INVESTMENT MANAGEMENT AGREEMENT
Date: March 24, 1998
Account No.
Investment advisory agreement by and between Central Asset Fund, Inc. (the
Client), and World Asset Management.
The Client, being duly authorized, hereby employs World Asset Management to
provide investment advisory services for an Investment Management Account
(Account), to be established on behalf of the Client in accordance with the
following terms and conditions described herein:
1. Authority. World Asset Management will have the following power and
authority with respect to the Account. World Asset Management shall
have discretion to supervise, manage and direct the assets in the
Account other than any shares of common stock of Select Asset Fund,
Series 1, Inc. ("SAF 1") and, as agent and attorney-in-fact with full
power and authority on behalf of the Client, in accordance with the
objectives, policies and restrictions set forth in Client's
registration statement on Form N-2 as amended from time to time or as
set forth in written instructions furnished by the Client. It shall
be Client's responsibility to advise World Asset Management of any
modification of objectives as they occur. World Asset Management may,
without prior consultation with the Client and at such times when
World Asset Management deems appropriate, (a) purchase, sell, invest,
reinvest, exchange, convert, trade in and otherwise deal with such
assets in accordance with the cash management requirements of the
Client communicated by the officers of the Client to World Asset
Management; and (b) place all orders for the purchase or sale of
portfolio securities for the account with or through brokers, dealers
or issuers selected by it or designated by the Client. World Asset
Management shall not vote the proxies solicited by or with respect to
the issuers of securities in which assets of the Account may be
invested from time to time.
2. Brokerage. World Asset Management shall use its best efforts to
effect securities transactions through brokers who offer the best
execution for the least commissions in the overall best interest of
the Client unless otherwise directed by the Client.
3. Fees. Compensation to World Asset Management for its services shall
be calculated in accordance with the attached Schedule of Fees
(Appendix A). The fee shall be paid quarterly in arrears.
4. Reports to Client. World Asset Management will send Client an Account
statement containing an inventory of the investments in the Account as
soon as reasonably possible after the end of each calendar quarter.
Copies of confirmations of transactions executed will be sent promptly
to the Custodian. World Asset Management does not assume
responsibility for the accuracy of information furnished by Client or
any other person.
5. Limit of Liability. It is understood that World Asset Management
shall act in good faith and shall not be liable for any loss incurred
in connection with recommendations or investments made or other action
taken on behalf of the Account due to errors of judgment or by reason
of its advice, including action taken or omitted prior to a written
notice of termination. World Asset Management shall not be excluded
from liability for losses occasioned by reason of its willful
misfeasance, bad faith or negligence in the performance of its duties,
or by reason of its reckless disregard of its obligations and duties
hereunder. Subject to the foregoing, World Asset Management shall not
be responsible for any loss incurred solely by reason of any act or
omission of the Client, a custodian or any broker or dealer.
6. Recourse Against World Asset Management. World Asset Management's
authority hereunder shall not be impaired because of the fact that
World Asset Management may effect transactions with respect to
securities for its own account or for the accounts of others that it
manages. These transactions may involve identical or similar
securities and may be executed at the same or different times. Except
for negligence or malfeasance, or violation of applicable law, neither
World Asset Management nor any of its partners, employees or agents
shall be liable hereunder for any action performed or omitted to be
performed or for any errors of judgment in managing the Account;
provided, however, as the federal securities laws impose liabilities
under certain circumstances on persons who act in good faith, nothing
herein shall in any way constitute a waiver or limitation of any
rights that Client may have under any federal securities laws.
Subject to the foregoing, if any loss is suffered due solely to the
acts or omissions of a custodian, broker, dealer or underwriter to
which World Asset Management has given investment instructions
pursuant to the authority granted World Asset Management herein,
Client will look to the custodian, broker, dealer or underwriter, and
not to World Asset Management, for restitution and recovery.
7. Representations of World Asset Management and Client. World Asset
Management represents that it is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended and that such
registration is currently effective.
Client represents that employment of World Asset Management is
authorized by, has been accomplished in accordance with, and does not
violate, the documents governing the Account. Client will furnish
World Asset Management with true copies of all governing documents.
8. Communications. Instructions from Client to World Asset Management
may be given orally and, where deemed necessary, may be confirmed in
writing as soon as practicable. World Asset Management shall be fully
protected in acting upon any such communications which it considers to
be authentic.
9. Non-Exclusive Agreement. World Asset Management acts as adviser to
other clients and may give advice, and take action, with respect to
any of those clients that may differ from the advice given, or the
timing or nature of action taken, with respect to the Account. World
Asset Management shall have no obligation to purchase or sell for the
Account, or to recommend for purchase or sale by the Account, any
security that World Asset Management, its partners, employees, or
affiliates may purchase or sell for themselves or for any other
client.
10. Entire Agreement; Amendments. This Agreement constitutes the entire
agreement of the parties with respect to management of the Account and
can be amended only by a written amendment signed by World Asset
Management and the Client; provided that such amendment shall be
directed or approved as required by the Investment Company Act of
1940.
11. Assignment. This Agreement shall terminate automatically in the event
of its assignment (as "assignment" is defined in the Investment
Company Act of 1940 and regulations promulgated thereunder). World
Asset Management is a partnership and will notify the Client promptly
after any change in the membership of such partnership.
12. Termination. This Agreement may be terminated at any time by World
Asset Management or the Client by thirty (30) days notice to the
other; provided that such termination by the Client shall be directed
or approved in accordance with the Investment Company Act of 1940.
13. Notices. Unless otherwise specified herein, all notices, instructions
and advices with respect to security transactions or any other matters
contemplated by this Agreement shall be deemed duly given when
deposited by first class mail addressed to World Asset Management at
000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx, 00000, XXX and
when deposited by first class mail addressed to the Client to the
address appearing below and to any custodian designated by the Client,
at such address as it may specify to World Asset Management in
writing, or at such other address or addresses as shall be specified,
in each case, in a notice similarly given.
14. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Michigan.
CENTRAL ASSET FUND, INC.
By: /s/ Xxxxx X. XxXxxxxx
____________________________
Xxxxx X. XxXxxxxx
Its: President
000 Xxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Accepted and Agreed to in
Detroit, Michigan
By: /s/ World Asset Management
______________________________
World Asset Management
Date: 3/19/98
APPENDIX A
MANAGEMENT FEES
The fee for services as investment adviser will be one hundredth of one
percent per annum (0.01%) of the aggregate fair market value of the equity
securities (other than equity securities of open or closed-end investment
companies), in the account. The fee shall be payable quarterly, in
arrears, on the basis of the average of the month end fair market values of
assets in the account during the calendar quarter. In the event that
services commence or terminate other than at the beginning of a quarter,
the fee will be prorated accordingly. Statements for the fees will be sent
directly to the company to the attention of Xxxxx X. XxXxxxxx.
