INVESTMENT ADVISORY AGREEMENT
XXXXXX STREET FUNDS
AGREEMENT made this 27th day of January, 1995, by and between Xxxxxx Street
Funds, a Massachusetts business trust (the "Trust"), and First Hawaiian Bank
(the "Adviser").
WHEREAS, the Trust is an open-end, management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several series of shares, each having its own investment policies;
and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Administrator") to provide administration of the Trust's operations, subject
tothe control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Xxxxxx Street High Grade Income Fund,
Xxxxxx Street Hawaii Tax-Free Fund, Xxxxxx Street Equity Fund and Xxxxxx Street
Money Market Fund and such other funds as the Trust and the Adviser may agree
upon (the "Funds"), and the Adviser is willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to supervise and monitor
the investment activities of any sub-advisers appointed for the Funds
by the Trustees of the Trust, and to continuously review, supervise,
and administer the investment program of the Funds, to determine in
its discretion the securities to be purchased or sold, to provide the
Administrator and the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render
regular reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The Adviser may delegate all or any portion of its
responsibilities hereunder to one or more sub-advisers, subject to the
supervision of the Adviser and the Board of Trustees of the Trust.
The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish,
and in compliance with the objectives, policies, and limitations for
each Fund set forth in the each such Fund's prospectus (such
prospectus and the statement of additional information as currently in
effect and as amended or supplemented from time to time, being herein
referred to as the "Prospectus") and applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel required by it to perform the services on
the terms and for the
compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to determine the
securities to be purchased or sold by the Funds and will place orders
with or through such persons, brokers or dealers to carry out the
policy with respect to brokerage set forth in each Fund's Prospectus
or as the Board of Trustees may direct from time to time, in
conformity with federal securities laws. In providing the Funds with
investment supervision, the Adviser will give primary consideration to
securing the most favorable price and efficient execution. Within the
framework of this policy, the Adviser may consider the financial
responsibility, research and investment information and other services
provided by brokers or dealers who may effect or be a party to any
such transaction or other transactions to which the Adviser's other
clients may be a party. It is understood that it is desirable for the
Funds that the Adviser have access to supplemental investment and
market research and security and economic analysis provided by brokers
who may execute brokerage transactions at higher cost to the Funds
than may result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient execution.
Therefore, the Adviser is authorized to place orders for the purchase
and sale of securities for the Funds with such brokers, subject to
review by the Trust's Board of Trustees from time to time with respect
to the extent and continuation of this practice. It is understood
that the services provided by such brokers may be useful to the
Adviser in connection with the Adviser's services to other clients.
On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of a Fund as well as other clients of the
Adviser, the Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the
securities to be so purchased or sold in order to obtain the most
favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be
made by the Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligation to the Funds
and to such other clients.
The Adviser will promptly communicate to the Administrator and to the
officers and the Trustees of the Trust such information relating to
fund transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
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3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets. The fee shall be based on the average daily net assets
for the month involved. If this Agreement becomes effective
subsequent to the first day of a month or terminates before the last
day of a month, the Adviser's compensation for that part of the month
in which this Agreement is in effect shall be prorated in a manner
consistent with the calculation of the fees as set forth above.
Payment of the Adviser's compensation for the preceding month shall be
made promptly.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed the
expense limitations imposed on investment companies by any applicable
statute or regulatory authority of any jurisdiction in which Shares
are qualified for offer and sale, the Adviser shall bear such excess
cost.
However, the Adviser will not bear expenses of the Trust or any Fund
which would result in the Trust's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code.
Payment of expenses by the Adviser pursuant to this Section 4 shall be
settled on a monthly basis (subject to fiscal year end reconciliation)
by a reduction in the fee payable to the Adviser for such month
pursuant to Section 3 and, if such reduction shall be insufficient to
offset such expenses, by reimbursing the Trust.
5. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.
6. STATUS OF THE ADVISER. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
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7. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
8. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Adviser
hereunder. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a
loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law which cannot be
waived or modified hereby. (As used in this Paragraph 8, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
9. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of
the Adviser are or may be interested in the Trust as Trustees,
shareholders or otherwise; and the Adviser (or any successor) is or
may be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser if approved by the Board of Trustees,
subject to the rules and regulations of the Securities and Exchange
Commission.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of each Fund; provided,
however, that if the shareholders of any Fund fail to approve the
Agreement as provided herein, the Adviser may continue to serve
hereunder in the manner and to the extent permitted by the 1940 Act
and rules and regulations thereunder. The foregoing requirement that
continuance of this Agreement be "specifically approved at least
annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
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This Agreement may be terminated as to any Fund at any time, without
the payment of any penalty by vote of a majority of the Trustees of
the Trust or by vote of a majority of the outstanding voting
securities of the Fund on not less than 30 days nor more than 60 days
written notice to the Adviser, or by the Adviser at any time without
the payment of any penalty, on 90 days written notice to the Trust.
This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed postpaid, to the
other party at any office of such party.
As used in this Section 10, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder; subject to such
exemptions as may be granted by the Securities and Exchange Commission
under said Act.
11. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at 000 Xxxx Xxxxxxxxxx
Xxxx, Xxxxx, XX, Attention Legal Department and if to the Adviser at:
0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
12. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and that the obligations of this instrument are not binding upon any
of the Trustees, officers, or shareholders of the Trust individually, but
binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
XXXXXX STREET FUNDS FIRST HAWAIIAN BANK
By: /s/Signature Appears Here By: /s/Signature Appears Here
------------------------- -------------------------
Attest: /s/Signature Appears Here Attest: /s/Signature Appears Here
------------------------- -------------------------
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SCHEDULE A DATED JANUARY 27, 1995
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED JANUARY 27, 0000
XXXXXXX
XXXXXX XXXXXX FUNDS
AND
FIRST HAWAIIAN BANK
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Xxxxxx Street High Grade Income Fund .55%
Xxxxxx Street Hawaii Tax-Free Fund .35%
Xxxxxx Street Equity Fund .74%
Xxxxxx Street Money Market Fund .30%
SCHEDULE B DATED FEBRUARY , 1996
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED JANUARY 27, 0000
XXXXXXX
XXXXXX XXXXXX FUNDS
AND
FIRST HAWAIIAN BANK
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Xxxxxx Street Treasury Money Market Fund .30%
