MANAGEMENT AGREEMENT
between
SURVEYOR FUND, INC.
and
ALLIANCE CAPITAL MANAGEMENT L.P.
MANAGEMENT AGREEMENT, made this 21st day of April, 1988,
between SURVEYOR FUND, INC., a Maryland corporation (hereinafter
called the "Investment Corporation"), and ALLIANCE CAPITAL
MANAGEMENT L.P., a Delaware limited partnership (hereinafter
called the "Manager").
WHEREAS, the Investment Corporation has been organized
for the purpose of investing its funds in securities and desires
to avail itself of the experience, sources of information,
advice, assistance and facilities available to the Manager and to
have the Manager perform for it various management, statistical,
accounting and clerical services; and the Manager is willing to
furnish such advice, facilities and services on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed as follows:
1. The Investment Corporation hereby employs the
Manager to manage the investment and reinvestment of the assets
of the Investment Corporation and to administer its affairs,
subject to the overall supervision of the Board of Directors of
the Investment Corporation for the period and on the terms as set
forth herein. The Manager hereby accepts such employment and
agrees during such period, at its expense, to render the services
and to assume the obligations as set forth herein for the
compensation provided herein.
2. The Manager will recommend from time to time to the
Board of Directors or a committee thereof a general investment
program and, subject to the overall supervision of the Board of
Directors of the Investment Corporation, will manage the
investment and reinvestment of the assets of the Investment
Corporation. Such general investment program and the
implementation thereof will be in accordance with the policies
and restrictions set forth in the Investment Corporation's
Registration Statement under the Investment Company Act of 1940
and its Prospectus which is part of its Registration Statement
under the Securities Act of 1933, and such other policies as may
from time to time be adopted by the Board of Directors.
3. The Manager will administer the Investment
Corporation's corporate affairs, subject to the overall
supervision of the Board of Directors of the Investment
Corporation and, in connection therewith, shall furnish the
Investment Corporation with an office, and with ordinary clerical
and bookkeeping services at such office; and shall authorize and
permit any of its directors, officers and employees, who may be
elected as directors or officers of the Investment Corporation,
to serve in the capacities in which they are elected. All
services to be furnished by the Manager under this Agreement may
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be furnished through the medium of any such directors, officers
or employees of the Manager.
In connection with the administration of the corporate
affairs of the Investment Corporation, the Manager will bear all
of the following expenses:
(i) the salaries and expenses of all
personnel, except the fees and expenses of
directors who are not affiliated persons of the
Manager.
(ii) all expenses incurred by the Manager or
by the Investment Corporation in connection with
the management of the investment and reinvestment
of the assets of the Investment Corporation and in
the ordinary course of the administration of the
corporate affairs of the Investment Corporation,
other than those specifically assumed by the
Investment Corporation herein.
Except as otherwise expressly provided above, the Investment
Corporation assumes and will pay expenses of the Investment
Corporation, including without limitation:
(a) the fees and expenses of directors who are not
affiliated persons of the Manager,
(b) the fees and expenses of the custodian which
relate to (i) the custodial function and the
recordkeeping connected therewith, (ii) the providing of
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records to the Manager useful to the Manager in
connection with the Manager's obligation to maintain the
required accounting records of the Investment
Corporation, (iii) the pricing of the shares of the
Investment Corporation, and (iv) for mail orders, the
cashiering function in connection with the issuance and
redemption of the Investment Corporation's securities,
(c) the fees and expenses of the Investment
Corporation's transfer agent or shareholder servicing
agent, which may be the custodian, which relate to
(i) maintenance of each shareholder account, including
all transactions in that account from regular corporate
transactions or in accordance with various investment or
withdrawal plans provided by the Investment Corporation,
(ii) providing information with respect to dealers, if
any, who participated in the sale of Investment
Corporation shares, and (iii) providing information
necessary in computing the amount available for a
shareholder' privilege to purchase other funds managed
by the Manager or any of its affiliates,
(d) the charges and expenses of auditors,
(e) brokers, commissions and any issue or transfer
taxes chargeable to the Investment Corporation in
connection with its securities transactions,
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(f) all taxes and corporate fees payable by the
Investment Corporation to federal, state or other
governmental agencies,
(g) the allocated portion of the fees of any trade
association of which the Investment Corporation may be a
member,
(h) the cost of stock certificates representing
shares of the Investment Corporation,
(i) the fees and expenses involved in registering
and maintaining registrations of the Investment
Corporation and of its shares with the Securities and
Exchange Commission,
(j) all expenses of shareholders, and directors,
meetings and of preparing and printing reports to
shareholders in the amount necessary for distribution to
the shareholders, and
(k) the charges and expenses of legal counsel for
the Investment Corporation in connection with legal
matters relating to the Investment Corporation,
including without limitation, legal services rendered in
connection with the Investment Corporation's corporate
existence, corporate and financial structure and
relations with its shareholders, and registrations and
qualifications of securities under federal law, and
litigation.
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4. With respect to the Investment Corporation's
portfolio securities, the Manager shall purchase such securities
from or through and sell such securities to or through such
persons, brokers or dealers as it shall deem appropriate. In
placing orders for such purchases and sales which are being
placed with brokers and dealers in accordance with a policy of
seeking "best execution" of such orders, it is recognized that
the Manager may give consideration to the relationships of the
Manager or its parent with brokers or dealers and to research,
statistical and other services furnished by brokers or dealers to
the Manager or its parent for their use. No security
transactions shall be executed through any broker-dealer
affiliated with the Manager without the specific approval of a
majority of the directors of the Investment Corporation who are
not affiliated persons of the Manager.
