Exhibit (5C)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT dated as of 1/1/98, between the
Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust") and
Xxxxxxx Xxxxxx Investments, Inc., as an investment manager
("Investment Manager") to manage the Long-Intermediate Fixed
Income Portfolio, the Short-Intermediate Fixed Income
Portfolio, and the Short-Term Income Fund (the "Portfolios").
RECITALS
The Trust has been established to provide a satisfactory
diversification of investments for various Participating
Trusts which are IRAs that are exempt under Section 408(e) of
the Internal Revenue Code of 1986, as amended (the "Code"),
and that are maintained in conformity with Section 408(a) of
the Code, or trusts described in Section 401(a) of the Code
that are exempt from taxation under Section 501(a) of the
Code and form parts of stock bonus, pension or profit sharing
plans;
The Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end diversified
management investment company under the Investment Company
Act;
The Supervisory Committee of the Trust appointed Xxxxx
Fargo Bank, N.A. as Custodial Trustee of the Trust, to have
custody of the assets of each Portfolio; and
The Supervisory Committee desires Investment Manager, as
an investment manager of the Trust, to manage the investment
of the assets of the Portfolios, and the Investment Manager
is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants
and agreements herein, the parties hereto hereby agree as
follows:
Section 1. Defined Terms. Unless otherwise defined in
this Agreement, capitalized terms used in this Agreement have
the meanings defined in the Declaration of Trust, dated
February 9, 1990, establishing the Trust (the "Declaration of
Trust").
Section 2. Agreement to Act as Investment Manager, Etc.
(a) Subject to the direction and control of the
Supervisory Committee of the Trust, the Investment Manager
will manage the investment and reinvestment of the assets of
the Portfolios as follows:
(i) The Investment Manager will maintain a
continuous investment program for the
Portfolios;
(ii) The Investment Manager will determine
what securities shall be purchased or
sold by the Portfolios;
(iii) The Investment Manager will arrange for
the purchase and sale of securities
held in the Portfolios by placing orders
pursuant to its determinations either
directly with the issuer or with any
broker or dealer who deals in the
securities in which the Trust is
active;
(iv) The Investment Manager will determine
what portion, if any, of the Portfolios
shall be held uninvested; and
(v) In connection with the foregoing, the
Investment Manager shall be entitled to
exercise each and every of the powers
with respect to the Portfolios set forth
herein and in the Trust's Registration
Statement filed with the Commission.
(b) Any investment program maintained by the
Investment Manager under this Agreement shall at all times
conform to, and be in accordance with any requirements
imposed by: (i) the provisions of the Investment Company
Act, Investment Advisers Act, Employee Retirement and Income
Security Act of 1974, any rules or regulations in force
thereunder, and all other applicable federal and state laws;
(ii) the provisions of the Declaration of Trust and the Rules
and Procedures of the Supervisory Committee as in effect from
time to time; (iii) any policies and determinations of the
Supervisory Committee of the Trust as in effect from time to
time; and (iv) the investment objectives and policies of the
Trust and the Portfolios, as reflected in the Trust's
Registration Statement that is filed with the Commission.
The Investment Manager shall invest the assets of the
Portfolios in the manner provided above and shall diversify
the Portfolios as contemplated by the Registration Statement.
(c) The Investment Manager shall give the Trust
the benefit of its best judgment and effort in rendering
services hereunder, but the Investment Manager shall not be
liable for any loss sustained by reason of the adoption of
any investment policy by the Supervisory Committee. Nothing
herein contained shall, however, be construed to protect the
Investment Manager against any liability to the Trust or the
holders of Units issued by the Trust by reason of willful
misfeasance, bad faith or negligence in the performance of
its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(d) On occasions when the Investment Manager deems
the purchase, sale, or loan of a security to be in the best
interest of the Trust as well as other customers, the
Investment Manager, to the extent permitted by applicable
law, may aggregate the securities to be so purchased, sold or
loaned in order to obtain the best execution or lower
brokerage commissions, if any. In such event, allocation of
the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Investment
Manager in the manner it considers to be the most equitable
and consistent with its obligations to the Trust and to such
other customers.
(e) The Investment Manager may cause the
Portfolios to pay a broker which provides brokerage and
research services to the Investment Manager a commission for
effecting a securities transaction in excess of the amount
another broker might have charged. Such higher commissions
may not be paid unless the Investment Manager determines in
good faith that the amount paid is reasonable in relation to
the services received in terms of the particular transaction
or the Investment Manager's overall responsibilities to the
Portfolios.
(f) The Investment Manager shall maintain books
and records with respect to the securities transactions of
the Portfolios and shall render to the Supervisory Committee
such periodic and special reports as the Supervisory
Committee may reasonably request. The Investment Manager
shall assist in the preparation of reports to Participating
Trusts, to the Commission, and in all audits of the Trust.
(g) The Supervisory Committee shall direct the
Custodial Trustee to keep safely in one or more separate
accounts in the name of the Trust all cash and securities of
the Trust delivered to the Custodial Trustee by the
Investment Manager. All securities held for the Trust that
are issued in bearer form may be held by the Custodial
Trustee or its agent in that form or in registered form. All
securities held for the Trust other than in bearer form shall
be registered in the name of any duly appointed and
registered nominee of the Custodial Trustee. The Custodial
Trustee shall pay for and receive all securities purchased
for the Trust. The Custodial Trustee shall make delivery of
securities sold by the Trust only upon payment. In connection
with any conversion of securities pursuant to their terms,
reorganization, recapitalization, redemption in kind,
consolidation, merger, change of par value or similar
conversion or upon the exercise of subscription, purchase or
other similar rights represented by securities, the Custodial
Trustee shall exchange securities for other securities or for
other securities and cash. The Custodial Trustee shall also
collect all income and other payments due with respect to all
securities of the Trust and shall present for payment when
due all such securities.
Section 3. Allocation of Expenses and Compensation of
the Investment Manager.
(a) The Investment Manager shall pay all expenses
incurred by it in connection with acting as investment
adviser, other than costs (including taxes and brokerage
commissions) of securities purchased for the Trust. Expenses
incurred by the Investment Manager include the costs of
statistical and research data, other accounting services,
rendering periodic and special reports to the Supervisory
Committee and other costs associated with providing
investment research and portfolio management.
(b) The Trust agrees to pay the Investment Manager
and the Investment Manager agrees to accept as full
compensation for all services rendered by the Investment
Manager as such, a fee for its services for each Portfolio
established under Section 4.1 of the Declaration of Trust at
an annual rate of 0.5% of the aggregate fair market value of
the assets of such Portfolio. For purposes of this
Agreement, the fair market value of the assets of the
Portfolio shall be determined on each Valuation Date.
Payments of the Investment Manager's fee shall be made
quarterly on the relevant Valuation Date.
Section 4. Duration, Termination and Amendment.
(a) This Agreement shall become effective as to
the Portfolios as of the date first set forth above. This
Agreement shall remain in effect until April 1, 1999, and
from year to year thereafter, but only so long as such
continuance is approved at least annually (i) by the vote of
a majority of the members of the Supervisory Committee who
are not parties to this Agreement or "interested persons" of
any such party as that term is used in the Investment Company
Act and (ii) by the Supervisory Committee or by the vote of a
"majority" of the outstanding Units of the Portfolio as that
term is used in the Investment Company Act. This Agreement
may be terminated, on 60 days prior written notice, as to any
Portfolio at any time without the payment of any penalty, by
the vote of a majority of the members of the Supervisory
Committee, by the vote of a majority of the outstanding Units
of such Portfolio, or by the Investment Manager. This
Agreement shall automatically and immediately terminate in
its entirety in the event of the assignment of this Agreement
within the meaning of Section 15(a)(4) of the Investment
Company Act.
(b) No provision of this Agreement may be changed,
waived, discharged or terminated as to any Portfolio orally,
but only by an instrument in writing signed by the Trust and
the Investment Manager and no amendment of this Agreement
shall be effective until approved by the vote of a majority
of the members of the Supervisory Committee who are not
parties to this Agreement or "interested persons" of any such
party as that term is used in the Investment Company Act,
cast in person at a meeting called for the purpose of voting
on such amendment, and, if required by the Investment Company
Act, the vote of a majority of the outstanding Units of the
Portfolio.
Section 5. Quarterly Reports. The Investment Manager
will prepare and furnish to the Supervisory Committee, at
least quarterly, written reports evaluating, analyzing, and
approving the Portfolio.
Section 6. Acknowledgement of Fiduciary. The
Investment Manager acknowledges that it is a fiduciary to the
extent the Investment Manager exercises control over assets
of such trust of each Qualified Plan of which a Participating
Trust is a part.
Section 7. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of
the State of California.
IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized
officers, all as of the day and year first above written.
ALAMEDA-CONTRA COSTA MEDICAL
ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
By (Signature) Xxxxxx Xxxxx, M.D.
Chairman, Supervisory Committee
XXXXXXX XXXXXX INVESTMENTS, INC.
By (Signature) Xxxxxx Xxxxx
Its Managing Director
