Exhibit No. 4(d)
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of February 1, 2000 between XXXXXXXX XXXXXXXX LIR
MONEY SERIES, a Delaware business trust ("Trust"), and XXXXXXXX XXXXXXXX ASSET
MANAGEMENT INC. ("Xxxxxxxx Xxxxxxxx"), a Delaware corporation registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended ("1934
Act"), and as an investment adviser under the Investment Advisers Act of 1940,
as amended.
WHEREAS the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end investment management company, and
intends to offer for public sale a distinct series of shares of beneficial
interest, LIR Liquid Assets Fund, corresponding to a distinct portfolio; and
WHEREAS the Trust desires to retain Xxxxxxxx Xxxxxxxx as investment
adviser and administrator to furnish certain administrative, investment advisory
and portfolio management services to the Trust with respect to LIR Liquid Assets
Fund and any other Series to which this Contract may hereafter be made
applicable (each a "Series"), and Xxxxxxxx Xxxxxxxx is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Xxxxxxxx Xxxxxxxx as
investment adviser and administrator of the Trust with respect to each Series
for the period and on the terms set forth in this Contract. Xxxxxxxx Xxxxxxxx
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. DUTIES AS INVESTMENT ADVISER.
(a) Subject to the supervision of the Trust's Board of Trustees
("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for
each Series, including investment research and management with respect to all
securities and investments and cash equivalents in each Series. Xxxxxxxx
Xxxxxxxx will determine from time to time what securities and other investments
will be purchased, retained or sold by each Series.
(b) Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers, it
will attempt to obtain the best net result in terms of price and execution;
provided that, on behalf of any Series, Xxxxxxxx Xxxxxxxx may, in its
discretion, use brokers who provide the Series with research, analysis, advice
and similar services to execute portfolio transactions on behalf of the Series,
and Xxxxxxxx Xxxxxxxx, pursuant to Board authorization, may pay to those brokers
in return for brokerage and research services a higher commission than may be
charged by other brokers, subject to Xxxxxxxx Xxxxxxxx' determining in good
faith that such commission is reasonable in terms either of the particular
transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx to such Series
and its
other clients and that the total commissions paid by such Series will be
reasonable in relation to the benefits to the Series over the long term. In no
instance will portfolio securities be purchased from or sold to Xxxxxxxx
Xxxxxxxx, or any affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations thereunder. Whenever
Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same
security on behalf of a Series and one or more other accounts advised by
Xxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among
all such accounts in a manner believed to be equitable to each account. The
Trust recognizes that in some cases this procedure may adversely affect the
results obtained for the Series.
(c) Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and
records with respect to the securities transactions of each Series, and will
furnish the Board with such periodic and special reports as the Board reasonably
may request. In compliance with the requirements of Rule 31a-3 under the 1940
Act, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the
Trust are the property of the Trust, agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for
the Trust and which are required to be maintained by Rule 31a-1 under the 1940
Act and further agrees to surrender promptly to the Trust any records which it
maintains for the Trust upon request by the Trust.
(d) Xxxxxxxx Xxxxxxxx will oversee the computation of the net asset
value and the net income of each Series as described in the currently effective
registration statement of the Trust under the Securities Act of 1933, as
amended, and the 1940 Act and any supplements thereto ("Registration Statement")
or as more frequently requested by the Board.
(e) The Trust hereby authorizes Xxxxxxxx Xxxxxxxx and any entity or
person associated with Xxxxxxxx Xxxxxxxx which is a member of a national
securities exchange to effect any transaction on such exchange for the account
of any Series, which transaction is permitted by Section 11(a) of the 1934 Act,
and the Trust hereby consents to the retention of compensation by Xxxxxxxx
Xxxxxxxx or any person or entity associated with Xxxxxxxx Xxxxxxxx.
3. DUTIES AS ADMINISTRATOR. Xxxxxxxx Xxxxxxxx will administer the
affairs of the Trust with respect to each Series subject to the supervision of
the Board and the following understandings:
(a) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operations of
the Trust and each Series, including oversight of transfer agency, custodial and
accounting services, except as hereinafter set forth; provided, however, that
nothing herein contained shall be deemed to relieve or deprive the Board of its
responsibility for and control of the conduct of the affairs of the Trust and
each Series.
