MANAGER AND INVESTMENT ADVISOR CONTRACT
AGREEMENT made as of the 10th day of November, 1981 between THE GUARDIAN CASH
FUND, INC., a Maryland corporation (hereinafter called "the Fund") of the first
part, and GLICOA ASSOCIATES, INC., a New York corporation (hereinafter called
"the Company") of the second part,
WITNESSETH:
WHEREAS, the Fund desires to have the Company act as its Manager and Investment
Advisor and provide it with investment research, advice, supervision and
management; and
WHEREAS, the Company is willing to undertake the same upon the terms and
conditions set forth,
NOW, THEREFORE, it is hereby agreed by and between the parties hereto as
follows:
1. Duties of Manager and Investment Advisor. The Company shall provide the Fund
with such investment research, data, advice and supervision as the latter may,
from time to time, consider necessary for the proper supervision of its funds.
The Company shall act as Manager and Investment Advisor of the Fund, and, as
such, shall furnish continuously an investment program and regularly furnish to
the Board of Directors of the Fund recommendations with respect to an investment
program for approval, modification or rejection by the Board, take such steps to
implement the investment program approved by the Board by purchase and sale of
securities including the placing of orders for such purchase and sale, and
regularly report to the Board with respect to implementation of the approved
investment program and the Advisor's activities in connection with the
administration of the Fund, subject always to the provisions of the Investment
Company Act of 1940 and all other applicable laws, to the provisions of the
Fund's Articles of Incorporation and By-Laws, to the Fund's fundamental
investment policies as in effect from time to time, and to control and review by
the Fund's Board of Directors. The Company shall take, on behalf of the Fund,
all actions which it deems necessary to carry into effect the investment
policies determined as provided above, and to that end the Company may
designate a person or persons who are to be authorized by the Fund as the
representative or representatives of the Fund, to give instructions to the
Custodian of the assets of the Fund as to deliveries of securities and payments
of cash for the account of the Fund.
2. Allocation of Charges and Expenses; Brokerage. The Company shall furnish at
its own expense all administrative services, office space, equipment and
administrative, bookkeeping and clerical personnel necessary for managing the
affairs of the Fund. The Company shall also provide persons satisfactory to the
Fund's Board of Directors to act as officers and employees of the Fund and the
expenses of the directors of the Fund who are affiliated with The Guardian Life
Insurance Company of America or its subsidiaries. In addition, the Company shall
pay all fees and expenses in connection with the registration of the Fund and/or
its shares under the securities or "Blue Sky" laws of the States and all costs
of printing prospectuses of the Fund (except those used for distribution to
shareholders of the Fund). All other costs and expenses not expressly assumed by
the Company under this Contract, shall be paid by the Fund, including (i)
interest and taxes; (ii) brokerage commissions and other costs in connection
with the purchase or sale of securities; (iii) insurance premiums for fidelity
and other coverage requisite to its operations; (iv) compensation and expenses
of its directors other than those affiliated with the Company; (v) legal and
audit expenses; (vi) custodian and shareholder servicing agent fees and
expenses; (vii) expenses incident to the redemption of its shares; (viii)
expenses incident to the issuance of its shares against payment therefor by or
on behalf of the subscribers thereto, including printing of stock certificates;
(ix) fees and expenses incident to the registration under the Securities Act of
1933 of shares of the
Fund for public sale (other than the costs of printing prospectuses), and fees
imposed on the Fund under the Investment Company Act of 1940; (x) expenses of
printing and mailing shareholders' reports; (xi) all expenses incidental to
holding meetings of the Fund's shareholders; and (xii) such non-recurring
expenses as may arise, including actions, suits or proceedings to which the Fund
is a party and the legal obligation which the Fund may have to indemnify its
officers and directors with respect thereto.
In selecting dealers through whom to effect transactions, the Advisor considers
a number of factors including the value, quality, efficiency of execution and
research, statistical, quotation and valuation services provided. Research
services by dealers include advice, either directly or through publications or
writings, as to the value of securities the advisability of purchasing or
selling securities, the availability of securities or purchasers or sellers of
securities; and analyses and reports concerning issuers, industries, securities,
economic factors and trends and portfolio strategy. In making such
determination, the Advisor may use a dealer whose spread in effecting a
securities transaction is in excess of that of some other dealer if the Advisor
determines in good faith that the amount of such spread is reasonable in
relation to the value of the research and related services provided by such
dealer.
It is understood that, consistent with the Company's fiduciary duty to the Fund,
it is the intent of this Contract to allow the Company the widest discretion
permitted by law in determining the manner and means by which portfolio
securities transactions can be effected in the best interest of the Fund.
3. Compensation of Manager and Investment Advisor. (a) For the services to be
rendered, and for the facilities to be furnished, as provided in Articles 1 and
2 above, the Fund shall pay to the Company a fee payable monthly at the end of
each calendar month and computed at the annual rate of 4/10 of 1% of the average
value of the Fund's net assets during the fiscal year. For this purpose the
value of the Fund's net assets shall be computed in the manner specified in its
Articles of Incorporation for the computation of the value of such net assets in
connection with the determination of the net asset value of its shares. (b) To
the extent that the aggregate expenses of every character incurred by the Fund
in any fiscal year, including, but not limited to, fees of the Company computed
as hereinabove set forth, but excluding interest, taxes and extraordinary
expenses borne by the Fund, shall exceed the limits prescribed by any State in
which shares are qualified for sale, the fee, as determined above, shall be
reduced, but not below zero, by the amount of such expense excess. The Company
shall remit payment to the Fund not later than the last day of the first month
of the next succeeding fiscal year, in an amount equal to the amount of such
excess.
