Exhibit 99.g
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this __th day of August, 1999 by and between XXX Trust
Preferred Fund I, a Delaware business trust (the "Fund") and Sterne Agee Asset
Management, Inc., (the "Manager").
WITNESSETH
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby employs the Manager to act as the investment adviser
for, and to manage the investment of the assets of the Fund in accordance with
the Fund's investment objective and policies and limitations, and to administer
the Fund's affairs to the extent requested by and subject to the supervision of
the Board of Trustees of the Fund for the period and upon the terms herein set
forth. The investment of the Fund's assets shall be subject to the Fund's
policies, restrictions and limitations with respect to securities investments as
set forth in the Fund's then current registration statement under the Investment
Company Act of 1940, and all applicable laws and the regulations of the
Securities and Exchange Commission relating to the management of registered
closed-end, non-diversified management investment companies.
The Manager accepts such employment and agrees during such period to render
such services, to furnish office facilities and equipment and clerical,
bookkeeping and administrative services (other than such services, if any,
provided by the Fund's transfer agent) for the Fund, to permit any of its
officers or employees to serve without compensation as trustees or officers of
the Fund if elected to such positions, and to assume the obligations herein set
forth for the compensation herein provided. The Manager shall, for all purposes
herein provided, be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for not
represent the Fund in any way, nor otherwise be deemed an agent of the Fund.
2. For the services and facilities described in Section 1, the Fund will
pay to the Manager, at the end of each calendar quarter, an investment
management fee computed by applying an annual rate equal to .10% of the Fund's
net asset value as calculated quarterly. For the quarter and year in which this
Agreement becomes effective, or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement shall have been
in effect during the quarter and year, respectively. The services of the
Manager to the Fund under this Agreement are not to be deemed exclusive, and the
Manager shall be free to render similar services or other services to others so
long as its services hereunder are not impaired thereby.
3. The Manager shall arrange for officers or employees of the Manager to
serve, without compensation from the Fund, as trustees, officers or agents of
the Fund, if duly elected
or appointed to such positions, and subject to their individual consent and to
any limitations imposed by law.
4. Subject to applicable statutes and regulations, it is understood that
officers, trustees, or agents of the Fund are, or may be, interested in the
Manager as officers, directors, agents, shareholders or otherwise, and that the
officers, directors, shareholders and agents of the Manager may be interested in
the Fund otherwise than as trustees, officers or agents.
5. The Manager shall not be liable for any loss sustained by reason of
the purchase, sale or retention of any security, except loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Manager
in the performance of its obligations and duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. The Manager may now or in the future manage other investment accounts
and funds, including those with investment objectives similar to the Fund.
7. This Agreement shall continue in effect until August __, 2001, unless
and until terminated by either party as hereinafter provided, and shall continue
in force from year to year thereafter, but only as long as such continuance is
specifically approved, at least annually, in the manner required by the
Investment Company Act of 1940.
This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time without the payment of any penalty
by the Fund or by the Manager upon sixty (60) days' written notice to the other
party. The Fund may effect termination by action of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the Fund, accompanied
by appropriate notice.
This Agreement may be terminated, at any time, without the payment of any
penalty, by the Board of Trustees of the Fund, or by vote of a majority of the
outstanding voting securities of the Fund, in the event that it shall have been
established by a court of competent jurisdiction that the Manager, or any
officer or director of the Manager, has taken any action which results in a
breach of the covenants of the Manager set forth herein.
Termination of this Agreement shall not affect the right of the Manager to
receive payments on any unpaid balance of the compensation, described in Section
2, earned prior to such termination.
8. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be thereby
affected.
9. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for receipt of such notice.
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10. The Fund's Certificate of Trust is on file with the State of Delaware.
This Agreement is executed on behalf of the Fund by the Fund's officers as
officers and not individually and the obligations imposed upon the Fund by this
Agreement are not binding upon any of the Fund's Trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Fund.
IN WITNESS WHEREOF, the Fund and the Manager have caused this Agreement to
be executed on the day and year above written.
XXX TRUST PREFERRED FUND I
By: ____________________________________
President
Attest: __________________________
Secretary
STERNE AGEE ASSET MANAGEMENT, INC.
By: ____________________________________
President
Attest: __________________________
Secretary
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