Exhibit 10.19
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT, made this ____ day of ___________, 2000, by and between
___________________________________ (hereinafter called "Fund"), and XXXXXXX &
XXXX INVESTMENT MANAGEMENT COMPANY (hereinafter called "WRIMCO"),
WITNESSETH:
In consideration of the mutual promises and agreements herein contained and
other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
I. IN GENERAL
WRIMCO agrees to act as investment adviser to Fund with respect to the
investment of its assets and in general to supervise the investments of Fund,
subject at all times to the direction and control of the Board of Directors of
Fund, all as more fully set forth herein.
II. DUTIES OF WRIMCO WITH RESPECT TO INVESTMENT OF ASSETS OF FUND
A. WRIMCO shall regularly provide investment advice to Fund and shall,
subject to the succeeding provisions of this section, continuously supervise the
investment and reinvestment of cash, securities or other property comprising the
assets of the investment portfolios of Fund; and in furtherance thereof, WRIMCO
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 one or more of the
portfolios of Fund, and whether concerning the individual companies whose
securities are included in one or more of Fund's portfolios or the industries in
which they engage, or with respect to securities which WRIMCO considers
desirable for inclusion in one or more of Fund's portfolios;
2. furnish continuously an investment program for each of the
portfolios of Fund;
3. determine what securities shall be purchased or sold by
Fund;
4. take, on behalf of Fund, all actions which appear to WRIMCO
necessary to carry into effect such investment programs and supervisory
functions as aforesaid, including the placing of purchase and sale orders.
B. WRIMCO shall make appropriate and regular reports to the Board of
Directors of Fund on the actions it takes pursuant to Section II.A. above. Any
investment programs furnished by WRIMCO under this section, or any supervisory
function taken hereunder by WRIMCO shall at all times conform to and be in
accordance with any requirements imposed by:
1. the provisions of the Investment Company Act of 1940 and
any rules or regulations in force thereunder;
2. any other applicable provision of law;
3. the provisions of the Articles of Incorporation of Fund as
amended from time to time;
4. the provisions of the Bylaws of Fund as amended from time
to time;
5. the terms of the registration statement of Fund, as amended
from time to time, under the Securities Act of 1933 and the Investment Company
Act of 1940, including any supplements to the prospectus(es) and statement of
additional information contained in such registration statement.
C. Any investment programs furnished by WRIMCO under this section or
any supervisory functions taken hereunder by WRIMCO shall at all times be
subject to any directions of the Board of Directors of Fund, its Executive
Committee, or any committee or officer of Fund acting pursuant to authority
given by the Board of Directors.
III. ALLOCATION OF EXPENSES
The expenses of Fund and the expenses of WRIMCO in performing its
functions under this Agreement shall be divided into two classes, to wit: (i)
those expenses which will be paid in full by WRIMCO as set forth in subparagraph
"A" hereof, and (ii) those expenses which will be paid in full by Fund, as set
forth in subparagraph "B" hereof.
A. With respect to the duties of WRIMCO under Section II above, it
shall pay in full, except as to the brokerage and research services acquired
through the allocation of commissions as provided in Section IV hereinafter, for
(a) the salaries and employment benefits of all employees of WRIMCO who are
engaged in providing these advisory services; (b) adequate office space and
suitable office equipment for such employees; and (c) all telephone and
communications costs relating to such functions. In addition, WRIMCO shall pay
the fees and expenses of all directors of Fund who are affiliated with WRIMCO or
an affiliated corporation and the salaries and employment benefits of all
officers of Fund who are affiliated persons of WRIMCO.
