Exhibit Number (5) (d)
The Growth Equity Portfolio
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT dated as of December 31, 1996, between the Alameda-
Contra Costa Medical Association Collective Investment Trust for
Retirement Plans (the "Trust") and The Burridge Group Inc. as an
investment manager ("Investment Manager") to manage the Growth
Equity Portfolio (the "Portfolio").
RECITALS
The Trust has been established to provide a satisfactory
diversification of investments for various Participating Trusts
which are IRAs that are exempt under Section 408(e) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that
are maintained in conformity with Section 408(a) of the Code, or
trusts described in Section 401(a) of the Code that are exempt
from taxation under Section 501(a) of the Code and form parts of
stock bonus, pension or profit sharing plans;
The Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end diversified
management investment company under the Investment Company Act;
The Supervisory Committee of the Trust appointed Xxxxx Fargo
Bank, N.A. as Custodial Trustee of the Trust, to have custody of
the assets of each Portfolio; and
The Supervisory Committee desires Investment Manager, as an
investment manager of the Trust, to manage the investment of the
assets of the Portfolio, and the Investment Manager is willing to
render such services;
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise defined in this
Agreement, capitalized terms used in the Agreement have the
meanings defined in the Declaration of Trust, dated February 9,
1990, establishing the Trust (the "Declaration of Trust").
Section 2. Agreement to Act as Investment Manager, Etc.
(a) Subject to the direction and control of the Supervisory
Committee of the Trust, the Investment Manager will manage the
investment and reinvestment of the assets of the Portfolio as
follows:
(i) The Investment Manager will maintain a continuous
investment program for the Portfolio;
(ii) The Investment Manager will determine what securities
shall be purchased or sold by the Portfolio;
(iii) The Investment Manager will arrange for the purchase
and sale of securities held in the Portfolio by placing orders
pursuant to its determinations either directly with the issuer or
with any broker or dealer who deals in the securities in which
the Trust is active;
(iv) The Investment Manager will determine what portion,
if any, of the Portfolio shall be held uninvested; and
(v) In connection with the foregoing, the Investment
Manager shall be entitled to exercise each and every of the
powers with respect to the Portfolio set forth herein and in the
Trust's Registration Statement filed with the Commission.
(b) Any investment program maintained by the Investment Manager
under this Agreement shall at all times conform to, and be in
accordance with any requirements imposed by: (i) the provisions
of the Investment Company Act of 1940, Investment Advisors Act of
1940, Employee Retirement and Income Security Act of 1974, any
rules or regulations in force thereunder, and all other
applicable federal and state laws; (ii) the provisions of the
Declaration of Trust and the Rules and Procedures of the
Supervisory Committee as in effect from time to time; (iii) any
policies and determinations of the Supervisory Committee of the
Trust as in effect from time to time; and (iv) the investment
objectives and policies of the Trust and the Portfolio, as
reflected in the Trust's Registration Statement that is filed
with the Commission. The Investment Manager shall invest the
assets of the Portfolio in the manner provided above and shall
diversify the Portfolio as contemplated by the Registration
Statement.
(c) The Investment Manager shall give the Trust the benefit of
its best judgment and effort in rendering services hereunder, but
the Investment Manager shall not be liable for any loss sustained
by reason of the adoption of any investment policy by the
Supervisory Committee. Nothing herein contained shall, however,
be construed to protect the Investment Manager against any
liability to the Trust or the holders of Units issued by the
Trust by reason of willful misfeasance, bad faith or negligence
in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.
(d) On occasions when the Investment Manager deems the
purchase, sale, or loan of a security to be in the best interest
of the Trust as well as other customers, the Investment Manager,
to the extent permitted by applicable law, may aggregate the
securities to be so purchased, sold or loaned in order to obtain
the best execution or lower brokerage commissions, if any. In
such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by
the Investment Manager in the manner it considers to be the most
equitable and consistent with its obligations to the Trust and to
such other customers.
(e) The Investment Manager may cause the Portfolio to pay a
broker which provides brokerage and research services to the
Investment Manager a commission for effecting a securities
transaction in excess of the amount another broker might have
charged. Such higher commissions may not be paid unless the
Investment Manager determines in good faith that the amount paid
is reasonable in relation to the services received in terms of
the particular transaction of the Investment Manager's overall
responsibilities to the Portfolio.
(f) The Investment Manager shall maintain books and records
with respect to the securities transactions of the Portfolio and
shall render to the Supervisory Committee such periodic and
special reports as the Supervisory Committee may reasonably
request. The Investment Manager shall assist in the preparation
of reports to Participating Trusts, to the Commission, and in all
audits of the Trust.