(b) Xxxxxxxx Xxxxxxxx will provide the Trust and each Series with such
corporate, administrative and clerical personnel (including officers of the
Trust) and services as are reasonably deemed necessary or advisable by the
Board, including the maintenance of certain books and records of the Trust and
each Series.
(c) Xxxxxxxx Xxxxxxxx will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of the Trust's
Registration Statement, proxy material, tax
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returns and required reports to each Series' shareholders and the Securities and
Exchange Commission and other appropriate federal or state regulatory
authorities.
(d) Xxxxxxxx Xxxxxxxx will provide the Trust and each Series with, or
obtain for it, adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities, stationery supplies and
similar items.
(e) Xxxxxxxx Xxxxxxxx will provide the Board on a regular basis with
economic and investment analyses and reports and make available to the Board
upon request any economic, statistical and investment services normally
available to institutional or other customers of Xxxxxxxx Xxxxxxxx.
4. FURTHER DUTIES. In all matters relating to the performance of this
Contract, Xxxxxxxx Xxxxxxxx will act in conformity with the Trust Instrument,
By-Laws and Registration Statement of the Trust and with the instructions and
directions of the Board and will comply with the requirements of the 1940 Act,
the rules thereunder, and all other applicable federal and state laws and
regulations.
5. DELEGATION OF XXXXXXXX XXXXXXXX' DUTIES AS INVESTMENT ADVISER AND
ADMINISTRATOR. With respect to any or all Series, Xxxxxxxx Xxxxxxxx may enter
into one or more contracts ("Sub-Advisory or Sub-Administration Contract") with
a sub-adviser or sub-administrator in which Xxxxxxxx Xxxxxxxx delegates to such
sub-adviser or sub-administrator any or all its duties specified in Paragraphs 2
and 3 of this Contract, provided that each Sub-Advisory or Sub-Administration
Contract imposes on the sub-adviser or sub-administrator bound thereby all
applicable duties and conditions to which Xxxxxxxx Xxxxxxxx is subject by
Paragraphs 2, 3 and 4 of this Contract, and further provided that each
Sub-Advisory or Sub-Administration Contract meets all requirements of the 1940
Act and rules thereunder.
6. SERVICES NOT EXCLUSIVE. The services furnished by Xxxxxxxx
Xxxxxxxx hereunder are not to be deemed exclusive and Xxxxxxxx Xxxxxxxx shall be
free to furnish similar services to others so long as its services under this
Contract are not impaired thereby. Nothing in this Contract shall limit or
restrict the right of any director, officer or employee of Xxxxxxxx Xxxxxxxx,
who may also be a Trustee, officer or employee of the Trust, 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 nature
or a dissimilar nature.
7. EXPENSES.
(a) For the services provided and expenses assumed pursuant to this
Contract with respect to the Series, the Trust will pay to Xxxxxxxx Xxxxxxxx a
fee, computed daily and paid monthly. Where the services are provided directly
by Xxxxxxxx Xxxxxxxx or an affiliate, the fees will be limited to reimbursement
of Xxxxxxxx Xxxxxxxx' direct administrative costs and expenses and will exclude
any profit or overhead charges. Where Xxxxxxxx Xxxxxxxx arranges for an
unaffiliated person to provide services, the Trust will reimburse Xxxxxxxx
Xxxxxxxx for the cost of the services provided by the unaffiliated person, but
no additional profit or overhead charge will be included. (Hereinafter, the fees
and expenses payable by the Fund under this Paragraph 7(a)
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are referred to as "Direct Expenses.")
