FORM OF
INVESTMENT MANAGEMENT AGREEMENT
April 13, 2000
SSB Citi Fund Management Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This Investment Management Agreement (the "Agreement") is made on this
13th day of April, 2000, 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
All Cap Growth Fund (the "Fund"), and SSB Citi Fund Management LLC ("SSB Citi")
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 SSB Citi. The Corporation desires to employ and hereby
appoints SSB Citi to act as investment manager for the Fund. SSB Citi
accepts the appointment and agrees to furnish the services for the
compensation set forth below. SSB Citi 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 SSB Citi.
2. Services as Investment Manager
Subject to the supervision and direction of the Board, SSB Citi will:
(a) assist in supervising all aspects of the Fund's operations; (b)
supply the Fund with office facilities (which may be in SSB Citi'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 SSB Citi, 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 SSB
Citi, 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
SSB Citi 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, SSB Citi 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 SSB Citi 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, SSB Citi will seek the best overall terms available. In
assessing the best overall terms available for any transaction, SSB
Citi 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, SSB Citi 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 SSB Citi
or its affiliates exercise investment discretion.
7. Information Provided to the Fund
SSB Citi 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 SSB
Citi believes is appropriate for this purpose.
8. Standard of Care
SSB Citi shall exercise its best judgment in rendering the services
listed in paragraph 2 above. SSB Citi 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 SSB Citi against any liability to the Corporation or to the
Fund's shareholders to which SSB Citi 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 SSB Citi's
reckless disregard of its obligations and duties under this Agreement.
9. Services to Other Companies or Accounts
The Corporation understands that SSB Citi 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 SSB Citi's so acting, provided that
whenever the Fund and one or more other investment companies advised by
SSB Citi 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 SSB Citi to assist in the
performance of SSB Citi'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 SSB Citi or any
affiliate of SSB Citi to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature.
l0. 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 SSB Citi. 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 SSB Citi 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 SSB Citi,
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 All Cap
Growth Fund
By:_________________________________
Name: Xxxxx X. XxXxxxxx
Title: Chairman, President and Chief Executive Officer
Accepted:
SSB Citi Fund ManagementLLC
By:___________________________________
Name: Xxxxxxxxx X. Xxxxx
Title: Secretary
