, provided that whenever the Fund
and one or more other accounts or investment companies advised by XX Xxxxx have
available funds for investment, investments suitable and appropriate for each
-------------------
* Note that the bracketed text is omitted from both the New Advisory
Agreement and the Prior Advisory Agreement for each Fund except the
Large Cap Fund.
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will be allocated in a manner believed to be equitable to each entity. The Fund
recognizes that in some cases this procedure may adversely affect the size of
the position obtainable for the Fund. In addition, the Fund understands that the
persons employed by XX Xxxxx to assist in the performance of XX Xxxxx'x duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of XX Xxxxx or any
affiliate of XX Xxxxx to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
9. Term of Agreement
This Agreement shall become effective on the date first written above
and shall continue for an initial two year term and thereafter shall continue
automatically, provided such continuance is specifically approved at least
annually by (a) the Board of Directors of the Fund or (b) a vote of a "majority"
(as defined in the Act) of the Fund's outstanding voting securities, provided
that in either event the continuance is also approved by a majority of the Board
of Directors who are not "interested persons" (as defined in that Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days' written notice, by the Board of Directors of the Fund or by
vote of holders of a majority of the Fund's shares, or upon 90 days' written
notice, by XX Xxxxx. This Agreement will also terminate automatically in the
event of its assignment (as defined in the Act and the Rules thereunder).
10. 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 material amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Fund.
11. 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. If any provision of this
Agreement shall be held or made invalid by court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be invalidated or rendered
unenforceable thereby. This Agreement shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by New York law
without giving effect to the conflict of law provisions thereof.
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If the foregoing is in accordance with your understanding indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
[FUND]
By:----------------------------
Name:
Title:
Accepted and Agreed:
XX XXXXX SECURITIES CORPORATION
By:------------------------------
Name:
Title:
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