ADVISORY AGREEMENT
ADVISORY AGREEMENT, dated _______, 1995,
between AMT Capital Fund, Inc., a Maryland corporation (the
"Fund") and AMT Capital Advisers, Inc., a Delaware
corporation (the "Adviser").
In consideration of the mutual agreements herein made,
the parties hereto agree as follows:
1. Attorney-in-Fact. The Fund appoints the
Adviser as its attorney-in-fact to invest and reinvest the assets
of the U.S. Selected Growth (the "Portfolio"), as fully as the
Fund itself could do. The Adviser hereby accepts this
appointment.
2. Duties of the Adviser. (a) The Adviser shall
be responsible for, or engage a third party (the "Sub-Adviser")
for the purpose of, managing the investment portfolio of the
Portfolio, including, without limitation, providing investment
research, advice and supervision, determining which portfolio
securities shall be purchased or sold by the Portfolio,
purchasing and selling securities on behalf of the Portfolio and
determining how voting and other rights with respect to
portfolio securities of the Portfolio shall be exercised, subject in
each case to the control of the Board of Directors of the Fund
(the "Board") and in accordance with the objectives, policies
and principles of the Portfolio set forth in the Registration
Statement, as amended, of the Fund, the requirements of the
Investment Company Act of 1940, as amended, (the "Act")
and other applicable law. In performing such duties, the
Adviser shall provide such office space, and such executive and
other personnel as shall be necessary for the investment
operations of the Portfolio. In managing the Portfolio in
accordance with the requirements set forth in this paragraph 2,
the Adviser and/or a Sub-Adviser shall be entitled to act upon
advice of counsel to the Fund or counsel to the Adviser.
(b) Subject to Section 36 of the Act, the Adviser shall
not be liable to the Fund for any error of judgment or mistake
of law or for any loss arising out of any investment or for any
act or omission in the management of the Portfolio and the
performance of its duties under this Agreement except for
losses arising out of the Adviser's bad faith, willful misfeasance
or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties
under this Agreement. It is agreed that the Adviser shall have
no responsibility or liability for the accuracy or completeness of
the Fund's Registration Statement under the Act and the
Securities Act of 1933 except for information supplied by the
Adviser for inclusion therein about the Adviser. The Fund
agrees to indemnify the Adviser for any claims, losses, costs,
damages, or expenses (including fees and disbursements of
counsel, but excluding the ordinary expenses of the Adviser
arising from the performance of its duties and obligations under
this Agreement) whatsoever arising out of the performance of
this Agreement except for those claims, losses, costs, damages
and expenses resulting from the Adviser's bad faith, willful
misfeasance or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under this Agreement.
(c) The Adviser and its officers may act and continue
to act as investment advisers and managers for others
(including, without limitation, other investment companies),
and nothing in this Agreement will in any way be deemed to
restrict the right of the Adviser to perform investment
management or other services for any other person or entity,
and the performance of such services for others will not be
deemed to violate or give rise to any duty or obligation to the
Fund.
(d) Except as provided in Paragraph 5, nothing in this
Agreement will limit or restrict the Adviser or any of its
officers, affiliates or employees from buying, selling or trading
in any securities for its or their own account or accounts. The
Fund acknowledges that the Adviser and its officers, affiliates
or employees, and its other clients may at any time have,
acquire, increase, decrease or dispose of positions in
investments which are at the same time being acquired or
disposed of for the account of the Portfolio. The Adviser will
have no obligation to acquire for the Portfolio a position in any
investment which the Adviser, its officers, affiliates or
employees may acquire for its or their own accounts or for the
account of another client, if in the sole discretion of the
Adviser, it is not feasible or desirable to acquire a position in
such investment for the account of the Portfolio. The Adviser
represents that it has adopted a code of ethics governing
personal trading that complies in all material respects with the
recommendations contained in the Investment Company
Institute "Report of the Advisory Group on Personal
Investing," dated May 9, 1994, and the Adviser agrees to
furnish a copy of such code of ethics to the Directors of the
Fund.
(e) If the purchase or sale of securities consistent with
the investment policies of the Portfolio and one or more other
clients serviced by the Adviser is considered at or about the
same time, transactions in such securities will be allocated
among the Portfolio and clients in a manner deemed fair and
reasonable by the Adviser. Although there is no specified
formula for allocating such transactions, the various allocation
methods used by the Adviser, and the results of such
allocations, are subject to periodic review by the Board.
3. Expenses. The Adviser shall pay all of its
expenses arising from the performance of its obligations under
this Agreement including fees payable to the Sub-Adviser, if
appointed, for the purpose of managing the Portfolio, and shall
pay any salaries, fees and expenses of the Directors and officers
of the Fund who are employees of the Adviser or its affiliates.
Except as provided below, the Adviser shall not be required to
pay any other expenses of the Fund, (including out-of-pocket
expenses, but not including the Adviser's overhead or employee
costs), including without limitation, organization expenses of
the Fund; brokerage commissions; maintenance of books and
records which are required to be maintained by the Fund's
custodian or other agents of the Fund; telephone, telex,
facsimile, postage and other communications expenses;
expenses relating to investor and public relations; freight,
insurance and other charges in connection with the shipment of
the Fund's portfolio securities; indemnification of Directors and
officers of the Fund; travel expenses (or an appropriate portion
thereof) of Directors and officers of the Fund who are
directors, officers or employees of the Adviser to the extent
that such expenses relate to attendance at meetings of the
Board of Directors of the Fund or any committee thereof or
advisors thereto held outside of New York, New York;
interest, fees and expenses of independent attorneys, auditors,
custodians, accounting agents, transfer agents, dividend
disbursing agents and registrars; payment for portfolio pricing
or valuation service to pricing agents, accountants, bankers and
other specialists, if any; taxes and government fees; cost of
stock certificates and any other expenses (including clerical
expenses) of issue, sale, repurchase or redemption of shares;
expenses of registering and qualifying shares of the Fund under
Federal and state laws and regulations; expenses of printing and
distributing reports, notices, dividends and proxy materials to
existing stockholders; expenses of printing and filing reports
and other documents filed with governmental agencies,
expenses of printing and distributing prospectuses; expenses of
annual and special stockholders' meetings; costs of stationery,
fees and expenses (specifically including travel expenses
relating to Fund business) of Directors of the Fund who are not
employees of the Adviser or its affiliates; membership dues in
the Investment Company Institute; insurance premiums and
extraordinary expenses such as litigation expenses.
4. Compensation. (a) As compensation for the
services performed and the facilities and personnel provided by
the Adviser pursuant to this Agreement, the Fund will pay to
the Adviser promptly by the tenth of each month following the
relevant month, a fee, calculated on each day during such
relevant month, at an annual rate of 0.75% of the Portfolio's
average daily net assets.
(b) If the Adviser shall serve hereunder for less than
the whole of any month, the fee payable hereunder shall be
prorated.
(c) For purposes of this Section 4, the "average daily
net assets" of the Portfolio shall mean the average of the values
placed on the Portfolio's net assets on each day pursuant to the
applicable provisions of the Fund's Registration Statement, as
amended.
5. Purchase and Sale of Securities. The
Adviser and/or the Sub-Adviser, if any, shall purchase
securities from or through and sell securities to or through such
persons, brokers or dealers as the Adviser and/or Sub-Adviser
shall deem appropriate in order to carry out the policy with
respect to the allocation of portfolio transactions as set forth in
the Registration Statement of the Fund, as amended, or as the
Board may direct from time to time. The Adviser and/or Sub-
Adviser will use its reasonable best efforts to execute all
purchases and sales with dealers and banks on a best net price
basis. Neither the Adviser nor any of its officers, affiliates, or
employees will act as principal or receive any compensation
from the Portfolio in connection with the purchase or sale of
investments for the Portfolio other than the fee referred to in
Paragraph 4 hereof.
6. Term of Agreement. This Agreement shall
continue in full force and effect until two years from the date
hereof, and will continue in effect from year to year thereafter if
such continuance is approved in the manner required by the
Act, provided that this Agreement is not otherwise terminated.
The Adviser may terminate this Agreement at any time,
without payment of penalty, upon 60 days' written notice to the
Fund. The Fund may terminate this Agreement with respect to
the Portfolio at any time, without payment of penalty, on 60
days' written notice to the Adviser by vote of either the
majority of the non-interested members of the Board or a
majority of the outstanding stockholders of the Portfolio. This
Agreement will automatically terminate in the event of its
assignment (as defined by the Act).
7. Miscellaneous. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to
require or to impose any duty upon either of the parties to do
anything in violation of any applicable laws or regulations.
8. Right of Adviser In Corporate Name. The
Adviser and the Fund each agree that the phrase "AMT
Capital", which comprises a component of the Fund's corporate
name, is a property right of the Adviser. The Fund agrees and
consents that (i) it will only use the phrase "AMT Capital" as a
component of its corporate name and for no other purpose; (ii)
it will not purport to grant to any third party the right to use the
phrase "AMT Capital" for any purpose; (iii) the Adviser or any
corporate affiliate of the Adviser may use or grant to others the
right to use the phrase "AMT Capital" or any combination or
abbreviation thereof, as all or a portion of a corporate or
business name or for any commercial purpose, including a
grant of such right to any other investment company, and at the
request of the Adviser, the Fund will take such action as may
be required to provide its consent to such use or grant; and (iv)
upon the termination of any investment advisory agreement
into which the Adviser and the Fund may enter, the Fund shall,
upon request by the Adviser, promptly take such action, at its
own expense, as may be necessary to change its corporate
name to one not containing the phrase "AMT Capital" and
following such a change, shall not use the phrase "AMT
Capital" or any combination thereof, as part of its corporate
name or for any other commercial purpose, and shall use its
best efforts to cause its officers, directors and stockholders to
take any and all actions which the Adviser may request to
effect the foregoing and recovery to the Adviser any and all
rights to such phrase.
IN WITNESS WHEREOF, the Fund and the Adviser
have caused this Agreement to be executed by their duly
authorized officers as of the date first written above.
ATTEST AMT CAPITAL FUND, INC.
By:_______________________ By:_______________________
Xxxxx X. Xxxxxxx, Assistant Treasurer Xxxxxxx X. Xxxxxxxxx, Treasurer
ATTEST AMT CAPITAL ADVISERS, INC.
By:_______________________ By:_______________________
Xxxx X. Xxxxxx, President
