Exhibit 2(g)
INVESTMENT MANAGEMENT AND
ADMINISTRATION CONTRACT
Contract made as of February 8, 2001, between MANAGED HIGH YIELD PLUS FUND
INC., a Maryland corporation ("Fund"), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET MANAGEMENT
INC. ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), a Delaware corporation registered as an investment
adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act"),
and as a broker-dealer under the Securities Exchange Act of 1934, as amended
("1934 Act").
WHEREAS the Fund is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as a closed-end, diversified management investment
company, and has registered shares of its common stock ("Shares") for sale to
the public under the Securities Act of 1933, as amended ("1933 Act"); and
WHEREAS the Fund desires and intends to have one or more investment
advisers ("Sub-Advisers") provide investment advisory and portfolio management
services to the Fund; and
WHEREAS the Fund desires to retain ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as investment manager
and administrator to furnish certain administrative and portfolio management
services to the Fund, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as investment
manager and administrator of the Fund for the period and on the terms set forth
in this Contract. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. DUTIES AS INVESTMENT MANAGER; APPOINTMENT OF SUB-ADVISERS
(a) Subject to the oversight and direction of the Fund's Board of
Directors ("Board"), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide to the Fund investment
management evaluation services principally by performing initial reviews of
prospective Sub-Advisers for the Fund and overseeing and monitoring performance
of the Sub-Advisers thereafter. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees to report to the Fund
the results of its evaluation, oversight and monitoring functions and to keep
books and records of the Fund in connection therewith. Upon the request of the
Board, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide portfolio management services with respect
to any portion of the Fund's assets for which no Sub-Adviser is responsible.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ further agrees to communicate performance expectations and
evaluations to the Sub-Advisers, and to recommend to the Fund whether agreements
with the Sub-Advisers should be renewed, modified or terminated.
(b) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is responsible for informing the Sub-Advisers
of the investment objective(s), policies and restrictions of the Fund, for
informing or
ascertaining that it is aware of other legal and regulatory responsibilities
applicable to the Sub-Advisers with respect to the Fund, and for monitoring the
Sub-Advisers' discharge of their duties; but ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is not
responsible for the specific actions (or inactions) of any Sub-Adviser in the
performance of the duties assigned to it.
(c) With respect to each Sub-Adviser for the Fund, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
shall enter into a contract ("Sub-Advisory Agreement") with the Sub-Adviser in
substantially the form previously approved by the Board and shall seek approval
of the Board or the Fund's shareholders in a manner consistent with the 1940
Act, the rules thereunder or any applicable exemptive order.
(d) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be responsible for the fees payable to
and shall pay the Sub-Advisers of the Fund the fee as specified in the
Sub-Advisory Agreement relating thereto.
(e) In the event that the Board shall request that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
provide portfolio management services to the Fund, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall
comply with this paragraph 2(e). ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees that in placing orders
with brokers, it will attempt to obtain the best net result in terms of price
and execution; provided that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may, in its discretion, use
brokers who provide the Fund with research, analysis, advice and similar
services to execute portfolio transactions on behalf of the Fund, and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ may pay to those brokers in return for brokerage and research services
a higher commission than may be charged by other brokers, subject to ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇' determining in good faith that such commission is reasonable in terms
either of the particular transaction or of the overall responsibility of
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the Fund and its other clients and that the total
commissions paid by the Fund will be reasonable in relation to the benefits to
the Fund over the long term. In no instance will portfolio securities be
purchased from or sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or any affiliated person thereof,
except in accordance with the federal securities laws and the rules and
regulations thereunder. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may aggregate sales and purchase
orders with respect to the assets of the Fund with similar orders being made
simultaneously for other accounts advised by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or its
affiliates. Whenever ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ simultaneously places orders to purchase
or sell the same security on behalf of the Fund and one or more other accounts
advised by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, such orders will be allocated as to price and
amount among all such accounts in a manner believed to be equitable over time to
each account. The Fund recognizes that in some cases this procedure may
adversely affect the results obtained for the Fund. In providing any portfolio
management services, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will oversee the maintenance of all books
and records with respect to the securities transactions of the Fund, and will
furnish the Board with such periodic and special reports as the Board reasonably
may request. In compliance with the requirements of Rule 31a-3 under the 1940
Act, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby agrees that all records that it maintains for the
Fund are the property of the Fund, agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act any records that it maintains for the Fund and
that are required to be maintained by Rule 31a-1 under the 1940 Act and further
agrees to surrender promptly to the Fund any records that it maintains for the
Fund upon request by the Fund. In providing any portfolio management services,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will oversee the computation of the net asset value and the
net income of the Fund as described in the currently effective registration
statement
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of the Fund under the 1940 Act and any amendments or supplements thereto
("Registration Statement") or as more frequently requested by the Board. The
Fund hereby authorizes ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and any entity or persons associated
with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ which is a member of a national securities exchange to
effect any transaction on such exchange for the account of the Fund, which
transaction is permitted by Section 11(a) of the 1934 Act and Rule 11a2-2(T)
thereunder, and the Fund hereby consents to the retention of compensation by
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any entity or persons associated with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for
such transactions.
