▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FUND, INC.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 30th day of April, 1993, by and between ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ FUND, INC. (the "Fund"), a corporation organized under the laws of the
State of Maryland, and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ADVISORS, INC. (the "Advisors".)
WITNESSETH:
In consideration of the mutual promises and agreements herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as
follows:
1. In General
The Advisor agrees, all as more fully set forth herein, to act as
managerial investment advisor to the Fund with respect to the investment of
its assets and to supervise and arrange the purchase and sale of securities
held in each portfolio or the Fund and generally administer the affairs of the
Fund.
2. Duties and Obligations of the Advisor
with respect to Management of the Fund
(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Board of Directors of the Fund, the
Advisor shall:
(i) Decide what securities shall be purchases or sold by each
portfolio of the Fund and when; and
(ii) Arrange for the purchase and the sale of securities held in each
portfolio of the Fund by placing purchase and sale orders for the
Fund.
(b) Any investment purchases or sales made by the Advisor shall at
all times conform to, and be in accordance with, any requirements imposed by:
(1) the provisions of the Investment Company Act of 1940 (the "Act") and of
any rules or regulations in force thereunder; (2) any other applicable
provisions of law; (3) the provisions of the Articles of Incorporation and
By-Laws of the Fund as amended from time to time; (4) any policies and
determinations of the Board of Directors of the Fund; and (5) the fundamental
policies of the Fund, as reflected in its registration statement under the
Act, or as amended by the shareholders of the Fund.
(c) The Advisor shall also administer the affairs of the fund and, in
connection therewith, shall be responsible for (i) maintaining the Fund's
books and records (other than financial or accounting books and records or
those maintained by the Fund's custodian, transfer agent or accounting
services agent); (ii) overseeing the Fund's insurance relationships; (iii)
preparing for the Fund (or assisting counsel and/or auditors in the
preparation of) all required tax returns, proxy statements and reports to the
Securities and Exchange Commission and any other governmental agency (the Fund
agreeing to supply or to cause to be supplied to the Advisors all necessary
financial and other information in connection with the foregoing); (iv)
preparing such applications and reports as may be necessary to register or
maintain the Fund's registration and/or the registration of its shares under
the securities or "blue-sky" laws of the various states (the Fund agreeing to
pay all filing fees or other similar fees in connection therewith); (v)
responding to all inquiries or other communications of shareholders, if any,
which are directed to the Advisor, or, if any such inquiry or communication is
more properly to be responded to by the Fund's transfer agent, custodian or
accounting services agent, including the negotiation of agreements in relation
thereto and the supervision of the performance of such agreements; and (vii)
authorizing and directing any of the Advisors' directors, officers and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected. All services to be furnished by
the Advisor under this agreement may be furnished through the medium of any
such directors, officers and employees of the Advisor.
(d) The Advisor shall give the Fund the benefit of its best judgment
and effort in rendering services hereunder, but the Advisor shall not be
liable for any loss sustained by reason of the purchase, sale, or retention of
any security, whether or not such purchase, sale or retention shall have been
based upon its own investigation and research or upon investigation and
research made by any other individual, firm or corporation, of such purchase,
sale or retention shall have been made and such other individual, firm or
corporation shall, have been selected in good faith. Nothing herein contained
shall, however, be construed to protect the Advisor against any liability to
the Fund or its security holders by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this Agreement.
(e) Nothing in this Agreement shall prevent the Advisor or any
affiliated person (as defined in the Act) of the Advisor from acting as
investment advisor or manager and/or principal underwriter for any other
person, firm, or corporation and shall not in any way limit or restrict the
Advisor or any such affiliated person from buying, selling or trading any
securities or hedging instruments for its or their own accounts or for the
accounts of others from whom it or they may be acting, provided, however, that
in its judgment, will adversely affect the performance of its obligations to
the Fund under this Agreement. The Fund agrees that the words "▇▇▇▇▇▇▇ &
▇▇▇▇▇▇" in its name is derived from the name of the Advisor and is property of
the Advisor for copyright and all other purposes and that therefore such word
may be freely used by the Advisor as to other investment companies or other
investment products. The Fund further agrees that, in the event that the
Advisor ceases to be the Fund's investment advisor for any reason, the Fund
will (unless the Advisor otherwise consents in writing) promptly take all
necessary steps to change its name to a name not including the words "▇▇▇▇▇▇▇
& ▇▇▇▇▇▇".
