EXHIBIT 99-9(c)
SAMPLE NON-BANK CONTRACT
------------------------
EXTERNAL FEE
Last Revised: 05/29/85
(DATE) Mailed to Client:
Effective Date:
(NAME AND ADDRESS OF CLIENT)
Attention: (PERSON TO WHOM SENT)
Re: Asset Management Services Agreement
Gentlemen:
Xxxxx Xxxxxxx Investment Management Company ("Management Company") is registered
as an investment adviser under the Investment Advisers Act of 1940. Management
Company is a wholly-owned subsidiary of Xxxxx Xxxxxxx Company, which has been
primarily engaged, since 1970, in providing asset management consulting services
to large institutional investment accounts.
Management Company serves as the manager of Xxxxx Xxxxxxx Investment Company
("Investment Company"), and is primarily engaged in the business of providing
asset management consulting services which include: assisting a client in
defining its investment objectives ("objective setting"); selecting categories
of assets to meet those objectives ("asset allocation services"); and,
conducting extensive quantitative and qualitative research of domestic and
international money managers, and recommending discretionary money managers to
invest the categories of assets in accordance with the general objectives and
more refined techniques and strategies implemented by Management Company
("manager research and selection"). Through a consulting relationship
Management Company has access to Xxxxx Xxxxxxx Company's research facilities.
Investment Company is an open-end management company registered under the
Investment Company Act of 1940 ("Investment Company Act"). Investment Company
has registered its shares under the Securities Act of 1933 ("Securities Act")
and currently offers shares of fifteen separate series ("Funds"), each with its
own investment objectives and strategies. Investment Company is a means for the
investment of assets on a commingled basis where the Management Company's
"multi-style, multi-manager diversification" investment services are
appropriate. Shares of the Funds are offered only to individuals and
institutions accepted as clients by Management Company.
(NAME OF CLIENT) desires to utilize Management Company's objective setting and
asset allocation services, and to have access to a means to invest assets of
(NAME OF FUND OR ACCOUNT TO BE INVESTED: GENERAL DESCRIPTION OF NATURE OF THE
ACCOUNT) using multi-style, multi-manager diversification. Management Company
is willing to provide its objective setting and asset allocation services, and
to provide a means to use multi-style, multi-manager diversification services
through investment in shares of the Funds.
Therefore, Management Company and (NAME OF CLIENT) agree as follows:
1. SERVICES PROVIDED BY THE COMPANY. Management Company will provide the
following asset management services to you:
A. Initially, personnel from Management Company will meet as necessary
with your personnel for the principal purposes of providing objective
setting and asset
allocation services including (i) reviewing the current and
anticipated assets available for investment and the financial
requirements of and other information relevant to setting investment
objectives; and (ii) assisting you in defining investment objectives;
and (iii) developing an investment program utilizing the Funds as
investment vehicles to seek to achieve the investment objectives.
B. Thereafter, personnel from Management Company will conduct not less
than (NUMBER OF MEETINGS) meetings per year at your principal office
to review the investment programs which Management Company has
implemented for Investment Company and the investment results of
Investment Company and your account, and to provide such other
assistance with respect to the investment of the assets you shall
reasonably request.
2. AVAILABILITY OF INVESTMENT COMPANY SHARES. When you have determined that
shares of one or more of the Funds are suitable for acquisition, Management
Company shall cause Investment Company to sell shares of the Fund(s) to you
on the terms and subject to the conditions and restrictions set forth in
the Investment Company's prospectus effective at the time of purchase.
3. REPORTS.
A. As a shareholder of Investment Company, you will receive semi-annual
reports showing each Fund's financial condition, investment portfolio
and investment performance as of the end of the period. The annual
financial statements will be audited by independent public
accountants.
B. Management Company will also provide you with such other reports and
analyses concerning the investment performance of (NAME OF FUND OR
ACCOUNT TO BE INVESTED) as you shall reasonably request.
4. FEES TO MANAGEMENT COMPANY. For the services provided by Management
Company, you agree to pay to Management Company, within 30 days after the
end of each calendar quarter a quarterly fee equal to the sum of the
amounts computed by applying the following quarterly percentage rates to
the average assets of (NAME THE FUND OR ACCOUNT) invested in shares of the
Investment Company's Funds:
Annualized Rate Quarterly Rate Funds
--------------- -------------- -----
0.50% 0.125 % Money Market
1.00% 0.25 % Equity I, Equity III, Fixed
Income I and Fixed Income II
1.15% 0.2875% Equity II and International
"Average Assets" shall be determined by computing the average of the
following four sums: the value of your assets invested in each of the
Funds on the last business day of each of the three months comprising the
calendar quarter and on the last business day of the preceding calendar
quarter.
In the event of a redemption during a calendar quarter of Investment
Company shares representing substantially all of your assets, the quarterly
fee, pro-rated to the date of redemption, shall become payable immediately
to Management Company. When determining the pro-rated fee: "Average
assets" shall be determined by computing the average of the following sums:
the value of your assets invested in each of the Funds on the last business
day of the preceding calendar quarter, and on the business day immediately
prior to the redemption date; and the fee rate shall be determined by
multiplying the quarterly fee rate times the ratio of the number of days in
the quarter prior to the redemption to the number of days in the quarter.