(b) Subject to Paragraph 7(a), the Direct Expenses borne by each
Series will include but not be limited to the following (or each Series'
proportionate share of the following): (i) expenses of paying the salaries and
expenses of the Trust's officers and other personnel engaged in administering
the Trust's business; (ii) expenses of monitoring financial and shareholder
accounting services provided by the Trust's custodian and transfer agent,
respectively; (iii) expenses of responding to shareholder inquiries and
disseminating information to shareholders; (iv) expenses of monitoring
compliance with the Trust's registration statements and other operating
documents, with federal and state securities laws and rules thereunder and with
the Internal Revenue Code of 1986, as amended; (v) expenses of preparing
semi-annual and annual reports to shareholders; (vi) expenses of preparing
filings required by the SEC; (vii) expenses of preparing federal, state and
local tax returns; (viii) expenses of paying notice filing fees under state
securities laws; (ix) expenses of organizing annual and special meetings of
shareholders; (x) the cost (including brokerage commissions) of securities
purchased or sold by the Series and any losses incurred in connection therewith;
(xi) expenses incurred on behalf of the Series by Xxxxxxxx Xxxxxxxx under this
Contract; (xii) expenses of organizing the Trust and the Series; (xiii) filing
fees and expenses relating to the registration and qualification of the Series'
shares and the Trust under federal and/or state securities laws and maintaining
such registration and qualifications; (xiv) fees and salaries payable to the
Trust's Trustees and officers who are not interested persons of the Trust or
Xxxxxxxx Xxxxxxxx; (xv) all expenses incurred in connection with the Trustees'
services, including travel expenses; (xvi) taxes (including any income or
franchise taxes) and governmental fees; (xvii) costs of any liability,
uncollectible items of deposit and other insurance and fidelity bonds; (xviii)
any costs, expenses or losses arising out of a liability of or claim for damages
or other relief asserted against the Trust or Series for violation of any law;
(xix) legal, accounting and auditing expenses, including legal fees of special
counsel for those Trustees of the Trust who are not interested persons of the
Trust; (xx) charges of custodians, transfer agents and other agents (including
any lending agent); (xxi) costs of preparing share certificates; (xxii) expenses
of setting in type and printing prospectuses and supplements thereto, statements
of additional information and supplements thereto, reports and proxy materials
for existing shareholders; (xxiii) costs of mailing prospectuses and supplements
thereto, statements of additional information and supplements thereto, reports
and proxy materials to existing shareholders; (xxiv) any extraordinary expenses
(including fees and disbursements of counsel, costs of actions, suits or
proceedings to which the Trust is a party and the expenses the Trust may incur
as a result of its legal obligation to provide indemnification to its officers,
Trustees, agents and shareholders) incurred by the Trust or Series; (xxv) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (xxvi) the cost of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any committees
thereof; (xxvii) the cost of investment company literature and other
publications provided by the Trust to its Trustees and officers; (xxviii) costs
of mailing, stationery and communications equipment; (xxix) expenses incident to
any dividend, withdrawal or redemption options; (xxx) charges and expenses of
any outside pricing service used to value portfolio securities; and (xxxi)
interest on borrowings of the Series; and (xxxii) any other costs and expenses
incurred in managing the portfolio of a Series.
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(c) The Trust or a Series may pay directly any Direct Expense incurred
by it in its normal operations and, if any such payment is consented to by
Xxxxxxxx Xxxxxxxx and acknowledged as otherwise payable by Xxxxxxxx Xxxxxxxx
pursuant to this Contract, the Series may reduce any amounts otherwise payable
to Xxxxxxxx Xxxxxxxx pursuant to this Contract. To the extent that such
deductions exceed the amounts payable to Xxxxxxxx Xxxxxxxx on any monthly
payment date, such excess shall be carried forward and deducted in the same
manner from the fee payable on succeeding monthly payment dates.
(d) Xxxxxxxx Xxxxxxxx will assume the cost of any compensation for
services provided to the Trust received by the officers of the Trust and by
those Trustees who are interested persons of the Trust.
(e) The payment or assumption by Xxxxxxxx Xxxxxxxx of any expenses of
the Trust or a Series that Xxxxxxxx Xxxxxxxx is not required by this Contract to
pay or assume shall not obligate Xxxxxxxx Xxxxxxxx to pay or assume the same or
any similar expense of the Trust or a Series on any subsequent occasion.
8. COMPENSATION.
(a) Xxxxxxxx Xxxxxxxx shall not receive any compensation from the
Series other than reimbursement for the Series' Direct Expenses, as provided in
paragraph 7.
(b) For the services provided and the expenses assumed pursuant to
this Contract with respect to any Series as to which this Contract hereafter is
made applicable, the Trust will pay to Xxxxxxxx Xxxxxxxx from the assets of such
Series compensation in an amount to be agreed upon in a written fee agreement
("Fee Agreement") executed by the Trust on behalf of such Series and by Xxxxxxxx
Xxxxxxxx. All such Fee Agreements shall provide that they are subject to all
terms and conditions of this Contract.
