Exhibit D
Management Contract between the Registrant and Money Management Associates
MANAGEMENT CONTRACT
Between
FUND FOR TAX-FREE INVESTORS, INC.
And
MONEY MANAGEMENT ASSOCIATES
This Management Contract (the "Contract"), dated as of the
12th day of July, 1983, is entered into by and between Fund for Tax-
Free Investors, Inc. (hereinafter sometimes referred to as the "Fund")
and Money Management Associates (hereinafter sometimes referred to as
the "Manager").
THAT in consideration of the mutual covenants hereinafter
contained, it is agreed as follows:
1. THE FUND hereby employs the Manager to manage the
investment and reinvestment of the assets of the Fund and to
administer the affairs of the Fund, subject to the control of the
officers and Board of Directors of the Fund, for the period and on the
terms set forth in this Agreement. The Manager hereby accepts such
employment and agrees during such period to render the services and to
assume the obligations set forth, for the compensation herein
provided.
2. The Manager assumes and shall pay or reimburse the Fund
for: (a) all expenses in connection with the management of the
investment and reinvestment of the assets of the Fund, except that the
Fund assumes and shall pay all broker's commissions and issue and
transfer taxes chargeable to the Fund in connection with securities
transactions to which the Fund is a party; (b) the compensation (if
any) of those directors and officers of the Fund who also serve as
directors, officers or employees of the Manager; and (c) all expenses
not hereinafter specifically assumed by the Fund where such expenses
are incurred by the Manager or by the Fund in connection with the
administration of the affairs of the Fund.
The Fund assumes and shall pay or reimburse the Manager for
the Fund's taxes, corporate fees, interest expenses (if any) and its
allocable share of all charges, costs and expenses incurred in
connection with : (a) maintaining its offices, determining from time
to time the net assets of the Fund, maintaining its books and records,
and preparing, reproducing and filing its tax returns and reports to
governmental agencies; (b) auditing its financial statements; (c)
providing stock certificates representing shares of the Fund and the
services rendered in the registration or transfer of such shares, in
the payment and disbursement of dividends and distributions by the
Fund, and in the custody of the cash, securities and other assets of
the Fund; (d) stockholders' and directors' meetings, and preparation,
printing and distribution of all reports and proxy materials; (e)
printing the Fund's prospectus on at least an annual basis, and
distributing it to its then-existing shareholders; (f) legal services
rendered to the Fund; (g) retaining and compensating those directors,
officers and employees of the Fund who do not also serve as directors,
officers of employees of the Manager; (h) maintaining appropriate
insurance coverage for the Fund and its directors and officers; and
(i) its membership in trade associations.
At the request of the Fund, the Manager shall make available to
the Fund all necessary office facilities, equipment and personnel that
the Fund may require. Such office facilities, equipment, personnel
and services, the charges and expenses of which are to be paid by the
Fund under the provisions of this Section 2, may be provided for or
rendered to the Fund by the Manager and billed to the Fund at the
Manager's cost.
3. In connection with the management of the investment and
reinvestment of the assets of the Fund, the Manager is authorized on
behalf of the Fund, to place orders for the execution of the Fund's
portfolio transactions in accordance with the applicable policies of
the Fund as set forth in the Fund's registration statements under the
Securities Act of 1933 and the Investment Company Act of 1940, as such
registration statements may be amended
from time to time, and is directed to use its best efforts to
obtain the best available price and most favorable execution with
respect to all such transactions for the Fund.
4. As compensation for the services to be rendered and the
charges and expenses to be assumed and paid by the Manager as provided
in Section 2, the Fund shall pay the Manager an annual fee of one-half
of one percent of the average daily net asset value of the money
market portfolio and five-eights of one percent of the daily net
assets values of the Intermediate-Term and Long-Term Portfolios (as
such terms are defined in the Fund's current prospectus). The fees
will be paid monthly.
If in any fiscal year the aggregate expenses of the Fund,
exclusive of taxes, brokerage, interest and extraordinary legal
expenses, but including the management fee, exceed 1% of the average
market value of the net assets for that fiscal year of the Fund, the
Manager will refund to the Fund, or bear, the excess expenses over 1%.
These expense reimbursements, if any, will be estimated, reconciled
and paid on a monthly basis.
In the event of termination of this Contract, the fee shall be
computed on the basis of the period ending on the last business day on
which this Contract is in effect subject to a pro rata adjustment
based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
5. The directors of the Fund acknowledge that, in further
consideration of the services of the Manager hereunder, the Manager
has reserved for itself all rights to, and interest in, the name "Fund
for Tax-Free Investors, Inc.," or any similar name, and that use of
the name shall continue only with the continuing consent of the
Manager, which consent may be withdrawn at any time, effective
immediately upon written notice thereof to the Fund.
6. Subject to and in accordance with the governing instruments
of the Fund and of the Manager respectively, directors, officers,
agents and stockholders of the Fund are or may be interested in the
Manager (or any successor thereof) as partners or otherwise; partners
and agents of the Manager are or may be interested in the Fund as
directors, officers, agents, stockholders or otherwise; the Manager
(or any successor) is or may be interested in the Fund as a
stockholder or otherwise; and the effect of any such
interrelationships shall be governed by said governing instruments and
the applicable provisions of the Investment Company Act of 1940.
7. This Contract shall continue in effect until the first
meeting of the Shareholders of the Fund (but in no event longer than
two years from the date hereof), and if approved at such stockholders'
meeting, until two years from the data hereof, and thereafter only so
long as such continuance is approved at least annually by a votes of a
majority of the Fund's Board of Directors, including the votes of a
majority of the directors who are not parties to such contract or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting such approval. In addition, the
questions of continuance of this Contract may be presented to
stockholders of the Fund; in such event, such continuance shall be
effected only if approved by the affirmative vote of a majority of the
outstanding voting securities of the Fund. Provided, however, that
(a) this Contract may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by
vote of a majority of the outstanding voting securities of the Fund,
on sixty days prior written notice to the Manager, (b) this Contract
shall automatically terminate in the event of its assignment (within
the meaning of the Investment Company Act of 1940), and (c) this
Contract may be terminated by the Manager on sixty days prior written
notice to the Fund. Any notice under this contract shall be given in
writing, addressed and delivered, or mailed post paid, to the other
party at any office of such party.
As used in this Section 6, the terms "interested persons" and
"vote of a majority of the outstanding securities" shall have the
respective meanings set forth in Section 2(a)(9) and Section 2(a)(42)
of the Investment Company Act of 1940.
8. The services of the Manager to the Fund hereunder are not to
be deemed exclusive, and the Manager shall be free to render similar
services to others so long as its services hereunder are not impaired
thereby. The Manager shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
9. No provisions of this Contract shall be deemed to protect the
Manager against any liability to the Fund or its stockholders to which
it might otherwise be subject by reasons of any willful misfeasance,
bad faith or gross negligence in the performance of its duties or the
reckless disregard of its obligations under this Contract. Nor shall
any provisions hereof be deemed to protect any director or officer of
the Fund against any such liability to which he might otherwise be
subject by reasons of any willful misfeasance, bad faith or gross
negligence in the performance of his duties or the reckless disregard
of his obligations. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Contract
to be executed on the day and year first above written.
FUND FOR TAX-FREE INVESTORS, INC.
WITNESS:
/s/ Xxxx X. Kelelis By: /s/ Xxxxxxx X. Xxxxxx
MONEY MANAGEMENT ASSOCIATES
WITNESS:
/s/ Xxxx X. Kelelis By: /s/ Xxxxxx X. X'Xxxxxx
