EXHIBIT 5.2
INVESTMENT MANAGEMENT AGREEMENT
with
INVESCO Capital Management, Inc.
THIS AGREEMENT (the "Agreement"), made on this ___ day of ___________________,
19___, by and between the Chaconia Caribbean States Growth Fund, (the "Client"),
and INVESCO Capital Management, Inc. ("INVESCO").
W I T N E S S E T H :
WHEREAS, the Client is the owner or custodian of, or otherwise has
investment authority with respect to, securities, cash and other property (such
securities, cash and other property collectively herein referred to as the
"Fund") held in one or more accounts (the "Account"); and
WHEREAS, the Client desires to appoint INVESCO to serve as investment
manager with respect to the Account (in such capacity, INVESCO being referred to
hereinafter as "Investment Manager"); and
WHEREAS, INVESCO is a "registered investment adviser" under the
Investment Advisers Act of 1940;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
follows:
I. APPOINTMENT. INVESCO is hereby appointed to serve as Investment
Manager with respect to the Account. INVESCO hereby accepts its appointment
subject to the terms and conditions of this Agreement.
II. DUTIES AND POWERS OF INVESTMENT MANAGER
A. Duties
1. Subject to any restrictions and/or guidelines contained in
Exhibit "A" attached hereto and by this reference incorporated herein, and any
additional restrictions and/or guidelines as may from time to time be
communicated in writing by the Client, INVESCO shall from time to time invest
and reinvest the Fund and keep the same invested, in its sole discretion,
without distinction between principal and income, in any property, real,
personal or mixed, or share or part thereof, or part interest thereof, or part
interest therein, wherever situated, and whether or not productive of income,
including but not limited to: capital, common and preferred stock, mutual funds,
personal, corporate and governmental obligations, secured or unsecured;
mortgages, leaseholds, fees and other interests in realty; oil, gas or mineral
properties, rights, royalties, payments and other interests in such properties;
contracts, conditional sales agreements, choses in action, trust and
participation certificates, and other evidences of ownership, part ownership,
interest or part interest.
2. INVESCO shall discharge its duties with the care, skill,
prudence and diligence under the circumstances then prevailing that a
responsible fiduciary acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims, and by diversifying the investments under management so as to minimize the
risk of large losses, unless under the circumstances it is clearly prudent not
to do so. It is agreed that the standard set forth in the foregoing sentence
constitutes the sole standard of care imposed upon INVESCO by this Agreement.
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3. In the performance of its duties hereunder, INVESCO shall act
in accordance with the investment guidelines which the Client may, from time to
time, have furnished to INVESCO in writing subject only to such limitations as
the Client may impose, or as may otherwise be imposed by law.
4. INVESCO will provide Client with such periodic reports as
Client and INVESCO may mutually agree; provided however, that reports as to the
status and investments in the Account shall be provided no less frequently than
quarterly.
X. Xxxxxx. The Client hereby appoints INVESCO its agent and
attorney-in-fact with respect to, and hereby confers, and INVESCO hereby
acknowledges, the following powers in the performance of its duties as
Investment Manager under this Agreement:
1. To direct the purchase or subscription for any securities or
property;
2. To direct the sale, exchange, conveyance, transfer or other
disposition of any stocks, bonds or other securities held in the Account or
comprising the Fund, by private contract or at public auction, with or without
advertising;
3. To vote any stocks, bonds, or other securities; to give general
or special proxies or powers of attorney with or without power of substitution;
to exercise any conversion privileges, subscription rights or other options, and
to make any payments incidental thereto; to oppose or to consent to, or
otherwise participate in, corporate reorganizations or other changes affecting
corporate securities, and to delegate discretionary powers, and to pay any
assessments or charges in connection therewith, and generally to exercise any of
the powers of an owner with respect to stocks, bonds, or other securities of the
Fund; provided, that all such powers shall be exercised by INVESCO in its sole
and absolute discretion subject only to its general fiduciary obligations to the
Client as set forth in Section IIA(2) above;
4. To direct the writing of covered call options and the purchase
or sale of put options and financial futures contracts;
5. In the performance of its duties hereunder, INVESCO may, with
prior notice to the Client, provide services to Client through any or all of its
affiliates including, without limitation, INVESCO Funds Group, Inc., INVESCO
Trust Company, INVESCO Management & Research, Inc., INVESCO Realty Advisors,
Inc., PRIMCO Capital Management, Inc., or AIM Management Group Inc.
