EXHIBIT 4(f)
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT made as of the 16th day of October, 1992,
by and between Pacific Global Fund, Inc., a Maryland corporation doing business
as Pacific Advisors Fund Inc. (the "Corporation"), on behalf of the Small Cap
Fund (the "Fund"), and Pacific Global Investment Management Company, a
California corporation (the "Investment Manager").
W I T N E S S E T H:
WHEREAS, the Corporation intends to engage in business as an open-end
management investment company and register as such under the Investment Company
Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is a separately designated series of shares of Common
Stock of the Corporation; and
WHEREAS, the Investment Manager is engaged principally in the business of
rendering investment management and investment advisory services and is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended; and
WHEREAS, the Corporation desires to retain the Investment Manager to
render investment supervisory and administrative services to the Fund in the
manner and on the terms and conditions hereinafter set forth;
WHEREAS, the Corporation and the Investment Manager propose to engage a
subadviser ("Sub-Adviser") to provide certain investment advisory and other
services to the Fund, subject to the approval of the Board of Directors of the
Corporation and, to the extent required by law, subject to the approval of the
shareholders of the Fund;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto, intending to
be legally bound, do hereby agree as follows:
1. DUTIES AND RESPONSIBILITIES OF THE INVESTMENT MANAGER.
1.1 INVESTMENT SUPERVISORY SERVICES. The Investment Manager shall, subject
to the supervision of the Board of Directors of the Corporation, act as
investment manager of the Corporation with respect to the Fund and, as such,
shall:
1.1.1 INVESTMENT OF FUND'S ASSETS. Supervise and direct, or cause
the Sub-Adviser to supervise and direct, the investment of the Fund's
assets in accordance with applicable
1
law, and the investment objectives, investment program, policies, and
restrictions set forth in the then-current prospectus ("Prospectus") and
the then-current Statement of Additional Information ("SAI") relating to
the Fund contained in the Corporation's Registration Statement under the
1940 Act and the Securities Act of 1933, as amended ("1933 Act"), and
subject to such further limitations as the Board of Directors of the
Corporation may, from time to time, impose by written notice to the
Investment Manager.
1.1.2 INVESTMENT PROGRAM. Formulate and implement, or cause the
Sub-Adviser to formulate and implement, a continuing program for the
management of the Fund's assets and resources.
In furtherance of these duties and responsibilities, the Investment
Manager is authorized, in its discretion and without prior consultation
with the Corporation to: (i) buy, sell, exchange, convert, lend, and
otherwise trade in any stocks, bonds, and other securities or assets for
the Fund; and (ii) place orders and negotiate the commissions (if any) for
the execution of transactions in securities with or through such brokers,
dealers, underwriters, or issuers as the Investment Manager or Sub-Adviser
may select for the Fund.
1.2 RELATED SERVICES. The Investment Manager shall supervise the Transfer
Agent's performance of the administration of all aspects of the Corporation's
business and affairs with respect to the Fund as performed by the transfer agent
pursuant to an Administrative Services Agreement.
1.2.1 AGENTS. Assist the Corporation and transfer agent in
selecting, coordinating the activities of, supervising, and acting as
liaison with any other persons and agents engaged by the Corporation,
including the Corporation's custodian, accounting services agent, transfer
agent, dividend disbursing agent, shareholder servicing agent, independent
auditors, and independent legal counsel.
1.2.2 DIRECTORS AND OFFICERS. Authorize and permit the Investment
Manager's directors, officers and employees who may be elected or
appointed as directors or officers of the Corporation to serve in such
capacities, without remuneration from or additional cost to the
Corporation.
1.2.3 REPORTS TO THE CORPORATION. Furnish to or place at the
disposal of the Corporation such information, reports, evaluations,
analyses, and opinions relating to its functions as the Corporation may,
at any time or from time to time, reasonably request or as the Investment
Manager may deem helpful to the Corporation.
2
2. ALLOCATION OF EXPENSES.
2.1 EXPENSES PAID BY THE INVESTMENT MANAGER.
2.1.1 SALARIES AND FEES OF DIRECTORS AND OFFICERS. As between the
Corporation, with respect to the Fund, and the Investment Manager, the
Investment Manager shall pay all salaries, expenses, and fees, if any, of
the directors, officers, and employees of the Investment Manager who are
directors, or employees of the Corporation.
