INVESTMENT ADVISORY AGREEMENT
THE OFFITBANK INVESTMENT FUND, INC.
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
September 1, 1999
OFFITBANK
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sir or Madam:
This will confirm the agreement between The OFFITBANK Investment Fund, Inc. (the
"Company") and OFFITBANK, a New York State chartered trust company and a
wholly-owned subsidiary of The Wachovia Corporation (the "Investment Adviser")
as follows:
1. The Company proposes to engage in the business of investing and
reinvesting the assets of the OFFITBANK High Yield Fund, OFFITBANK Emerging
Markets Fund, OFFITBANK Latin America Equity Fund, OFFITBANK U.S. Government
Securities Fund, OFFITBANK Mortgage Securities Fund, OFFITBANK California
Municipal Fund, OFFITBANK New York Municipal Fund, and OFFITBANK National
Municipal Fund (individually a "Fund", collectively the "Funds") in the manner
and in accordance with the investment objectives and limitations specified in
the Company's Articles of Incorporation and Articles Supplementary (the
"Articles") and the currently effective prospectus, including the documents
incorporated by reference therein (the "Prospectus"), relating to the Company
and the Funds, included in the Company's Registration Statement an amended from
time to time (the "Registration Statement"), filed by the Company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and the Securities
Act of 1933, as amended. Copies of the documents referred to in the preceding
sentence have been furnished to the Investment Adviser. Any amendments to these
documents shall be furnished to the Investment Adviser.
2. The Company employs the Investment Adviser to (a) make investment
strategy decisions for the Funds, (b) manage the investing and reinvesting of
the Funds' assets as specified in paragraph 1, (c) place purchase and sale
orders on behalf of the Funds and, (d) provide continuous supervision of each
Fund's investment portfolio.
3. (a) The Investment Adviser shall, at its expense, provide the Funds with
office space, furnishings and equipment and personnel required by it to perform
the services to be provided by the Investment Adviser pursuant to this
Agreement.
(b) Except as provided in subparagraph (a), the Company shall be
responsible for all of the Funds' expenses and liabilities, including taxes;
interest; fees (including fees paid to its directors who are not affiliated with
the Investment Adviser or any of its affiliates); fees payable to the Securities
and Exchange Commission; state securities qualification fees; costs of preparing
and printing prospectuses for regulatory purposes and for distribution to
existing shareholders; advisory and administration fees, charges of the
custodian and transfer agent; insurance
premiums; auditing and legal expenses; costs of shareholders' reports and
shareholders' meetings; any extraordinary expenses; and brokerage fees and
commissions, if any, in connection with the purchase or sale of portfolio
securities.
4. As manager of the Funds' assets, the Investment Adviser shall make
investments for the Funds' account in accordance with the investment objectives
and limitations set forth in the Articles, the Prospectus, the 1940 Act, the
provisions of the Internal Revenue Code of 1986, as amended, relating to
regulated investment companies, applicable banking laws and regulations, and
policy decisions adopted by the Company's Board of Directors from time to time.
The Investment Adviser shall advise the Company's officers and Board of
Directors, at such times as the Company's Board of Directors may specify, of
investments made for the Funds' accounts and shall, when requested by the
Company's officers or Board of Directors, supply the reasons for making such
investments.
5. The Investment Adviser is authorized on behalf of the Company, from time
to time when deemed to be in the best interests of the Company and to the extent
permitted by applicable law, to purchase and/or sell securities in which the
Investment Adviser or any of its affiliates underwrites, deals in and/or makes a
market and/or may perform or seek to perform investment banking services for
issuers of such securities. The Investment Adviser is further authorized, to the
extent permitted by applicable law, to select brokers for the execution of
trades for the Company, which broker may be an affiliate of the Investment
Adviser, provided that the best competitive execution price is obtained at the
time of the trade execution.
6. In consideration of the Investment Adviser's undertaking to render the
services described in this agreement, the Company agrees that the Investment
Adviser shall not be liable under this agreement for any error of judgment or
mistake of law or for any loss suffered by the Company in connection with the
performance of this agreement, provided that nothing in this agreement shall be
deemed to protect or purport to protect the Investment Adviser against any
liability to the Company or its stockholders to which the Investment Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Investment Adviser's duties under this
agreement or by reason of the Investment Adviser's reckless disregard of its
obligations and duties hereunder.
7. In consideration of the services to be rendered by the Investment
Adviser under this agreement, the Company shall pay the Investment Adviser
monthly fees on the first Business Day (as defined in the Prospectus) of each
month based upon the average daily net assets of each Fund during the preceding
month (as determined on the days and at the time set forth in the Prospectus for
determining net asset value per share) at the following annual rates; .85% for
the first $200,000,000 of assets, .75% on the next $400,000,000, and .65% of
amounts in excess of $600,000,000 for the OFFITBANK High Yield Fund; .90% of the
first $200,000,000 of net assets and .80% on amounts in excess thereof for the
OFFITBANK Emerging Markets Fund; 0.35% for the assets of the OFFITBANK Latin
America Equity Fund; 0.35% for the assets of the OFFITBANK U.S. Government
Securities Fund; 0.35% for the assets of the OFFITBANK Mortgage Securities Fund;
0.35% for the assets of the OFFITBANK California Municipal Fund; 0.35% for the
assets of the OFFITBANK New York Municipal Fund; and 0.35% for the assets of the
OFFITBANK National Municipal Fund. If the fees payable to the Investment Adviser
pursuant to this paragraph 7 begins to accrue before the end of any month or if
this agreement
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terminates before the end of any month, the fees for the period from such 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. For purposes of calculating each such monthly fee, the value
of the Funds' net assets shall be computed in the manner specified in the
Prospectus and the Articles for the computation of the value of the Funds' net
assets in connection with the determination of the net asset value of shares of
the Funds' capital stock.
