EX-23.B5
INVESTMENT MANAGEMENT AGREEMENT
AMENDED AND RESTATED
AGREEMENT BETWEEN
DODGE & XXX STOCK FUND
AND DODGE & XXX, A CORPORATION,
COVERING EMPLOYMENT OF DODGE & XXX
AS MANAGER AND INVESTMENT ADVISER
THIS AMENDED AND RESTATED AGREEMENT, made this 2nd day of December, 1996,
between DODGE & XXX STOCK FUND, a corporation, herein referred to as the "Fund",
and DODGE & XXX, a corporation, herein referred to as "Manager",
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Manager and Fund do hereby mutually agree to amend and restate the agreement
dated January 22, 1965, as amended March 1, 1972, (the "Agreement") to read
effective April 1, 1997 as follows:
1. Said Dodge & Xxx, a corporation, is hereby employed as Manager and
Investment Adviser of said Dodge & Xxx Stock Fund for a period commencing with
the date hereof and continuing until terminated as herein provided.
2. Dodge & Xxx hereby accepts employment as Manager and Investment Adviser
and in such capacity shall supervise the operations of the Fund and direct the
investment and reinvestment of its assets in conformity with the investment
policies of the Fund as from time to time in effect, subject at all times to the
instructions and supervision of the board of directors of the Fund.
3. The Manager shall provide all executive personnel and expenses thereof,
office space, and shall bear and pay such other expenses of the Fund as the
Manager may be required to bear and pay pursuant to the provisions of the
Investment Company Act of 1940 and all other applicable statutes.
4. The Manager shall receive as and for its entire compensation as Manager
and Investment Adviser a monthly fee at the annual rate of 0.50% of the Fund's
average daily net asset value, payable at the end of each calendar month.
5. It is further provided, however, that the Manager agrees to waive its
rights to compensation under this Agreement, for any calendar year, to the
extent that such compensation as set out above plus all other expenses of the
Fund exceeds three-fourths of one per cent ( 3/4 of 1%) of the average daily net
asset value of the Fund.
6. This Agreement, pursuant to the provisions of the Investment Company Act
of 1940, shall continue in effect for a period of more than two years from the
date hereof, only so long as such continuance is approved at least annually (i)
by a majority of the board of directors
of the Fund or by vote of a majority of the outstanding shares of the Fund, and
(ii) by vote of a majority of the directors who are not parties to such
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and under the provisions of
said Act may be terminated at any time by the Fund without payment of any
penalty or damages by vote of a majority of the directors or by a vote of a
majority of the shares of said Fund, but in either of such latter events the
Fund must give the Manager sixty (60) days written notice of the termination of
this Agreement. The Manager and Investment Adviser may terminate this agreement
without penalty on 60 days written notice to the Fund.
7. Should there be an assignment of this agreement, this agreement shall
automatically terminate. The term "assignment" shall have the meaning
prescribed to said term by Section 2(a)(4) of the Investment Company Act of
1940.
8. This agreement shall not become effective until it has been approved by a
vote of those persons owning a majority of the issued and outstanding shares of
said Fund.
IN WITNESS WHEREOF, the parties hereto have executed these presents the day
and year first above written.
DODGE & XXX STOCK FUND
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, President
DODGE & XXX
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chairman and
Chief Executive Officer
