INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT
made as of the 31st day of July, 2011, by and between
the registered investment companies, including any
portfolio/series thereof, as set forth on Schedule A (each,
a "Fund" and collectively, the "Funds") as may be
amended from time to time, and Xxxxxx Xxxxxxx
Investment Management Inc., a Delaware corporation
(hereinafter called the "Adviser"):
WHEREAS, each Fund is engaged in business
as an open-end management investment company or as a
closed-end management investment company, as
identified as such on Schedule A, and is registered as
such under the Investment Company Act of 1940, as
amended (the "Act"); and
WHEREAS, the Adviser is registered as an
investment adviser under the Investment Advisers Act of
1940, and engages in the business of acting as
investment adviser; and
WHEREAS, effective July 31, 2011, the Board
of Trustees/Directors of each Fund approved the
termination of the investment advisory agreement
between Xxxxxx Xxxxxxx Investment Advisors Inc. and
the Funds and the adoption of a new Investment
Advisory Agreement with the Adviser (this
"Agreement"); and
WHEREAS, each Fund desires to retain the
Adviser to render investment advisory services in the
manner and on the terms and conditions hereinafter set
forth; and
WHEREAS, the Adviser desires to be retained
to perform said services on said terms and conditions;
and
WHEREAS, each Fund has entered into a
separate Administration Agreement (the "Administration
Agreement") with Xxxxxx Xxxxxxx Services Company
Inc. ("MS Services") whereby MS Services provides
administrative and other management services to the
Funds.
W I T N E S S E T H
In consideration of the mutual covenants and
agreements of the parties hereto as hereinafter contained,
each Fund and the Adviser agree as follows:
1. Each Fund hereby retains the Adviser to
act as investment adviser of such Fund and, subject to
the supervision of the Trustees/Directors, to supervise
the investment activities of such Fund as hereinafter set
forth. Without limiting the generality of the foregoing,
the Adviser shall obtain and evaluate such information
and advice relating to the economy, securities, securities
markets and commodities markets as it deems necessary
or useful to discharge its duties hereunder; shall
continuously manage the assets of each Fund in a
manner consistent with the investment objectives and
policies of a Fund; shall determine the securities to be
purchased, sold or otherwise disposed of by a Fund and
the timing of such purchases, sales and dispositions; and
shall take such further action, including the placing of
purchase and sale orders on behalf of a Fund, as the
Adviser shall deem necessary or appropriate. The
Adviser shall also furnish to or place at the disposal of
each Fund such of the information, evaluations, analyses
and opinions formulated or obtained by the Adviser in
the discharge of its duties as each Fund may, from time
to time, reasonably request.
2. In connection with those Funds
identified in Annex 1 to this Agreement and in
connection with all Funds added to Schedule A after the
date hereof, the Adviser may, subject to the approval of
the Board of Trustees/Directors (and in the case of the
Xxxxxx Xxxxxxx European Equity Fund Inc., Xxxxxx
Xxxxxxx Global Infrastructure Fund, Xxxxxx Xxxxxxx
International Value Equity Fund, Xxxxxx Xxxxxxx Select
Dimensions Investment Series (on behalf of its Global
Infrastructure Portfolio) and Xxxxxx Xxxxxxx Variable
Investment Series (on behalf of its European Equity
Portfolio and Global Infrastructure Portfolio) shall) at its
own expense, enter into a Sub-Advisory Agreement with
a sub-advisor ("Sub-Advisor") to make determinations
as to certain or all of the securities and commodities to
be purchased, sold or otherwise disposed of by such
Funds and the timing of such purchases, sales and
dispositions and to take such further action, including
the placing of purchase and sale orders on behalf of such
Funds as the Sub-Advisor, in consultation with the
Adviser, shall deem necessary or appropriate; provided
that the Adviser shall be responsible for monitoring
compliance by such Sub-Advisor with the investment
policies and restrictions of such Funds and with such
other limitations or directions as the Trustees/Directors
of the Fund may from time to time prescribe.
