Exhibit 99(d)
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
0000 XXXXXX XX XXX XXXXXXXX, 0XX XXXXX
XXX XXXX, XXX XXXX 00000
December , 1999
Xxxxxxx and X. Xxxxxxxxxxxx Advisers, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
INVESTMENT ADVISORY CONTRACT
Dear Sirs:
First Eagle SoGen Variable Funds, Inc., (the "Company"), a Maryland
corporation consisting of one portfolio, First Eagle SoGen Overseas Variable
Fund (the "Fund"), is engaged in the business of an investment company. The
Company's Board of Directors has selected you to act as the investment adviser
of the Company, as more fully set forth below, and you are willing to act as
such investment adviser and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Company agrees with you as
follows:
1. Delivery of Corporate Documents. The Company has furnished you with
copies properly certified or authenticated of each of the following:
(a) Articles of Incorporation of the Company.
(b) By-Laws of the Company as in effect on the date hereof.
(c) Resolutions of the Board of Directors of the Company selecting you as
investment adviser and approving the form of this Agreement.
The Company will furnish you from time to time with copies properly
certified or authenticated, of any amendments of or supplements to the
foregoing, if any.
2. Advisory Services. You will regularly provide the Company with
investment research, advice and supervision and will furnish continuously an
investment program for the Company's Portfolio consistent with the Fund's
investment objective, policies and restrictions set forth in the Company's
Registration Statement under the Securities Act of 1933, as amended (the
"Registration Statement") and the current prospectus and statement of additional
information included therein (the "Prospectus"). You will recommend what
securities shall be purchased for the Fund, what portfolio securities shall be
sold by the Fund, and what portion of the Fund's assets shall be held
uninvested,
subject always to such investment objectives, policies and restrictions and to
the provisions of the Company's Articles of Incorporation, By-Laws and the
requirements of the Investment Company Act of 1940, as amended (the "1940 Act"),
as each of the same shall be from time to time in effect. You shall advise and
assist the officers of the Company in taking such steps as are necessary or
appropriate to carry out the decisions of its Board of Directors and any
appropriate committees of such Board regarding the foregoing matters and
general conduct of the investment business of the Company.
3. Allocation of Charges and Expenses. You will pay the compensation and
expenses of all officers of the Company and will furnish, without expense to the
Company, the services of such of your officers and employees as may duly be
elected officers or directors of the Company, subject to their individual
consent to serve and to any limitations imposed by law. You will pay the
Company's office rent and ordinary office expenses and will provide investment,
advisory, research and statistical facilities and all clerical services relating
to research, statistical and investment work. (It is understood that the
foregoing provision does not obligate you to pay for the maintenance of the
Company's general xxxxxx and securities cost ledger or for daily pricing of the
Company's securities, but that it does obligate you, without expense to the
Company, to oversee the provision of such services by the Company's agent.) You
will not be required hereunder to pay any expenses of the Company other than
those above enumerated in this paragraph 3. In particular, but without limiting
the generality of the foregoing, you will not be required to pay hereunder:
brokers' commissions; legal or auditing expenses; taxes or governmental fees;
any direct expenses of issue, sale, underwriting, distribution, redemption or
repurchase of the Company's shares; the expenses of registering or qualifying
securities for sale; the cost of preparing and distributing reports and notices
to stockholders; the fees or disbursements of dividend, disbursing, shareholder,
transfer or other agent; or the fees or disbursements of custodians of the
Company's assets.
4. Compensation of the Adviser. For all services to be rendered and
payments made as provided in paragraphs 2 and 3 hereof, you will receive a
monthly fee after the last day of each month, in accordance with Schedule A
attached hereto.
If this Agreement is terminated with respect to the Fund as of any day not
the last day of a month, the Fund's fee shall be paid as promptly as possible
after such date of termination. If this Agreement shall be effective for less
than the whole of any month, such fee shall be based on the average daily value
of the net assets of the Fund in the part of the month for which this Agreement
shall be effective and shall be that proportion of such fee as the number of
business days (days on which the New York Stock Exchange is open all or part of
the day for unrestricted trading) in such period bears to the number of business
days in such month. The average daily value of the net assets of the Fund shall
in all cases be based only on business days for the period or month and shall be
computed in accordance with applicable provisions of the Articles of
Incorporation of the Company.
5. Purchase and Sale of Securities. You shall purchase securities from or
through and sell securities to or through such persons, brokers or dealers
(including any of your affiliates) as you shall deem appropriate in order to
carry out the Company's brokerage policy as set forth from time to time in the
Registration Statement and Prospectus, or as the Board of Directors of the
Company may require from time to time. You acknowledge that you will comply with
all applicable provisions of the 1940 Act, Investment Advisers Act of 1940, as
amended (the "Investment Advisers Act") and the Securities Exchange Act of 1934,
as amended, including without limitation the provisions of Section 28(e)
thereof, with respect to the allocation of portfolio transactions. When
purchasing securities from or through, and selling securities to or through, any
such persons, brokers or dealers that may be affiliated with you, you shall
comply with all applicable provisions of the 1940 Act, including without
limitation Section 17 thereof and the rules and regulations thereunder, and
Section 206 of the Investment Advisers Act and the rules and regulations
thereunder.
