MANAGEMENT AGREEMENT
THIS AGREEMENT, made as of the 1st day of August, 1994, is by and
between TCI Portfolios, Inc., a Maryland corporation (hereinafter called the
"Corporation") and Investors Research Corporation, a Delaware corporation
(hereinafter called the "Investment Manager"). In consideration of the mutual
promises and agreements herein contained, the parties agree as follows:
1. INVESTMENT MANAGEMENT SERVICES. The Investment Manager shall
supervise the investments of each series of shares of the Corporation
contemplated as of the date hereof, and such subsequent series of shares as the
Corporation shall select the Investment Manager to manage. In such capacity, the
Investment Manager shall maintain a continuous investment program for each such
series, determine what securities shall be purchased or sold by each series,
secure and evaluate such information as it deems proper and take whatever action
is necessary or convenient to perform its functions, including the placing of
purchase and sale orders.
2. COMPLIANCE WITH LAWS. All functions undertaken by the Investment
Manager hereunder shall at all times conform to, and be in accordance with,
any requirements imposed by:
(1) the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and any rules and regulations promulgated thereunder;
(2) any other applicable provisions of law;
(3) the Articles of Incorporation of the Corporation as amended from
time to time;
(4) the By-laws of the Corporation as amended from time to time; and
(5) the registration statements of the Corporation, as amended from
time to time, filed under the Securities Act of 1933 and the Investment
Company Act.
3. BOARD SUPERVISION. All of the functions undertaken by the
Investment Manager hereunder shall at all times be subject to the direction of
the Board of Directors of the Corporation, its Executive Committee, or any
committee or officers of the Corporation acting under the authority of the
Board of Directors.
4. PAYMENT OF EXPENSES. The Investment Manager will pay all of the
expenses of each series of the Corporation's shares that it shall manage, other
than interest, taxes, brokerage commissions, extraordinary expenses and the fees
and expenses (including counsel fees) of those directors who are not "interested
persons" as defined in Investment Company Act (hereinafter referred to as the
"Independent Directors"). The Investment Manager will provide the Corporation
with all physical facilities and personnel required to carry on the business of
each series that the Investment Manager shall manage, including but not limited
to office space, office furniture, fixtures and equipment, office supplies,
computer hardware and software and salaried and hourly paid personnel. The
Investment Manager may at its expense employ others to provide all or any part
of such facilities and personnel.
5. ACCOUNT FEES. The Corporation, by resolution of the Board of
Directors, including a majority of the Independent Directors, may from time to
time authorize the imposition of a fee as a direct charge against shareholder
accounts of one or more of the series, such fee to be retained by the
Corporation or to be paid to the Investment Manager to defray expenses which
would otherwise be paid by the Investment Manager in accordance with the
provisions of paragraph 4 of this Agreement. At least sixty (60) days' prior
written notice of the intent to impose such fee must be given to the
shareholders of the affected series.
6. MANAGEMENT FEES.
(a) In consideration of the services provided by the
Investment Manager, each series of shares of the Corporation managed by
the Investment Manager shall pay to the Investment Manager a per annum
management fee (hereinafter, the "Applicable Fee"), as follows:
NAME OF SERIES APPLICABLE FEE
TCI Growth 1.0%
TCI Balanced 1.0%
TCI Advantage 1.0%
TCI International 1.5%
(b) On the first business day of each month, each series of
shares shall pay the management fee at the rate specified by
subparagraph (a) of this paragraph 6 to the Investment Manager for the
previous month. The fee for the previous month shall be calculated by
multiplying the Applicable Fee for such series by the aggregate average
daily closing value of the series' net assets during the previous
month, and further multiplying that product by a fraction, the
numerator of which shall be the number of days in the previous month,
and the denominator of which shall be 365 (366 in leap years).
(c) In the event that the Board of Directors of the
Corporation shall determine to issue any additional series
of shares for which it is proposed that the Investment
Manager serve as investment manager, the Corporation and the Investment
Manager shall enter into an Addendum to this Agreement setting forth
the name of the series, the Applicable Fee and such other terms and
conditions as are applicable to the management of such series of
shares.
7. CONTINUATION OF AGREEMENT. This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided, for a period of two years from
the execution hereof, and for as long thereafter as its continuance is
specifically approved at least annually (i) by the Board of Directors of the
Corporation or by the vote of a majority of the outstanding voting securities of
the Corporation, and (ii) by the vote of a majority of the directors of the
Corporation, who are not parties to the agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval.
8. TERMINATION. This Agreement may be terminated by the Investment
Manager at any time without penalty upon giving the Corporation 60 days' written
notice, and may be terminated at any time without penalty by the Board of
Directors of the Corporation or by vote of a majority of the outstanding voting
securities of the Corporation on 60 days' written notice to the Investment
Manager.
9. EFFECT OF ASSIGNMENT. This Agreement shall automatically terminate
in the event of assignment by the Investment Manager, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
10. OTHER ACTIVITIES. Nothing herein shall be deemed to limit or
restrict the right of the Investment Manager, or the right of any of its
officers, directors or employees (who may also be a director, officer or
employee of the Corporation), to engage in any other business or to devote time
and attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, firm, individual or association.
11. STANDARD OF CARE. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of its obligations or duties hereunder
on the part of the Investment Manager, it, as an inducement to it to enter into
this Agreement, shall not be subject to liability to the Corporation or to any
shareholder of the Corporation for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
12. SEPARATE AGREEMENT. The parties hereto acknowledge that certain
provisions of the Investment Company Act, in effect, treat each series of shares
of an investment company as a separate investment company. Accordingly, the
parties hereto hereby acknowledge and agree that, to the extent deemed
appropriate and consistent with the Investment Company Act, this Agreement shall
be deemed to constitute a separate agreement between the Investment Manager and
each series of shares of the Corporation managed by the Investment Manager.
IN WITNESS WHEREOF, the parties have caused this Addendum to the
Agreement to be executed by their respective duly authorized officers as of the
day and year first above written.
Attest: TCI PORTFOLIOS, INC.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxx III
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx III
Secretary President
Attest: INVESTORS RESEARCH
CORPORATION
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxx III
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx III
Secretary President