3. The Adviser shall, at its own expense,
maintain such staff and employ or retain such personnel
and consult with such other persons as it shall from time
to time determine to be necessary or useful to the
performance of its obligations under this Agreement.
Without limiting the generality of the foregoing, the staff
and personnel of the Adviser shall be deemed to include
persons employed or otherwise retained by the Adviser
to furnish statistical and other factual data, advice
regarding economic factors and trends, information with
respect to technical and scientific developments, and
such other information, advice and assistance as the
Adviser may desire.
4. Each Fund will, from time to time,
furnish or otherwise make available to the Adviser such
financial reports, proxy statements and other information
relating to the business and affairs of such Fund as the
Adviser may reasonably require in order to discharge its
duties and obligations hereunder. The Adviser shall, as
agent for each Fund, maintain the Fund's records
required in connection with the performance of its
obligations under this Agreement and required to be
maintained under the Act. All such records so
maintained shall be the property of the Funds and, upon
request therefor, the Adviser shall surrender to each
Fund such of the records so requested.
5. The Adviser shall bear the cost of
rendering the investment advisory and supervisory
services to be performed by it under this Agreement, and
shall, at its own expense, pay the compensation of the
officers and employees, if any, of the Funds who are also
directors, officers or employees of the Adviser.
6. Except as otherwise provided in the
Administration Agreement, each Fund assumes and shall
pay or cause to be paid all other expenses of such Fund,
including without limitation: fees and expenses payable
under the Administration Agreement, the charges and
expenses of any registrar, any custodian or depository
appointed by the Fund for the safekeeping of its cash,
portfolio securities and commodities and other property,
and any stock transfer or dividend agent or agents
appointed by the Fund; brokers' commissions chargeable
to the Fund in connection with portfolio securities
transactions to which the Fund is a party; all taxes,
including securities and commodities issuance and
transfer taxes, and fees payable by the Fund to Federal,
State or other governmental agencies; the cost and
expense of engraving or printing share certificates
representing shares of the Fund; all costs and expenses
in connection with the registration and maintenance of
registration of the Fund and its shares with the Securities
and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and
disbursements of counsel); the cost and expense of
printing (including typesetting) and distributing
prospectuses of the Fund and supplements thereto to the
Fund's shareholders; all expenses of shareholders' and
Trustees'/Directors' meetings and of preparing, printing
and mailing proxy statements and reports to
shareholders; fees and travel expenses of
Trustees/Directors or members of any advisory board or
committee who are not employees of the Adviser or any
corporate affiliate of the Adviser; all expenses incident
to the payment of any dividend, distribution, withdrawal
or redemption (and in the case of the closed-end funds,
any dividend or distribution program), whether in shares
or in cash; charges and expenses of any outside pricing
service used for pricing of the Fund's shares; charges
and expenses of legal counsel, including counsel to the
Trustees/Directors of the Fund who are not interested
persons (as defined in the Act) of the Fund or the
Adviser, and of independent accountants in connection
with any matter relating to the Fund; membership dues
of the Investment Company Institute (and in the case of
the closed-end funds, other appropriate industry
associations); interest payable on Fund borrowings; (and
in the case of the closed-end funds, fees and expenses
incident to the listing of the funds' shares on any stock
exchange); postage; insurance premiums on property or
personnel (including officers and Trustees/Directors) of
the Fund which inure to its benefit; extraordinary
expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the
Fund's operation.
7. For the services to be rendered, the
facilities furnished, and the expenses assumed by the
Adviser, each Fund shall pay to the Adviser monthly
compensation determined by applying the annual rates to
the Fund's daily net assets (weekly net assets with
respect to each closed-end fund) as set forth in
Schedule A. Except as hereinafter set forth,
compensation under this Agreement shall be calculated
and accrued daily and the amounts of the daily accruals
shall be paid monthly. Such calculations shall be made
by applying 1/365ths of the annual rates to each Fund's
net assets each day determined as of the close of
business on that day or the last previous business day.
