INVESTMENT ADVISORY AGREEMENT
of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fund, Inc.
AGREEMENT made this 17th day of November, 1992 by and between ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Fund, Inc., a Maryland corporation (the "Fund") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset
Management Inc., a Delaware corporation (the "Adviser").
1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the investment funds (the "Investment Funds") of the Fund
as set forth on Schedule A attached hereto and such other Investment Funds as
may be offered by the Fund, for the period and on such terms as set forth in
this Agreement. The Fund employs the Adviser to manage the investment and
reinvestment of the assets of the Investment Funds, to continuously review,
supervise and administer the investment program of each of the Investment Funds,
to determine in its discretion the securities to be purchased or sold and the
portion of each Investment Fund's assets to be held uninvested, to provide the
Fund with records concerning the Adviser's activities which the Fund is required
to maintain, and to render regular reports to the Fund's officers and Board of
Directors concerning the Adviser's discharge of the foregoing responsibilities.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the officers and the Board of Directors of the Fund, and in
compliance with the objectives, policies and limitations set forth in the Fund's
prospectus and applicable laws and regulations. The Adviser accepts such
employment and agrees to render the services and to provide, at its own expense,
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 select the brokers
or dealers that will execute the purchases and sales of securities for each of
the Investment Funds and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Unless and until otherwise directed by the Board of Directors of the Fund, the
Adviser is authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if the Adviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to present an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser, at the end of each of the Fund's fiscal quarters, an advisory fee
calculated by applying a quarterly rate, based on the annual percentage rates as
set forth in Schedule A attached hereto with respect to the average daily net
assets of each of the Investment Funds for the quarter.
In the event of termination of this Agreement, the fees provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal quarter as a percentage of
the total number of days in such quarter.
4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.
5. REPORTS. The Fund and the Adviser agree to furnish to each other
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 ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others.
7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard of the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940
Act")), the Adviser shall not be subject to any liability whatsoever to the
Fund, or to any shareholder of the Fund, for any error of judgment, mistake of
law or any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of any of the Investment Funds.
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8. PERMISSIBLE INTERESTS. Subject to and in accordance with the Amended
Articles of Incorporation of the Fund and the Certificate of Incorporation of
the Adviser, Directors, officers, agents and shareholders of the Fund are or may
be interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Directors, officers,
shareholders or otherwise; and the Adviser (or any successor) is or may be
interested in the Fund as a shareholder or otherwise; and the effect of any such
interrelationships shall be governed by said Amended Articles of Incorporation,
Certificate of Incorporation and the provisions of the 1940 Act.
9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of November 16, 1994 or the
date of the first annual or special meeting of the shareholders of the Fund and,
if approved by a majority of the outstanding voting securities of the respective
Investment Funds, thereafter shall continue for periods of one year so long as
such continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Directors of the Fund 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 Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of each of the Investment Funds; provided,
however, that if the holders of any Investment Fund fail to approve the
Agreement as provided herein, the Adviser may continue to serve in such capacity
in the manner and to the extent permitted by the 1940 Act and rules thereunder.
This Agreement may be terminated with respect to any of the Investment Funds at
any time, without the payment of any penalty, by vote of a majority of the
entire Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Investment Fund on 60 days' written notice
to the Adviser. This Agreement may be terminated by the Adviser at any time,
without the payment of any penalty, upon 90 days' written notice to the Fund.
This Agreement will automatically and immediately terminate in the event of its
assignment, provided that an assignment to a corporate successor to all or
substantially all of the Adviser's business or to a wholly-owned subsidiary of
such corporate successor which does not result in a change of actual control of
the Adviser's business shall not be deemed to be an assignment for the purposes
of this Agreement. 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 and shall be deemed given when received by the addressee.
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As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.
10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Directors of the Fund 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 amendment, and (b) by vote of a
majority of the outstanding voting securities of each of the Investment Funds.
11. USE OF NAME. The Fund agrees that if this Agreement is terminated and
the Adviser shall no longer be the adviser to the Fund, the Fund will, within a
reasonable period of time, change its name to delete reference to "▇▇▇▇▇▇
▇▇▇▇▇▇▇."
12. SEVERABILITY. If any provisions 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.
13. APPLICABLE LAW. This Agreement shall be construed in accordance with
the laws of the State of New York, provided, however, that nothing herein shall
be construed as being inconsistent with the 1940 Act.
14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized as of the day and year
first written above.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FUND, INC.
MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Title: President
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AMENDED
SCHEDULE A
ANNUAL
INVESTMENT FUND PERCENTAGE RATE
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Equity Allocation Fund 1.00%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Fixed Income Fund 0.75%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asian Growth Fund 1.00%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money Market Fund 0.35%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ American Value Fund 0.85%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide High Income Fund 0.75%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Growth and Income Fund ____%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ European Equity Fund 1.00%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Latin American Fund 1.25%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Fund 1.25%