Notwithstanding the above paragraph, it is understood
that it is desirable for the Manager to have access to
supplemental research and security and economic analysis provided
by brokers and of use to the Investment Corporation, even though
such access may require the allocation of brokerage business to
brokers who execute brokerage transactions at higher rates to the
Investment Corporation than may be available from other brokers
who are providing only execution service. Similarly, it is
important to the Investment Corporation for the Manager to have
good business relationships with broker-dealers who, in the
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Manager's judgment, are important block traders, or who have
special knowledge of potential buyers and sellers of substantial
blocks of, or who are important dealers in, securities which the
Investment Corporation may wish to buy or sell. Therefore, the
Manager is authorized to place orders for the purchase and sale
of the Investment Corporation's securities with such brokers,
subject to the review by the Board of Directors from time to time
with respect to the extent and continuation of this policy. It
is understood that the services provided by such brokers may also
be useful to the Manager or its parent in connection with service
to other clients.
The Board of Directors may authorize the payment by the
Investment Corporation of additional compensation to others for
consulting services, supplemental research and security and
economic analysis. Such authorization may be on the Board's own
initiative or based on recommendations by the Manager. The Board
may also determine to the extent permitted by generally accepted
accounting principles that such payments may be charged to
principal or income of the Investment Corporation as they deem
appropriate depending on the purpose of such charges and the
extent to which such services replace brokerage information which
was previously paid for by brokerage commissions.
5. No director, officer or employee of the Investment
Corporation shall receive from the Investment Corporation any
salary or other compensation as such director, officer or
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employee while he is at the same time a director, officer or
employee of the Manager. This paragraph shall not apply to
consultants and other persons who are not regular members of the
Manager's staff.
6. As compensation for the services performed and the
facilities furnished by the Manager, including the services of
any consultants retained by the Manager, the Investment
Corporation shall pay the Manager, as promptly as possible after
the last day of each month a fee, as per the following annual
rates, on the average daily net assets of the Investment
Corporation during the month.
Rate
Assets
0.75% First $100 million
0.65% Next $100 million
0.55% Above $200 million
The amount of the fee payable for each month shall be reduced by
the amount (if any) paid by the Investment Corporation for such
month as compensation to officers of the Investment Corporation.
If this Agreement becomes effective after the beginning
of such quarter or is terminated as of any date not the last day
of a month, such fee shall be paid as promptly as possible after
such date of termination, and shall be based on the average daily
net assets of the Investment Corporation in the period from the
beginning of such month to such date of termination and shall be
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that proportion of such daily net assets as the number of
business days in such period bears to the number of business days
in such month. The reduction in the fee for compensation paid to
officers shall be similarly prorated. The average daily net
assets of the Investment Corporation shall in all cases be based
only on business days and be computed as of the time for closing
of the New York Stock Exchange. Each such payment shall be
accompanied by a report of the Investment Corporation prepared
either by the Investment Corporation or by a reputable firm of
independent accountants which shall show the amount properly
payable to the Manager under this Agreement and the detailed
computation thereof. In the event that total expenses of the
Investment Corporation for any fiscal year, including the
Manager's compensation but excluding interest, taxes, brokerage
commissions and extraordinary expenses, should exceed the lowest
applicable annual expense limitation established pursuant to the
statutes or regulations of any jurisdiction in which shares of
the Investment Corporation are then qualified for offer and sale,
the compensation due the Manager shall be reduced by the amount
for such year of such excess.
7. The Manager assumes no responsibility under this
Agreement other than to render the services called for hereunder.
8. (a) Nothing in this Agreement shall limit or
restrict the right of any of your employees or any of the
Directors of Alliance Capital Management Corporation, general
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partner, who may also be a director, officer or employee of the
Investment Corporation to engage in any other business or to
devote his time and attention in part to the management or other
aspects of any business, whether of a similar nature or a
dissimilar nature, nor to limit or restrict the right of the
Manager to engage in any other business or to render services of
any kind to any other corporation, firm, individual or
association.
(b) You will notify us of any change in the
general partners of your partnership within a reasonable time
after such change.
9. As used in this Agreement, the terms "security" and
"net as sets", defined in Article Eighth of the Articles of
Incorporation of the Investment Corporation, shall have the
meanings ascribed to them therein; and the terms "assignment" and
"majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a) (4) and 2(a) (42),
respectively, of the Investment Company Act of 1940.
10. This Agreement shall terminate automatically in the
event of its assignment.
11. This Agreement may be terminated at any time,
without the payment of any penalty, (a) by the Board of
Directors of the Investment Corporation or by vote of a majority
of the outstanding voting securities of the Investment
Corporation by written notice given not less than 60 days prior
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to the termination date addressed to the Manager at its principal
place of business; and (b) by the Manager on any January
commencing January 1, 1988 by written notice given not less than
sixty days prior to such January 1 addressed to the Investment
Corporation at its principal place of business.
12. This Agreement shall be submitted for approval to
the Board of Directors of the Investment Corporation annually.
This Agreement shall continue in effect only so long as its
continuance is specifically approved annually by the Board of
Directors of the Investment Corporation or by vote of a majority
of the outstanding voting securities of the Investment
Corporation. In either case 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
cast in person at a meeting called for the purpose of voting on
such approval is also required.
13. This Agreement shall become effective on the date
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.
SURVEYOR FUND, INC.
By /s/ Xxxxx X. Xxxxxxx
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_______________________
Xxxxx X. Xxxxxxx
President
Accepted: As of April 21, 1988
ALLIANCE CAPITAL MANAGEMENT L.P.
By ALLIANCE CAPITAL MANAGEMENT CORPORATION,
general partner
By /s/ Xxxx X. Xxxxxx
_______________________
Xxxx X. Xxxxxx
Executive Vice President
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00250176.AA9