In connection with the closed-end funds
identified on Schedule A, compensation under this
Agreement shall be calculated and accrued weekly and
paid monthly by applying the annual rates to the average
weekly net assets of the Fund determined as of the close
of the last business day of each week, except for such
closed-end funds as may be specified in Schedule A. At
the request of the Adviser, compensation hereunder shall
be calculated and accrued at more frequent intervals in a
manner consistent with the calculation of fees on a
weekly basis.
If this Agreement becomes effective subsequent
to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the
month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees as set
forth in Schedule A. Subject to the provisions of
paragraph 8 hereof, payment of the Adviser's
compensation for the preceding month shall be made as
promptly as possible after completion of the
computation contemplated by paragraph 8 hereof.
8. This section is applicable only to those
Funds listed on Annex 2 and subject to any fund specific
requirements set forth in Annex 2. In the event the
operating expenses of those Funds identified in Annex 2
to this Agreement, including amounts payable to the
Adviser pursuant to paragraph 7 hereof and the amounts
payable by the Funds under the Administration
Agreement, for any fiscal year ending on a date on
which this Agreement is in effect, exceed the expense
limitations applicable to a Fund imposed by state
securities laws or regulations thereunder, as such
limitations may be raised or lowered from time to time,
the Adviser shall reduce its advisory fee to the extent of
such excess and, if required, pursuant to any such laws
or regulations, will reimburse a Fund for annual
operating expenses in excess of any expense limitation
that may be applicable; provided, however, there shall be
excluded from such expenses the amount of any interest,
taxes, brokerage commissions and extraordinary
expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification
related thereto) paid or payable by a Fund. Such
reduction, if any, shall be computed and accrued daily
(and in the case of the closed-end funds, weekly), shall
be settled on a monthly basis, and shall be based upon
the expense limitation applicable to a Fund as at the end
of the last business day of the month. Should two or
more such expense limitations be applicable as at the
end of the last business day of the month (and in the case
of the closed-end funds, as at the end of the last full
week of the month), that expense limitation which
results in the largest reduction in the Adviser's fee shall
be applicable.
9. The Adviser will use its best efforts in
the supervision and management of the investment
activities of each Fund, but in the absence of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its obligations hereunder, the Adviser shall
not be liable to a Fund or any of its investors for any
error of judgment or mistake of law or for any act or
omission by the Adviser or for any losses sustained by a
Fund or its investors.
10. Nothing contained in this Agreement
shall prevent the Adviser or any affiliated person of the
Adviser from acting as investment adviser or manager
for any other person, firm or corporation and shall not in
any way bind or restrict the Adviser or any such
affiliated person from buying, selling or trading any
securities or commodities for their own accounts or for
the account of others for whom they may be acting.
Nothing in this Agreement shall limit or restrict the right
of any trustee/director, officer or employee of the
Adviser to engage in any other business or to devote his
or her time and attention in part to the management or
other aspects of any other business whether of a similar
or dissimilar nature.
11. This Agreement shall continue in effect
with respect to each Fund for a period of up to one year
from the effective date hereof (except with respect to any
Fund added to Schedule A of this Agreement after the
date hereof, for an initial period of two years from the
date that such Fund is added) and thereafter provided
such continuance is approved at least annually by the
vote of holders of a majority (as defined in the Act) of
the outstanding voting securities of each Fund or by the
Board of Trustees/Directors of such Fund; provided that
in either event such continuance is also approved
annually by the vote of a majority of the
Trustees/Directors of such Fund who are not parties to
this Agreement or "interested persons" (as defined in the
Act) of any such party, which vote must be cast in
person at a meeting called for the purpose of voting on
such approval; provided, however, that (a) each Fund
may, at any time and without the payment of any
penalty, terminate this Agreement upon thirty days'
written notice to the Adviser, either by majority vote of
the Board of Trustees/Directors of such Fund or by the
vote of a majority of the outstanding voting securities of
such Fund; (b) this Agreement shall immediately
terminate in the event of its assignment (within the
meaning of the Act) unless such automatic termination
shall be prevented by an exemptive order of the
Securities and Exchange Commission; and (c) the
Adviser may terminate this Agreement without payment
of penalty on thirty days' written notice to such Fund.
Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed post-paid, to
the other party at the principal office of such party.
Any approval of this Agreement by the holders
of a majority of the outstanding voting securities of any
portfolio/series of a Fund shall be effective to continue
this Agreement with respect to such portfolio/series
notwithstanding (a) that this Agreement has not been
approved by the holders of a majority of the outstanding
voting securities of any other portfolio/series or (b) that
this Agreement has not been approved by the vote of a
majority of the outstanding voting securities of the Fund
of which it is a portfolio/series unless such approval
shall be required by any other applicable law or
otherwise.
12. This Agreement may be amended by the
parties without the vote or consent of shareholders of a
Fund to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent
provision hereof, or if they deem it necessary to conform
this Agreement to the requirements of applicable federal
laws or regulations, but neither the Funds nor the
Adviser shall be liable for failing to do so.
13. This Agreement shall be construed in
accordance with the law of the State of New York and
the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the
provisions herein, conflicts with the applicable
provisions of the Act, the latter shall control.
14. With respect to those Funds that are
Massachusetts business trusts, the Declaration of Trust,
together with all amendments thereto establishing each
Fund identified in Schedule A as a Massachusetts
business trust (the "Declaration"), is on file in the office
of the Secretary of the Commonwealth of Massachusetts,
provides that the name of such Funds refers to the
Trustees under the Declaration collectively as Trustees,
but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of such Funds
shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any
obligation or claim or otherwise, in connection with the
affairs of such Funds, but the Trust Estate only shall be
liable.
15. The Adviser and each Fund agree that
the name Xxxxxx Xxxxxxx is a property right of the
Adviser or its parent. Each Fund agrees and consents
that (i) it will only use the name Xxxxxx Xxxxxxx as a
component of its name and for no other purpose, (ii) it
will not purport to grant to any third party the right to
use the Name for any purpose, (iii) the Adviser or its
parent, or any corporate affiliate of the Adviser's parent,
may use or grant to others the right to use the name
Xxxxxx Xxxxxxx, or any combination or abbreviation
thereof, as all or a portion of a corporate or business
name or for any commercial purpose, including a grant
of such right to any other investment company, (iv) at
the request of the Adviser or its parent or any corporate
affiliate of the Adviser's parent, each Fund will take
such action as may be required to provide its consent to
the use name Xxxxxx Xxxxxxx, or any combination or
abbreviation thereof, by the Adviser or its parent or any
corporate affiliate of the Adviser's parent, or by any
person to whom the Adviser or its then current parent or
a corporate affiliate of the Adviser's parent shall have
granted the right to such use, and (v) upon the
termination of any investment advisory agreement into
which a corporate affiliate of the Adviser's parent and
each Fund may enter, or upon termination of affiliation
of the Adviser with its parent, each Fund shall, upon
request of the Adviser or its parent or any corporate
affiliate of the Adviser's parent, cease to use the Name
as a component of its name, and shall not use the name,
or any combination or abbreviation thereof, as a part of
its name or for any other commercial purpose, and shall
cause its officers, trustees/directors and shareholders to
take any and all actions which the Adviser or its parent
or any corporate affiliate of the Adviser's parent, may
request to effect the foregoing and to reconvey to the
Adviser's parent any and all rights to such name.
IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement, on
July 31, 2011, in New York, New York.
