INVESTMENT ADVISORY AGREEMENT
Managed Income Securities Plus Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 5, 1997
Bear Xxxxxxx Funds Management Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
The above-named investment company (the "Fund")
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by
investing and reinvesting the same in investments of the
type and in accordance with the limitations specified in
its charter documents and in its Offering Memorandum
dated February 5, 1997, copies of which have been or will
be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's
Board of Directors. The Fund desires to employ you to
act as its investment adviser.
In this connection it is understood that from
time to time you will employ or associate with yourself
such person or persons as you may believe to be particu-
larly fitted to assist you in the performance of this
Agreement. Such person or persons may be officers or
employees who are employed by both you and the Fund. The
compensation of such person or persons shall be paid by
you and no obligation may be incurred on the Fund's
behalf in any such respect.
Subject to the supervision and approval of the
Fund's Board of Directors, you will provide investment
management of the Fund in accordance with the Fund's
investment objectives and policies as stated in the
Fund's Offering Memorandum dated February 5, 1997. In
connection therewith, you will obtain and provide invest-
ment research and will supervise the Fund's investments
and conduct a continuous program of investment, evalua-
tion and, if appropriate, sale and reinvestment of the
Fund's assets. You will furnish to the Fund such statis-
tical information, with respect to the investments which
the Fund may hold or contemplate purchasing as the Fund
may reasonably request. The Fund wishes to be informed
of important developments materially affecting the Fund's
portfolio and shall expect you, on your own initiative,
to furnish to the Fund from time to time such information
as you may believe appropriate for this purpose.
Subject to the supervision and control of the
Fund's Board, you also will assist in supervising all
aspects of the Fund's operations. You will, directly or
through one or more affiliates or third party service
providers, supply office facilities (which may be in your
own offices), data processing services, clerical, trans-
fer agency, accounting and bookkeeping services, internal
auditing and legal services, internal executive and
administrative services, and stationery and office sup-
plies; prepare reports to the Fund's stockholders and
noteholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; and calculate the net asset value of the
Fund's shares. Net asset value shall be computed on such
days and at such time or times as determined by the
Fund's Board of Directors.
You shall exercise your best judgment in xxx-
xxxxxx the services to be provided to the Fund hereunder,
and the Fund agrees as an inducement to your undertaking
the same that you shall not be liable hereunder for any
error of judgment or mistake of law or for any loss
suffered by the Fund, provided that nothing herein shall
be deemed to protect or purport to protect you against
any liability to the Fund or to its security holders to
which you would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the perfor-
xxxxx of your duties hereunder or by reason of your
reckless disregard of your obligations or duties hereun-
der (hereinafter "Disabling Conduct").
In consideration of services rendered pursuant
to this Agreement, the Fund will pay you a monthly in-
vestment advisory and administration fee at the annual
rate of 0.075% of the Fund's monthly average net assets.
You will bear all expenses in connection with
the performance of your services under this Agreement.
All other expenses to be incurred in the operation of the
Fund will be borne by the Fund, except to the extent
specifically assumed by you. The expenses to be borne by
the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment
fees, interest and distributions paid on securities sold
short, brokerage fees and commissions, if any, fees of
Board members, Securities and Exchange Commission fees,
state Blue Sky qualification fees, advisory, administra-
tion and fund accounting fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence,
costs attributable to investor services (including,
without limitation, telephone and personnel expenses),
costs of preparing and printing offering documents, costs
of stockholders' reports and meetings, and any extraordi-
nary expenses.
If in any fiscal year the aggregate expenses of
the Fund (including fees pursuant to this Agreement, but
excluding interest, taxes, brokerage and, with the prior
written consent of the necessary state securities commis-
sions, extraordinary expenses) exceed the expense limita-
tion of any state having jurisdiction over the Fund, the
Fund may deduct from the fees to be paid hereunder, or
you will bear, such excess expense to the extent required
by state law. Your obligation pursuant hereto will be
limited to the amount of your fees hereunder. Such
deduction or payment, if any, will be estimated daily,
and reconciled and effected or paid, as the case may be,
on a monthly basis.