4. Covenants of Manager and Investment Advisor. The Company agrees that it will
not deal with itself, or with the Fund, as principal in making purchases or
sales of securities or other property for the account of the Fund, and will not
take a short position in the shares of the Fund.
5. Duration and Termination of Contract. This Contract shall go into effect on
the effective date of the Fund's Registration Statement under the Securities Act
of 1933 and will remain in effect until the first meeting of shareholders (but
in any event not more than two years from such effective date) and will continue
in effect from year to year thereafter only so long as such continuance is
specifically approved at least annually in accordance with the Investment
Company Act of 1940.
This Contract may, on sixty days' written notice to the other party, be
terminated at any time, without the payment of any penalty, --
(a) by the Fund, acting pursuant to a direction given by a majority of the
Board of Directors of the Fund, or by the vote of the holders of a
majority (as defined in the Investment Company Act of 1940) of the
outstanding shares of the Fund; or
(b) by the Company.
This Contract shall automatically terminate in the event of its assignment, the
expression "assignment" for this purpose having the meaning defined in the
Investment Company Act of 1940. It is provided however that upon any termination
of this agreement before the end of any quarter such compensation for the period
from the end of the last quarter, ending prior to the date of termination shall
be pro-rated according to the proportion which such period bears to a full
quarter year and shall be payable upon the date of termination.
6. Amendment of Contract. This agreement may be amended by mutual consent but
the consent of the Fund must be approved by vote of a majority of the
outstanding voting securities of the Fund.
7. Nothing here contained shall limit the freedom of the Company or any
affiliated person of the Company to render investment advisory and corporate
administrative services to other investment companies, to act as investment
advisor or investment counselor to other persons, firms or corporations, and to
engage in other business activities.
8. The Company shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to which
this Contract relates, except for loss resulting from willful misfeasance, bad
faith or gross negligence of the Company in the performance of its duties or
from reckless disregard by the Company of its obligations and duties under this
Contract.
9. Any notice under this agreement shall be in writing addressed and delivered
or mailed postage paid to the other party at such address as such other party
may designate for the receipt of such notice. Until further notice to the other
party it is agreed that the address of the Fund and the Company shall be 000
Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
IN WITNESS THEREOF, THE GUARDIAN BOND FUND, INC., has caused these presents to
be executed and delivered in its name and behalf by an officer thereunto duly
authorized, and GLICOA ASSOCIATES, INC. has caused these presents
to be executed and delivered in its name and behalf by an officer thereunto duly
authorized as of the date first above written.
WITNESS: THE GUARDIAN CASH FUND, INC.
/s/ XXXXXXXX XXXXXX BY /s/ XXXXX X. XXXXXX
--------------------------------- -----------------------------------
President
WITNESS: GLICOA ASSOCIATES, INC.
/s/ XXXXXXXX XXXXXX BY /s/ XXXX X. XXXXX
--------------------------------- -----------------------------------
President
AMENDMENT NO. 1
Dated as of March 14, 1985
to the
Manager and Investment Advisor Contract
between
THE GUARDIAN CASH FUND, INC.
and
GLICOA ASSOCIATES, INC.
(Predecessor in interest to Guardian Investor Services Corporation)
Dated as of November 10, 1981
* * * * *
Guardian Investor Services Corporation ("Company"), the successor in interest to
GLICOA Associates, Inc., and The Guardian Cash Fund, Inc. ("Fund"), hereby
mutually agree to amend that certain Manager and Investment Advisor Contract
("Agreement"), dated as of November 10, 1981, between GLICOA Associates, Inc.
and the Fund, in the manner herein set forth:
1. The name "GLICOA ASSOCIATES, INC." is deleted and the name
"GUARDIAN INVESTOR SERVICES CORPORATION" is substituted
therefor, as party of the second part, with the same force and
effect as if such name had appeared in the Agreement as
originally executed.
2. Article 3, subsection (a) of the Agreement is deleted, and new
subsection (a) is substituted therefor, in the form set forth
immediately hereunder, with the same force and effect as if
such subsection had appeared in the Agreement as originally
executed:
"(a) For the services to be rendered, and for the facilities
to be furnished, as provided in Articles 1 and 2 above, the
Fund shall pay to the Company a fee payable monthly at the end
of each calendar month and computed at the annual rate of 1/2
of 1% of the average value of the Fund's net assets during the
fiscal year. For this purpose the value of the Fund's net
assets shall be computed in the manner specified in its
Articles of Incorporation for the computation of the value of
such net assets in connection with the determination of the
net asset value of its shares."
Except to the extent specifically provided herein, the Agreement shall remain in
full force and effect in accordance with its terms. This amendment shall become
effective as of the date hereof.
THE GUARDIAN CASH FUND, INC.
Attest: By /s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx, President
/s/ Xxxxx Xxxxx
----------------------------
GUARDIAN INVESTOR SERVICES CORPORATION
Attest: By /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, President
/s/ Xxxxx Xxxxx
----------------------------
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