EXHIBIT 99(D)(6)
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
July 1999
SSBC Fund Management Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This Investment Management Agreement (the "Agreement") is made on this 28th
day of April, 1999, by and between Xxxxx Xxxxxx Investment Funds Inc., a
corporation organized under the laws of the State of Maryland (the
"Corporation"), in respect of its new series, Xxxxx Xxxxxx Premier Selections
Fund (the "Fund"), and SSBC Fund Management Inc ("SSBC") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified
in: (i) the Corporation's Charter as amended from time to time (the
"Charter of the Corporation"); (ii) the Fund's Prospectus (the
"Prospectus"); and (iii) the Fund's Statement of Additional Information
(the "Statement") filed with the Securities and Exchange Commission (the
"SEC") as part of the Fund's Registration Statement on Form N-1A, as
amended from time to time, and in such manner and to such extent as may
from time to time be approved by the Board of Directors of the Corporation
(the "Board"). Copies of the Fund's Prospectus and the Statement and the
Charter of the Corporation have been or will be submitted to SSBC. The
Corporation desires to employ and hereby appoints SSBC to act as investment
manager for the Fund. SSBC accepts the appointment and agrees to furnish
the services for the compensation set forth below. SSBC is hereby
authorized to retain third parties and is hereby authorized to delegate
some or all of its duties and obligations hereunder to such persons,
provided such persons shall remain under the general supervision of SSBC.
2. Services as Investment Manager
Subject to the supervision and direction of the Board, SSBC will: (a)
assist in supervising all aspects of the Fund's operations; (b) supply the
Fund with office facilities (which may be in SSBC's own offices),
statistical and research data, data processing services, clerical,
accounting and bookkeeping services, including, but not limited to, the
calculation of (i) the net asset value of shares of the Fund, (ii)
applicable contingent deferred sales charges and similar fees and charges
and (iii) distribution fees, internal auditing and legal services, internal
executive and administrative services, and stationery and office supplies;
and (c) prepare reports to shareholders of the Fund, tax returns and
reports to and filings with the SEC and state blue sky authorities.
3. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Corporation will pay SSBC, on the first business day of each month, a fee
for the previous month at an annual rate of .75% of the Fund's average
daily net assets. The fee for the period from the date the Fund commences
its investment operations to the end of the month during which the Fund
commences its investment operations shall be pro-rated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any month, the fee for such
part of that month shall be pro-rated according to the proportion that such
period bears to the full monthly period and shall be payable upon the date
of termination of this Agreement. For the purpose of determining fees
payable to SSBC, the value of the Fund's net assets shall be computed at
the times and in the manner specified in the Fund's Prospectus and/or the
Statement, as from time to time in effect.
4. Expenses
SSBC will bear all expenses in connection with the performance of its
services under this Agreement. The Fund will bear certain other expenses to
be incurred in its operation, including: investment advisory and
administration fees; charges of custodians and transfer and dividend
disbursing agents; fees for necessary professional services, such as the
Fund's and Board members' proportionate share of insurance premiums,
professional associations, dues and/or assessments; and brokerage services,
including taxes, interest and commissions; costs attributable to investor
services, including without limitation, telephone and personnel expenses;
costs of preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to existing
shareholders; the costs of regulatory compliance, such as SEC fees and
state blue sky qualifications fees; outside auditing and legal expenses and
costs associated with maintaining the Fund's legal existence; costs of
shareholders' reports and meetings of the officers or Board; fees of the
members of the Board who are not officers, directors or employees of Xxxxx
Xxxxxx, Inc. or its affiliates or any person who is an affiliate of any
person to whom duties may be delegated hereunder and any extraordinary
expenses. In addition, the Fund will pay all service and distribution fees
pursuant to a Services and Distribution Plan adopted under Rule 12b-1 of
the Investment Company Act of 1940, as amended (the "1940 Act").