ON BEHALF OF EACH EQUITY AND FIXED
INCOME FUND AS SET FORTH IN SCHEDULE A
By: /s/ Xxxxxx Xxx
Xxxxxx Xxx
President and Principal Executive Officer
Attest:
/s/ Xxxxxx Xxxxxx
ON BEHALF OF EACH MONEY MARKET FUND
AS SET FORTH IN SCHEDULE A
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
President and Principal Executive Officer
Attest:
/s/ Xxxxxx Xxxxx
XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxxxxx III
Xxxxxx X. Xxxxxxxx III
Managing Director
Attest:
/s/ Xxxx X. Xxxxxx
SCHEDULE A
As of March 30, 2015
All of the Funds referenced below are organized
as Massachusetts business trusts unless otherwise
indicated.
I. OPEN-END FUNDS: Monthly Compensation
calculated daily by applying the following
annual rates to a fund's daily net assets:
FIXED INCOME
FUNDS
INVESTMENT ADVISORY
FEE
Xxxxxx Xxxxxxx
Mortgage
Securities Trust
0.47% of the portion of the daily
net assets not exceeding
$1 billion; 0.445% of the portion
of the daily net assets exceeding
$1 billion but not exceeding
$1.5 billion; 0.42% of the portion
of the daily net assets exceeding
$1.5 billion but not exceeding
$2 billion; 0.395% of the portion
of the daily net assets exceeding
$2 billion but not exceeding
$2.5 billion; 0.37% of the portion
of the daily net assets exceeding
$2.5 billion but not exceeding
$5 billion; 0.345% of the portion
of the daily net assets exceeding
$5 billion but not exceeding
$7.5 billion; 0.32% of the portion
of the daily net assets exceeding
$7.5 billion but not exceeding
$10 billion; 0.295% of the portion
of the daily net assets exceeding
$10 billion but not exceeding
$12.5 billion; and 0.27% of the
portion of the daily net assets
exceeding $12.5 billion.
Xxxxxx Xxxxxxx
Global Fixed
Income
Opportunities Fund
0.32% of the daily net assets.
Xxxxxx Xxxxxxx
Limited Duration
U.S. Government
Trust
0.27% of the daily net assets not
exceeding $1 billion; and 0.25%
of the portion of the daily net
assets exceeding $1 billion.
Xxxxxx Xxxxxxx
U.S. Government
Securities Trust
0.42% of the portion of the daily
net assets not exceeding
$1 billion; 0.395% of the portion
of the daily net assets exceeding
$1 billion but not exceeding
$1.5 billion; 0.37% of the portion
of the daily net assets exceeding
$1.5 billion but not exceeding
$2 billion; 0.345% of the portion
of the daily net assets exceeding
$2 billion but not exceeding
$2.5 billion; 0.32% of the portion
of the daily net assets exceeding
$2.5 billion but not exceeding
$5 billion; 0.295% of the portion
of the daily net assets exceeding
$5 billion but not exceeding
$7.5 billion; 0.27% of the portion
of the daily net assets exceeding
$7.5 billion but not exceeding
$10 billion; 0.245% of the portion
of the daily net assets exceeding
$10 billion but not exceeding
$12.5 billion; and 0.22% of the
portion of the daily net assets
exceeding $12.5 billion.
Xxxxxx Xxxxxxx
Variable
Investment
Series-
- Income Plus
Portfolio
0.42% of the portion of the daily
net assets not exceeding
$500 million; 0.35% of the
portion of the daily net assets
exceeding $500 million but not
exceeding $1.25 billion; and
0.22% of the portion of the daily
net assets exceeding $1.25 billion.
- Limited Duration
Portfolio
0.30% of the daily net assets.
EQUITY AND
ASSET
ALLOCATION
FUNDS
INVESTMENT ADVISORY
FEE
Xxxxxx Xxxxxxx
European Equity
Fund Inc.
(Maryland
corporation)
0.87% of the portion of the daily
net assets not exceeding
$500 million; 0.82% of the
portion of the daily net assets
exceeding $500 million but not
exceeding $2 billion; 0.77% of the
portion of the daily net assets
exceeding $2 billion but not
exceeding $3 billion; and 0.745%
of the portion of the daily net
assets exceeding $3 billion.