The Fund understands that you now act, and that
from time to time hereafter you may act, as investment
adviser to one or more other investment companies and
fiduciary or other managed accounts, and the Fund has no
objection to your so acting, provided that when the
purchase or sale of securities of the same issuer is
suitable for the investment objectives of two or more
investment companies or accounts managed by you which
have available funds for investment, the available secu-
rities will be allocated in a manner believed by you to
be equitable to each company or account. It is recog-
nized that in some cases this procedure may adversely
affect the price paid or received by the Fund or the size
of the position obtainable for or disposed of by the
Fund.
In addition, it is understood that the persons
employed by you to assist in the performance of your
duties hereunder will not devote their full time to such
service and nothing contained herein shall 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.
Any person, even though also your officer,
director, partner, employee or agent, who may be or
become an officer, director, employee or agent of the
Fund, shall be deemed, when rendering services to the
Fund or acting on any business of the Fund, to be render-
ing such services to or acting solely for the Fund and
not as your officer, director, partner, employee, or
agent or one under your control or direction even though
paid by you.
The Fund will indemnify you (each, an "indemni-
tee") against, and hold each indemnitee harmless from,
any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses)
not resulting from Disabling Conduct by the indemnitee.
Indemnification shall be made only following: (i) a
final decision on the merits by a court or other body
before whom the proceeding was brought that the indemni-
tee was not liable by reason of Disabling Conduct or (ii)
in the absence of such a decision, a reasonable determi-
nation, based upon a review of the facts, that the indem-
xxxxx was not liable by reason of Disabling Conduct by
(a) the vote of a majority of a quorum of Board members
who are neither "interested persons" of the Fund nor
parties to the proceeding ("disinterested non-party Board
members") or (b) an independent legal counsel in a writ-
ten opinion. Each indemnitee shall be entitled to ad-
vances from the Fund for payment of the reasonable ex-
penses incurred by it in connection with the matter as to
which it is seeking indemnification in the manner and to
the fullest extent permissible under the Delaware General
Corporation Law. Each indemnitee shall provide to the
Fund a written affirmation of its good faith belief that
the standard of conduct necessary for indemnification by
the Fund has been met and a written undertaking to repay
any such advance if it should ultimately be determined
that the standard of conduct has not been met. In addi-
tion, at least one of the following additional conditions
shall be met: (a) the indemnitee shall provide security
in form and amount acceptable to the Fund for its under-
taking; (b) the Fund is insured against losses arising by
reason of the advance; or (c) a majority of a quorum of
disinterested non-party Board members, or independent
legal counsel, in a written opinion, shall have deter-
mined, based on a review of facts readily available to
the Fund at the time the advance is proposed to be made,
that there is reason to believe that the indemnitee will
ultimately be found to be entitled to indemnification.
No provision of this Agreement shall be construed to
protect any Board member or officer of the Fund, or any
indemnitee, from liability in violation of Sections 17(h)
and (i) of the Investment Company Act of 1940, as amended
(the "1940 Act").
This Agreement shall continue until Decem-
ber 31, 1998 (the "Reapproval Date") and thereafter shall
continue automatically for successive annual periods
ending on December 31st each year, provided such continu-
ance is specifically approved at least annually by (i)
the Fund's Board of Directors or (ii) vote of a majority
(as defined in the 0000 Xxx) of the Fund's outstanding
voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's
Board members who are not "interested persons" (as de-
fined in the 0000 Xxx) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose
of voting on such approval. This Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board
or by vote of holders of a majority of the Fund's shares
or, upon not less than 90 days' notice, by you. This
Agreement also will terminate automatically in the event
of its assignment (as defined in the 1940 Act).
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Accepted:
BEAR XXXXXXX FUNDS MANAGEMENT INC.
By: /s/ Xxxxx X. Xxxxxxx
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