2.1.2 WAIVER OR ASSUMPTION AND REIMBURSEMENT OF CORPORATION EXPENSES
BY THE INVESTMENT MANAGER. The waiver or assumption and reimbursement by
the Investment Manager of any expense of the Corporation that the
Investment Manager is not required by this Agreement to waive, or assume
and reimburse, shall not obligate the Investment Manager to waive, or
assume or reimburse, the same or any similar expense of the Corporation on
any subsequent occasion, unless so required pursuant to a separate
agreement between the Corporation and the Investment Manager.
2.2 EXPENSES PAID BY THE CORPORATION. The Corporation, with respect to the
Fund, shall bear all expenses of its organization, operations, and business not
specifically waived, assumed, or agreed to be paid by the Investment Manager as
provided in this Agreement or any other agreement between the Corporation and
the Investment Manager. In particular, the expenses that the Corporation, with
respect to the Fund, shall bear include, but are not limited to:
2.2.1 CUSTODY AND ACCOUNTING SERVICES. All fees and expenses of
depositories, custodians, accounting service agents, and other agents for
the transfer, receipt, safekeeping, servicing of, and accounting for the
Fund's cash, securities, and other property, including, among other
things, fees and expenses for the calculation of standardized effective
and compound yield quotations for the Fund, maintenance of ledgers,
position and income reports, and settlement of Fund purchases and sales.
2.2.2 DISTRIBUTION EXPENSES. Distribution expenses of the Fund paid
pursuant to any plan of distribution adopted in accordance with the
provision of Rule 12b-1 under the 1940 Act ("Rule 12b-1 Plan").
2.2.3 TRANSFER AGENCY, SHAREHOLDER SERVICING, AND DIVIDED
DISBURSEMENT. All costs of establishing, maintaining, and servicing
accounts of shareholders of the Fund, including the Fund's proportionate
share of all fees and expenses of the Corporation's transfer agent,
administrative services agent, shareholder services agent, dividend
disbursing agent, and any other agents engaged by the Corporation to
service such Fund accounts. In addition, the Corporation shall reimburse
the Investment Manager and charge to the Fund the Fund's proportionate
share of all expenses incurred by the Investment Manager in responding to
telephonic and written inquiries from, and in mailing information to Fund
3
shareholders and others requesting information on behalf of Fund
shareholders, regarding matters such as shareholder account or transaction
status, net asset value of Fund shares, Fund performance and general
information about the Fund.
2.2.4 SHAREHOLDER REPORTS AND OTHER COMMUNICATIONS. All costs of
preparing, setting in type, printing, and distributing reports and other
communications to shareholders of the Fund.
2.2.5 PROSPECTUSES. All cost of preparing, setting in type,
printing, and mailing to shareholders of the Fund annual or more frequent
revisions of the Corporation's Prospectus and SAI and any supplements
thereto.
2.2.6 SHAREHOLDER MEETINGS. All costs incidental to holding meetings
of shareholders of the Fund, including the printing of notices and proxy
materials, and proxy solicitations therefor.
2.2.7 PRICING AND PORTFOLIO VALUATION. All costs of daily valuation
of the individual portfolio securities of the Fund and daily computation
of the net asset value per share of the Fund, including a proportionate
share of the cost of any equipment obtained by the Corporation, the
Investment Manager, or agents of the Corporation, or proportionate share
of the cost of any equipment currently owned by the Investment Manager,
that will be used to price the Fund's shares or value the Fund's assets or
the cost of the services of any agents engaged by the Corporation for the
purpose of pricing Fund shares or valuing the assets of the Fund.
2.2.8 COMMUNICATIONS. All charges for equipment or services used for
communications with respect to the Fund between the Investment Manager or
the Corporation and the custodian, accounting services agent, transfer
agent, shareholder servicing agent, dividend disbursing agent, or any
other agent engaged by the Corporation to provide services to the Fund.
2.2.9 INDEPENDENT LEGAL AND ACCOUNTING FEES. The Fund's
proportionate share of all charges for services and expenses of the
Corporation's independent legal counsel and independent auditors.
2.2.10 DIRECTORS' FEES AND EXPENSES. The Fund's proportionate share
of all compensation of Directors (other than those directors affiliated
with the Investment Manager), all expenses incurred in connection with
their services as directors, and all expenses of meetings of the Board of
Directors of the Corporation and committees of the Board of Directors.
