INVESTMENT MANAGEMENT AGREEMENT
[FUND]
[DATE]
▇▇ ▇▇▇▇▇ Securities Corporation
[address]
Dear Sirs:
_______________ (the "Fund"), a corporation organized under the laws of the
State of Maryland, herewith confirms its agreement with ▇▇ ▇▇▇▇▇ Securities
Corporation ("▇▇ ▇▇▇▇▇"), as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Articles of Incorporation, as amended, and in its Prospectuses and Statements of
Additional Information as from time to time in effect, and in such manner and to
such extent as may from time to time be approved by the Board of Directors of
the Fund. Copies of the Fund's Prospectuses, Statements of Additional
Information and Articles of Incorporation, as amended, have been or will be
submitted to ▇▇ ▇▇▇▇▇. The Fund desires to employ and hereby appoints ▇▇ ▇▇▇▇▇
to act as investment manager to its portfolio (the "Portfolio"). ▇▇ ▇▇▇▇▇
accepts the appointment and agrees to furnish the services set forth below for
the compensation set forth below.
2. Services as Investment Manager
Subject to the supervision and direction of the Board of Directors of the
Fund, ▇▇ ▇▇▇▇▇ will (a) act in strict conformity with the Fund's Articles of
Incorporation and By-laws, the Investment Company Act of 1940 (the "Act") and
the Investment Advisers Act of 1940, as the same may from time to time be
amended, (b) manage the Portfolio in accordance with the Fund's investment
objective and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect, (c) make general
investment decisions for the Fund including decisions concerning (i) the
specific types of securities to be held by the Fund and the proportion of the
Fund's assets that should be allocated to such investments during particular
market cycles and (ii) the specific issuers whose securities will be purchased
or sold by the Fund, [(iii) the extent to which taxable securities will be
purchased for and held by the Fund, (iv) the appropriate maturity of its
portfolio investments (v) the appropriate average weighted maturity of its
portfolio in light of current market conditions]* and (d) supply office
facilities (which may be in ▇▇ ▇▇▇▇▇'▇ own offices); statistical and research
data; data
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* Note that the bracketed text is omitted from the New Advisory Agreement and
the Prior Advisory Agreement for all Funds, with the exception of the
Standby Tax-Exempt Reserve Fund, Inc.
processing services; clerical, [accounting and bookkeeping]* services; internal
auditing and legal services; internal executive and administrative services;
stationery and office supplies; preparation of reports to shareholders of the
Fund; preparation of tax returns, reports to and filings with the Securities and
Exchange Commission and state Blue Sky authorities; calculation of the net asset
value of shares of the Fund; and general assistance in all aspects of the Fund's
operations. In providing those services, ▇▇ ▇▇▇▇▇ will supervise the Fund's
investments generally and conduct a continual program of evaluation of the
Fund's assets.
In connection with the performance of its duties under this Agreement, it
is understood that ▇▇ ▇▇▇▇▇ will from time to time employ or associate with
itself such person or persons as ▇▇ ▇▇▇▇▇ may believe to be particularly fitted
to assist it in the performance of this Agreement, it being understood that the
compensation of such person or persons shall be paid by ▇▇ ▇▇▇▇▇ and that no
obligation may be incurred on the Fund's behalf in any such respect. ▇▇ ▇▇▇▇▇, a
limited partnership formed under the laws of the state of New York, will notify
the Fund of any change in its membership within a reasonable time after such
change.
3. Information Provided to the Fund; Books and Records
(a) ▇▇ ▇▇▇▇▇ will keep the Fund informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Fund from time
to time with whatever information ▇▇ ▇▇▇▇▇ believes is appropriate for this
purpose.
(b) In compliance with the requirements of Rule 31a-3 under the Act, ▇▇
▇▇▇▇▇ hereby agrees that all records which it maintains for the Fund are the
property of the Fund and further agrees to surrender promptly to the Fund any of
such records upon the Fund's request.
4. Standard of Care
▇▇ ▇▇▇▇▇ shall exercise its best judgment in rendering the services listed
in paragraph 2 above. ▇▇ ▇▇▇▇▇ shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, provided that nothing herein shall be
deemed to protect or purport to protect ▇▇ ▇▇▇▇▇ against any liability to the
Fund or to its shareholders to which ▇▇ ▇▇▇▇▇ could otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of ▇▇ ▇▇▇▇▇'▇ reckless disregard of its
obligations and duties under this Agreement.
Any person, even though also a partner, officer, employee, or agent of ▇▇
▇▇▇▇▇, who may be or become a Director, officer, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or acting on any business
of the Fund, to be rendering such services to or acting solely for the Fund and
not as a Director, officer, employee, or agent or one under the control or
direction of ▇▇ ▇▇▇▇▇ even though paid by it.
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* Note that the bracketed text is omitted from both the New Advisory
Agreement and the Prior Advisory Agreement for the Large Cap Fund.
