EX-99.B(d)tmima
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT, made this __th day of ____________, 2000, by and between UNITED
TAX-MANAGED EQUITY FUND, INC. (hereinafter called "United"), and XXXXXXX & XXXX
INVESTMENT MANAGEMENT COMPANY,
WITNESSETH:
In consideration of the mutual promises and agreements herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
I. In General
Xxxxxxx & Xxxx Investment Management Company agrees to act as
investment adviser to United with respect to the investment of its assets and in
general to supervise the investments of United, subject at all times to the
direction and control of the Board of Directors of United, all as more fully set
forth herein.
II. Duties of Xxxxxxx & Xxxx Investment Management Company with respect
to investment of assets of United
X. Xxxxxxx & Xxxx Investment Management Company shall regularly
provide investment advice to United and shall, subject to the succeeding
provisions of this section, continuously supervise the investment and
reinvestment of cash, securities or other property comprising the assets of the
investment portfolios of United; and in furtherance thereof, Xxxxxxx & Xxxx
Investment Management Company shall:
1. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign or
otherwise, whether affecting the economy generally or one or more of the
portfolios of United, and whether concerning the individual companies whose
securities are included in one or more of United's portfolios or the industries
in which they engage, or with respect to securities which Xxxxxxx & Xxxx
Investment Management Company considers desirable for inclusion in one or more
of United's portfolios;
2. furnish continuously an investment program for each of the
portfolios of United;
3. determine what securities shall be purchased or sold by
United;
4. take, on behalf of United, all actions which appear to
Xxxxxxx & Xxxx Investment Management Company necessary to carry into
effect such investment programs and supervisory functions as aforesaid,
including the placing of purchase and sale orders.
X. Xxxxxxx & Xxxx Investment Management Company shall make
appropriate and regular reports to the Board of Directors of United on the
actions it takes pursuant to Section II.A. above. Any investment programs
furnished by Xxxxxxx & Xxxx Investment Management Company under this section, or
any supervisory function taken hereunder by Xxxxxxx & Xxxx Investment Management
Company shall at all times conform to and be in accordance with any requirements
imposed by:
1. the provisions of the Investment Company Act of 1940 and any
rules or regulations in force thereunder;
2. any other applicable provision of law;
3. the provisions of the Articles of Incorporation of United as
amended from time to time;
4. the provisions of the Bylaws of United as amended from time
to time;
5. the terms of the registration statement of United, as
amended from time to time, under the Securities Act of 1933 and the Investment
Company Act of 1940, including any supplements to the prospectus(es) and
statement of additional information contained in such registration statement.
C. Any investment programs furnished by Xxxxxxx & Xxxx Investment
Management Company under this section or any supervisory functions taken
hereunder by Xxxxxxx & Xxxx Investment Management Company shall at all times be
subject to any directions of the Board of Directors of United, its Executive
Committee, or any committee or officer of United acting pursuant to authority
given by the Board of Directors.
III. Allocation of Expenses
The expenses of United and the expenses of Xxxxxxx & Xxxx Investment
Management Company in performing its functions under this Agreement shall be
divided into two classes, to wit: (i) those expenses which will be paid in full
by Xxxxxxx & Xxxx Investment Management Company as set forth in subparagraph "A"
hereof, and (ii) those expenses which will be paid in full by United, as set
forth in subparagraph "B" hereof.
A. With respect to the duties of Xxxxxxx & Xxxx Investment
Management Company under Section II above, it shall pay in full, except as to
the brokerage and research services acquired through the allocation of
commissions as provided in Section IV hereinafter, for (a) the salaries and
employment benefits of all employees of Xxxxxxx & Xxxx Investment Management
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Company who are engaged in providing these advisory services; (b) adequate
office space and suitable office equipment for such employees; and (c) all
telephone and communications costs relating to such functions. In addition,
Xxxxxxx & Xxxx Investment Management Company shall pay the fees and expenses of
all directors of United who are affiliated with Xxxxxxx & Xxxx Investment
Management Company or an affiliated corporation and the salaries and employment
benefits of all officers of United who are affiliated persons of Xxxxxxx & Xxxx
Investment Management Company.