8. This agreement shall continue in effect until two years from the date
hereof and thereafter with respect to each Fund for successive annual periods,
provided that such continuance is specifically approved at least annually (a) by
the vote of a majority of such Fund's outstanding voting securities (as defined
in the 0000 Xxx) or by the Company's Board of Directors and (b) by the vote,
cast in person at a meeting called for the purpose, of a majority of the
Company's directors who are not parties to this agreement or "interested
persons" (as defined in the 0000 Xxx) of any such party. This agreement may be
terminated by any Fund at any time, without the payment of any penalty, by a
vote of a majority of such Fund's outstanding voting securities (as defined in
the 0000 Xxx) or by a vote of a majority of the Company's entire Board of
Directors on 60 days' written notice to the Investment Adviser or by the
Investment Adviser on 60 days' written notice to the Company. This agreement may
remain in effect with respect to a Fund even if it has been terminated in
accordance with this paragraph with respect to the other Funds. This agreement
shall terminate automatically in the event of its assignment (as defined in the
1940 Act).
9. Upon expiration or earlier termination of this agreement, the Company
shall, if reference to "OFFITBANK" is made in the corporate name of the Company
or in the names of the Funds and if the Investment Adviser requests in writing,
as promptly as practicable change its corporate name and the names of the Funds
so as to eliminate all reference to "OFFITBANK", and thereafter the Company and
the funds shall cease transacting business in any corporate name using the words
"OFFITBANK" or any other reference to the Investment Adviser or "OFFITBANK". The
foregoing rights of the Investment Adviser and obligations of the Company shall
not deprive the Investment Adviser, or any affiliate thereof which has
"OFFITBANK" in its name, of, but shall be in addition to, any other rights or
remedies to which the Investment Adviser and any such affiliate may be entitled
in law or equity by reason of any breach of this agreement by the Company, and
the failure or omission of the Investment Adviser to request a change of the
Company's or the Funds" name or a cessation of the use of the name of
"OFFITBANK" as described in this paragraph 9 shall not under any circumstances
be deemed a waiver of the right to require such change or cessation at any time
thereafter for the same or any subsequent breach.
10. Except to the extent necessary to perform the Investment Adviser's
obligations under this agreement, nothing herein shall be deemed to limit or
restrict the right of the Investment Adviser, or any affiliate of the Investment
Adviser, or any employee of the Investment Adviser, to engage in any other
business or to devote time and attention to the management or other aspects of
any other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, firm, individual or association.
11. This agreement shall be governed by the laws of the State of Maryland.
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If the foregoing correctly sets forth the agreement between the Company and
the Investment Adviser, please so indicate by signing and returning to the
Company the enclosed copy hereof.
Very truly yours,
THE OFFITBANK INVESTMENT FUND, INC.
By: /s/ Xx. Xxxxxxx Xxxxxx-Xxxxx
---------------------------------
ACCEPTED:
OFFITBANK
By: /s/ Xxxxxxx X. Xxxxx
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THE OFFIT INVESTMENT FUND, INC.
X.X. XXX 0000
XXXXXXXXXX, XX 00000
April 20, 2000
OFFITBANK
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sir or Madam:
This writing is to provide notice of the addition of The OFFIT Total
Return Fund (the "Fund") to the Investment Advisory Agreement dated September 1,
1999 (the "Agreement") between The OFFIT Investment Fund, Inc. (the "Company")
and OFFITBANK, a New York State chartered trust company and a wholly-owned
subsidiary of The Wachovia Corporation. The Company requests that OFFITBANK act
in the capacity of investment adviser with respect to the Fund while continuing
to act as investment adviser with respect to the investment portfolios named in
the Agreement.
In consideration of the services to be rendered by OFFITBANK to the Fund
under the Agreement, the Company shall pay OFFITBANK a monthly fee from the Fund
on the first business day of each month based upon the average daily net assets
of the Fund during the preceding month (as determined on the days and at the
time set forth in the Prospectus for determining net asset value per share) at
the rate of .50%, which shall not include investments made in the other
investment portfolios named in the Agreement.
If the foregoing is in accordance with your understanding, please
indicate by signing and returning the enclosed copy hereof.
Sincerely,
The OFFIT Investment Fund, Inc.
/s/ Xx. Xxxxxxx Xxxxxx-Xxxxx
--------------------------------
By: Xx. Xxxxxxx Xxxxxx-Xxxxx
Accepted: OFFITBANK
/s/ Xxxxxxx X. Xxxxx
----------------------
By: Xxxxxxx X. Xxxxx