3. DUTIES AS ADMINISTRATOR. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will administer the affairs
of the Fund subject to the oversight and direction of the Board and the
following understandings:
(a) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will supervise all aspects of the operations of
the Fund, including oversight of transfer agency, custodial and accounting
services, except as hereinafter set forth; provided, however, that nothing
herein contained shall be deemed to relieve or deprive the Board of any of its
responsibilities with respect to the conduct of the affairs of the Fund.
(b) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Fund with such corporate,
administrative and clerical personnel (including officers of the Fund) and
services as are reasonably deemed necessary or advisable by the Board, including
the maintenance of books and records of the Fund in connection with the
administration of the Fund.
(c) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of the Fund's
Registration Statement, proxy material, tax returns and required reports to the
Fund's shareholders and the Securities and Exchange Commission ("Commission")
and other appropriate federal or state regulatory authorities.
(d) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Fund with, or obtain for it,
adequate office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items.
(e) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will provide the Board on a regular basis with
economic and investment analyses and reports and make available to the Board
upon request any economic, statistical and investment services normally
available to institutional or other customers of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
4. FURTHER DUTIES. In all matters relating to the performance of this
Contract, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act in conformity with the Articles of
Incorporation, By-Laws and the Registration Statement of the Fund and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the Advisers Act, and the rules under each, and all other
applicable federal and state laws and regulations.
5. SERVICES NOT EXCLUSIVE. The services furnished by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
hereunder are not to be deemed exclusive and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be free to
furnish similar services to others so long as its services under this Contract
are not impaired
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thereby. Nothing in this Contract shall limit or restrict the right of any
director, officer or employee of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who may also be a director,
officer or employee of the Fund, to engage in any other business or to devote
his or her time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature.
6. EXPENSES.
(a) During the term of this Contract, the Fund will bear all
expenses, not specifically assumed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, incurred in its
operations and the offering of its shares.
(b) Expenses borne by the Fund will include but not be limited to the
following (which shall be in addition to the fees payable to and expenses
incurred on behalf of the Fund by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under this contract): (i)
the cost (including brokerage commissions) of securities purchased or sold by
the Fund and any losses incurred in connection therewith; (ii) fees payable to
and expenses incurred on behalf of the Fund by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under this
Contract; (iii) organizational and offering expenses of the Fund, whether or not
advanced by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iv) filing fees and expenses relating to the
registration and qualification of the Fund's Shares under the federal and state
securities laws; (v) fees and salaries payable to the Fund's directors and
officers who are not interested persons of the Fund or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (vi)
all expenses incurred in connection with the directors' services, including
travel expenses; (vii) taxes (including any income or franchise taxes) and
governmental fees; (viii) costs of any liability, uncollectible items of deposit
and any other insurance and fidelity bonds; (ix) any costs, expenses or losses
arising out of a liability of or claim for damages or other relief asserted
against the Fund for violation of any law; (x) legal, accounting and auditing
expenses, including legal fees of special counsel for those directors of the
Fund who are not interested persons of the Fund; (xi) charges of custodians,
transfer agents and other agents (including any lending agent); (xii) costs of
preparing share certificates; (xiii) costs of setting in type, printing and
mailing reports and proxy materials to shareholders; (xiv) any extraordinary
expenses (including fees and disbursements of counsel, costs of actions, suits
or proceedings to which the Fund is a party and the expenses the Fund may incur
as a result of its legal obligation to provide indemnification to its officers,
directors and agents) incurred by the Fund; (xv) fees, voluntary assessments and
other expenses incurred in connection with membership in investment company
organizations; (xvi) costs of mailing and tabulating proxies and costs of
meetings of shareholders, the Board and any committees thereof; (xvii) the costs
of investment company literature and other publications provided by the Fund to
its directors and officers; (xviii) costs of mailing, stationery and
communications equipment; (xix) charges and expenses of any outside pricing
service used to value portfolio securities; (xx) interest on borrowings of the
Fund; (xxi) fees and expenses of listing and maintaining any listing of the
Fund's Shares on any national securities exchange; (xxii) expenses incident to
any dividend reinvestment plan; and (xxiii) costs and expenses (including rating
agency fees) associated with the issuance of any preferred stock.