You hereby appoint Management Company as your agent and irrevocably
authorize Management Company to redeem at the then current net asset value
a sufficient number of shares of Investment Company and to retain the
proceeds of such redemption to pay fees owed to Management Company if you
have not paid said fees at the times set forth above; provided, however,
that Management Company shall give you three days' written notice of its
intention to do so.
5. ASSIGNMENT. No assignment of this Agreement shall be made by either party
hereto, and Management Company shall not make an "assignment" of this
Agreement as that term is defined in Section 202(a)(1) of the Investment
Advisers Act of 1940, without the written consent of the other party, and
this Agreement shall terminate automatically in the event that it is
assigned.
6. EFFECTIVE DATE AND DURATION OF AGREEMENT. This Agreement shall become
effective on the date set forth on page 1, and shall continue in effect
until terminated by either party as provided in Section 7, below; provided,
however, that Management Company shall have no obligation to make shares of
Investment Company available to you during any period in which the
Investment Company's registration statement under the Securities Act or
applicable state securities registration laws is not effective.
7. TERMINATION AND AGREEMENTS UPON TERMINATION. This Agreement may be
terminated by either party under the following circumstances and in the
following manner:
A. You may terminate this Agreement at any time without penalty upon
written notice to Management Company. In addition, Section 22(e) of
the Investment Company Act prohibits the Investment Company from
suspending the right of redemption of its shares except under
specified circumstances; accordingly, a complete or substantially
complete redemption of shares of Investment Company
held by you shall be treated as and result in your immediate
termination of the Agreement.
B. Management Company may terminate this Agreement at any time without
penalty upon 30 days' written notice to you.
C. Upon either party's termination of this Agreement pursuant to Section
7(A) and (B) above, you agree to redeem within 30 days all shares of
Investment Company which you hold; and in the event you fail to do so,
you hereby irrevocably appoint Management Company as your agent and
authorize Management Company to effect such redemption and transmit
the proceeds, less any fees which you then owe to Management Company.
8. AMENDMENT. This agreement may be amended at any time by written agreement
between you and Management Company.
9. DELIVERY OF DOCUMENTS. You hereby acknowledge receipt of Investment
Company's prospectus date __________, and Part II of Management Company's
Form ADV as currently on file with the Securities and Exchange Commission.
10. APPLICABLE LAW. To the extent that state law shall not have been preempted
by the provisions of any laws of the United States heretofore or
hereinafter enacted, as the same may be amended from time to time, this
Agreement shall be administered, construed, and enforced according to the
laws of the State of Washington.
11. LIMITATION OF LIABILITY. The Master Trust Agreement dated July 26, 1984,
as amended from time to time, establishing the Investment Company, which is
hereby referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name Xxxxx Xxxxxxx
Investment Company means the Trustees from time to time serving (as
Trustees but not personally) under said Master Trust Agreement. It is
expressly acknowledged and agreed that the obligations of the Investment
Company hereunder shall not be binding upon any of the shareholders,
Trustees, officers, employees or agents of the Investment Company,
personally, but shall bind only the trust property of the Investment
Company, as provided in its Master Trust Agreement.
XXXXX XXXXXXX INVESTMENT MANAGEMENT COMPANY
By:
-------------------------------
Xxx X. Xxxxxx, President
Accepted:
(NAME IN CAPS)
By:
-------------------------------
EXHIBIT 99-9(c)
SAMPLE NON-BANK CONTRACT
INTERNAL FEE
Last Revised: 05/29/85
(Date) Mailed to Client:
Effective Date:
(Name and Address of Client)
Attention: (Person to whom sent)
Re: Asset Management Services Agreement
Gentlemen:
Xxxxx Xxxxxxx Investment Management Company ("Management Company") is registered
as an investment adviser under the Investment Advisers Act of 1940. Management
Company is a wholly-owned subsidiary of Xxxxx Xxxxxxx Company, which has been
primarily engaged, since 1970, in providing asset management consulting services
to large institutional investment accounts.
Management Company serves as the manager of Xxxxx Xxxxxxx Investment Company
("Investment Company"), and is primarily engaged in the business of providing
asset management consulting services which include: assisting a client in
defining its investment objectives ("objective setting"); selecting categories
of assets to meet those objectives ("asset allocation services"); and,
conducting extensive quantitative and qualitative research of domestic and
international money managers, and recommending discretionary money managers to
invest the categories of assets in accordance with the general objectives and
more refined techniques and strategies implemented by Management Company
("manager research and selection"). Through a consulting relationship
Management Company has access to Xxxxx Xxxxxxx Company's research facilities.