B. United shall pay in full for all of its expenses which are not
listed above (other than those assumed by Xxxxxxx & Xxxx Investment Management
Company or one of its affiliates in its capacity as principal underwriter of the
shares of United, as Shareholder Servicing Agent or as Accounting Services Agent
for United), including (a) the costs of preparing and printing prospectuses and
reports to shareholders of United, including mailing costs; (b) the costs of
printing all proxy statements and all other costs and expenses of meetings of
shareholders of United (unless United and Xxxxxxx & Xxxx Investment Management
Company shall otherwise agree); (c) interest, taxes, brokerage commissions and
premiums on fidelity and other insurance; (d) audit fees and expenses of
independent accountants and legal fees and expenses of attorneys, but not of
attorneys who are employees of Xxxxxxx & Xxxx Investment Management Company or
an affiliated company; (e) fees and expenses of its directors not affiliated
with Xxxxxxx & Xxxx, Inc.; (f) custodian fees and expenses; (g) fees payable by
United under the Securities Act of 1933, the Investment Company Act of 1940, and
the securities or "Blue-Sky" laws of any jurisdiction; (h) fees and assessments
of the Investment Company Institute or any successor organization; (i) such
nonrecurring or extraordinary expenses as may arise, including litigation
affecting United, and any indemnification by United of its officers, directors,
employees and agents with respect thereto; (j) the costs and expenses provided
for in any Shareholder Servicing Agreement or Accounting Services Agreement,
including amendments thereto, contemplated by subsection C of this Section III.
In the event that any of the foregoing shall, in the first instance, be paid by
Xxxxxxx & Xxxx Investment Management Company, United shall pay the same to
Xxxxxxx & Xxxx Investment Management Company on presentation of a statement with
respect thereto.
X. Xxxxxxx & Xxxx Investment Management Company, or an affiliate
of Xxxxxxx & Xxxx Investment Management Company, may also act as (i) transfer
agent or shareholder servicing agent of United and/or as (ii) accounting
services agent of United if at the time in question there is a separate
agreement, "Shareholder Servicing Agreement" and/or "Accounting Services
Agreement," covering such functions between United and Xxxxxxx & Xxxx Investment
Management Company, or such affiliate. The corporation, whether Xxxxxxx & Xxxx
Investment Management Company, or its affiliate, which is the party to either
such Agreement with United is referred to as the "Agent." Each such Agreement
shall provide in substance that it shall go into effect, or be amended, or a new
agreement covering the same topics between United and the Agent may be entered
into, only if the terms of such Agreement, such amendment or such new agreement
have been approved by the Board of Directors of United, including the vote of a
majority of the directors who are not "interested persons" as defined in the
Investment Company Act of 1940, of either party to the Agreement, such amendment
or such new agreement (considering Xxxxxxx & Xxxx Investment Management Company
to
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be such a party even if at the time in question the Agent is an affiliate of
Xxxxxxx & Xxxx Investment Management Company), cast in person at a meeting
called for the purpose of voting on such approval. Such a vote is referred to as
a "disinterested director" vote. Each such Agreement shall also provide in
substance for its continuance, unless terminated, for a specified period which
shall not exceed two years from the date of its execution and from year to year
thereafter only if such continuance is specifically approved at least annually
by a disinterested director vote, and that any disinterested director vote shall
include a determination that (i) the Agreement, amendment, new agreement or
continuance in question is in the best interests of United and its shareholders;
(ii) the services to be performed under the Agreement, the Agreement as amended,
new agreement or agreement to be continued are services required for the
operation of United; (iii) the Agent can provide services the nature and quality
of which are at least equal to those provided by others offering the same or
similar services; and (iv) the fees for such services are fair and reasonable in
light of the usual and customary charges made by others for services of the same
nature and quality. Any such Agreement may also provide in substance that any
disinterested director vote may be conditioned on the favorable vote of the
holders of a majority (as defined in or under the Investment Company Act of
1940) of the outstanding shares of each class or series of United. Any such
Agreement shall also provide in substance that it may be terminated by the Agent
at any time without penalty upon giving United one hundred twenty (120) days'
written notice (which notice may be waived by United) and may be terminated by
United at any time without penalty upon giving the Agent sixty (60) days'
written notice (which notice may be waived by the Agent), provided that such
termination by United shall be directed or approved by the vote of a majority of
the Board of Directors of United in office at the time or by the vote of the
holders of a majority (as defined in or under the Investment Company Act of
1940) of the outstanding shares of each class or series of United.