Nothing herein shall prohibit the Board of Directors of the Company from
approving the payment by the Company of additional compensation to others for
consulting services, supplemental research and security and economic analysis.
6. Services to Other Accounts. The Company understands that you and your
affiliates now act, will continue to act, and may in the future act as
investment adviser to fiduciary and other managed accounts, and the Company has
no objection to you and your affiliates so acting, provided that whenever the
Fund and one or more other accounts advised by you (the "Managed Accounts") are
prepared to purchase, or desire to sell, the same security, available
investments or opportunities for sales will be allocated in a manner that is
equitable to each entity. In such situations, you may place orders for a Fund
and each Managed Account simultaneously, and if all such orders are not filled
at the same price, you may cause the Fund and each Managed Account to pay or
receive the average of the prices at which the orders were filled for the Fund
and all Managed Accounts. If all such orders cannot be executed fully under
prevailing market conditions, you may allocate the traded securities between the
Fund and the Managed Accounts in a manner you consider appropriate, taking into
account the size of the order placed for the Fund and each such Managed Account
and, in the event of a sale, the size of the pre-sale position of the Fund and
each such Managed Account, as well as any other factors you deem relevant. The
Company recognizes that in some cases this procedure may affect adversely the
price paid or received by the Fund or the size of the position
purchased or sold by the Fund. In addition, the Company understands that the
persons employed by you to provide service to the Company in connection with the
performance of your duties under this Agreement will not devote their full time
to that service. Moreover, nothing contained in this Agreement will be deemed to
limit or restrict your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render services of
whatever kind or nature including serving as investment adviser to, or employee,
officer, director or trustee of, other investment companies.
7. Avoidance of Inconsistent Position. If any occasion should arise in
which you give any advice to clients of yours concerning the shares of the
Company, you will act solely as investment counsel for such clients and not in
any way on behalf of the Company. In connection with purchases or sales of port
folio securities for the account of the Fund, neither you nor any of your
directors, officers or employees will act as a principal.
8. Limitation of Liability of Adviser. You shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Company in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement.
9. Use of Name. If you cease to act as the Company's investment adviser,
or, in any event, if you so request in writing, the Company agrees to take all
necessary action to change the name of the Company and the Fund to a name not
including the term "First Eagle". You may from time to time make available
without charge to the Company for its use such marks or symbols not owned by
you, including the logo in the form of a stylized globe or marks or symbols
containing the term "First Eagle" or any variation thereof, as you may consider
appropriate. Any such marks or symbols so made available will remain your
property and you shall have the right, upon notice in writing, to require the
Company to cease the use of such mark or symbol at any time.
10. Duration and Termination of this Agreement. This Agreement shall remain
in force until December , 2001, and from year to year thereafter with respect
to the Fund, but only so long as such continuance is specifically approved at
least annually by the Board of Directors of the Company with respect to the Fund
or by vote of a majority of the outstanding voting securities of the Fund. In
addition, the Company may not renew or perform this Agreement unless the terms
thereof and any renewal thereof have been approved with respect to the Fund by
the vote of a majority of directors of the Company who are not interested
persons of you or of the Company cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may, on 60
days' written notice, be terminated with respect to the Fund at any time without
the payment of any penalty, by the Board of Directors of the Company, by vote of
a majority of the outstanding voting securities of the Company, or by you. This
Agreement shall automatically terminate in the event of its assignment. In
interpreting the provisions of this paragraph, the definitions contained in
Section 2(a) of the 1940 Act, as amended, and any Rules thereunder (particularly
the definitions of "interested person", "assignment", "voting security" and
"vote of a majority of the outstanding voting securities") shall be applied.
11. Amendment of this Agreement. No provision of this 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 change, waiver,
discharge or termination is sought.
12. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, to you or to the Company at 0000 Xxxxxx xx xxx
Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, either of the parties to do anything in violation of
any applicable laws or regulations.
14. Captions; Counterparts. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Company, whereupon this letter shall become a binding
contract.
Yours very truly,
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
By:...................................
Name:
Title:
The foregoing Agreement is hereby accepted.
XXXXXXX AND X. XXXXXXXXXXXX ADVISERS, INC.
By: ...........................
Name:
Title:
SCHEDULE A
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
Pursuant to Section 4 of the investment advisory agreement between the First
Eagle SoGen Variable Funds, Inc. and Xxxxxxx and X. Xxxxxxxxxxxx Advisers, Inc.
("A&SB Advisers"), the parties agree that A&SB Advisers shall be paid on a
monthly basis an investment advisory fee at the annual rate for the Fund as set
forth below:
First Eagle SoGen Overseas Variable 0.75 of 1% of the average daily
Fund: value of the First Eagle SoGen
Overseas Fund's net assets
IN WITNESS WHEREOF, the undersigned have approved this schedule effective as of
the day of , 1999.
FIRST EAGLE SOGEN VARIABLE FUNDS, INC.
By: ..................................
Name:
Title:
XXXXXXX AND X. XXXXXXXXXXXX
ADVISERS, INC.
By: ..................................
Name:
Title:
