XXXXX XXXXXX SECTOR SERIES INC.
FORM OF INVESTMENT MANAGEMENT AGREEMENT
August 14, 2000
SSB Citi Fund Management LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This Investment Management Agreement (the "Agreement") is made on
this 14th day of August, 2000, by and between Xxxxx Xxxxxx Sector
Series Inc., a corporation organized under the laws of the State
of Maryland (the "Corporation"), in respect of its new series,
Xxxxx Xxxxxx Global Biotechnology Fund (the "Fund"), and SSB Citi
Fund Management LLC (the "Manager") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and
reinvesting in investments of the kind and in accordance with the
limitations specified in: (i) the Corporation's Charter as
amended from time to time (the "Charter of the Corporation");
(ii) the Fund's Prospectus (the "Prospectus"); and (iii) the
Fund's Statement of Additional Information (the "Statement")
filed with the Securities and Exchange Commission (the "SEC") as
part of the Fund's Registration Statement on Form N-1A, as
amended from time to time, and in such manner and to such extent
as may from time to time be approved by the Board of Directors of
the Corporation (the "Board"). Copies of the Fund's Prospectus
and the Statement and the Charter of the Corporation have been or
will be submitted to the Manager. The Corporation desires to
employ and hereby appoints the Manager to act as investment
manager for the Fund. The Manager accepts the appointment and
agrees to furnish the services for the compensation set forth
below. The Manager is hereby authorized to retain third parties
and is hereby authorized to delegate some or all of its duties
and obligations hereunder to such persons, provided such persons
shall remain under the general supervision of the Manager.
2. Services as Investment Manager
Subject to the supervision and direction of the Board, the
Manager will: (a) manage the Fund's holdings in accordance with
the Fund's investment objective and policies as stated in the
Charter and the Registration Statement; (b) assist in supervising
all aspects of the Fund's operations; (c) supply the Fund with
office facilities (which may be in SSB Citi's own offices),
statistical and research data, data processing services,
clerical, accounting and bookkeeping services, including, but not
limited to, the calculation of (i) the net asset value of shares
of the Fund, (ii) applicable contingent deferred sales charges
and similar fees and charges and (iii) distribution fees,
internal auditing and legal services, internal executive and
administrative services, and stationery and office supplies; and
(d) prepare reports to shareholders of the Fund, tax returns and
reports to and filings with the SEC and state blue sky
authorities. The Manager is hereby authorized to retain third
parties and to delegate some or all of its duties and obligations
under this paragraph 2 to such persons provided that such persons
shall remain under the general supervision of the Manager.
3. Compensation
In consideration of the services rendered pursuant to this
Agreement, the Corporation will pay the Manager, on the first
business day of each month, a fee for the previous month at an
annual rate of 0.95% of the Fund's average daily net assets. The
fee for the period from the date the Fund commences its
investment operations to the end of the month during which the
Fund commences its investment operations shall be pro-rated
according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before
the end of any month, the fee for such part of that month shall
be pro-rated according to the proportion that such period bears
to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining
fees payable to the Manager, the value of the Fund's net assets
shall be computed at the times and in the manner specified in the
Fund's Prospectus and/or the Statement, as from time to time in
effect.
4. Expenses
The Manager will bear all expenses in connection with the
performance of its services under this Agreement. The Fund will
bear certain other expenses to be incurred in its operation,
including: investment advisory and administration fees; charges
of custodians and transfer and dividend disbursing agents; fees
for necessary professional services, such as the Fund's and Board
members' proportionate share of insurance premiums, professional
associations, dues and/or assessments; and brokerage services,
including taxes, interest and commissions; costs attributable to
investor services, including without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes
and for distribution to existing shareholders; the costs of
regulatory compliance, such as SEC fees and state blue sky
qualifications fees; outside auditing and legal expenses and
costs associated with maintaining the Fund's legal existence;
costs of shareholders' reports and meetings of the officers or
Board; fees of the members of the Board who are not officers,
directors or employees of Xxxxxxx Xxxxx Barney, Inc. or its
affiliates or any person who is an affiliate of any person to
whom duties may be delegated hereunder and any extraordinary
expenses. In addition, the Fund will pay all service and
distribution fees pursuant to a Services and Distribution Plan
adopted under Rule 12b-1 of the Investment Company Act of 1940,
as amended (the "1940 Act").
5. Brokerage
In selecting brokers or dealers to execute transactions on behalf
of the Fund, the Manager will seek the best overall terms
available. In assessing the best overall terms available for any
transaction, the Manager will consider factors it deems relevant,
including, but not limited to, the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or
dealers to execute a particular transaction, and in evaluating
the best overall terms available, the Manager is authorized to
consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended) provided to the Fund and/or other accounts over which
the Manager or its affiliates exercise investment discretion.
6. Information Provided to the Fund
The Manager will keep the Corporation informed of developments
materially affecting the Fund's portfolio, and will, on its own
initiative, furnish the Corporation from time to time with
whatever information the Manager believes is appropriate for this
purpose.
7. Standard of Care
The Manager shall exercise its best judgment in rendering the
services listed in paragraph 2 above. The Manager 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 Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Manager
against any liability to the Corporation or to the Fund's
shareholders to which the Manager would otherwise be subject by
reason of willful malfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason of the
Manager's reckless disregard of its obligations and duties under
this Agreement.
8. Services to Other Companies or Accounts
The Corporation understands that the Manager now acts, will
continue to act and may act in the future as: investment adviser
to fiduciary and other managed accounts, as well as to other
investment companies; and the Corporation has no objection to the
Manager's so acting, provided that whenever the Fund and one or
more other investment companies advised by the Manager have
available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a
formula believed to be equitable to each company. The
Corporation recognizes that in some cases this procedure may
adversely affect the size of the position obtainable for the
Fund. In addition, the Corporation understands that the persons
employed by the Manager to assist in the performance of the
Manager's duties under this Agreement will not devote their full
time to such service and nothing contained in this Agreement
shall be deemed to limit or restrict the right of the Manager or
any affiliate of the Manager to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
9. Term of Agreement
This Agreement shall become effective as of the date the Fund
commences its investment operations and continue for an initial
two-year term and shall continue thereafter so long as such
continuance is specifically approved at least annually by (i) the
Board or (ii) a vote of a "majority" (as defined in the 0000 Xxx)
of the Fund's outstanding voting securities, provided that in
either event the continuance is also approved by a majority of
the Board members who are not "interested persons" (as defined in
the 0000 Xxx) of any party to this Agreement, by vote cast in
person or by proxy at a meeting called for the purpose of voting
on such approval. This Agreement is terminable, without penalty,
on 60 days' written notice, by the Board or by vote of holders of
a majority of the Fund's shares, or upon 90 days' written notice,
by the Manager. This Agreement will also terminate automatically
in the event of its assignment (as defined in the 1940 Act).
10. Representation by the Corporation
The Corporation represents that a copy of the Charter of
Corporation is on file with the State of Maryland Department of
Assessments and Taxation.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning the
enclosed copy of this Agreement to us.
Very truly yours,
Xxxxx Xxxxxx
Sector Series Inc.,
on behalf
of
Xxxxx Xxxxxx Global
Biotechnology Fund
By: Xxxxx X.
XxXxxxxx
Title: Chairman
of the Board
Accepted:
SSB Citi Fund Management LLC
By: Xxxxx X. Xxxxxxx
Title: Senior Vice President
