Exhibit 23(d)
XXXXXXXX ASSOCIATED FUND
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made on this 28th day of February, 1984 by
and between the Trustees ("Trustees" herein) of XXXXXXXX ASSOCIATIED FUND. a
common law trust ("Fund" herein), and XXXXXXXX SECURITY CORPORATION, Delaware
corporation.
WHEREAS. The Fund has been organized as an investment company, and desires
to employ its capital by investing and reinvesting the same in securities as
provided in the Restated Trust Indenture of XXXXXXXX ASSOCIATED FUND and the
Declaration of Trust effective December 27, 1974 (.'Restated Trust Indenture"
herein); and
WHEREAS, The Fund desires to avail itself of the experience, sources of
information, advice, assistance, and certain facilities available to the Advisor
and to have the Advisor perform for it various advisory, statistical, accounting
and clerical services; and
WHEREAS, The Advisor is willing to furnish such advice, facilities and
services on the terms and conditions hereinafter set forth:
NOW. THEREFORE, In consideration of the mutual covenants herein contained,
it is agreed that:
1. (a) The Advisor, subject to the direction of the Trustees, shall provide
the Fund with investment research and advice and shall manage and supervise the
Fund's portfolio of investments. In performing this function, the Advisor shall
(i) use its best efforts to present a continuing and suitable investment program
to the Fund, which is consistent with the investment policies and objectives of
the Fund; (ii) furnish the Fund with such information and reports regarding the
securities in the Fund's portfolio and proposed additions to the portfolio as
the Advisor deems appropriate or as the Fund may reasonably request; (iii)
supervise the Fund's relations with its Custodian, auditors and governmental
regulatory bodies; and (iv) shall furnish certain office .space and certain
secretarial and clerical assistance necessary for the performance of the
foregoing functions.
(b) The Fund shall pay all of its ordinary expenses of operation unless
specifically excepted, such expenses of operation including, but not being
limited to, the following: (i) the expenses of maintaining its own books of
account; (ii) the expenses of maintaining one or more of its custodians,
transfer agents and dividend disbursing agents; (iii) the expenses of computing
the daily net asset value of shares of the Fund; (iv) the fees and expenses of
its Trustees, including those Trustees who also may be Directors of the Advisor
or its subsidiary corporations, and the fees and expenses of the members of any
Committee of the Fund Including 'any members who also may be Directors or
officers or employees (or all of these) oftf1e Advisor, its subsidiaries or
affiliated persons, and who perform services therefor and are compensated
thereby; (v) the expenses of meetings of its shareholders; (vi) the expenses of
printing and mailing of all shareholder reports and other required reports and
documents provided shareholders, including, but not being limited to, the cost
of printing and mailing prospectuses to shareholders; (vii) taxes of any kind
assessed against the Fund; (viii) interest and commissions; (ix) Securities and
Exchange Commission registration fees; (x) state registration fees; (xi) the
expenses of trust existence; (xii) all or part of the salaries of the Fund
officers and other employees who also may be Directors or officers or employees
(or all of these) of the Advisor, its subsidiaries or affiliated persons and who
perform services therefor and are compensated thereby; (xiii) the fees of its
auditors; (xiv) the fees of its legal counsel; (xv) travel entertainment,
publications, telephone, telegraph, office space rent, and
(xvi) all other ordinary expenses of operation. The Fund also shall pay all
extraordinary expenses of whatever kind" or nature, unless such expenses have
been specifically, assumed by the Advisor or one of its affiliates.
(c) When officers or employees of the Advisor, its subsidiaries or
affiliated persons perform duties for the Fund other than those duties required
by Section I.(a) and those duties required of a transfer agent, the Fund shall
reimburse the Advisor for the performance of such duties or may, with the
consent of the Advisor, pay those officers or employees directly,
2. (a) The Advisor shall be paid monthly a fee computed on the first
business day of each month of the Fund's fiscal year at the following rates: 1%
of the first $35,000,000, 7/8 of 1% on the next $35,000,000 and 3/4 or 1% on all
sums in excess thereof as compensation for its services as specified in
sub-paragraph 1.(a) herein;
(b) For the purpose of determining fees payable to the Advisor, the value
of net assets shall be computed in the manner specified in Section 2,8 of the
Restated Trust Indenture.
3. The Advisor shall allocate brokerage commissions on portfolio
transactions for the Fund among such brokers and/or dealers who provide
investment information. provide services to the Fund or to the Advisor in its
capacity as investment advisor or distributor of the Xxxxxxxx investment
companies, collectively, or who sell shares of the Fund, if and in the manner
permitted by applicable law or regulation; provided, however, that such brokers
or dealers render satisfactory service at standard commission rates, subject, in
any event, to the Fund's obtaining favorable prices and executions of orders,
consistent with the various services provided,
4. The Advisor may act as investment advisor to one or more other
investment companies. If, while so acting, it appears that the purchase or sale
of securities of the same issuer is advantageous to the Fund and such other
investment companies and is consistent with the investment objectives of the
Fund and such other companies, and if such purchases or sales should be executed
at approximately the same time, each will be executed on a proportionate basis
if feasible, and in the alternative, on a rotating or other equitable basis.
5. The Advisor assumes no responsibility under this Agreement ether than to
render the services called for hereunder in good faith, and shall not be
responsible for any action of the Fund in following or declining to follow any
advice or recommendations of the Advisor. The Advisor shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund in
connection with matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Advisor in the performance of its duties under this Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any
Director, officer or employee of the Ad- visor who may also be a Trustee,
officer or other employee of the Fund to engage in any other business or to
devote his time and attention in part to the management or other aspects of any
other business, whether of a similar or dissimilar nature, nor limit or restrict
the right of the Advisor to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association. Trustees
and employees of the Fund are, therefore. specifically permitted to serve from
time to time as directors, officers and employees of other corporations
including the Advisor and subsidiaries, other companies which it may acquire, or
with which it may merge or consolidate, and other investment companies which the
Advisor may organize or, sponsor.
7. This Agreement shall become effective when approved by vote of a
majority of the outstanding voting securities or the Fund, as defined in Section
2(a)(42) of the Investment Company Act of 1940, and may be amend- ed by similar
approval.
8. This Agreement may be terminated at any time in acc0rdance with t\1e
provisions of Section3.2 of the Restated Trust Indenture.
9. This Agreement shall remain in effect for a period of two years from the
date of execution, and shall continue in effect thereafter only so long as it is
specifically approved annually by the Trustees, including the vote of a majority
thereof who are not parties to the Agreement or "interested persons", as defined
in Section 2(a)(l9) of the Investment Company Act of 1940 of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
or by the vote of the holders of a majority, as so defined, of the outstanding
voting securities of the Fund and by the vote of a majority of the Trustees who
are not parties to the Agreement or "interested persons", as so defined, of any
such party, cast in person at a meeting called for the purpose of voting on such
approval.
10. The Restated Trust Indenture is incorporated herein by reference and
this Agreement shall be governed thereby and interpreted in a manner consistent
therewith.
11. Notices to the Advisor shall be addresscd to: Xxxxxxxx Sccurity
Corporation, 0000 X Xxxxxx, Xxxxxxxxx , Xxxxxxxxxx, X.X. 00000; notices to the
Fund shall be addressed to Xxxxxxxx Associated Fund, 0000 X Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxx, X.X. 00000.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized:
XXXXXXXX ASSOCATED FUND
Attest: By:
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Xxxxxxx X. Xxxxxxxx
Chairman and President of the Trust
XXXXXXXX SECURITY CORPORATION
Attest: By:
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Executive Vice President-Investments
and Secretary