4
2.2.11 FEDERAL REGISTRATION FEES. The Fund's proportionate share of
all fees and expenses of maintaining the registration of the Corporation
under the 1940 Act and maintaining the registration of the Fund's shares
or registering additional shares of the Fund under the 1933 Act, including
all fees and expenses incurred in connection with the preparation, setting
in type, printing, and filing of any post-effective amendments or
supplements to the Registration Statement, Prospectus, and SAI for the
Corporation under the 1933 Act or the 1940 Act that may be prepared from
time to time.
2.2.12 STATE REGISTRATION FEES. The Fund's proportionate share of
all fees and expenses of (i) maintaining the registration and
qualification of the Corporation or the Fund, as appropriate, and of the
Fund's shares for sale under the securities laws of various states and
jurisdictions, (ii) of registering and qualifying additional shares of the
Fund, and (iii) of maintaining the registration and qualification of the
Corporation or the Fund, as appropriate, under all other laws applicable
to the Corporation or the Fund, as appropriate, or its business
activities.
2.2.13 ISSUE, REDEMPTION, AND TRANSFER OF THE FUND'S SHARES. All
expenses incurred in connections with the issue, redemption, and transfer
of the Fund's shares, including the expenses of confirming all share
transactions and of transmitting any share certificates for the Fund.
2.2.14 BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or regulation or deemed advisable
by the Board of Directors of the Corporation, including, without
limitation, such bond, liability, and other insurance expense that may
from time to time be allocated to the Fund in a manner approved by the
Board of Directors of the Corporation.
2.2.15 BROKERAGE COMMISSIONS. All brokers' commissions, if any, and
other charges incident to the purchase, sale, or lending of the Fund's
portfolio securities.
2.2.16 TAXES. The Fund's proportionate share of all taxes or
governmental fees payable to federal, state, or other governmental
agencies, domestic or foreign, including issue, stamp, or transfer taxes.
2.2.17 TRADE ASSOCIATION FEES. The Fund's proportionate share of all
fees, dues, costs of attendance at meeting and conferences, and other
expenses incurred in connection with the Corporation's membership in any
trade association or other investment organization.
2.2.18 PERFORMANCE INFORMATION. Industry performance reporting
services fees reasonably necessary for Board of Directors of the
Corporation to keep current regarding industry and regulatory
requirements.
5
2.2.19 NONRECURRING AND EXTRAORDINARY EXPENSES. The Fund's
proportionate share of such nonrecurring and extraordinary expenses as may
arise, including the costs of actions, suits, or proceedings to which the
Corporation is a party and the expenses the Corporation may incur as a
result of its legal obligation to provide indemnification to its
directors, officers, and employees, and agents.
2.2.20 ORGANIZATIONAL EXPENSES. The Fund shall pay or assume all its
organizational expenses, subject to such expense limitation or
reimbursement arrangements as may be separately agreed to by the
Investment Manager and specified in the Registration Statement pursuant to
which the Fund makes the initial public offering of its shares.
3. MANAGEMENT FEES.
3.1 COMPENSATION. The Corporation, with respect to the Fund, shall pay the
Investment Manager, as compensation for all services rendered, facilities
provided, and expenses waived or assumed and reimbursed by the Investment
Manager, investment management fees at the annual rate of .75% of the first $200
million of average daily net assets of the Fund; .72% of average daily net
assets of the Fund up to the next $200 million; .69% of average daily net assets
of the Fund up to the next $200 million; and .66% of average daily net assets of
the Fund in excess of $600 million.
3.2 METHOD OF COMPUTATION. The investment management fee shall accrue on
each calendar day and the sum of the daily fee accruals for the Fund shall be
paid monthly to the Investment Manager on the first business day of the next
calendar month. The daily fee accruals shall be computed by multiplying the
fraction of one over the number of calendar days in the year by the applicable
annual rates for the Fund, described in subparagraph 3.1. above, and multiplying
the product by the net assets of the Fund as determined in accordance with the
current Prospectus of the Corporation as of the close of business on the last
preceding business day on which the Corporation was open for business.
3.3 PRORATION OF FEE. If this Agreement becomes effective or terminates
before the end of any month, the fee for the period from the effective date to
the end of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the proportion
which such period bears to the full month in which such effectiveness or
termination occurs.