6. To make, execute, acknowledge and deliver any and all documents
that may be necessary to carry out the powers of INVESCO, as Investment Manager;
7. To carry out the duties set forth in Subsection IIA of this
Agreement;
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8. To direct the placement of brokerage orders with respect to
assets comprising the Fund with such broker or brokers as INVESCO shall select;
and
9. Generally, to do all such acts and to execute and deliver all
such instruments as in the judgment of INVESCO may be necessary or desirable to
carry out any powers or authority of INVESCO under this Agreement, without
advertisement and without order of court, and without having to post bond or
make any returns or report of its doings to any court.
C. Investment Decisions. INVESCO shall have full power to make and act
upon all investment decisions with respect to the Fund, in its sole discretion,
subject only to the terms of this Agreement, as amended from time to time.
D. Compensation. The compensation of INVESCO as Investment Manager
shall be such as is set forth in INVESCO's separate published fee schedule in
effect from time to time, a current copy of which is attached hereto as Exhibit
"B", except that no increase in fees shall be effective until 90 days after
notice thereof to the Client. Unless otherwise provided in Exhibit "B", payment
to INVESCO shall be made quarterly, based on a calendar year, and the fee shall
be due and payable within 15 days after the end of each quarterly period. If
this Agreement commences at any time other than at the beginning of a quarterly
period, the first quarterly fee shall be prorated to the end of such first
quarterly period. At no time will INVESCO be compensated on the basis of a share
of capital gains or capital appreciation of the Fund except as based upon the
total value of the Fund in accordance with INVESCO's aforementioned fee
schedule. If this Agreement is terminated all fees due to INVESCO shall be
prorated to the date of termination.
III. TRANSACTION PROCEDURES. All transactions will be consummated by
payment to, or delivery by, Client, or such other party as Client may designate
in writing (the "Custodian"), of all cash and/or securities due to or from the
Account. INVESCO shall not act as custodian for the Account, but may issue such
instructions to the Custodian as may be appropriate in connection with the
settlement of transactions initiated by INVESCO pursuant to the terms of this
Agreement. Instructions of INVESCO to Client and/or the Custodian shall be made
in writing sent by first-class mail or, at the option of INVESCO, orally and
confirmed in writing as soon as practical thereafter, and INVESCO shall instruct
all brokers and dealers executing orders on behalf of the Account to forward to
Client and/or the Custodian copies of all confirmations promptly after execution
of transactions. INVESCO shall not be responsible for any loss incurred by
reason of any act or omission of any broker or dealer or the Custodian;
provided, however, that INVESCO will make reasonable efforts to require that
brokers and dealers selected by INVESCO perform their obligations with respect
to the Account.
IV. ALLOCATION OF BROKERAGE. Where INVESCO places orders for the execution
of portfolio transactions for the Account, INVESCO may allocate such
transactions to such brokers and dealers for execution on such markets, at such
prices and at such commission rates as in the good faith judgment of INVESCO
will be in the best interest of the Account, taking into consideration in the
selection of such brokers and dealers not only the available prices and rates of
brokerage commissions, but also other relevant factors (such as, without
limitation, execution capabilities, research and other services provided by such
brokers or dealers which are expected to enhance the general portfolio
management capabilities of INVESCO, and the value of an ongoing relationship of
INVESCO with such brokers and dealers) without having to demonstrate that such
factors are of a direct benefit to the Account. Client may direct INVESCO to
utilize specific brokers or dealers. Client represents that such direction shall
be for the exclusive purpose of providing benefits to participants and
beneficiaries of the Account and shall not constitute, or cause the Account to
be engaged in any violation of federal or state law with regard to "prohibited
transactions" or "parties-in-interest".
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V. SERVICES TO OTHER CLIENTS OF INVESCO. INVESCO may perform investment
advisory services for various clients other than the Client and for accounts
other than the Account. INVESCO may give advice and take action with respect to
other clients that differs from advice given or action taken with respect to the
Fund, so long as INVESCO attempts in good faith reasonably to allocate
investment opportunities to the Client and the Account over a period of time on
a fair and equitable basis compared to investment opportunities extended to
other clients. INVESCO is not obligated to initiate the purchase or sale for the
Client, or the Account, of any security that INVESCO, its principals, affiliates
or employees may purchase or sell for its or their own accounts or for the
account of any other client, if in the reasonable opinion of INVESCO, such
transaction or investment appears unsuitable or undesirable for the Client or
the Account.
VI. CONFIDENTIAL RELATIONSHIP. Except as otherwise provided in this
Section, all information and advice furnished by the Client or INVESCO to the
other, with respect to the Account, the Fund or other matters pertaining to this
Agreement, shall be treated as confidential and shall not be disclosed to third
parties except as required by law or as necessary to carry out responsibilities
set forth in this Agreement.
VII. AUTHORITY AND STATUS OF INVESCO AS INVESTMENT MANAGER. INVESCO
represents and warrants (i) that it is a registered investment adviser under the
Investment Advisers Act of 1940, (ii) that it has full power and authority to
enter into this Agreement, and (iii) that this Agreement has been duly
authorized and when executed and delivered will be binding upon INVESCO. INVESCO
acknowledges that as Investment Manager it is a fiduciary with respect to the
Fund; provided, however, that INVESCO shall not be considered a fiduciary to the
extent that it does not have investment discretion under this Agreement as a
result of the restrictions, if any, contained in Exhibit "A".
VIII. AUTHORITY OF THE CLIENT. The Client represents and warrants (i) that
the Client has full power and authority to enter into this Agreement, and (ii)
that this Agreement has been duly authorized and when executed and delivered
will be binding upon the Client, the Account and the Fund.
IX. DURATION OF AGREEMENT; ENTIRE AGREEMENT. This Agreement will remain in
effect until terminated by either party hereto in accordance with Section X
hereof. This Agreement constitutes the entire agreement between INVESCO and
Client, and supersedes any prior agreements or understanding with respect to the
subject matter hereof.
X. TERMINATION; PROHIBITION AGAINST ASSIGNMENT.
A. A party to this Agreement may terminate this Agreement at any time
upon notice by registered or certified mail to the other parties in accordance
with Section XI hereof, which notice shall be given at least thirty (30) days
prior to the effective date of termination. Upon receiving or giving notice of
termination, and (if termination occurs by notice from the Client) upon receipt
by INVESCO of all fees payable to INVESCO pursuant to this Agreement which are
accrued but unpaid as of the date of such termination, INVESCO shall, if so
directed by the Client, make a full accounting to the Client with respect to all
assets managed by it since its appointment as Investment Manager.
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B. No assignment (as that term is defined in the Investment Advisers
Act of 1940) of this Agreement shall be made by either party without the consent
of the other party.
XI. NOTICES.
A. All notices, requests and demands after the date of this Agreement,
and any other communications hereunder shall be deemed to have been duly given
if in writing and if delivered or sent by certified or registered mail, return
receipt requested, to the appropriate address indicated below or such other
address as may be given in a notice sent to the other parties hereto in
accordance with this Section XI. Such communication shall be effectively
delivered or received on the date on which delivered or on the date acknowledged
to have been received in return receipt.
B. Client hereby acknowledges receipt of INVESCO's Form ADV, Part II
pursuant to Rule 204-3 under the Investment Advisers Act of 1940. INVESCO
annually shall deliver, or offer in writing to deliver, upon written request of
the Client and without charge, Form ADV, Part II.
XII. INDEMNIFICATION. The Client shall indemnify and hold harmless INVESCO
as Investment Manager, from and against any and all claims, losses, costs,
expenses (including, without limitation, attorneys' fees and court costs),
damages, actions or causes of action arising from, on account of or in
connection with the performance by INVESCO of its duties as Investment Manager
hereunder, on account of taking, or in good faith failing to take, any actions
in accordance with any instructions communicated to the Investment Manager.
INVESCO shall not be held responsible for breach of duty other than such of the
foregoing arising from, on account of or in connection with the bad faith,
negligence, malfeasance, or breach of trust of INVESCO. The federal and state
securities laws impose liabilities under certain circumstances on persons who
act in good faith; nothing in this Agreement shall constitute a waiver or
limitation of any rights which the Client may have under applicable federal and
state securities laws.
XIII. GOVERNING LAW. The validity, construction and operation of this
Agreement shall be governed by the laws of the State of Georgia, except where
preempted by the provisions of federal law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their officers or agents thereunto duly authorized as of
the day and year first above written.
CLIENT:
ATTEST: By:
Title:
Title
(SEAL) Address
INVESCO Capital Management, Inc.
ATTEST: By:
Title:
Title 0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
(SEAL) Address
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EXHIBIT A
DESCRIPTION OF ANY RESTRICTION TO SECTION II(A)(1)
None
Initials
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Date: ____________
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EXHIBIT B
COMPENSATION
In accordance with Section II (D) the fee to be paid to INVESCO shall be
computed as follows:
The greater of $50,000 or the published standard fee schedule shown below:
.75 of 1% on the first $10,000,000
.50 of 1% on the next $10,000,000
.20 of 1% thereafter
The fee provided above is the annual fee charged by INVESCO Capital Management
for investment management services. Fees are based on the market value of the
assets under management at the end of each calendar or fiscal quarter and are
charged in arrears. The quarterly fee is calculated by applying the annual rate
above to the total market value of the assets and then taking one-quarter of the
total as the quarterly fee. The fee payable to INVESCO may be revised from time
to time but no increase in fees shall be effective until 90 days after notice to
the Client.
Initials
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Date: ____________