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(c) The Fund may pay directly any expenses incurred by it in its
normal operations and, if any such payment is consented to by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
and acknowledged as otherwise payable by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to this
Contract, the Fund may reduce the fee payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to
Paragraph 7 thereof by such amount. To the extent that such deductions exceed
the fee payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on any monthly payment date, such excess
shall be carried forward and deducted in the same manner from the fee payable on
succeeding monthly payment dates.
(d) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will assume the cost of any compensation for
services provided to the Fund received by the officers of the Fund and by those
directors who are interested persons of the Fund.
(e) The payment or assumption by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of any expenses of
the Fund that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is not required by this Contract to pay or
assume shall not obligate ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to pay or assume the same or any
similar expense of the Fund on any subsequent occasion.
7. COMPENSATION.
(a) For the services provided and the expenses assumed pursuant to
this Contract, the Fund will pay to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ a fee, computed weekly and
paid monthly, at an annual rate of 0.70% of the Fund's average weekly total
assets minus liabilities other than the Fund's aggregate indebtedness
constituting leverage.
(b) The fee shall be computed weekly and paid monthly to ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ on or before the first business day of the next succeeding calendar
month.
(c) If this Contract becomes effective or terminates before the end
of any month, the fee for the period from the effective day to the end of the
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.
8. LIMITATION OF LIABILITY OF ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
its officers, directors, employees and delegates, including any Sub-Adviser or
sub-administrator to the Fund, shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or any of its shareholders,
in connection with the matters to which this Contract relates, except to the
extent that such a loss results from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Contract. Any person,
even though also an officer, director, employee, or agent of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
who may be or become an officer, director, employee or agent of the Fund, shall
be deemed, when rendering services to the Fund or acting with respect to any
business of the Fund, to be rendering such service to or acting solely for the
Fund and not as an officer, director, employee, or agent or one under the
control or direction of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ even though paid by it.
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9. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the day and year first
written above, provided that this Contract shall not take effect unless it has
first been approved (i) by a vote of a majority of those directors of the Fund
who are not parties to this Contract or interested persons of any such party
("Independent Directors"), cast in person at a meeting called for the purpose of
voting on such approval and (ii) by vote of a majority of the Fund's outstanding
voting securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the date first above written. Thereafter,
if not terminated, this Contract shall continue automatically for successive
periods of twelve months each, provided that such continuance is specifically
approved at least annually (i) by a vote of a majority of the Independent
Directors of the Fund, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Board or by vote of a majority of the
outstanding voting securities of the Fund.
(c) Notwithstanding the foregoing, this Contract may be terminated at
any time, without the payment of any penalty, by vote of the Board or by a vote
of a majority of the outstanding voting securities of the Fund on sixty days'
written notice to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and may be terminated by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
at any time, without the payment of any penalty, on sixty days' written notice
to the Fund. Termination of this Contract shall in no way affect the continued
validity of this Contract. This contract will terminate automatically in the
event of its assignment.
10. AMENDMENT OF THIS CONTRACT. No provision of this Contract 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 amendment of this contract shall be
effective until approved by vote of the Independent Directors or a majority of
the Fund's outstanding voting securities.
11. GOVERNING LAW. This Contract shall be construed in accordance with the
laws of the State of New York, without giving effect to the conflicts of laws
principles thereof, and in accordance with the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.
12. MISCELLANEOUS. The captions in this Contract 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 Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "majority of the outstanding voting securities," "affiliated person,"
"interested person," "assignment," "broker," "investment adviser," "national
securities exchange," "net assets," "prospectus," "sale," "sell" and "security"
shall have the same
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meaning as such terms have in the 1940 Act, subject to such exemption as may be
granted by the Commission by any rule, regulation or order. Where the effect of
a requirement of the 1940 Act reflected in any provision of this contract is
relaxed by a rule, regulation or order of the Commission, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
MANAGED HIGH YIELD PLUS FUND INC.
Attest: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------- ---------------
Name: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: ---------------
Title: Vice President and Assistant
----------------------------
Secretary
---------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSET
MANAGEMENT INC.
Attest: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
----------------- ----------------
Name: Name: ▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Title: Senior Vice President
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