(f) It is agreed that the Advisor shall have no responsibility or
liability for the accuracy or completeness of the Fund's Registration
Statement under the Act or the Securities Act of 1933 except for
information supplied by the Advisor for inclusion therein. The fund agrees
to indemnify the Advisor to the full extent permitted by the Fund's Articles
of Incorporation.
3 Broker-Dealer Relationships
The Advisor is responsible for decisions to buy and sell securities
for the Fund, broker - dealer selection, and negotiation of brokerage
commission rates. The Advisor's primary consideration in effecting a
securities transaction will be execution at the best available securities
price. The Fund understands that a substantial amount of its portfolio
transactions may be transacted with primary market makers acting as
principle on a net basis, with no brokerage commission being paid by the
Fund. Such principal transactions may, however, result in a profit to market
makers. In certain instance the Advisor may make purchases of underwritten
issues for the Fund at prices which include underwriting fees. In selecting
a broker-dealer to execute each particular transaction, the Advisor will take
the following into consideration: the best net price available;
the reliability, integrity and financial condition of the broker-dealer;
the size of and difficulty in executing the order, and the value of
the expected contribution of the broker-dealer to the investment performance
of the Fund on a continuing basis. Accordingly, the price to the Fund in any
transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of
the portfolio execution services offered. Subject to such policies as the
Board of Directors of the Fund may determine, the Advisor shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused the Fund to pay
a broker or dealer that provides brokerage or research services to the
Advisor an amount of commission for effecting a portfolio transaction in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Advisor determined in good
faith that such amount of commission was reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Advisor's overall
responsibilities with respect to the Fund. The Advisor is further authorized
to allocate the orders placed by it on behalf of the Fund to such brokers or
dealers who also provide research or statistical material, or other services,
to the Fund, the Advisor, or any affiliate of either. Such allocation
shall be in such amounts and proportions as the Advisor shall determine,
and the Advisor shall report in such allocations regularly to the Fund,
indicating the broker dealers to whom such allocations have been made and
the basis therefore. In this Agreement, the term "broker" and
"broker-dealer" shall include futures commissions merchants.
4 Allocation of Expenses
The Advisor agrees that it will furnish the Fund, at the Advisor's
expense, with all office space and facilities, and equipment and clerical
personnel necessary for carrying out its duties under this Agreement. The
Advisor will also pay all compensation of all Directors, officers and
employees of the Fund who are affiliated persons of the Advisor. All costs
and expenses not expressly assumed by the Advisor under this Agreement shall
be paid by the Fund including but not limited to (i) interest and taxes; (ii)
brokerage commissions; (iii) insurance premiums; (iv) compensation and
expenses to its directors other than those affiliated with the Advisor; (v)
legal and audit expenses; (vi) fees and expenses of the Fund's custodian,
shareholder servicing or transfer agent and accounting services agent; (vii)
expense incident to the issuance of its shares or the payment of, or
reinvestment of dividends; (viii) fees and expenses incident to the
registration under Federal or State securities laws of the Fund or its shares;
(ix) expenses of preparing, printing and mailing reports and notices and proxy
materials to shareholders of the Fund (x) all other expenses incidental to
holding meetings of the Fund's shareholders; (xi) dues or assessments of or
contributions to the Investment Company Institute or any successor; and (xii)
such non-recurring expenses as may arise, including litigation affecting the
Fund and legal obligations which the Fund may have to indemnify its officers
and Directors with respect thereto.
5 Compensation of the Advisor
(a) The Fund agrees to pay the Advisor and the Advisor agrees to accept
as full compensation for all services rendered by the Advisor
hereunder, an annual management fee payable monthly and computed in the net
asset value of the Fund as of the close of business each business day at the
annual rates included in Schedule A to this Agreement
In the event the expenses of the Fund (including the fees of the
Advisor and amortization of organization expenses but including interest,
taxes, brokerage commissions, extraordinary expenses and sales charges
and distribution fees) for any fiscal year exceed the limits set by
applicable regulations of state securities commissions, the Advisor will
reduce its fee by the amount of such excess. Any such reductions are subject
to readjustment during the year. The payment of the management fee at the
end of any month will be reduced pr postponed or, if necessary, a refund
will be made to the Fund so that at no time will there be any accrued but
unpaid liability under this expense limitation.
