INVESTMENT ADVISORY AGREEMENT
This Agreement (Agreement) is made, by and between Xxxx Xxxxxxx, an individual
doing business as The Coleridge Group (Coleridge) and the New Kaiser Voluntary
Employees' Beneficiary Association (VEBA), a Trust.
WHEREAS, VEBA has previously retained Coleridge to serve as the investment
manager for the VEBA; and,
WHEREAS, VEBA wishes to continue to engage the services of Coleridge and
his/its investment advisor and Coleridge is willing to perform investment
advisory services for VEBA on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and agreements contained herein, the parties hereto agree as follows:
SECTION I SCOPE OF ADVISORY SERVICES
1. Upon proper resolution of VEBA, Coleridge shall have full authority to
do any or all of the following on VEBA's behalf:
(a) Purchase and/or sell common and preferred stocks, options,
corporate debt instruments and government debt instruments.
(b) Order cash disbursements to be paid to: (i) accounts, such as
savings accounts, cash funds and/or money market accounts, and/or (ii)
the credit of VEBA at its designated bank in such account or accounts
specified by VEBA.
(c) Exercise any conversion privileges, subscription rights or other
options and to make payments coincident thereto.
(d) Advise regarding the owning and operating of company as a
business, i.e., research and analysis of comparable industries,
financial analysis of operations.
(e) Vote the Kaiser Ventures shares of Common Stock owned by VEBA
solely at the request of and on behalf of VEBA, at the time and manner
provided for under the rules governing the stock. At no time may
Coleridge assign its duty to vote the shares either directly or
through a proxy.
(f) Maintain VEBA's portfolio of investments in a manner consistent
with the Statement of Investment Policy.
2. VEBA's funds and/or securities shall be placed in an account or
accounts with a brokerage or trust firm or firms ("broker(s)")
selected by the mutual agreement of
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VEBA and Coleridge. VEBA shall execute a standard limited power of
attorney provided by the broker(s) authorizing Coleridge to direct
VEBA's account(s).
SECTION II FEES
1. Coleridge fees under this Agreement are charged on a monthly basis.
The first monthly fee of [_________] shall be paid in advance to
Coleridge no later than the (fifteenth) 15th day after the date of
this Agreement.
2. Expenses and information research costs related to the management of
the account will be billed separately and be due and payable no later
than the (fifteenth) 15th day of the following month.
3. The fees charged under this Agreement do not include any fees,
expenses or commissions that the broker(s) may charge to VEBA for
items including, but not limited to, commissions on securities
transactions effected by or through the broker(s) for trading by
Coleridge in VEBA's account(s).
4. In its sole discretion, VEBA may pay a bonus to Coleridge in
recognition of extraordinary service performed by Coleridge under the
terms of this Agreement. The amount and timing of such bonus shall be
at the sole discretion of VEBA.
SECTION III TERM OF THE AGREEMENT
1. This Agreement shall commence as of January 1, 1999 and shall remain
in effect until terminated by either party with or without cause.
2. Either party may terminate this Agreement with or without cause by
providing 180 days written notice. Upon the date of termination, any
accrued and unpaid fees or expenses of Coleridge will be paid by VEBA.
SECTION IV GENERAL PROVISIONS
1. The only relationship between Coleridge and VEBA is the independent
contractor relationship established by this Agreement. Nothing
contained in this Agreement shall be construed to create the
relationship of employer and employee, between VEBA and Coleridge.
2. Coleridge shall use its best efforts and professional judgment to
achieve optimum performance and success in connection with the
investment advisory services that it renders pursuant to this
Agreement. However, Coleridge makes no guarantees, either express or
implied, regarding investment yield(s), principal appreciation and/or
decline, or investment performance.
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3. Coleridge shall provide to VEBA timely reports and updates of VEBA's
account(s) activity and other information at mutually
agreed-upon-times. VEBA agrees not to use such reports or updates for
tax purposes.
4. Coleridge hereby acknowledges that it is a named fiduciary, as defined
by ERISA. As a fiduciary or otherwise, Coleridge shall discharge its
duties under this Agreement with care, skill, prudence, and diligence
under the circumstances then prevailing that a prudent person acting
in like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
5. VEBA agrees that it shall promptly notify Coleridge of any material
changes in VEBA's financial circumstances and/or investment
objectives.
6. Neither VEBA nor Coleridge may assign its respective rights and/or
obligations under this Agreement without the prior written consent of
the other.
7. In the event of litigation relating to this Agreement, the prevailing
party shall be entitled to his/its reasonable attorney's fees and cost
from the losing party, in addition to any other relief to which he/it
may be entitled.
8. This Agreement is binding upon and shall inure to the benefit of the
parties hereto, their respective agents, employees, representatives,
officers, directors, assigns, successors and shareholders. Except as
expressly provided for herein, this Agreement is not for the benefit
of any person or entity not a party hereto or specifically identified
as a third-party beneficiary herein.
9. This Agreement constitutes the entire Agreement and understanding of
the parties with respect to the subject matter hereof and supersedes
all prior agreements, arrangements, understandings, commitments and
practices between the parties with respect thereto. No representation,
promise, inducement or statement of intention has been made by any
party hereto that is not contained herein and no party shall be bound
by or liable for any alleged representation, promise, inducement, or
statement not set forth herein. This Agreement may be amended, revised
or altered only by a written agreement signed by all of the parties.
Should any provision(s) of this Agreement be held unenforceable for
any reason, the remaining provisions shall be unaffected.
10. To the extent that state law shall not have been preempted by the
provisions of ERISA or any other laws of the United States, this
Agreement shall be governed by and construed under and in accordance
with the laws of the State of California.
11. All notices shall be in writing and shall be deemed to have been
given, when delivered personally or three (3) days after being mailed
by first-class mail,
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postage-paid. If mailed to Coleridge such notice shall be addressed to
its then principal office. If mailed to VEBA, it shall be addressed to
his/its address then shown on the records of Coleridge.
12. By signing this Agreement, VEBA acknowledges that he/it has received a
copy of The Coleridge Group's S.E.C. Form ADV part II ("the Form")
dated February 25, 1999, a true copy of which is attached hereto and
incorporated herein. VEBA warrants and represents that it has read the
Form prior to signing this Agreement and paying any fee hereunder to
Coleridge and that it understands the Form.
The Undersigned have signed this Agreement as of January 1, 1999.
THE COLERIDGE GROUP THE NEW KAISER VEBA
By /s/ Xxxx Xxxxxxx By /s/ Xxx Xxxxxxx
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Xxxx Xxxxxxx Xxx Xxxxxxx
Owner, The Coleridge Group Chairman, Administrative Committee
New Kaiser VEBA, a Trust