4. BROKERAGE.
Subject to seeking best execution, and subject to any policies or
procedures as then approved by the Board of Directors of the Corporation, the
Investment Manager, in carrying out its duties under Paragraph 1.1, may cause,
or permit the sub-Adviser to cause, the Corporation, on behalf of the Fund, to
pay a broker-dealer that furnishes brokerage or research services (as such
services are defined under Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"))
6
a higher commission than that which might be charged by another broker-dealer
that does not furnish brokerage or research services or that furnishes brokerage
or research services deemed to be of lesser value, if the Investment Manager or
Sub-Adviser determines in good faith that the amount of such commission is
reasonable in relation to the value of the brokerage and research services
provided by the broker-dealer viewed in terms of either that particular
transaction or the overall responsibilities of the Investment Manager or
Sub-Adviser with respect to the other accounts, if any, as to which it exercises
investment discretion (as such term is defined under Section 3(a)(35) of the
1934 Act).
5. INVESTMENT MANAGER'S USE OF THE SERVICES OF OTHERS.
The Investment Manager may at its own cost (except as contemplated by
Paragraph 4 of this Agreement) employ, retain, or otherwise avail itself of the
services or facilities of other persons or organizations for the purpose of
providing the Investment Manager, the Corporation, or the Fund with (i) such
statistical and other factual information; (ii) such advice regarding economic
factors and trends; (iii) such advice as to occasional transactions in specific
securities; (iv) or such other information, advice, or assistance as the
Investment Manager may deem necessary, appropriate, or convenient for the
discharge of its obligations hereunder or otherwise helpful to the Investment
Manager, the Corporation, or the Fund, or in the discharge of the Investment
Manager's overall responsibilities with respect to the other accounts which it
serves as an investment manager.
6. OWNERSHIP OF RECORDS.
All records required to be maintained and preserved by the Corporation,
with respect to the Fund, pursuant to the provisions of rules and regulations of
the Securities and Exchange Commission under Section 31(a) of the 1940 Act and
maintained and preserved by the Investment Manager on behalf of the Corporation,
with respect to the Fund, are the property of the Corporation and shall be
surrendered by the Investment Manager promptly on request by the Corporation.
7. REPORTS TO THE INVESTMENT MANAGER.
The Corporation shall furnish or otherwise make available to the
Investment Manager such Prospectuses, Statements of Additional Information,
financial statements, proxy statements, reports, and other information relating
to the business and affairs of the Corporation, with respect to the Fund, as the
Investment Manager may, at any time or from time to time, reasonably require in
order to discharge its obligations under this Agreement.
8. REPORTS TO THE CORPORATION.
The Investment Manager shall furnish to or place at the disposal of the
Corporation such information, reports, evaluations, analyses, and opinions as
the Corporation may, at any time or from
7
time to time, reasonably request with respect to the Fund or as the Investment
Manager may deem helpful to the Fund.
9. SERVICES TO OTHER CLIENTS.
Nothing herein contained shall limit the freedom of the Investment Manager
or any affiliated person of the Investment Manager to render investment
supervisory and corporate administrative services to other investment companies
(including but not limited to one or more series of the Corporation), to act as
investment adviser or investment counselor to other persons, firms, or
corporations, or to engage in other business activities; however, so long as
this Agreement or any extension, renewal, or amendment hereof shall remain in
effect or until the Investment Manager shall otherwise consent, the Investment
Manager shall be the only investment manager to the Corporation.
10. LIMITATION OF LIABILITY OF THE INVESTMENT MANAGER.
Neither the Investment Manager nor any of its directors, officers, or
employees performing services for the Corporation, with respect to the Fund, at
the direction or request of the Investment Manager in connection with the
Investment Manager's discharge of its obligations undertaken or reasonably
assumed with respect to this Agreement, shall be liable for any error of
judgment or mistake of law or for any loss suffered by the Corporation, with
respect to the Fund, in connection with the matters to which this Agreement
relates; PROVIDED, that nothing herein contained shall be construed to protect
the Investment Manager or any such persons against any liability to the
Corporation or its shareholders to which the Investment Manager or such persons
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its or their duties on behalf of the
Corporation or for failure by the Investment Manager or any such persons to
exercise due care in rendering other services to the Corporation.
11. RETENTION OF SUB-ADVISER.
Subject to the Fund's obtaining the initial and periodic approvals
required under Section 15 of the 1940 Act, the Investment Manager may retain a
Sub-Adviser to perform investment advisory and other services to the Fund. The
retention of a Sub-Adviser shall be at the risk, cost, and expense of the
Investment Manager. The retention of a Sub-Adviser shall in no way reduce the
responsibilities or obligations of the Investment Manager under this Agreement
and the Investment Manager shall be responsible to the Corporation for all acts
or omissions of the Sub-Adviser in connection with the performance of the
Investment Manager's duties hereunder. The Investment Manager shall pay and
shall be solely responsible for the payment of the fees of the Sub-Adviser for
the performance of its services for the Fund.
