EXHIBIT D(4)
ADVISORY AGREEMENT
ADVISORY AGREEMENT, dated November 30, 2001, between Seix Funds,
Inc., a Maryland corporation (the "Fund"), and Seix Investment Advisors Inc.,
a New Jersey corporation (the "Adviser").
In consideration of the mutual agreements herein made, the parties
hereto agree as follows:
1. ATTORNEY-IN-FACT. The Fund appoints the Adviser as its
attorney-in-fact to invest and reinvest the assets of the SEIX LIMITED
DURATION FUND (the "Portfolio"), as fully as the Fund itself could do. The
Adviser hereby accepts this appointment.
2. DUTIES OF THE ADVISER. (a) The Adviser shall be responsible for
managing the investment assets of the Portfolio, including, without
limitation, providing investment research, advice and supervision, determining
which portfolio securities shall be purchased or sold by the Portfolio,
purchasing and selling securities on behalf of the Portfolio and determining
how voting and other rights with respect to portfolio securities of the
Portfolio shall be exercised, subject in each case to the control of the Board
of Directors of the Fund (the "Board") and in accordance with the objective,
policies and principles of the Portfolio set forth in the Registration
Statement, as amended, of the Fund, the requirements of the Investment Company
Act of 1940, as amended, (the "Act") and other applicable law. In performing
such duties, the Adviser shall provide such office space, and such executive
and other personnel as shall be necessary for the investment operations of the
Portfolio. In managing the Portfolio in accordance with the requirements set
forth in this paragraph 2, the Adviser shall be entitled to act upon advice of
counsel to the Fund or counsel to the Adviser.
(b) Subject to Section 36 of the Act, the Adviser shall not be liable
to the Fund for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Portfolio and the performance of its duties under this Agreement except
for losses arising out of the Adviser's willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. It is agreed
that the Adviser shall have no responsibility or liability for the accuracy or
completeness of the Fund's Registration Statement under the Act and the
Securities Act of 1933 except for information about the Adviser contained in
the Prospectus included as part of such Registration Statement supplied by the
Adviser for inclusion therein. The Fund agrees to indemnify and hold the
Adviser harmless from and against all claims, losses, costs, damages and
expenses, including reasonable fees and expenses for counsel, incurred by it
resulting from any claim, demand, action or suit in connection with or arising
out of any action or omission by the Adviser in the performance of this
Agreement except for those claims, losses, costs, damages and expenses
resulting from the Adviser's willful misfeasance, bad faith, or gross
negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(c) The Adviser and its officers may act and continue to act as
investment advisers and managers for others (including, without limitation,
other investment companies), and nothing in this Agreement will in any way be
deemed to restrict the right of the Adviser to perform investment management
or other services for any other person or entity, and the performance of such
services for others will not be deemed to violate or give rise to any duty or
obligation to the Fund.
(d) Except as provided in Section 5, nothing in this Agreement will
limit or restrict the Adviser or any of its officers, affiliates or employees
from buying, selling or trading in any securities for its or their own account
or accounts. The Fund acknowledges that the Adviser and its officers,
affiliates or employees, and its other clients may at any time have, acquire,
increase, decrease or dispose of positions in investments which are at the
same time being acquired or disposed of for the account of the Portfolio. The
Adviser will have no obligation to acquire for the Portfolio a position in any
investment which the Adviser, its officers, affiliates or employees may
acquire for its or their own accounts or for the account of another client, if
in the sole discretion of the Adviser, it is not feasible or desirable to
acquire a position in such investment for the account of the Portfolio,
provided that the Adviser shall have acted in good faith and in a manner
deemed equitable to the Portfolio. The Adviser represents that it has adopted
a code of ethics governing personal trading that complies in all material
respects with the recommendations contained in the Investment Company
Institute "Report of the Advisory Group on Personal Investing," dated May 9,
1994, and the Adviser agrees to furnish a copy of such code of ethics to the
Directors of the Fund.
(e) If the purchase or sale of securities consistent with the
investment policies of the Portfolio and one or more other clients serviced by
the Adviser is considered at or about the same time, transactions in such
securities will be allocated among the Portfolio and clients in a manner
deemed fair and reasonable by the Adviser. Although there is no specified
formula for allocating such transactions, the various allocation methods used
by the Adviser, and the results of such allocations, are subject to periodic
review by the Board.