B. Fund shall pay in full for all of its expenses which are not listed
above (other than those assumed by WRIMCO or one of its affiliates in its
capacity as principal underwriter of the shares of Fund, as Shareholder
Servicing Agent or as Accounting Services Agent for Fund), including (a) the
costs of preparing and printing prospectuses and reports to shareholders of
Fund, including mailing costs; (b) the costs of printing all proxy statements
and all other costs and expenses of meetings of shareholders of Fund (unless
Fund and WRIMCO shall otherwise agree); (c) interest, taxes, brokerage
commissions and premiums on fidelity and other insurance; (d) audit fees and
expenses of independent accountants and legal fees and expenses of attorneys,
but not of attorneys who are employees of WRIMCO or an affiliated company; (e)
fees and expenses of its directors not affiliated with Waddell &
2
Xxxx, Inc.; (f) custodian fees and expenses; (g) fees payable by Fund under
the Securities Act of 1933, the Investment Company Act of 1940, and the
securities or "Blue-Sky" laws of any jurisdiction; (h) fees and assessments
of the Investment Company Institute or any successor organization; (i) such
nonrecurring or extraordinary expenses as may arise, including litigation
affecting Fund, and any indemnification by Fund of its officers, directors,
employees and agents with respect thereto; (j) the costs and expenses
provided for in any Shareholder Servicing Agreement or Accounting Services
Agreement, including amendments thereto, contemplated by subsection C of this
Section III. In the event that any of the foregoing shall, in the first
instance, be paid by WRIMCO, Fund shall pay the same to WRIMCO on
presentation of a statement with respect thereto.
C. WRIMCO, or an affiliate of WRIMCO, may also act as (i) transfer
agent or shareholder servicing agent of Fund and/or as (ii) accounting services
agent of Fund if at the time in question there is a separate agreement,
"Shareholder Servicing Agreement" and/or "Accounting Services Agreement,"
covering such functions between Fund and WRIMCO, or such affiliate. The entity,
whether WRIMCO, or its affiliate, which is the party to either such Agreement
with Fund is referred to as the "Agent." Each such Agreement shall provide in
substance that it shall go into effect, or be amended, or a new agreement
covering the same topics between Fund and the Agent may be entered into, only if
the terms of such Agreement, such amendment or such new agreement have been
approved by the Board of Directors of Fund, including the vote of a majority of
the directors who are not "interested persons" as defined in the Investment
Company Act of 1940, of either party to the Agreement, such amendment or such
new agreement (considering WRIMCO to be such a party even if at the time in
question the Agent is an affiliate of WRIMCO), cast in person at a meeting
called for the purpose of voting on such approval. Such a vote is referred to as
a "disinterested director" vote. Each such Agreement shall also provide in
substance for its continuance, unless terminated, for a specified period which
shall not exceed two years from the date of its execution and from year to year
thereafter only if such continuance is specifically approved at least annually
by a disinterested director vote, and that any disinterested director vote shall
include a determination that (i) the Agreement, amendment, new agreement or
continuance in question is in the best interests of Fund and its shareholders;
(ii) the services to be performed under the Agreement, the Agreement as amended,
new agreement or agreement to be continued are services required for the
operation of Fund; (iii) the Agent can provide services the nature and quality
of which are at least equal to those provided by others offering the same or
similar services; and (iv) the fees for such services are fair and reasonable in
light of the usual and customary charges made by others for services of the same
nature and quality. Any such Agreement may also provide in substance that any
disinterested director vote may be conditioned on the favorable vote of the
holders of a majority (as defined in or under the Investment Company Act of
1940) of the outstanding shares of each class or series of Fund. Any such
Agreement shall also provide in substance that it may be terminated by the Agent
at any time without penalty upon giving Fund one hundred twenty (120) days'
written notice (which notice may be waived by Fund) and may be terminated by
Fund at any time without penalty upon giving the Agent sixty (60) days' written
notice (which notice may be waived by the Agent), provided that such termination
by Fund shall be directed or approved by the vote of a majority of the Board of
Directors of Fund in office at the time or by the vote of the holders of a
majority (as defined in or under the Investment Company Act of 1940) of the
outstanding shares of each class or series of Fund.
3
IV. BROKERAGE
A. WRIMCO may select brokers to effect the portfolio transactions of
Fund on the basis of its estimate of their ability to obtain, for reasonable and
competitive commissions, the best execution of particular and related portfolio
transactions. For this purpose, "best execution" means prompt and reliable
execution at the most favorable price obtainable. Such brokers may be selected
on the basis of all relevant factors including the execution capabilities
required by the transaction or transactions, the importance of speed,
efficiency, or confidentiality, and the willingness of the broker to provide
useful or desirable investment research and/or special execution services.
WRIMCO shall have no duty to seek advance competitive commission bids and may
select brokers based solely on its current knowledge of prevailing commission
rates.
B. Subject to the foregoing, WRIMCO shall have discretion, in the
interest of Fund, to direct the execution of its portfolio transactions to
brokers who provide brokerage and/or research services (as such services are
defined in Section 28(e) of the Securities Exchange Act of 1934) for Fund and/or
other accounts for which WRIMCO exercises "investment discretion" (as that term
is defined in Section 3(a)(35) of the Securities Exchange Act of 1934); and in
connection with such transactions, to pay commission in excess of the amount
another adequately qualified broker would have charged if WRIMCO determines, in
good faith, that such commission is reasonable in relation to the value of the
brokerage and/or research services provided by such broker, viewed in terms of
either that particular transaction or the overall responsibilities of WRIMCO
with respect to the accounts for which it exercises investment discretion. In
reaching such determination, WRIMCO will not be required to attempt to place a
specified dollar amount on the brokerage and/or research services provided by
such broker; provided that WRIMCO shall be prepared to demonstrate that such
determinations were made in good faith, and that all commissions paid by Fund
over a representative period selected by its Board of Directors were reasonable
in relation to the benefits to Fund.
C. Subject to the foregoing provisions of this Paragraph "IV," WRIMCO
may also consider sales of Fund's shares and shares of investment companies
distributed by Xxxxxxx & Xxxx, Inc. or one of its affiliates, and portfolio
valuation or pricing services as a factor in the selection of brokers to execute
brokerage and principal portfolio transactions.
V. COMPENSATION OF WRIMCO
A. As compensation in full for services rendered and for the facilities
and personnel furnished under sections I, II, and IV of this Agreement, Fund
will pay to WRIMCO for each day the fee specified in Exhibit A hereto.
B. The amounts payable to WRIMCO shall be determined as of the close of
business each day; shall, except as set forth below, be based upon the value of
net assets computed in accordance with the Articles of Incorporation of Fund;
and shall be paid in arrears whenever requested by WRIMCO. In computing the
value of the net assets of Fund, there shall be excluded the amount owed to Fund
with respect to shares which have been sold but not yet paid to Fund by Xxxxxxx
& Xxxx, Inc.
4
VI. UNDERTAKINGS OF WRIMCO; LIABILITIES
A. WRIMCO shall give to Fund the benefit of its best judgment, efforts
and facilities in rendering advisory services hereunder.
B. WRIMCO shall at all times be guided by and be subject to Fund's
investment policies, the provisions of its Articles of Incorporation and Bylaws
as each shall from time to time be amended, and to the decision and
determination of Fund's Board of Directors.
C. This Agreement shall be performed in accordance with the
requirements of the Investment Company Act of 1940, the Investment Advisers Act
of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934, to
the extent that the subject matter of this Agreement is within the purview of
such Acts. Insofar as applicable to WRIMCO, as an investment adviser and
affiliated person of Fund, WRIMCO shall comply with the provisions of the
Investment Company Act of 1940, the Investment Advisers Act of 1940 and the
respective rules and regulations of the Securities and Exchange Commission
thereunder.
D. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of WRIMCO,
it shall not be subject to liability to Fund or to any stockholder of Fund for
any act or omission in the course of or connected with rendering services
thereunder or for any losses that may be sustained in the purchase, holding or
sale of any security.
VII. DURATION OF THIS AGREEMENT
This Agreement shall become effective at the start of business on the
date hereof and shall continue in effect, unless terminated as hereinafter
provided, for a period of one year and from year-to-year thereafter only if such
continuance is specifically approved at least annually by the Board of
Directors, including the vote of a majority of the directors who are not parties
to this Agreement or "interested persons" (as defined in the Investment Company
Act of 1940) of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or by the vote of the holders of a majority
(as so defined) of the outstanding voting securities of a series of Fund with
respect to that series and by the vote of a majority of the directors who are
not parties to this Agreement or "interested persons" (as so defined) of any
such party, cast in person at a meeting called for the purpose of voting on such
approval.
VIII. TERMINATION
This Agreement may be terminated by WRIMCO at any time without penalty
upon giving Fund one hundred twenty (120) days written notice (which notice may
be waived by Fund) and may be terminated by Fund at any time without penalty
upon giving WRIMCO sixty (60) days written notice (which notice may be waived by
WRIMCO), provided that such termination by Fund shall be directed or approved by
the vote of a majority of the Board of Directors of Fund in office at the time
or by the vote of a majority (as defined in the Investment Company Act of 1940)
of the outstanding voting securities of Fund. 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 and the rules and regulations thereunder.
5
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to
be executed by their duly authorized officers and their corporate seal to be
hereunto affixed, all as of the day and year first above written.
(Seal)
------------------------------
(name of Fund)
By:
--------------------------
Name, Title
ATTEST:
By:
----------------------------------
Name, Title
(Seal) XXXXXXX & XXXX INVESTMENT
MANAGEMENT COMPANY
By:
--------------------------
Name, Title
ATTEST:
By:
----------------------------------
Name, Title
6
EXHIBIT A TO INVESTMENT MANAGEMENT AGREEMENT
FEE SCHEDULES*
FOR EACH OF THE FUNDS IN THE FUND COMPLEX
XXXXXXX & XXXX ADVISORS ASSET STRATEGY FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.70% of net assets
Over $1 billion and up to $2 billion 0.65% of net assets
Over $2 billion and up to $3 billion 0.60% of net assets
Over $3 billion 0.55% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS CASH MANAGEMENT, INC.
A cash fee computed each day on net asset value for the Fund at the annual rate
of 0.40% of net assets.
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS CONTINENTAL INCOME FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.70% of net assets
Over $1 billion and up to $2 billion 0.65% of net assets
Over $2 billion and up to $3 billion 0.60% of net assets
Over $3 billion 0.55% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS FUNDS, INC.
7
A cash fee computed each day on net asset value for each Fund at the annual
rates listed below:
ACCUMULATIVE FUND
Net Assets Fee
---------- ---
Up to $1 billion 0.70% of net assets
Over $1 billion and up to $2 billion 0.65% of net assets
Over $2 billion and up to $3 billion 0.60% of net assets
Over $3 billion 0.55% of net assets
CORE INVESTMENT FUND
Net Assets Fee
---------- ---
Up to $1 billion 0.70% of net assets
Over $1 billion and up to $2 billion 0.65% of net assets
Over $2 billion and up to $3 billion 0.60% of net assets
Over $3 billion up to $6 billion 0.55% of net assets
Over $6 billion 0.50%
BOND FUND
Net Assets Fee
---------- ---
Up to $500 million 0.525% of net assets
Over $500 million and up to $1 billion 0.50% of net assets
Over $1 billion and up to $1.5 billion 0.45% of net assets
Over $1.5 billion 0.40% of net assets
8
SCIENCE AND TECHNOLOGY FUND
Net Assets Fee
---------- ---
Up to $1 billion 0.85% of net assets
Over $1 billion and up to $2 billion 0.83% of net assets
Over $2 billion and up to $3 billion 0.80% of net assets
Over $3 billion 0.76% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS GLOBAL BOND FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $500 million 0.625% of net assets
Over $500 million and up to $1 billion 0.60% of net assets
Over $1 billion and up to $1.5 billion 0.55% of net assets
Over $1.5 billion 0.50% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS GOVERNMENT SECURITIES FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $500 million 0.50% of net assets
Over $500 million and up to $1 billion 0.45% of net assets
Over $1 billion and up to $1.5 billion 0.40% of net assets
Over $1.5 billion 0.35% of net assets
As Amended and Effective June 30, 1999.