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5. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Fund will pay ▇▇ ▇▇▇▇▇ on the first business day of each month a fee for the
previous month, calculated daily, at the annual rate of __________% of the
Fund's average daily net assets. The fee for the period from the date the Fund
commences investment operations to the end of the month during which the Fund
commences investment operations shall be prorated according to the proportion
that such period bears to the full monthly period. Upon any termination of this
Agreement before the end of a month, the fee for such part of that month shall
be prorated according to the proportion that such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to ▇▇ ▇▇▇▇▇, the value of
the Fund's net assets shall be computed at the times and in the manner specified
in the Fund's Prospectus and the Statement of Additional Information as from
time to time in effect.
6. Expenses
▇▇ ▇▇▇▇▇ will bear all expenses in connection with the performance of its
services under this Agreement. The Fund will bear certain other expenses to be
incurred in its operation, including: taxes, interest, brokerage fees and
commissions, if any; fees of directors of the Fund who are not officers or
employees of ▇▇ ▇▇▇▇▇; Securities and Exchange Commission fees and state Blue
Sky qualification fees; management, advisory and administration fees; charges of
custodians and transfer and dividend disbursing agents; [outside accounting and
bookkeeping expenses;]* certain insurance premiums; outside auditing and legal
expenses; costs of maintenance of corporate existence; costs attributable to
investor services, including, without limitation, telephone and personnel
expenses; costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of the shareholders,
officers or Board of Directors of the Fund; and any extraordinary expenses.
7. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of the Fund (including fees
pursuant to this Agreement, but excluding interest, taxes, brokerage expenses,
an applicable portion of distribution expenses and, with the prior written
consent of the appropriate state securities commissions, extraordinary expenses)
exceed the applicable expense limitation of any state having jurisdiction over
the Fund, ▇▇ ▇▇▇▇▇ will reimburse the excess expense. ▇▇ ▇▇▇▇▇'▇ expense
reimbursement obligation will be limited to the amount of its fees received
pursuant to this Agreement, however, ▇▇ ▇▇▇▇▇ shall reimburse the Fund for such
excess expenses regardless of the amount of fees paid to it during such fiscal
year to the extent that the securities regulations of any state in which Fund
shares are registered and qualified for sale so require. This expense
reimbursement, if any, will be estimated, reconciled and paid on a monthly
basis. From time to time ▇▇ ▇▇▇▇▇, in its sole discretion and as it deems
appropriate, may assume certain expenses of the Fund while retaining the ability
to be reimbursed by the Fund for such amounts prior to the end of the fiscal
year.
-----------
* Note that the bracketed text is omitted from both the New Advisory
Agreement and the Prior Advisory Agreement for each Fund except the Large
Cap Fund.
-3-
8. Services to Other Companies or Accounts
The Fund understands that ▇▇ ▇▇▇▇▇ now acts and will continue to act as
investment adviser to fiduciary and other managed accounts and now acts and will
continue to act as investment manager, investment adviser, sub-investment
adviser and/or administrator to one or more other investment companies, and the
Fund has no objection to ▇▇ ▇▇▇▇▇'▇ so acting, provided that whenever the Fund
and one or more other accounts or investment companies advised by ▇▇ ▇▇▇▇▇ have
available funds for investment, investments suitable and appropriate for each
will be allocated in a manner believed to be equitable to each entity. The Fund
recognizes that in some cases this procedure may adversely affect the size of
the position obtainable for the Fund. In addition, the Fund understands that the
persons employed by ▇▇ ▇▇▇▇▇ to assist in the performance of ▇▇ ▇▇▇▇▇'▇ duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of ▇▇ ▇▇▇▇▇ or any
affiliate of ▇▇ ▇▇▇▇▇ to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
9. Term of Agreement
This Agreement shall become effective on the date first written above and
shall continue for an initial two year term and thereafter shall continue
automatically, provided such continuance is specifically approved at least
annually by (a) the Board of Directors of the Fund or (b) a vote of a "majority"
(as defined in the Act) of the Fund's outstanding voting securities, provided
that in either event the continuance is also approved by a majority of the Board
of Directors who are not "interested persons" (as defined in that Act) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable, without
penalty, on 60 days' written notice, by the Board of Directors of the Fund or by
vote of holders of a majority of the Fund's shares, or upon 90 days' written
notice, by ▇▇ ▇▇▇▇▇. This Agreement will also terminate automatically in the
event of its assignment (as defined in the Act and the Rules thereunder).
10. Amendment of this Agreement
No provision of this Agreement 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 material amendment of this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Fund.
11. Miscellaneous
The captions in this Agreement 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 Agreement shall be
held or made invalid by court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be invalidated or rendered unenforceable
thereby. This Agreement shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by New York law without giving
effect to the conflict of law provisions thereof.
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If the foregoing is in accordance with your understanding indicate your
acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
[FUND]
By:_________________________________
Name:
Title:
Accepted and Agreed:
▇▇ ▇▇▇▇▇ SECURITIES CORPORATION
By:____________________________
Name:
Title: