PORTFOLIO MANAGEMENT AGREEMENT
AGREEMENT restated as of the 5th day of March, 1997, to reflect a name
change, among Xxxxxxx'x Asset Management, Inc. ("Xxxxxxx"), Sub-Adviser,
Washington Square Advisers, Inc. (the "Adviser") and USLICO Series Fund, a
Massachusetts business trust (the "Fund").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act") as an open-end, diversified management investment
company and is authorized to issue its shares of beneficial interest ("Shares")
in separate classes or portfolios, each portfolio having its own investment
objectives, policies and restrictions; and
WHEREAS, the Fund offers shares in four classes, two of which are the Stock
Portfolio and the Asset Allocation Portfolio; and
WHEREAS, the Fund has retained the Adviser to render investment management
and administrative services to the Fund's four portfolios; and
WHEREAS, the Sub-Adviser represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of 1940, as
amended ("Advisers Act"); and
WHEREAS, the Adviser and the Fund desire to retain the Sub-Adviser to
furnish portfolio management services to the Stock Portfolio and to the portion
of the assets of the Asset Allocation Portfolio allocated to the Sub-Adviser
management by the Adviser (which portion, together with the assets of the Stock
Portfolio, are herein referred to as the "Portfolios") in connection with the
Adviser's investment advisory activities on behalf of the Portfolios, and the
Sub-Adviser is willing to furnish such services to the Adviser and the Fund;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Adviser, the Sub-Adviser and the Fund as
follows:
1. APPOINTMENT. The Adviser and the Fund hereby appoint the Sub-Adviser to
act as Portfolio Manager to the Portfolios, for the period and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth, for the compensation herein provided.
In the event the Fund designates one of more classes of shares other than
the Portfolios with respect to which the Adviser and the Fund desire to retain
the Sub-Adviser to render portfolio management services hereinunder, they shall
notify the Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser and the Fund in writing, whereupon such
class shall become a Portfolio hereunder, and be subject to this Agreement.
2. PORTFOLIO MANAGEMENT DUTIES. Subject to the supervision of the Adviser
and the Fund's Board of Trustees, the Sub-Adviser will provide a continuous
investment program for the Portfolios or for any portion of the assets of the
Portfolios assigned to the Sub-Adviser by the Adviser, including investment
research and management with respect to all securities and investments and cash
equivalents held by the portfolios. The Sub-Adviser will determine from time to
time what securities and other investments will be purchased retained or sold by
the Portfolios. The Sub-Adviser will provide services under this Agreement in
accordance with the Portfolios' investment objectives, policies and restrictions
as stated in the Fund's Registration Statement, including the Fund's Prospectus
and Statement of Additional Information (the "Registration Statement"), as filed
with the Securities and Exchange Commission, as amended or supplemented from
time to time. A copy of the Registration Statement has been provided by the Fund
to the Sub-Adviser and the Fund agrees to provide the Sub-Adviser with any
amendment or supplement to the Registration Statement promptly. The Sub-Adviser
further agrees that it will:
(a) conform with all applicable rules and regulations of the 1940 Act, all
other applicable federal and state laws and regulations and with any applicable
procedures adopted by the Fund's Board of Trustees;
(b) place orders for the purchase or sale of securities pursuant to its
investment determinations for the Portfolios, either directly with the issuer or
with any broker or dealer. The Sub-Adviser is authorized to select brokers and
dealers and to open and maintain brokerage accounts and trading accounts for the
purchase and sale of securities and options with broker-dealers for and on
behalf of the Portfolios in accordance with procedures established by the
Adviser and approved by the Fund's Board of Trustees. In placing orders with
brokers and dealers, the Sub-Adviser will attempt to obtain the best net price
and the most favorable execution of its orders. Consistent with this obligation,
when the execution and price offered by two or more brokers or dealers are
comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio
securities to and from brokers and dealers who provide it with research advice
and other services of lawful assistance to the Sub-Adviser in serving the
Portfolios as Portfolio Manager.
(c) On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as its other investment
advisory clients, the Sub-Adviser may, to the extent permitted by applicable
laws and regulations, but shall not be obligated to, aggregate the securities to
be so sold or purchased with those of its other clients where such aggregation
is not inconsistent with the policies set forth in the Fund's Registration
Statement. 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
Sub-Adviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and to such other clients.
(d) In connection with the purchase and sale of securities of each
Portfolio, the Sub-Adviser will arrange for the transmission to the Fund's
Custodian or other agent on a daily basis, such confirmations, trade tickets and
other documents and shall provide information reasonably requested by the Fund's
Custodian or other agent for helping such agent perform its administrative
responsibilities to the Fund including responsibility to identify securities to
be purchased or sold by the Fund, to determine the value of the Fund's portfolio
securities and other assets and to determine the Fund's net asset value per
share. With respect to portfolio securities to be purchased or sold through the
Depository Trust Company, the Sub-Adviser will arrange for the automatic
transmission of the confirmation of such trades to the Fund's custodian.
(e) The Sub-Adviser will make available to the Adviser and the Fund
promptly upon their request all of the Fund's investment records and ledgers as
are necessary to assist the Adviser and the Fund in their compliance with
respect to the Portfolio's securities transactions as required by the 1940 Act
and the Advisers Act, as well as other applicable laws. The Sub-Adviser will
furnish the Fund's Board of Trustees with respect to the Portfolios such
periodic and special reports as the Adviser and the Trustees may reasonably
request. The Sub-Adviser will furnish to regulatory authorities any information
or reports to ascertain whether the operations of the Fund are being conducted
in a manner consistent with applicable laws and regulations.
(f) The Sub-Adviser will not disclose or use any records or information
obtained pursuant to this Agreement in any manner whatsoever except as expressly
authorized in this Agreement or in the ordinary course of business in connection
with placing orders for the purchase and sale of securities, and will keep
confidential any information obtained pursuant to this Agreement, and disclose
such information only if the Board of Trustees of the Fund has authorized such
disclosure, or if such disclosure is expressly required by applicable federal or
state regulatory authorities.
(g) In rendering the services required under this Agreement, the
Sub-Adviser or a Portfolio may, from time to time, employ or associate with
itself such person or persons as it believes necessary to assist it in carrying
out its obligations under this Agreement. However, the Sub-Adviser may not
retain as sub-adviser to the Fund or a Portfolio any company that would be an
"investment adviser," as that term is defined in the 1940 Act, unless the
contract with such company is approved by a majority of the Fund's Board of
Trustees and a majority of Trustees who are not parties to any agreement or
contract with such person or persons and who are not "interested persons," as
defined in the 1940 Act, of the Fund, Sub-Adviser, or any such person or
persons, and approved by the vote of a majority of the outstanding voting
securities of the Fund or a Portfolio, to the extent required by the 1940 Act.
3. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it, its staff and their activities, in connection with
its portfolio management under this Agreement.
4. COMPENSATION. For the services provided pursuant to this Agreement, the
Adviser will pay the Sub-Adviser a quarterly fee, computed as of the last day of
the quarter, in accordance with Schedule A.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Portfolios are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon the Fund's request. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 3la-2
under the 1940 Act the records required to be maintained by Rule 3la-1 under the
1940 Act and to preserve the records required by Rule 204-2 under the Advisers
Act for the period specified in the Rule.
6. INDEMNIFICATION. The Sub-Adviser agrees to indemnify, and hold harmless,
the Adviser, and affiliated persons of the Adviser (as defined in the 0000 Xxx)
and each person, if any who, within the meaning of Section 15 of the Securities
Act of 1933 (the "1933 Act"), controls ("controlling person") the Adviser,
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Adviser or such affiliated
person or controlling person may become subject under the 1933 Act, the 1940
Act, the Advisers Act, under any other statute, at common law or otherwise,
arising out of the Sub-Adviser's responsibilities as Portfolio Manager of the
Fund which (1) may be based upon any misfeasance, malfeasance, or nonfeasance by
the Sub-Adviser, any of its employees or representatives or any affiliate of or
any person acting on behalf of the Sub-Adviser, or (2) may be based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or omission was made in reliance
upon written information furnished to the Adviser, the Fund or any affiliated
person of the Fund by the Sub-Adviser or any affiliated person or the
Sub-Adviser; provided, however, that in no case is the Sub-Adviser's indemnity
in favor of the Adviser or any affiliated person or controlling person of the
Adviser deemed to protect such person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of his duties or by reason of his reckless
disregard of obligation and duties under this Agreement.
The Adviser agrees to indemnify and hold harmless the Sub-Adviser, and
affiliated person of the Sub-Adviser (as defined in the 0000 Xxx) ("affiliated
person") and each person, if any, who, within the meaning of Section 15 of the
1933 Act controls ("controlling person") the Sub-Adviser against any and all
losses, claims, damages. liabilities or litigation (including legal and other
expenses) to which the Sub-Adviser or such affiliated person or controlling
person may become subject under the 1933 Act, the 1940 Act, the Advisers Act,
under any other statutes, at common law or otherwise, arising out of the
Adviser's responsibilities as Investment Adviser to the Fund which (1) may be
based upon any misfeasance, malfeasance, or nonfeasance by the Adviser, any of
its employees or representatives or any affiliate of or any person acting on
behalf of the Adviser or (2) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading unless
such statement or omission was made in reliance upon written information
furnished to the Adviser or any affiliated person of the Adviser by the
Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser;
provided, however, that in no case is the Adviser's indemnity in favor of the
Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser
deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties or by reason of this reckless
disregard of obligations and duties under this Agreement.
Except as may otherwise be required by the 1940 Act or the rules
thereunder, the Fund agrees that the Sub-Adviser, any affiliated person of the
Sub-Adviser (as defined in the 0000 Xxx) and each person, if any, who, within
the meaning of Section 15 of the 1933 Act controls the Sub-Adviser shall not be
liable, or subject to payment of any damages, expenses or losses to the Fund, in
connection with any act or omission connected with or arising out of any
investment advisory services rendered under this Agreement, except by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Sub-Adviser's duties or by reason of reckless disregard of the Sub-Adviser's
obligations and duties under this Agreement.
7. CONTROL. Notwithstanding any other provision of the Agreement, it is
understood and agreed that the Fund shall at all times retain the ultimate
responsibility for and control of all functions performed pursuant to this
Agreement and reserve the right to direct, approve or disapprove any action
hereunder taken on its behalf by the Sub-Adviser.
8. SERVICES NOT EXCLUSIVE. It is understood that the services of the
Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the
Sub-Adviser from providing similar services to other clients, including
investment companies (whether or not their investment objectives and policies
are similar to those of the Portfolios) or from engaging in other activities.
9. DURATION AND TERMINATION. This Agreement shall become effective on April
1, 1995, unless terminated as provided herein, shall continue for a period of
two years from that date and thereafter shall continue on an annual basis with
respect to each Portfolio provided that such annual continuance is specifically
approved each year by (a) the vote of a majority of the entire Board of Trustees
of the Fund, or by vote of a majority of the outstanding voting securities of
each Portfolio (as defined in the 1940 Act), and (b) the vote of a majority of
those Trustees who are not parties to this Agreement or interested persons (as
such term is defined in the 0000 Xxx) or any such party to this Agreement, cast
in person at a meeting called for the purpose of voting such approval. In the
event this Agreement is not approved in the manner described in the preceding
sentence, the paragraph number six (6), of this Agreement shall remain in effect
as well as any applicable provision of this paragraph number nine (9) and the
Sub-Adviser shall not provide any services for such Portfolios or receive any
fees on account of such Portfolios that fail to so approve of this Agreement.
Notwithstanding the foregoing, this Agreement may be terminated (a) by the
Adviser at any time without penalty, upon 60 days' written notice to the
Sub-Adviser and the Fund, (b) at any time without payment of any penalty by the
Fund, upon the vote of a majority of the Fund's Board of Trustees or a majority
or the outstanding voting securities of each Portfolio, upon written notice to
the Sub-Adviser, or (c) by the Sub-Adviser at any time without penalty by the
Sub-Adviser, upon 60 days' written notice to the Adviser and the Fund. In the
event of termination for any reason, all records of each Portfolio for which the
Agreement is terminated shall promptly be returned to the Sub-Adviser or the
Fund, free from any claim or retention of rights by the Sub-Adviser. This
Agreement shall automatically terminate in the event of its assignment (as such
term is defied in the 1940 Act).
10. AMENDMENTS. No provision of his 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 charge, waiver, discharge or
termination is sought and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) the holders of a majority of the
outstanding voting securities of the Portfolios, and (ii) the Trustees of the
Fund, including a majority of the Trustees of the Fund who are not interested
persons of any party to this agreement, cast in person at a meeting called for
the purpose of voting on such approval, if such approval is required by
applicable law.
11. MISCELLANEOUS.
a. This Agreement shall be governed by the laws of the State of Minnesota,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Advisers Act or rules or orders of the Securities and Exchange
Commission thereunder.
b. The Adviser and the Fund acknowledge receipt of Part II of the
Sub-Adviser's Form ADV which is filed with the Securities and Exchange
Commission.
c. The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
d. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable.
e. Nothing herein shall be construed as constituting the Sub-Adviser as an
agent of the Fund or the Adviser.
f. Notices of any kind to be given to the Sub-Adviser by the Adviser or the
Fund shall be in writing and shall be duly given if mailed or delivered to the
Sub-Adviser at 000 Xxxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxxxx 00000-0000, or at
such other address as shall be specified by the Sub-Adviser to the Fund and the
Adviser. Notice of any kind to be given by the Sub-Adviser shall be in writing
and shall be duly given if mailed or delivered to the Fund at 000 Xxxxx Xxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 and to the Adviser at 000 Xxxxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000.
12. LIMITATION ON TRUSTEE LIABILITY. The Declaration of Trust establishing
the Fund, filed on January 19, 1988, a copy of which, together with all
amendments thereto (the "Declaration"), is on file in the Office of the
Secretary of the Commonwealth of Massachusetts, provides that the name "USLICO
Series Fund" refers to the Trustee under the Declaration collectively as
trustees and not as individuals or personally, and that no shareholder, trustee,
officer, employee or agent of the Fund shall be subject to claims against or
obligations of the Fund to any extent whatsoever, but that the Fund estate only
shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
Xxxxxxx'x Asset
Management, Inc.
By/s/Xxxxxx X. Xxxxx
------------------
Xxxxxx X. Xxxxx
Washington Square
Advisers, Inc.
By/s/Xxxxxxx X. Xxxxxxx
---------------------
Xxxxxxx X. Xxxxxxx
USLICO Series Fund
By/s/Xxxxxx X. Saginaw
--------------------
Xxxxxx X. Saginaw
Vice President & Secretary
SCHEDULE A
1. Investment Goal: Long term capital appreciation with reasonable income and
capital preservation.
2. Special restrictions and instructions: None
3. Fee: .5 of 1% on the first $20,000,000
.4 of 1% on the next $20,000,000
.3 of 1% thereafter
On an annual basis with pro-ration according to the following: Such fees
shall be payable, based on assets of each Portfolio of the USLICO Series Fund
under management, when billed on or after the date as of which the market value
of assets is computed: Quarterly (March 31, June 30, September 30, December 31)
4. Custodian: Crestar Bank
000 Xxxx Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxx 00000-0000
USLICO Series Fund - Common Stock
Account No. 010-903200
USLICO Series Fund - Money Market
Account No. 010-903300
USLICO Series Fund - Bond
Account No. 010-903400
USLICO Series Fund - Asset Allocation
Fixed Income - Account No. 010-903500
Equity - Account No. 010-903501
5. Name of Adviser's representatives authorized to give instructions to
Sub-Adviser:
Xxxx Xxxxxxx
Xxxx Xxxxxx
Xxxxx Xxxxx
Attached to and forming a part of a
Sub-Advisory Agreement dated:
Initialed for identification:
FOR THE SUB-ADVISER:
By:/s/Xxxxxx X. Xxxxx
------------------
Xxxxxx X. Xxxxx
Xxxxxxx'x Asset Management, Inc.
FOR THE ADVISER:
By:/s/Xxxxxxx Xxxxxxx
------------------
Xxxxxxx Xxxxxxx
FOR THE FUND:
By:/s/Xxxxxx X. Saginaw
--------------------
Xxxxxx X. Saginaw