Xxxxxx Xxxxxxx
Multi Cap Growth
Trust
0.67% of the portion of the daily
net assets not exceeding
$500 million; 0.645% of the
portion of the daily net assets
exceeding $500 million but not
exceeding $2 billion; 0.62% of the
portion of the daily net assets
exceeding $2 billion but not
exceeding $3 billion; and 0.595%
of the portion of the daily net
assets exceeding $3 billion.
Xxxxxx Xxxxxxx
Select Dimensions
Investment Series-
-Mid Cap Growth
Portfolio
0.42% of the portion of the daily
net assets not exceeding
$500 million; and 0.395% of the
portion of the daily net assets
exceeding $500 million.
Xxxxxx Xxxxxxx
Variable
Investment Series-
- European Equity
Portfolio
0.87% of the portion of daily net
assets not exceeding $500 million;
0.82% of the portion of daily net
assets exceeding $500 million but
not exceeding $2 billion; 0.77% of
the portion of the daily net assets
exceeding $2 billion but not
exceeding $3 billion; and 0.745%
of the portion of the daily net
assets exceeding $3 billion.
- Multi Cap Growth
Portfolio
0.42% of the portion of the daily
net assets not exceeding
$1 billion; 0.395% of the portion
of the daily net assets exceeding
$1 billion but not exceeding
$2 billion; and 0.37% of the
portion of the daily net assets
exceeding $2 billion.
MONEY
MARKET
FUNDS
Active Assets
California
Tax-Free Trust
0.45% of the portion of the daily
net assets not exceeding
$500 million; 0.375% of the
portion of the daily net assets
exceeding $500 million but not
exceeding $750 million; 0.325%
of the portion of the daily net
assets exceeding $750 million but
not exceeding $1 billion; 0.30% of
the portion of the daily net assets
exceeding $1 billion but not
exceeding $1.5 billion; 0.275% of
the portion of the daily net assets
exceeding $1.5 billion but not
exceeding $2 billion; 0.25% of the
portion of the daily net assets
exceeding $2 billion but not
exceeding $2.5 billion; 0.225% of
the portion of the daily net assets
exceeding $2.5 billion but not
exceeding $3 billion; and 0.20%
of the portion of the daily net
assets exceeding $3 billion
Active Assets
Government
Securities Trust
0.45% of the portion of the daily
net assets not exceeding
$500 million; 0.375% of the
portion of the daily net assets
exceeding $500 million but not
exceeding $750 million; 0.325%
of the portion of the daily net
assets exceeding $750 million but
not exceeding $1 billion; 0.30% of
the portion of the daily net assets
exceeding $1 billion but not
exceeding $1.5 billion; 0.275% of
the portion of the daily net assets
exceeding $1.5 billion but not
exceeding $2 billion; 0.25% of the
portion of the daily net assets
exceeding $2 billion but not
exceeding $2.5 billion; 0.225% of
the portion of the daily net assets
exceeding $2.5 billion but not
exceeding $3 billion; and 0.20%
of the portion of the daily net
assets exceeding $3 billion.
Active Assets
Institutional
Government
Securities Trust
0.10% of the daily net assets.
On an ongoing basis, the Adviser
has agreed under this Agreement
with the Fund to assume Fund
operating expenses (except for
brokerage fees) to the extent that
such operating expenses exceed on
an annualized basis 0.20% of the
average daily net assets of the
Fund. This may reduce the fees
under this Agreement and the
Administration Agreement below
0.15% for the Fund.
Active Assets
Institutional
Money Trust
0.10% of the daily net assets.
On an ongoing basis, the Adviser
has agreed under this Agreement
with the Fund to assume Fund
operating expenses (except for
brokerage fees) to the extent that
such operating expenses exceed on
an annualized basis 0.20% of the
average daily net assets of the
Fund.
