EXHIBIT 99.5(A)
KEYSTONE INTERNATIONAL FUND INC.
BOSTON, MASSACHUSETTS
Keystone Management, Inc.
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxx 00000
August 19, 1993
Dear Sirs:
INVESTMENT MANAGEMENT AGREEMENT
KEYSTONE INTERNATIONAL FUND INC. (the "Fund") has been incorporated under the
laws of Massachusetts to engage in the business of investing in securities. Its
Board of Directors has selected you to act as investment manager of the Fund and
to provide certain other services, as more fully set forth below, and you are
willing to act as such investment manager and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the Fund agrees with
you as follows:
1. Advisory Services -- You will regularly provide the Fund with investment
research, advice and supervision and will furnish continuously an investment
program for the Fund's portfolio. You will recommend what securities shall be
purchased for the portfolio of the Fund, what portfolio securities shall be sold
by the Fund, and what portion of the Fund's assets shall be held uninvested. You
shall advise and assist the officers of the Fund in taking such steps as are
necessary or appropriate to carry out the decisions of its Board of Directors
and the appropriate committees of such Board regarding the foregoing matters and
the general conduct of the investment business of the Fund.
2. Expenses of Operation -- You will pay the ordinary office expenses of the
Fund including its rent and will provide investment advisory, research and
statistical facilities and all clerical services relating to research,
statistical and investment work. You will not be required to pay any expenses of
the Fund other than those enumerated in this paragraph 2 and in particular, but
without limiting the generality of the foregoing, will not be required to pay
brokers' commissions; legal, auditing, and registrar's fees and expenses; taxes
and governmental fees; the cost of sale, underwriting, distribution, redemption,
transfer or repurchase of shares of the Fund; the expenses of registering or
qualifying securities for sale; the cost of preparing and distributing reports
and notices to shareholders; or the fees or disbursements of custodians of the
Fund's assets including expenses incurred in the performance of any obligations
enumerated in the Articles of Organization or Bylaws of the Fund, insofar as
they govern agreements with any such custodian.
3. Compensation to the Adviser -- For all services to be rendered and payments
made as provided in paragraphs 1 and 2 hereof, the Fund will pay you a
management fee, which shall be deducted daily from the assets of the Fund at the
rate of (a) .75 of 1% per annum of the total daily net asset vlaue of the Fund
for those assets of the Fund which are less than $200,000,000; (b) .65 of 1% per
annum of the total daily net asset value of the Fund for those assets of the
Fund which are $200,000,000 or more, but less than $400,000,000; (c) .55 of 1%
per annum of the total daily net asset value of the Fund for those assets of the
Fund which are $400,000,000 or more, but less than $600,000,000 and (d) .45 of
1% per annum of the total daily net asset value of the Fund for those assets of
the Fund which are $600,000,000 or more.
4. Avoidance of Inconsistent Position -- In connection with purchases or sales
of portfolio securities for the account of the Fund, neither you nor any of your
directors, officers or employees will act as principal or agent or receive any
commission.
5. Investment Adviser -- You may enter into an agreement to retain, at your
own expense, Keystone Custodian Funds, Inc. or any other firm or firms
("Adviser") to provide the Fund all of the services to be provided by you
hereunder, if such agreement is approved as required by law. Such agreement may
delegate to such Adviser all of your rights, obligations and duties hereunder.
6. Limitation of Liability of Manager -- You 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, 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. Any person, even though also employed by you,
who may be or become an employee of and paid by the Fund shall be deemed when
acting within the scope of his employment by the Fund to be acting in such
employment solely for the Fund and not as your employee or agent.
7. Duration and Termination of this Agreement -- This Agreement shall go into
effect on the date hereof and, unless terminated as provided in this paragraph 6
or in paragraph 7 hereof shall continue in effect until July 1, 1994; thereafter
it shall continue in effect from year to year but only so long as such
continuance is approved at least annually by the Board of Directors of the Fund
or by the vote of a majority of the outstanding voting securities of the Fund.
In addition, this Agreement shall not be entered into, renewed or performed
unless the terms of this Agreement and any renewal thereof have been approved by
the vote of a majority of the Directors of the Fund, who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement may be
terminated either by the Board of Directors of the Fund or by the vote of a
majority of the outstanding voting securities of the Fund or by you. Such
termination shall be effective after 60-days' notice and shall be without
penalty. This Agreement shall automatically terminate in the event of its
assignment.
8. 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 and no amendment of this Agreement shall be
effective until approved by the vote of a majority of the Fund's outstanding
voting securities.
9. Miscellaneous -- The captions in this Agreement are included for
convenience or reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction of 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.
As used in this Agreement, the terms "assignment" and "majority of the
outstanding voting securities" shall have the meanings given to them by Sections
2(a)(4) and 2(a)(42), respectively, of the Investment Company Act of 1940.
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 Fund, whereupon this letter shall become a binding contract.
Yours very truly,
KEYSTONE INTERNATIONAL FUND INC.
By:/s/ Xxxxx X. Xxxxxxxx, Xx.
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Title: Treasurer
fcThe foregoing Agreement is hereby accepted as of the date thereof.
KEYSTONE MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Title: Treasurer
