Exhibit 99.2(g)
INVESTMENT ADVISORY AGREEMENT
ADVISORY AGREEMENT
ZENIX INCOME FUND INC.
July 30, 0000
Xxxxxxxxx Xxxxxx Advisors
Division of Mutual Management Corp.
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Zenix Income Fund Inc. (the "Company"), a corporation organized under the
laws of the state of Maryland, confirms its agreement with the Greenwich Street
Advisors Division of the Mutual Management Corp. (the "Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the investment objective(s),
policies and limitations specified in its Articles of Incorporation, as amended
from time to time (the "Charter") and in the prospectus (the "Prospectus") filed
with the Securities and Exchange Commission as part of the Company's
Registration Statement on Form N-2, as amended from time to time, and in the
manner and to the extent as may from time to time be approved by the Board of
Directors of the Company ("Board"). Copies of the Prospectus and the Charter
have been or will be submitted to the Adviser. The Company agrees to provide
copies of all amendments to the Prospectus and the Charter to the Adviser on an
on-going basis. The Company desires to employ and hereby appoints the Adviser
to act as the investment adviser to the Company. The Adviser accepts the
appointment and agrees to furnish the services for the compensation set forth
below.
2. Services as Investment Adviser
Subject to the supervision, direction and approval of the Board of the
Company, the Adviser will (a) manage the Company's holdings in accordance with
the Company's investment objective(s) and policies as stated in the Charter and
the Prospectus; (b) make investment decisions for the Company; (c) place
purchase and sale orders for portfolio transactions for the Company; and (d)
employ professional portfolio managers and securities analysts who provide
research services to the Company. In providing those services, the Adviser will
conduct a continual program of investment, evaluation and, if appropriate, sale
and reinvestment of the Company's assets.
3. Brokerage
In selecting brokers or dealers to execute transactions on behalf of the
Company, the Adviser will seek the best overall terms available. In assessing
the best overall terms available for any transaction, the Adviser will consider
factors it deems relevant, including, but not limited to,
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and on a
continuing basis. In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms available, the Adviser is
authorized to consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934), provided to
the Company and/or other accounts over which the Adviser or its affiliates
exercise investment discretion.
4. Information Provided to the Company
The Adviser will keep the Company informed of developments materially
affecting the Company's holdings, and will, on its own initiative, furnish the
Company from time to time with whatever information the Adviser believes is
appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the services
listed in paragraphs 2 and 3 above. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Company in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Adviser against any liability to the Company or to its Shareholders to which the
Adviser would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or by reason of
the Adviser's reckless disregard of its obligations and duties under this
Agreement.
6. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Company will pay the Adviser on the first business day of each month a fee for
the previous month at the annual rate of .50 of 1.00% of the Company's average
daily net assets. The fee for the period from the Effective Date (defined
below) of the Agreement to the end of the month during which the Effective Date
occurs shall be prorated according to the proportion that such period bears to
the full monthly period. Upon any termination of this Agreement before the end
of a month, the fee for such part of that month shall be prorated according to
the proportion that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to the Adviser, the value of the Company's net assets
shall be computed at the times and in the manner specified in the Prospectus.
7. Expenses
The Adviser will bear all expenses in connection with the performance of
its services under this Agreement. The Company will bear certain other expenses
to be incurred in its operation, including, but not limited to, investment
advisory and administration fees; fees for necessary professional and brokerage
services; fees for any pricing service; the costs of regulatory compliance; and
costs associated with maintaining the Company's legal existence and shareholder
relations.
-2-
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the Company (including fees
pursuant to this Agreement and the Company's administration agreements, but
excluding interest, taxes, brokerage and extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over the Company, the
Adviser will reduce its fee to the Company by the proportion of such excess
expense equal to the proportion that its fee thereunder bears to the aggregate
of fees paid by the Company for investment advice and administration in that
year, to the extent required by state law. A fee reduction pursuant to this
paragraph 8, if any, will be estimated, reconciled and paid on a monthly basis.