9
XXXXXXX & XXXX ADVISORS HIGH INCOME FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $500 million 0.625% of net assets
Over $500 million and up to $1 billion 0.60% of net assets
Over $1 billion and up to $1.5 billion 0.55% of net assets
Over $1.5 billion 0.50% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS INTERNATIONAL GROWTH FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.85% of net assets
Over $1 billion and up to $2 billion 0.83% of net assets
Over $2 billion and up to $3 billion 0.80% of net assets
Over $3 billion 0.76% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS MUNICIPAL BOND FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $500 million 0.525% of net assets
Over $500 million and up to $1 billion 0.50% of net assets
Over $1 billion and up to $1.5 billion 0.45% of net assets
Over $1.5 billion 0.40% of net assets
10
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS MUNICIPAL HIGH INCOME FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $500 million 0.525% of net assets
Over $500 million and up to $1 billion 0.50% of net assets
Over $1 billion and up to $1.5 billion 0.45% of net assets
Over $1.5 billion 0.40% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS MUNICIPAL MONEY MARKET FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rate
of 0.40% of net assets.
Effective November 15, 2000.
XXXXXXX & XXXX ADVISORS NEW CONCEPTS FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.85% of net assets
Over $1 billion and up to $2 billion 0.83% of net assets
Over $2 billion and up to $3 billion 0.80% of net assets
Over $3 billion 0.76% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS RETIREMENT SHARES, INC.
11
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.70% of net assets
Over $1 billion and up to $2 billion 0.65% of net assets
Over $2 billion and up to $3 billion 0.60% of net assets
Over $3 billion 0.55% of net assets
As Amended and Effective June 30, 1999.
XXXXXXX & XXXX ADVISORS SMALL CAP FUND, INC.
A cash fee computed each day on the net assets of the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.85% of net assets
Over $1 billion and up to $2 billion 0.83% of net assets
Over $2 billion and up to $3 billion 0.80% of net assets
Over $3 billion 0.76% of net assets
Effective August 18, 1999.
XXXXXXX & XXXX ADVISORS TAX-MANAGED EQUITY FUND, INC.
A cash fee computed each day on the net assets of the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.65% of net assets
Over $1 billion and up to $2 billion 0.60% of net assets
Over $2 billion and up to $3 billion 0.55% of net assets
Over $3 billion 0.50% of net assets
Effective February 25, 2000.
12
XXXXXXX & XXXX ADVISORS VALUE FUND, INC.
A cash fee computed each day on the net assets of the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.70% of net assets
Over $1 billion and up to $2 billion 0.65% of net assets
Over $2 billion and up to $3 billion 0.60% of net assets
Over $3 billion 0.55% of net assets
Effective November 15, 2000.
XXXXXXX & XXXX ADVISORS VANGUARD FUND, INC.
A cash fee computed each day on net asset value for the Fund at the annual rates
listed below:
Net Assets Fee
---------- ---
Up to $1 billion 0.70% of net assets
Over $1 billion and up to $2 billion 0.65% of net assets
Over $2 billion and up to $3 billion 0.60% of net assets
Over $3 billion 0.55% of net assets
As Amended and Effective June 30, 1999.
*If the Fund's net assets are less than $25 million, Xxxxxxx & Xxxx Investment
Management Company has agreed to waive the management fee, subject to its
right to change or modify this waiver.
13