Investment Company is an open-end management company registered under the
Investment Company Act of 1940 ("Investment Company Act"). Investment Company
has registered its shares under the Securities Act of 1933 ("Securities Act")
and currently offers shares of fifteen separate series ("Funds"), each with its
own investment objectives and strategies. Investment Company is a means for the
investment of assets on a commingled basis where the Management Company's
"multi-style, multi-manager diversification" investment services are
appropriate. Shares of the Funds are offered only to those individuals and
institutions accepted as clients by Management Company.
(NAME OF CLIENT) desires to utilize Management Company's objective setting and
asset allocation services, and to have access to a means to invest assets of
(NAME OF FUND OR ACCOUNT TO BE INVESTED: GENERAL DESCRIPTION OF NATURE OF THE
ACCOUNT) using multi-style, multi-manager diversification. Management Company
is willing to provide its objective setting and asset allocation services, and
to provide a means to use multi-style, multi-manager diversification services
through investment in shares of the Funds.
Therefore, Management Company and (NAME OF CLIENT) agree as follows:
1. SERVICES PROVIDED BY THE COMPANY. Management Company will provide the
following asset management services to you:
A. Initially, personnel from Management Company will meet as necessary
with your personnel for the principal purposes of providing objective
setting and asset allocation services including (I) reviewing the
current and anticipated assets available for investment and the
financial requirements of and other information relevant to setting
investment objectives; and (ii) assisting
you in defining investment objectives; and (iii) developing an
investment program utilizing the Funds as investment vehicles to seek
to achieve the investment objectives.
B. Thereafter, personnel from Management Company will conduct not less
than (NUMBER OF MEETINGS) meetings per year at your principal office
to review the investment programs which Management Company has
implemented for Investment Company and the investment results of
Investment Company and your account, and to provide such other
assistance with respect to the investment of the assets you shall
reasonably request.
2. AVAILABILITY OF INVESTMENT COMPANY SHARES. When you have determined that
shares of one or more of the Funds are suitable for acquisition, Management
Company shall cause Investment Company to sell shares of the Fund(s) to you
on the terms and subject to the conditions and restrictions set forth in
the Investment Company's prospectus effective at the time of purchase.
3. REPORTS.
A. As a shareholder of Investment Company, you will receive semi-annual
reports showing each Fund's financial condition, investment portfolio
and investment performance as of the end of the period. The annual
financial statements will be audited by independent public
accountants.
B. Management Company will also provide you with such other reports and
analyses concerning the investment performance of (NAME OF FUND OR
ACCOUNT TO BE INVESTED) as you shall reasonably request.
4. ASSIGNMENT. No assignment of this Agreement shall be made by either party
hereto, and Management Company shall not make an "assignment" of this
Agreement as that term is defined in Section 202(a)(1) of the Investment
Advisers Act of 1940, without the written consent of the other party, and
this Agreement shall terminate automatically in the event that it is
assigned.
5. EFFECTIVE DATE AND DURATION OF AGREEMENT. This Agreement shall become
effective on the date set forth on page 1, and shall continue in effect
until terminated by either party as provided in Section 7, below; provided,
however, that Management Company shall have no obligation to make shares of
Investment Company available to you during any period in which the
Investment Company's registration statement under the Securities Act or
applicable state securities registration laws is not effective.
6. TERMINATION AND AGREEMENTS UPON TERMINATION. This Agreement may be
terminated by either party under the following circumstances and in the
following manner:
You may terminate this Agreement at any time without penalty upon written
notice to Management Company. In addition, Section 22(e) of the Investment
Company Act prohibits the Investment Company from suspending the right of
redemption of its shares except under specified circumstances; accordingly,
a complete or substantially complete redemption of shares of Investment
Company held by you shall be treated as and result in your immediate
termination of the Agreement.
Management Company may terminate this Agreement at any time without penalty
upon 30 days' written notice to you.
7. AMENDMENT. This agreement may be amended at any time by written agreement
between you and Management Company.
8. DELIVERY OF DOCUMENTS. You hereby acknowledge receipt of Investment
Company's prospectus dated _________________________________ and Part II of
Management Company's Form ADV as currently on file with the Securities and
Exchange Commission.
9. APPLICABLE LAW. To the extent that state law shall not have been preempted
by the provisions of any laws of the United States heretofore or hereafter
enacted, as the same may be
amended from time to time, this Agreement shall be administered, construed,
and enforced according to the laws of the State of Washington.
10. LIMITATION OF LIABILITY. The Master Trust Agreement dated July 26, 1984,
as amended from time to time, establishing the Investment Company, which is
hereby referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name Xxxxx Xxxxxxx
Investment Company means the Trustees from time to time serving (as
Trustees but not personally) under said Master Trust Agreement. It is
expressly acknowledged and agreed that the obligations of the Investment
Company hereunder shall not be binding upon any of the shareholders,
Trustees, officers, employees or agents of the Investment Company,
personally, but shall bind only the trust property of the Investment
Company, as provided in its Master Trust Agreement.
XXXXX XXXXXXX INVESTMENT
MANAGEMENT COMPANY
By:
--------------------------------
, President
Accepted:
(NAME IN CAPS)
By:
-------------------------------