9. Services to Other Companies or Accounts
The Company understands that the Adviser now acts, will continue to act and
may act in the future as investment adviser to fiduciary and other managed
accounts, and as investment adviser to other investment companies, and the
Company has no objection to the Adviser's so acting, provided that whenever the
Company and one or more other investment companies advised by the Adviser have
available funds for investment, investments suitable and appropriate for each
will be allocated in accordance with a formula believed to be equitable to each
company. The Company recognizes that in some cases this procedure may adversely
affect the size of the position obtainable for the Company. In addition, the
Company understands that the persons employed by the Adviser to assist in the
performance of the Adviser's duties under this Agreement will not devote their
full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of the Adviser or any affiliate of the
Adviser to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective as of the "Closing Date" as that term
is defined in that certain Asset Purchase Agreement executed among Xxxxx Xxxxxx,
Xxxxxx Xxxxx & Co. Incorporated, Primerica Corporation and Shearson Xxxxxx
Brothers Inc., dated March 12, 1993 (the "Effective Date") and shall continue
for an initial two-year term and shall continue thereafter so long as such
continuance is specifically approved at least annually by (i) the Board of the
Company or (ii) a vote of a "majority" (as that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Company's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board who are not "interested persons" (as
defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
is terminable, without penalty, on 60 days' written notice, by the Board of the
Company or by vote of holders of a majority of the Company's shares, or upon 90
days' written notice, by the Adviser. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act and the
rules thereunder).
-3-
If the foregoing is in accordance with your understanding, kindly indicate
your acceptance of this Agreement by signing and returning the enclosed copy of
this Agreement.
Very truly yours,
ZENIX INCOME FUND INC.
By: /s/ Xxxxx X. XxXxxxxx
----------------------
Name:
Title:
Accepted:
THE GREENWICH STREET ADVISORS
DIVISION OF MUTUAL MANAGEMENT CORP.
By: /s/ Xxxxxxxxx X. Xxxxx
-----------------------
Name:
Title:
-4-
TRANSFER AND ASSUMPTION OF
INVESTMENT ADVISORY AGREEMENT
for
ZENIX INCOME FUND INC.
TRANSFER AND ASSUMPTION OF INVESTMENT ADVISORY AGREEMENT, made as of the
31st day of December, 1994, by and among Zenix Income Fund Inc., a Maryland
corporation (the "Company"), Mutual Management Corp., a New York corporation
("MMC"), and Xxxxx Xxxxxx Mutual Funds Management Inc. ("SBMFM") a Delaware
corporation.
WHEREAS, the Company is registered with the Securities and Exchange
Commission as a closed-end management investment company under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Company, and MMC entered into an Investment Advisory Agreement
on July 30, 1993, under which MMC serves as the investment adviser (the
"Investment Adviser") for the Company; and
WHEREAS, MMC desires that its interest, rights, responsibilities and
obligations in and under the Investment Advisory Agreement be transferred to
SBMFM and SBMFM desires to assume MMC's interest, rights, responsibilities and
obligations in and under the Investment Advisory Agreement; and
WHEREAS, this Agreement does not result in a change of actual control or
management of the Investment Adviser to the Company and, therefore, is not an
"assignment" as defined in Section 2(a)(4) of the Act nor an "assignment" for
the purposes of Section 15(a)(4) of the Act.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:
1. Assignment. Effective as of December 31, 1994 (the "Effective Date"),
MMC hereby transfers to SBMFM all of MMC's interest, rights, responsibilities
and obligations in and under the Investment Advisory Agreement dated July 30,
1993, to which MMC is a party with the Company.
2. Assumption and Performance of Duties. As of the Effective Date, SBMFM
hereby accepts all of MMC's interest and rights, and assumes and agrees to
perform all of MMC's responsibilities and obligations in, and under the
Investment Advisory Agreement; SBMFM agrees to be subject to all of the terms
and conditions of said Agreement; and SBMFM shall indemnify and hold harmless
MMC from any claim or demand made thereunder arising or incurred after the
Effective Date.
3. Representation of SBMFM. SBMFM represents and warrants that: (1) it is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended; and (2) Xxxxx Xxxxxx Holdings Inc. is its sole shareholder.
4. Consent. The Company hereby consents to this transfer by MMC to SBMFM of
MMC's interest, rights, responsibilities and obligations in and under the
Investment Advisory, Agreement and to the acceptance and assumption by SBMFM of
the same. The Company agrees, subject to the terms and conditions of said
Agreement, to look solely to SBMFM for the performance of the Investment
Adviser's responsibilities and obligations under said Agreement from and after
the Effective Date, and to recognize as inuring solely to SBMFM the interest and
rights heretofore held by MMC thereunder.
5. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
-2-
IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be
executed by their duly authorized officers hereunto duly attested.
Attest:
/s/ Xxxxxxxxx X. Xxxxx By: /s/ Xxxxx X. XxXxxxxx
---------------------------------- -------------------------------
Secretary Zenix Income Fund Inc.
Attest:
/s/ Xxxxxxxxx X. Xxxxx By: /s/ Mutual Management Corp.
---------------------------------- --------------------------------
Secretary Mutual Management Corp.
Attest:
/s/ Xxxxxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx Mutual Funds Management Inc.
---------------------------------- ---------------------------------------------
Secretary Xxxxx Xxxxxx Mutual Funds
Management Inc.
-3-
