EXHIBIT d(4)
FORM OF
ADVISORY AGREEMENT
ADVISORY AGREEMENT, dated September 20, 2001, between Seix Funds, Inc., a
Maryland corporation (the "Fund"), and Seix Investment Advisors Inc., a New
Jersey corporation (the "Adviser").
In consideration of the mutual agreements herein made, the parties
hereto agree as follows:
1. ATTORNEY-IN-FACT. The Fund appoints the Adviser as its
attorney-in-fact to invest and reinvest the assets of the SEIX SHORT-TERM
PLUS FUND (the "Portfolio"), as fully as the Fund itself could do. The
Adviser hereby accepts this appointment.
2. DUTIES OF THE ADVISER. (a) The Adviser shall be responsible for
managing the investment assets of the Portfolio, including, without limitation,
providing investment research, advice and supervision, determining which
portfolio securities shall be purchased or sold by the Portfolio, purchasing and
selling securities on behalf of the Portfolio and determining how voting and
other rights with respect to portfolio securities of the Portfolio shall be
exercised, subject in each case to the control of the Board of Directors of the
Fund (the "Board") and in accordance with the objective, policies and principles
of the Portfolio set forth in the Registration Statement, as amended, of the
Fund, the requirements of the Investment Company Act of 1940, as amended, (the
"Act") and other applicable law. In performing such duties, the Adviser shall
provide such office space, and such executive and other personnel as shall be
necessary for the investment operations of the Portfolio. In managing the
Portfolio in accordance with the requirements set forth in this paragraph 2, the
Adviser shall be entitled to act upon advice of counsel to the Fund or counsel
to the Adviser.
(b) Subject to Section 36 of the Act, the Adviser shall not be liable
to the Fund for any error of judgment or mistake of law or for any loss arising
out of any investment or for any act or omission in the management of the
Portfolio and the performance of its duties under this Agreement except for
losses arising out of the Adviser's willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. It is agreed that
the Adviser shall have no responsibility or liability for the accuracy or
completeness of the Fund's Registration Statement under the Act and the
Securities Act of 1933 except for information about the Adviser contained in the
Prospectus included as part of such Registration Statement supplied by the
Adviser for inclusion therein. The Fund agrees to indemnify and hold the Adviser
harmless from and against all claims, losses, costs, damages and expenses,
including reasonable fees and expenses for counsel, incurred by it resulting
from any claim, demand, action or suit in connection with or arising out of any
action or omission by the Adviser in the performance of this Agreement except
for those claims, losses, costs, damages and expenses resulting from the
Adviser's willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(c) The Adviser and its officers may act and continue to act as
investment advisers and managers for others (including, without limitation,
other investment companies), and nothing in this Agreement will in any way be
deemed to restrict the right of the Adviser to perform investment management
or other services for any other person or entity, and the performance of such
services for others will not be deemed to violate or give rise to any duty or
obligation to the Fund.
(d) Except as provided in Section 5, nothing in this Agreement will
limit or restrict the Adviser or any of its officers, affiliates or employees
from buying, selling or trading in any securities for its or their own
account or accounts. The Fund acknowledges that the Adviser and its officers,
affiliates or employees, and its other clients may at any time have, acquire,
increase, decrease or dispose of positions in investments which are at the
same time being acquired or disposed of for the account of the Portfolio. The
Adviser will have no obligation to acquire for the Portfolio a position in
any investment which the Adviser, its officers, affiliates or employees may
acquire for its or their own accounts or for the account of another client,
if in the sole discretion of the Adviser, it is not feasible or desirable to
acquire a position in such investment for the account of the Portfolio,
provided that the Adviser shall have acted in good faith and in a manner
deemed equitable to the Portfolio. The Adviser represents that it has adopted
a code of ethics governing personal trading that complies in all material
respects with the recommendations contained in the Investment Company
Institute "Report of the Advisory Group on Personal Investing," dated May 9,
1994, and the Adviser agrees to furnish a copy of such code of ethics to the
Directors of the Fund.
(e) If the purchase or sale of securities consistent with the
investment policies of the Portfolio and one or more other clients serviced
by the Adviser is considered at or about the same time, transactions in such
securities will be allocated among the Portfolio and clients in a manner
deemed fair and reasonable by the Adviser. Although there is no specified
formula for allocating such transactions, the various allocation methods used
by the Adviser, and the results of such allocations, are subject to periodic
review by the Board.
3. EXPENSES. The Adviser shall pay all of its expenses arising from
the performance of its obligations under this Agreement. Except as provided
below, the Adviser shall not be required to pay any other expenses of the
Fund (including out-of-pocket expenses, but not including the Adviser's
overhead or employee costs), including without limitation, organization
expenses of the Fund; brokerage commissions; maintenance of books and records
which are required to be maintained by the Fund's custodian or other agents
of the Fund; telephone, telex, facsimile, postage and other communications
expenses; expenses relating to investor and public relations; freight,
insurance and other charges in connection with the shipment of the Fund's
portfolio securities; indemnification of Directors and officers of the Fund;
travel expenses (or an appropriate portion thereof) of Directors and officers
of the Fund to the extent that such expenses relate to attendance at meetings
of the Board of Directors of the Fund or any committee thereof or advisors
thereto held
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outside of the Adviser's offices; interest, fees and expenses of independent
attorneys, auditors, custodians, accounting agents, transfer agents, dividend
disbursing agents and registrars; payment for portfolio pricing or valuation
service to pricing agents, accountants, bankers and other specialists, if
any; taxes and government fees; cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase or
redemption of shares; expenses of registering and qualifying shares of the
Fund under Federal and state laws and regulations; expenses of printing and
distributing reports, notices, dividends and proxy materials to existing
stockholders; expenses of printing and filing reports and other documents
filed with governmental agencies, expenses of printing and distributing
prospectuses; expenses of annual and special stockholders' meetings; costs of
stationery, fees and expenses (specifically including travel expenses
relating to Fund business) of Directors of the Fund who are not employees of
the Adviser or its affiliates; membership dues in the Investment Company
Institute; insurance premiums and extraordinary expenses such as litigation
expenses.
4. COMPENSATION. (a) As compensation for the services performed and
the facilities and personnel provided by the Adviser pursuant to this
Agreement, the Fund will pay to the Adviser promptly at the end of each
calendar month, a fee, calculated on each day during such month, at an annual
rate of 0.10% of the Portfolio's average daily net assets. The Adviser shall
be entitled to receive during any month such interim payments of its fee
hereunder as the Adviser shall request, provided that no such payment shall
exceed 0.50% of the amount of such fee then accrued on the books of the
Portfolio and unpaid.
(b) If the Adviser shall serve hereunder for less than the whole of any
month, the fee payable hereunder shall be prorated.
(c) For purposes of this Section 4, the "average daily net assets" of the
Portfolio shall mean the average of the values placed on the Portfolio's net
assets on each day pursuant to the applicable provisions of the Fund's
Registration Statement, as amended.
5. PURCHASE AND SALE OF SECURITIES. The Adviser shall purchase
securities from or through and sell securities to or through such persons,
brokers or dealers as the Adviser shall deem appropriate in order to carry
out the policy with respect to the allocation of portfolio transactions as
set forth in the Registration Statement of the Fund, as amended, or as the
Board may direct from time to time. The Adviser will use its reasonable
efforts to execute all purchases and sales with dealers and banks on a best
net price basis. The Adviser will consider the full range and quality of
services offered by the executing broker or dealer when making these
determinations. Neither the Adviser nor any of its officers, affiliates or
employees will act as principal or receive any compensation from the
Portfolio in connection with the purchase or sale of investments for the
Portfolio other than the fee referred to in Paragraph 4 hereof.
6. TERM OF AGREEMENT. This Agreement shall continue in full force
and effect until two years from the date hereof, and will continue in effect
from year to year thereafter if such
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continuance is approved in the manner required by the Act, provided that this
Agreement is not otherwise terminated. The Adviser may terminate this
Agreement at any time, without the payment of any penalty, upon 60 days'
written notice to the Fund. The Fund may terminate this Agreement with
respect to the Portfolio at any time, without the payment of any penalty, on
60 days' written notice to the Adviser by vote of either the majority of the
non-interested members of the Board or a majority of the outstanding voting
securities (as defined in Section 2(a)(42) of the Act) of the Portfolio. This
Agreement will 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 Act).
7. CHANGES IN MEMBERSHIP. The Adviser is a corporation duly existing
under the laws of the State of New Jersey. In the event the Adviser changes
ownership, the Adviser shall notify the Fund of such change within a
reasonable time after the change.
8. NOTICES. Any notice or other communication authorized or
required hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notice shall be addressed to the Fund at
c/o Investors Bank & Trust Company, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000,
Attention: Ms. Xxxxxxx Surprise, Secretary; and to Seix Investment Advisors
Inc., 000 Xxxx Xxxxxxxxx, Xxxxxxxxx Xxxx, XX 00000, Attention: Xx. Xxxxxxxxx
Xxxx. Either party may designate a different address by notice to the other
party. Any such notice or other communication shall be deemed given when
actually received.
9. AMENDMENT. This Agreement may be amended by the parties hereto
with respect to the Portfolio only if such amendment is specifically approved
(i) by the Board of Directors of the Fund or by the vote of a majority of
outstanding shares of the Portfolio ("Shares"), and (ii) by the Director(s)
who are not interested persons (the term "non interested" for this purpose
having the meaning defined in section 2 (a) (19) of the Act) of the Fund
("Non-Interested Director(s)"), which vote must be cast in person at a
meeting called for the purpose of voting on such approval.
10. MISCELLANEOUS. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey. Anything
herein to the contrary notwithstanding, this Agreement shall not be construed
to require or to impose any duty upon either of the parties to do anything in
violation of any applicable laws or regulations.
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IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the date
first written above.
SEIX FUNDS, INC.
By: ___________________________
Xxxxx X. Xxxxxx, Vice President
SEIX INVESTMENT ADVISORS INC.
By: ___________________________
Xxxxxxxxx Xxxx, Chairman & CIO
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