12. TERM OF AGREEMENT.
8
The term of this Agreement shall begin on the day and year first above
written, and unless sooner terminated as hereinafter provided, shall continue in
effect through October 16, 1994. Thereafter, this Agreement shall continue in
effect from year to year, subject to the termination provisions and all other
terms and conditions hereof; PROVIDED, that such continuance is specifically
approved at least annually by the Board of Directors of the Corporation or by
vote of a majority of the outstanding voting securities of the Fund in
accordance with the requirements of the 1940 Act; and PROVIDED FURTHER, that in
either event such continuance also is approved annually by vote, cast in person
at a meeting called for the purpose of voting on such approval of a majority of
the Board of Directors of the Corporation who are not parties to this Agreement
or "interested persons" (as defined in the 1940 Act and rules thereunder) of any
such party (hereinafter "non-interested Directors"). In any event, continuance
of this Agreement is subject to the approval of this Agreement by a majority of
the outstanding voting securities of the Fund, as a "series" of the Corporation
(as that term is defined in the 1940 Act and rules thereunder), within sixteen
months after the initial effectiveness of the Corporation's Registration
Statement under the 1933 Act pursuant to which the Corporation makes the initial
public offering of its shares.
Any approval of this Agreement by the holders of a majority of the
outstanding voting securities (as defined in the 1940 Act and rules thereunder)
of the Fund shall be effective to continue this Agreement, notwithstanding (i)
that a comparable agreement has not been approved by the holders of a majority
of the outstanding shares of any other series of the Corporation and (ii) that
this Agreement has not been approved by the vote of a majority of the
outstanding shares of the Corporation, unless such approval shall be required by
any other applicable law or otherwise. The Investment Manager shall furnish to
the Corporation, promptly upon its request, such information as may be
reasonably necessary to evaluate the terms of this Agreement or any extension,
renewal or amendment thereof.
13. AMENDMENT AND ASSIGNMENT OF AGREEMENT.
Any amendment to this Agreement shall be in writing and signed by the
parties hereto; PROVIDED, that no such material amendment shall be effective
unless authorized on behalf of the Corporation (i) by resolution of the Board of
Directors of the Corporation, including a majority of the non-interested
Directors and (ii) if required by law, by vote of a majority of the outstanding
voting securities of the Fund. This Agreement shall automatically and
immediately terminate in the event of its assignment.
14. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party hereto, without the
payment of any penalty, upon 60 days' prior written notice to the other party;
PROVIDED, that in the case of termination by the Corporation such action shall
have been authorized (i) by resolution of the Board of Directors of the
Corporation, including a majority of the non-interested Directors, or (ii) by
vote of a majority of the outstanding voting securities of the Fund; PROVIDED
FURTHER, that in the case of
9
termination by the Investment Manager, such termination shall not be effective
until the Corporation shall have contracted with one or more persons to serve as
successor investment manager for the Fund and such person(s) shall have assumed
such position.
15. MISCELLANEOUS.
15.1 NOTICES. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, (a) if to the Investment Manager,
to Pacific Global Investment Management Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and (b) if to the Corporation, at the foregoing office
of the Investment Manager.
15.2 CAPTIONS. The captions contained in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
15.3 INTERPRETATION. Nothing herein contained shall be deemed to require
the Corporation to take any action contrary to its Articles of Incorporation or
By-Laws, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board of Directors
of its responsibility for and control of the conduct of the affairs of the
Corporation.
15.4 DEFINITIONS. Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations, or orders of the Securities and Exchange Commission
validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a
majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," shall have the meanings assigned to them
by Section 2(a) of the 1940 Act. In addition, where the effect of a requirement
of the 1940 Act reflected in any provision of this Agreement is relaxed by a
rule, regulation, or order of the Securities and Exchange Commission, whether of
special or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation, or order.
15.5 GOVERNING LAW. Except insofar as the 1940 Act or other federal laws
and regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with the laws of the State of Maryland.
10
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
ATTEST: PACIFIC GLOBAL FUND, INC.
d/b/a PACIFIC ADVISORS FUND INC.
ON BEHALF OF THE SMALL CAP FUND
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------ ---------------------------------
ATTEST: PACIFIC GLOBAL INVESTMENT
MANAGEMENT COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------ ---------------------------------
11