IV. Brokerage
(a) Xxxxxxx & Xxxx Investment Management Company may select
brokers to effect the portfolio transactions of United on the basis of its
estimate of their ability to obtain, for reasonable and competitive commissions,
the best execution of particular and related portfolio transactions. For this
purpose, "best execution" means prompt and reliable execution at the most
favorable price obtainable. Such brokers may be selected on the basis of all
relevant factors including the execution capabilities required by the
transaction or transactions, the importance of speed, efficiency, or
confidentiality, and the willingness of the broker to provide useful or
desirable investment research and/or special execution services. Xxxxxxx & Xxxx
Investment Management Company shall have no duty to seek advance competitive
commission bids and may select brokers based solely on its current knowledge of
prevailing commission rates.
(b) Subject to the foregoing, Xxxxxxx & Xxxx Investment Management
Company shall have discretion, in the interest of United, to direct the
execution of its portfolio transactions to brokers who provide brokerage and/or
research services (as such services are defined in Section 28(e) of the
Securities Exchange Act of 1934) for United and/or other accounts for which
Xxxxxxx & Xxxx Investment Management Company exercises "investment discretion"
(as that term is defined in
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Section 3(a)(35) of the Securities Exchange Act of 1934); and in connection with
such transactions, to pay commission in excess of the amount another adequately
qualified broker would have charged if Xxxxxxx & Xxxx Investment Management
Company determines, in good faith, that such commission is reasonable in
relation to the value of the brokerage and/or research services provided by such
broker, viewed in terms of either that particular transaction or the overall
responsibilities of Xxxxxxx & Xxxx Investment Management Company with respect to
the accounts for which it exercises investment discretion. In reaching such
determination, Xxxxxxx & Xxxx Investment Management Company will not be required
to attempt to place a specified dollar amount on the brokerage and/or research
services provided by such broker; provided that Xxxxxxx & Xxxx Investment
Management Company shall be prepared to demonstrate that such determinations
were made in good faith, and that all commissions paid by United over a
representative period selected by its Board of Directors were reasonable in
relation to the benefits to United.
(c) Subject to the foregoing provisions of this Paragraph "IV,"
Xxxxxxx & Xxxx Investment Management Company may also consider sales of United's
shares and shares of investment companies distributed by Xxxxxxx & Xxxx, Inc. or
one of its affiliates, and portfolio valuation or pricing services as a factor
in the selection of brokers to execute brokerage and principal portfolio
transactions.
V. Compensation of Xxxxxxx & Xxxx Investment Management Company
As compensation in full for services rendered and for the
facilities and personnel furnished under sections I, II, and IV of this
Agreement, United will pay to Xxxxxxx & Xxxx Investment Management Company for
each day the fee specified in Exhibit A hereto.
The amounts payable to Xxxxxxx & Xxxx Investment Management
Company shall be determined as of the close of business each day; shall, except
as set forth below, be based upon the value of net assets computed in accordance
with the Articles of Incorporation of United; and shall be paid in arrears
whenever requested by Xxxxxxx & Xxxx Investment Management Company. In computing
the value of the net assets of United, there shall be excluded the amount owed
to United with respect to shares which have been sold but not yet paid to United
by Xxxxxxx & Xxxx, Inc.