(c) Any compensation or reimbursement due to Xxxxxxxx Xxxxxxxx shall
be computed daily and paid monthly to Xxxxxxxx Xxxxxxxx on or before the first
business day of the next succeeding calendar month.
(d) If this Contract becomes effective or terminates before the end of
any month, Xxxxxxxx Xxxxxxxx' compensation or reimbursement for the period from
the effective day to the end of the month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such effectiveness
or termination occurs.
9. LIMITATION OF LIABILITY OF XXXXXXXX XXXXXXXX. Xxxxxxxx Xxxxxxxx
and its delegates, including any Sub-Adviser or Sub-Administrator to any Series
or the Trust, shall not be liable for any error of judgment or mistake of law or
for any loss suffered by any Series, the Trust or any of its shareholders, in
connection with the matters to which this Contract relates, except to the extent
that such a loss results from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Contract. Any person, even though also an
officer, director, employee, or agent of Xxxxxxxx
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Xxxxxxxx, who may be or become an officer, Trustee, employee or agent of the
Trust shall be deemed, when rendering services to any Series or the Trust or
acting with respect to any business of such Series or the Trust, to be rendering
such service to or acting solely for the Series or the Trust and not as an
officer, director, employee, or agent or one under the control or direction of
Xxxxxxxx Xxxxxxxx even though paid by it.
10. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the date hereabove
written provided that, with respect to any Series, this Contract shall not take
effect unless it has first been approved (i) by a vote of a majority of those
Trustees of the Trust who are not parties to this Contract or interested persons
of any such party cast in person at a meeting called for the purpose of voting
on such approval, and (ii) by vote of a majority of that Series' outstanding
voting securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, this Contract shall continue automatically for successive periods of
twelve months each, provided that such continuance is specifically approved at
least annually (i) by a vote of a majority of those Trustees of the Trust who
are not parties to this Contract or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(ii) by the Board or, with respect to any given Series, by vote of a majority of
the outstanding voting securities of such Series.
(c) Notwithstanding the foregoing, with respect to any Series this
Contract may be terminated at any time, without the payment of any penalty, by
vote of the board or by a vote of a majority of the outstanding voting
securities of such Series on sixty days' written notice to Xxxxxxxx Xxxxxxxx or
by Xxxxxxxx Xxxxxxxx at any time, without the payment of any penalty, on sixty
days' written notice to the Trust. Termination of this Contract with respect to
any given Series shall in no way affect the continued validity of this Contract
or the performance thereunder with respect to any other Series. This Contract
will automatically terminate in the event of its assignment.
11. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF THE
TRUST. The Trustees of the Trust and the shareholders of any Series shall not be
liable for any obligations of any Series or the Trust under this Contract, and
Xxxxxxxx Xxxxxxxx agrees that, in asserting any rights or claims under this
Contract, it shall look only to the assets and property of the Trust in
settlement of such right or claim, and not to such Trustees or shareholders.
12. AMENDMENT OF THIS CONTRACT. No provision of this Contract 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 amendment of this Contract as to any
given Series shall be effective until approved by vote of a majority of such
Series' outstanding voting securities.
13. GOVERNING LAW. This Contract shall be construed in accordance with
the laws of the State of Delaware, without giving effect to the conflicts of
laws principles thereof, and in accordance with the 1940 Act. To the extent that
the applicable laws of the State of Delaware conflict with the applicable
provisions of the 1940 Act, the latter shall control.
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14. MISCELLANEOUS. The captions in this Contract 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 Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "majority of the outstanding voting securities", "affiliated person",
"interested person", "assignment", "broker", "investment adviser", "national
securities exchange", "net assets", "prospectus", "sale", "sell" and "security"
shall have the same meaning as such terms have in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission. Where the effect of a requirement of the
1940 Act reflected in any provision of this Contract is relaxed by a rule,
regulation, order or other action of the Securities and Exchange Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation, order or other action.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers and delivered as of the day and year first above
written.
Attest: XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: First Vice President
Attest: XXXXXXXX XXXXXXXX LIR MONEY SERIES
/s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxxxx X. X'Xxxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxx Xxxxxxxx Name: Xxxxxx X. X'Xxxxxxx
Title: Vice President Title: Secretary and Vice President
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