(g) The Supervisory Committee shall direct the Custodial
Trustee to keep safely in one or more separate accounts in the
name of the Trust all cash and securities of the Trust delivered
to the Custodial Trustee by the Investment Manager. All
securities held for the Trust that are issued in bearer form may
be held by the Custodial Trustee or its agent in that form or in
registered form. All securities held for the Trust other than in
bearer form shall be registered in the name of any duly appointed
and registered nominee of the Custodial Trustee. The Custodial
Trustee shall pay for and receive all securities purchased for
the Trust. The Custodial Trustee shall make delivery of
securities sold by the Trust only upon payment. In connection
with any conversion of securities pursuant to their terms,
reorganization, recapitalization, redemption in kind,
consolidation, merger, change of par value or similar conversion
or upon the exercise of subscription, purchase or other similar
rights represented by securities, the Custodial Trustee shall
exchange securities for other securities or for other
securities and cash. The Custodial Trustee shall also collect
all income and other payments due with respect to all securities
of the Trust and shall present for payment when due all such
securities.
Section 3. Allocation of Expenses and Compensation of the
Investment Manager.
(a) The Investment Manager shall pay all expenses incurred by
it in connection with acting as investment adviser, other than
costs (including taxes and brokerage commissions) of securities
purchased for the Trust. Expenses incurred by the Investment
Manager include the costs of statistical and research data, other
accounting services, rendering periodic and special reports to
the Supervisory Committee and other costs associated with
providing investment research and portfolio management.
(b) The Trust agrees to pay the Investment Manager and the
Investment Manager agrees to accept as full compensation for all
services rendered by the Investment Manager as such, a fee for
its services for the Portfolio established under Section 4.1 of
the Declaration of Trust at an annual rate in accordance with the
attached fee schedule.
Section 4. Date, Termination and Amendment.
(a) This Agreement shall become effective as of the date set
forth in the first paragraph hereof. This Agreement shall remain
in effect until April 1, 1998, and from year to year thereafter,
but only so long as such continuance is approved at least
annually (i) by the vote of a majority of the members of the
Supervisory Committee who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act and (ii) by the Supervisory Committee
or by the vote of a "majority" of the outstanding Units of the
Portfolio as that term is used in the Investment Company Act.
This Agreement may be terminated, on 60 days prior written
notice, as to any Portfolio at any time without the payment of
any penalty, by the vote of a majority of the members of the
Supervisory Committee, by the vote of a majority of the
outstanding Units of such Portfolio, or by the Investment
Manager. This Agreement shall automatically and immediately
terminate in its entirety in the event of the assignment of this
Agreement within the meaning of Section 15(a)(4) of the
Investment Company Act.
(b) No provision of this Agreement may be changed, waived,
discharged or terminated as to any Portfolio orally, but only by
an instrument in writing signed by the Trust and the Investment
Manager and no amendment of this Agreement shall be effective
until approved by the vote of a majority of the members of the
Supervisory Committee who are not parties to this Agreement or
"interested persons" of any such party as that term is used in
the Investment Company Act, cast in person at a meeting called
for the purpose of voting on such amendment, and, if required by
the Investment Company Act, the vote of a majority of the
outstanding Units of the Portfolio.
Section 5. Quarterly Reports. The Investment Manager will
prepare and furnish to the Supervisory Committee, at least
quarterly, written reports evaluating, analyzing, and approving
the Portfolio.
Section 6. Acknowledgement of Fiduciary. The Investment Manager
acknowledges that it is a fiduciary to the extent the Investment
Manager exercised control over assets of such trust of each
Qualified Plan of which a Participating Trust is a part.
Section 7. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all
as of the day and year first above written.
ALAMEDA CONTRA COSTA MEDICAL
ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS
By: (Signature) Xxxxxx X. Xxxxx
Chairman, Supervisory Committee
THE BURRIDGE GROUP LLC
By: (Signature) Xxxx X. Xxxxxxx
President
THE BURRIDGE GROUP INC., Manager Member
THE BURRIDGE GROUP LLC
Fee Schedule
The Growth Equity Portfolio
.75% first $10 million
.625% next $10 million
.50% next $20 million
.375% next $20 million
.25% next $40 million
The excess of $100 million is negotiable.
Fees are generally billed at the end of each quarter based upon
the amount of assets under management at the beginning of the
quarter.