6. Duration and Termination
(a) This Agreement shall go into effect on the date set forth above
and shall, unless terminated as hereinafter provided, continue in effect until
the first meeting of the Fund's shareholders and if approved at the meeting,
thereafter from year to year, but only so long as such continuance is
specifically approved at least annually by the Fund's Board of Directors who
are not parties to this Agreement or "interested persons" (as defined
in the Act) of any such party cast in persons at a meeting called for the
purpose of voting of 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 such a vote of the Directors.
(b) This Agreement may be terminated by the Advisor at any time without
penalty upon giving the Fund sixty (60) days' written notice (which notice may
be waived by the Fund) and may be terminated by the Fund at any time without
penalty upon giving the Advisor sixty (60) days' written notice (which notice
may be waived by the Advisor), provided that such termination by the Fund
shall be directed or approved by the vote of the holders of a majority (as
defined in the Act) of the voting securities of the Fund at the time
outstanding and entitled to vote. This agreement shall automatically
terminate in the event of this assignment (as so defined).
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by duly authorized persons and their seals to be
hereunto affixed, all of the day and year first above written.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FUND, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
ATTEST
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ADVISORS INC.
By /s/ B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Executive Vice President
ATTEST
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Schedule A
FEE SCHEDULE
The Fund agrees to pay the Advisor as full compensation for all services
rendered by the Advisor hereunder, an annual management fee payable monthly
and computed on the net asset value of the Fund as of the close of business
each day at the annual rates listed below:
A. For the Small Cap Series, the Economic Sector Series, the Energy Series,
Technology Series, Commodity Series, Financial Services Series, International
Series, Contrarian Series, Life Sciences Series, the Global Fixed Income, the
Blended Asset Series I and the Blended Asset Series II, the Fund will pay the
Advisor an annual management fee payable monthly and computed on the net asset
value of the Fund as of the close of business each business day at the annual
rate of 1% of such net asset value.
B. The fund will pay the Advisor an annual management fee payable monthly
and computed on the net asset value of the Fund as of the close of business
each business day at the annual rate of .35% for the Flexible Yield Series
I of such net asset value; (ii) .45% for the Flexible Yield Series II of such
net asset value; and (iii) .50% for the Flexible Yield Series III of such
net asset value.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Fund, Inc. (the "Fund") and ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ Advisors, Inc. (the "Advisor").
RECITALS
The Fund has executed and delivered the Investment Advisory Agreement
dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor.
The Agreement sets forth the rights and obligation of the parties with
respect to the management of the Series or the Fund. The Fund has created
three additional Series: the New York Tax Exempt Series, Ohio Tax Exempt
Series and the Diversified Tax Exempt Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule A of the Agreement with respect to
the Additional Series will be as set forth below:
SERIES PERCENTAGE
New York Tax Exempt Series .50%
Ohio Tax Exempt Series .50%
Diversified Tax Exempt Series .50%
The parties below have executed this Agreement as of September 23, 1993.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FUND, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ADVISORS, INC.
By: /s/B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Executive ▇. ▇.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 7-20-95
Tax Managed Series
Blended Assets Defensive Series
Blended Assets Growth Plus Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Fund, Inc. (the "Fund") and ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ Advisors, Inc. (the "Advisor").
RECITALS
The Fund has executed and delivered the Investment Advisory Agreement
dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor.
The Agreement sets forth the rights and obligation of the parties with
respect to the management of the Series of the Fund. The Fund has created the
Tax Managed Series, Blended Assets Defensive Series and the Blended Assets
Growth Plus Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule A of the Agreement with respect to
the Additional Series will be as set forth below:
SERIES PERCENTAGE
Tax Managed Series 1.00%
Blended Assets Defensive Series .80%
Blended Assets Growth Plus Series 1.00%
The parties below have executed this Agreement as of July 20, 1995.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FUND, INC.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ADVISORS, INC.
/s/B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Executive ▇. ▇.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
World Opportunities Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Fund, Inc. (the "Fund") and ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ Advisors, Inc. (the "Advisor").
RECITALS
The Fund has executed and delivered the Investment Advisory Agreement
dated as of April 30,1993 (the "Agreement"), between the Fund and the Advisor.
The Agreement sets forth the rights and obligation of the parties with
respect to the management of the Series of the Fund. The Fund has created one
additional Series: World Opportunities Fund (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule A of the Agreement with respect to
the Additional Series will be as set forth below:
SERIES PERCENTAGE
World Opportunities Fund 1.00%
The parties below have executed this Agreement as of December 12,1995.
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ FUND, INC.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ADVISORS, INC.
/s/B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
B. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Executive V. P.