EXHIBIT 99.B5
INVESTMENT ADVISORY AGREEMENT
BETWEEN
AMERICAN NATIONAL INCOME FUND, INC. AND
SECURITIES MANAGEMENT AND RESEARCH, INC.
THIS AGREEMENT made and entered into this 30th day of November, 1989, by
and between AMERICAN NATIONAL INCOME FUND, INC. a MARYLAND Corporation
(hereinafter referred to as the "Fund"), and SECURITIES MANAGEMENT AND RESEARCH,
INC., a Florida Corporation (hereinafter referred to as the "Adviser").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
FIRST: Adviser shall act as investment adviser for the Fund and shall, in
such capacity, supervise the investment and reinvestment of the cash, securities
and other properties comprising the assets of the Fund, subject at all times to
the policies and approval of the Board of Directors of the Fund. Adviser shall
give the Fund the benefit of its best judgement and efforts in rendering its
services as investment adviser.
SECOND: In carrying out its obligations under paragraph FIRST hereof,
Adviser 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 the
portfolio of the Fund, and whether concerning the individual companies
whose securities are included in the Fund's portfolio, or the
industries in which they engage, or with respect to securities which
the Adviser considers desirable for inclusion in the Fund's portfolio.
(2) Determine what industries and companies shall be represented in the
Fund's portfolio and regularly report them to the Board of Directors
of the Fund.
(3) Formulate and implement programs for the purchases and sales of the
securities of such companies and regularly report thereon to the Board
of Directors of the Fund.
(4) Take, on behalf of the Fund, all actions which appear to the Adviser
necessary to carry into effect such purchase and sale programs, and
supervisory functions including the placing of orders for the purchase
and sale of portfolio securities.
THIRD: As its sole compensation for the services supplied to the Fund
hereunder, the Fund shall pay to the Adviser an investment advisory fee computed
by applying to the average daily net asset value of the Fund each month one-
twelfth (1/12th) of each of the annual rate as set forth below:
On the Portion of the Fund's Investment Advisory Fee
Average Daily Net Assets Annual Rate
---------------------------- -----------------------
Not exceeding $100,000,000 .750 of 1%
Exceeding $100,000,000 but
not exceeding $200,000,000 .625 of 1%
Exceeding $200,000,000 but
not exceeding $300,000,000 .500 of 1%
Exceeding $300,000,000 .400 of 1%
The "average daily net asset value" of the Fund for a particular
period shall be determined by adding the net asset values as regularly
computed by the Fund each day during such period and dividing the resulting
total by the number of days during such period.
The investment advisory fee for each month shall each be payable as
soon as practicable after the last business day of such month.
FOURTH: Any investment program undertaken by the Adviser pursuant to this
Agreement, as well as any other activities undertaken by the Adviser on behalf
of the Fund pursuant thereto, shall at all times be subject to any directives of
the Board of Directors of the Fund, the Executive Committee of said Board, any
other Committee or Committees of the Fund acting pursuant to authority of the
Board, or any officer of the Fund acting pursuant to authority of the Board, or
any officers of the Fund acting pursuant to like authority.
FIFTH: In carrying out its obligations under this Agreement, Adviser shall
at all times conform to:
(1) All applicable provisions of the Investment Company Act of 1940, as
amended, and any rules and regulations adopted thereunder;
(2) The provisions of the Articles of Incorporation of the Fund as amended
from time to time;
(3) The provisions of the By-Laws of the Fund as amended from time to
time;
(4) The provisions of the registration statements of the Fund under the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended from time to time;
(5) Any other applicable provisions of state or federal laws.
In connection with purchases or sales of portfolio securities for the
account of the Fund neither the Adviser nor any officer or director of the
Adviser shall act as a principal or receive any commission other than its
compensation provided for in paragraph THIRD hereof.
SIXTH: The Adviser shall not be liable for any error of judgement or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its duties or from reckless disregard by the Adviser of its
obligations and duties under this Agreement.
SEVENTH: This Agreement shall become effective on the date set forth above
and shall continue in effect until August 15, 1990. Thereafter, this Agreement
will continue in effect for additional one year periods only so long as such
continuance is specifically approved at least annually by the Board of Directors
or by vote of a majority of the outstanding voting securities of the Fund, and
in either case by the specific approval of a majority of the directors who are
not parties to such contract or agreement, or "interested" persons of any such
parties, cast in person at a meeting called for the purpose of voting on such
approval, the term "interested" persons for this purpose having the meaning
defined in Section 2 (a)(19) of the Investment Company Act of 1940, as amended.
EIGHTH: This Agreement may be terminated at any time, without the payment
of any penalty, by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the outstanding voting securities of the Fund, or by
the Adviser, on sixty (60) days' written notice to the other party.
NINTH: 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.
TENTH: Any notice under this Agreement shall be in writing addressed and
delivered or mailed postage paid to the other party, at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Fund and that of the
Adviser for this purpose shall be ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
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ELEVENTH: No amendment to this Agreement shall be effective until approved
by vote of the holders of a majority of the outstanding shares of the Fund as
defined in the Investment Company Act of 1940.
TWELFTH: This Investment Advisory Agreement is separate and distinct from,
and neither affects nor is affected by, the Underwriting Agreement to be entered
into between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate on the day and year first above written.
AMERICAN NATIONAL INCOME FUND, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
SECURITIES MANAGEMENT AND RESEARCH, INC.
By: ▇▇▇ ▇. ▇▇▇▇, ▇▇.
▇▇▇ ▇. ▇▇▇▇, ▇▇.
Senior Vice President
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