VI. Undertakings of Xxxxxxx & Xxxx Investment Management Company;
Liabilities
Xxxxxxx & Xxxx Investment Management Company shall give to United
the benefit of its best judgment, efforts and facilities in rendering advisory
services hereunder.
Xxxxxxx & Xxxx Investment Management Company shall at all times be
guided by and be subject to United's investment policies, the provisions of
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its Articles of Incorporation and Bylaws as each shall from time to time be
amended, and to the decision and determination of United's Board of Directors.
This Agreement shall be performed in accordance with the
requirements of the Investment Company Act of 1940, the Investment Advisers Act
of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934, to
the extent that the subject matter of this Agreement is within the purview of
such Acts. Insofar as applicable to Xxxxxxx & Xxxx Investment Management
Company, as an investment adviser and affiliated person of United, Xxxxxxx &
Xxxx Investment Management Company shall comply with the provisions of the
Investment Company Act of 1940, the Investment Advisers Act of 1940 and the
respective rules and regulations of the Securities and Exchange Commission
thereunder.
In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of Xxxxxxx
& Xxxx Investment Management Company, it shall not be subject to liability to
United or to any stockholder of United for any act or omission in the course of
or connected with rendering services thereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
VII. Duration of this Agreement
This Agreement shall become effective at the start of business on
the date hereof and shall continue in effect, unless terminated as hereinafter
provided, for a period of one year and from year-to-year thereafter only if such
continuance is specifically approved at least annually by the Board of
Directors, including the vote of a majority of the directors who are not parties
to this Agreement or "interested persons" (as defined in the Investment Company
Act of 1940) of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or by the vote of the holders of a majority
(as so defined) of the outstanding voting securities of a series of United with
respect to that series and by the vote of a majority of the directors who are
not parties to this Agreement or "interested persons" (as so defined) of any
such party, cast in person at a meeting called for the purpose of voting on such
approval.
VIII. Termination
This Agreement may be terminated by Xxxxxxx & Xxxx Investment
Management Company at any time without penalty upon giving United one hundred
twenty (120) days' written notice (which notice may be waived by United) and may
be terminated by United at any time without penalty upon giving Xxxxxxx & Xxxx
Investment Management Company sixty (60) days' written notice (which notice may
be waived by Xxxxxxx & Xxxx Investment Management Company), provided that such
termination by United shall be directed or approved by the vote of a majority of
the Board of Directors of United in office at the time or by the vote of a
majority (as defined in the Investment Company Act of 1940) of the outstanding
voting securities of United. This Agreement shall 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 Investment Company Act of 1940 and the
rules and regulations thereunder.
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to
be executed by their duly authorized officers and their corporate seal to be
hereunto affixed, all as of the day and year first above written.
(Seal) UNITED TAX-MANAGED EQUITY FUND, INC.
By: --------------------------------
Xxxxxx X. Xxxxxxx, President
ATTEST:
By: ----------------------------------------
Xxxxxxx X. Xxxxxxxx, Assistant Secretary
(Seal) XXXXXXX & XXXX INVESTMENT
MANAGEMENT COMPANY
By: ------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
ATTEST:
By: ------------------------
Xxxxxxx X. Xxxxxxxx
Assistant Vice President
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EXHIBIT A TO INVESTMENT MANAGEMENT AGREEMENT
UNITED TAX-MANAGED EQUITY FUND, INC.
FEE SCHEDULE
A cash fee computed each day on the net assets of the Fund at the annual rates
listed below:
Net Assets Fee*
Up to $1 billion 0.65% of net assets
Over $1 billion and up to $2 billion 0.60% of net assets
Over $2 billion and up to $3 billion 0.55% of net assets
Over $3 billion 0.50% of net assets
* If the Fund's net assets are less than $25 million, Xxxxxxx & Xxxx Investment
Management Company has agreed to waive the management fee, subject to its
right to change or modify this waiver.
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