5. Reimbursement to the Fund
If in any fiscal year the aggregate expenses of the Fund (including fees
pursuant to this Agreement, but excluding distribution fees, interest,
taxes, brokerage and, if permitted by state securities commissions,
extraordinary expenses) exceed the expense limitations of any state having
jurisdiction over the Fund, SSBC will reimburse the Fund for that excess
expense to the extent required by state law in the same proportion as its
respective fees bear to the combined fees for investment advice and
administration. The expense reimbursement obligation of SSBC will be
limited to the amount of its fees hereunder. Such expense reimbursement, if
any, will be estimated, reconciled and paid on a monthly basis.
6. Brokerage
In selecting brokers or dealers to execute transactions on behalf of the
Fund, SSBC will seek the best overall terms available. In assessing the
best overall terms available for any transaction, SSBC will consider
factors it deems relevant, including, but not limited to, the breadth of
the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and
on a continuing basis. In selecting brokers or dealers to execute a
particular transaction, and in evaluating the best overall terms available,
SSBC is authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of
1934, as amended) provided to the Fund and/or other accounts over which
SSBC or its affiliates exercise investment discretion.
7. Information Provided to the Fund
SSBC will keep the Corporation informed of developments materially
affecting the Fund's portfolio, and will, on its own initiative, furnish
the Corporation from time to time with whatever information SSBC believes
is appropriate for this purpose.
8. Standard of Care
SSBC shall exercise its best judgment in rendering the services listed in
paragraph 2 above. SSBC shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, provided that nothing in this
Agreement shall be deemed to protect or purport to protect SSBC against any
liability to the Corporation or to the Fund's shareholders to which SSBC
would otherwise be subject by reason of willful malfeasance, bad faith or
gross negligence on its part in the performance of its duties or by reason
of SSBC's reckless disregard of its obligations and duties under this
Agreement.
9. Services to Other Companies or Accounts
The Corporation understands that SSBC now acts, will continue to act and
may act in the future as: investment adviser to fiduciary and other managed
accounts, as well as to other investment companies; and the Corporation has
no objection to SSBC's so acting, provided that whenever the Fund and one
or more other investment companies advised by SSBC have available funds for
investment, investments suitable and appropriate for each will be allocated
in accordance with a formula believed to be equitable to each company. The
Corporation recognizes that in some cases this procedure may adversely
affect the size of the position obtainable for the Fund. In addition, the
Corporation understands that the persons employed by SSBC to assist in the
performance of SSBC's duties under this Agreement will not devote their
full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of SSBC or any affiliate of SSBC to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective as of the date the Fund commences its
investment operations and continue for an initial two-year term and shall
continue thereafter so long as such continuance is specifically approved at
least annually by (i) the Board or (ii) a vote of a "majority" (as defined
in the 0000 Xxx) of the Fund's outstanding voting securities, provided that
in either event the continuance is also approved by a majority of the Board
members who are not "interested persons" (as defined in the 0000 Xxx) of
any party to this Agreement, by vote cast in person or by proxy at a
meeting called for the purpose of voting on such approval. This Agreement
is terminable, without penalty, on 60 days' written notice, by the Board or
by vote of holders of a majority of the Fund's shares, or upon 90 days'
written notice, by SSBC. This Agreement will also terminate automatically
in the event of its assignment (as defined in the 1940 Act).
11. Representation by the Corporation
The Corporation represents that a copy of the Charter of the Corporation is
on file with the State of Maryland Department of Assessments and Taxation.
12. Limitation of Liability
The Corporation and SSBC agree that the obligations of the Corporation
under this Agreement shall not be binding upon any of the Board members,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Corporation individually, but are binding only
upon the assets and property of the Fund, as provided in the Charter of the
Corporation. The execution and delivery of this Agreement have been duly
authorized by the Corporation and SSBC, and signed by an authorized officer
of each, acting as such. Neither the authorization by the Board members of
the Corporation, nor the Corporation's execution and delivery by the
officer of the Corporation shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Fund as provided in the
Charter of the Corporation.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning the enclosed copy of
this Agreement to us.
Very truly yours,
Xxxxx Xxxxxx Investment Funds Inc.
on behalf of
Xxxxx Xxxxxx Premier Selections Fund
By:
---------------------------------
Name: Xxxxx X. XxXxxxxx
Title: Chairman, President and Chief Executive Officer
Accepted:
SSBC Fund Management Inc.
By:
-----------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Secretary