3. EXPENSES. The Adviser shall pay all of its expenses arising from
the performance of its obligations under this Agreement. Except as provided
below, the Adviser shall not be required to pay any other expenses of the Fund
(including out-of-pocket expenses, but not including the Adviser's overhead or
employee costs), including without limitation, organization expenses of the
Fund; brokerage commissions; maintenance of books and records which are
required to be maintained by the Fund's custodian or other agents of the Fund;
telephone, telex, facsimile, postage and other communications expenses;
expenses relating to investor and public relations; freight, insurance and
other charges in connection with the shipment of the Fund's portfolio
securities; indemnification of Directors and officers of the Fund; travel
expenses (or an appropriate portion thereof) of Directors and officers of the
Fund to the extent that such expenses relate to attendance at meetings of the
Board of Directors of the Fund or any committee thereof or advisors thereto
held
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outside of the Adviser's offices; interest, fees and expenses of independent
attorneys, auditors, custodians, accounting agents, transfer agents, dividend
disbursing agents and registrars; payment for portfolio pricing or valuation
service to pricing agents, accountants, bankers and other specialists, if any;
taxes and government fees; cost of stock certificates and any other expenses
(including clerical expenses) of issue, sale, repurchase or redemption of
shares; expenses of registering and qualifying shares of the Fund under
Federal and state laws and regulations; expenses of printing and distributing
reports, notices, dividends and proxy materials to existing stockholders;
expenses of printing and filing reports and other documents filed with
governmental agencies, expenses of printing and distributing prospectuses;
expenses of annual and special stockholders' meetings; costs of stationery,
fees and expenses (specifically including travel expenses relating to Fund
business) of Directors of the Fund who are not employees of the Adviser or its
affiliates; membership dues in the Investment Company Institute; insurance
premiums and extraordinary expenses such as litigation expenses.
4. COMPENSATION. (a) As compensation for the services performed and
the facilities and personnel provided by the Adviser pursuant to this
Agreement, the Fund will pay to the Adviser promptly at the end of each
calendar month, a fee, calculated on each day during such month, at an annual
rate of 0.10% of the Portfolio's average daily net assets. The Adviser shall
be entitled to receive during any month such interim payments of its fee
hereunder as the Adviser shall request, provided that no such payment shall
exceed 0.50% of the amount of such fee then accrued on the books of the
Portfolio and unpaid.
(b) If the Adviser shall serve hereunder for less than the whole of any month,
the fee payable hereunder shall be prorated.
(c) For purposes of this Section 4, the "average daily net assets" of the
Portfolio shall mean the average of the values placed on the Portfolio's net
assets on each day pursuant to the applicable provisions of the Fund's
Registration Statement, as amended.
5. PURCHASE AND SALE OF SECURITIES. The Adviser shall purchase
securities from or through and sell securities to or through such persons,
brokers or dealers as the Adviser shall deem appropriate in order to carry out
the policy with respect to the allocation of portfolio transactions as set
forth in the Registration Statement of the Fund, as amended, or as the Board
may direct from time to time. The Adviser will use its reasonable efforts to
execute all purchases and sales with dealers and banks on a best net price
basis. The Adviser will consider the full range and quality of services
offered by the executing broker or dealer when making these determinations.
Neither the Adviser nor any of its officers, affiliates or employees will act
as principal or receive any compensation from the Portfolio in connection with
the purchase or sale of investments for the Portfolio other than the fee
referred to in Paragraph 4 hereof.
6. TERM OF AGREEMENT. This Agreement shall continue in full force
and effect until two years from the date hereof, and will continue in effect
from year to year thereafter if such
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continuance is approved in the manner required by the Act, provided that this
Agreement is not otherwise terminated. The Adviser may terminate this
Agreement at any time, without the payment of any penalty, upon 60 days'
written notice to the Fund. The Fund may terminate this Agreement with respect
to the Portfolio at any time, without the payment of any penalty, on 60 days'
written notice to the Adviser by vote of either the majority of the
non-interested members of the Board or a majority of the outstanding voting
securities (as defined in Section 2(a)(42) of the Act) of the Portfolio. This
Agreement will automatically terminate in the event of its assignment (the
term "assignment" for this purpose having the meaning defined in Section
2(a)(4) of the Act).
7. CHANGES IN MEMBERSHIP. The Adviser is a corporation duly
existing under the laws of the State of New Jersey. In the event the Adviser
changes ownership, the Adviser shall notify the Fund of such change within a
reasonable time after the change.
8. NOTICES. Any notice or other communication authorized or
required hereunder shall be in writing or by confirming telegram, cable, telex
or facsimile sending device. Notice shall be addressed to the Fund at c/o
Investors Bank & Trust Company, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000,
Attention: Ms. Xxxxxxx Surprise, Secretary; and to Seix Investment Advisors
Inc., 000 Xxxx Xxxxxxxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: Xx. Xxxxxxxxx
Xxxx. Either party may designate a different address by notice to the other
party. Any such notice or other communication shall be deemed given when
actually received.
9. AMENDMENT. This Agreement may be amended by the parties hereto
with respect to the Portfolio only if such amendment is specifically approved
(i) by the Board of Directors of the Fund or by the vote of a majority of
outstanding shares of the Portfolio ("Shares"), and (ii) by the Director(s)
who are not interested persons (the term "non interested" for this purpose
having the meaning defined in section 2 (a) (19) of the Act) of the Fund
("Non-Interested Director(s)"), which vote must be cast in person at a meeting
called for the purpose of voting on such approval.
10. MISCELLANEOUS. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey.
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.
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IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement
to be executed by their duly authorized officers as of the date first written
above.
SEIX FUNDS, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Vice President
SEIX INVESTMENT ADVISORS INC.
By: /s/ XXXXXXXXX XXXX
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Xxxxxxxxx Xxxx, Chairman & CIO
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