Exhibit (d)(1)(k)
XXXXXXX X. XXXXXXXXX FUND, INC.
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT, dated as of October 2, 2000 between XXXXXXX X.
XXXXXXXXX FUND, INC., a Maryland Corporation, (the "Fund"), on behalf of the
Xxxxxxxxx Government Short Duration Portfolio, the Xxxxxxxxx Short Duration Plus
Portfolio, the Xxxxxxxxx Intermediate Duration Portfolio, the Xxxxxxxxx
Diversified Municipal Portfolio, the Xxxxxxxxx California Municipal Portfolio,
the Xxxxxxxxx New York Municipal Portfolio, the Xxxxxxxxx Short Duration
Diversified Municipal Portfolio, the Xxxxxxxxx Short Duration California
Municipal Portfolio, the Xxxxxxxxx Short Duration New York Municipal Portfolio,
the Xxxxxxxxx Tax-Managed International Value Portfolio, the Xxxxxxxxx
International Value Portfolio II, and the Xxxxxxxxx Emerging Markets Value
Portfolio (the "Portfolios") and ALLIANCE CAPITAL MANAGEMENT L.P., a Delaware
Limited Partnership (the "Adviser" or "Alliance").
In consideration of the mutual agreements herein made, the parties
hereto agree as follows:
1. Duties of the Adviser. The Adviser shall manage the investment
operations of the Portfolios and the Fund including, but not limited to,
continuously providing the Portfolios with investment management, including
investment research, advice and supervision, determining which securities or
other investments including, but not limited to, debt and equity securities,
options, and futures and options on futures, shall be purchased or sold by the
Portfolios, making purchases and sales of securities and such other investments
on behalf of the Portfolios and determining how voting and other rights with
respect to securities and other investments owned by the Fund on behalf of the
Portfolios shall be exercised, subject in each case to oversight by the Board of
Directors of the Fund (the "Directors" or the "Board") and in accordance with
the investment objectives and policies of the Fund and of the Portfolios set
forth in the Registration Statement and the current Prospectus and Statement of
Additional Information relating to the Fund or the Portfolio, as amended from
time to time, the requirements of the Investment Company Act of 1940, as amended
(the "Act") and other applicable law. The Fund understands that the Adviser may
also act as the investment manager to other persons or entities, including other
investment companies.
2. Limitation of Liability. Subject to Section 36 of the Act, the
Adviser and the directors, officers and employees of the Adviser, shall not be
liable to the Fund or the Portfolios for any error of judgment or mistake of law
or for any loss arising out of any investment or the performance or
non-performance of duties under this Agreement, except for willful misfeasance,
bad faith or gross negligence in the performance of, or by reason of reckless
disregard of, obligations and duties under this Agreement.
3. Indemnification. The Fund, on behalf of the Portfolio, shall
indemnify and hold harmless the Adviser and the directors, officers, and
employees of the Adviser, against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damage or expenses and reasonable counsel fees incurred in
connection therewith) arising out of the performance or non-performance of any
duties under this Agreement, provided, however, that nothing herein shall be
deemed to protect the Adviser or any director, officer or employee thereof
against any liability to the Fund or its stockholders, to which the Adviser or
any director, officer or employee thereof would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of
duties or by reason of reckless disregard of obligations and duties under this
Agreement.
4. Expenses. The Adviser shall pay all of its expenses arising from the
performance of its obligations under Section 1 of this Agreement and shall pay
any salaries, fees and expenses of the Directors who are employees of the
Adviser. The Adviser shall not be required to pay any other expenses of the Fund
or a Portfolio, including (a) the fees payable to Alliance under this Agreement
and the Shareholder Servicing and Administrative Agreement; (b) the fees and
expenses of Directors who are not affiliated with Alliance; (c) the fees and
expenses of the Custodian and Transfer Agent including but not limited to fees
and expenses relating to Fund accounting, pricing of the Portfolios' shares, and
computation of net asset value; (d) the fees and expenses of calculating yield
and/or performance of the Portfolios; (e) the charges and expenses of legal
counsel and independent accountants; (f) all taxes and corporate fees payable to
governmental agencies; (g) the fees of any trade association of which the Fund
is a member; (h) reimbursement of the Portfolios' share of the organization
expenses of the Portfolios or the Fund; (i) the fees and expenses involved in
registering and maintaining registration of the Fund and the shares of the
Portfolios with the Securities and Exchange Commission, registering the Fund as
a broker or dealer and qualifying the shares of the Portfolios under state
securities laws, including the preparation and printing of the registration
statements and prospectuses for such purposes, allocable communications expenses
with respect to investor services, all expenses of shareholders' and Board of
Directors' meetings and preparing, printing and mailing proxies, prospectuses
and reports to shareholders; (j) brokers' commissions, dealers' xxxx-ups and any
issue or transfer taxes chargeable in connection with the Portfolios'
transactions; (k) the cost of stock certificates representing shares of the
Portfolios; (l) insurance expenses, including, but not limited to, the cost of a
fidelity bond, directors and officers insurance and errors and omissions
insurance; and (m) litigation and indemnification expenses, expenses incurred in
connection with mergers, and other extraordinary expenses not incurred in the
ordinary course of the Portfolios' business.
5. Compensation.
(a) As compensation for the services performed and the facilities and
personnel provided by the Adviser pursuant to Section 1 of this Agreement, the
Fund, on behalf of the Xxxxxxxxx Government Short Duration Portfolio, the
Xxxxxxxxx Short Duration Plus Portfolio, the Xxxxxxxxx Intermediate Duration
Portfolio, the Xxxxxxxxx Diversified Municipal Portfolio, the Xxxxxxxxx
California Municipal Portfolio, and the Xxxxxxxxx New York Municipal Portfolio,
will pay the Adviser, promptly after the end of each month:
2
1. A fee assessed at an annual rate of .50 of 1% of the amount of each
Portfolio's average daily net assets that is up to, but not
exceeding, $1,000,000,000; and
2. A fee assessed at an annual rate of .45 of 1% of the amount of each
Portfolio's average daily net assets that exceeds $1,000,000,000.
If the Adviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
(b) As compensation for the services performed and the facilities and
personnel provided by the Adviser pursuant to Section 1 of this Agreement, the
Fund, on behalf of the Xxxxxxxxx Short Duration Diversified Municipal Portfolio,
the Xxxxxxxxx Short Duration California Municipal Portfolio, and the Xxxxxxxxx
Short Duration New York Municipal Portfolio, will pay the Adviser, promptly
after the end of each month a fee assessed at an annual rate of .50 of 1% of the
average daily net assets of each Portfolio during the month. If the Adviser
shall serve hereunder for less than the whole of any month, the fee hereunder
shall be prorated.
(c) As compensation for the services performed and the facilities and
personnel provided by the Adviser pursuant to Section 1 of this Agreement, the
Fund, on behalf of the Xxxxxxxxx Tax-Managed International Value Portfolio, and
the Xxxxxxxxx International Value Portfolio II, will pay the Adviser, promptly
after the end of each month:
1. A fee assessed at an annual rate of 1% of the Portfolio's average
daily net assets that is up to, but not exceeding, $1,000,000,000;
2. A fee assessed at an annual rate of .90 of 1% of the amount of the
Portfolio's average daily net assets that is in excess of
$1,000,000,000 up to, but not exceeding, $4,000,000,000;
3. A fee assessed at an annual rate of .875 of 1% of the amount of the
Portfolio's average daily net assets that is in excess of
$4,000,000,000 up to, but not exceeding $6,000,000,000; and
4. A fee assessed at an annual rate of .85 of 1% of the amount of the
Portfolio's average daily net assets that exceeds $6,000,000,000.
If the Adviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
(d) As compensation for the services performed and the facilities and
personnel provided by the Adviser pursuant to Section 1 of this Agreement, the
Fund, on behalf of the Xxxxxxxxx Emerging Markets Value Portfolio, will pay to
the Adviser, promptly after the end of each month, a fee assessed at an annual
rate of 1.25% of the average daily net assets of the Portfolio during the month.
If the Adviser shall serve hereunder for less than the whole of any month, the
fee hereunder shall be prorated.
3
6. Purchase and Sale of Securities. The Adviser shall purchase
securities from or through and sell securities to or through such persons,
brokers, or dealers as the Adviser shall deem appropriate in order to carry out
the policy with respect to portfolio transactions as set forth in the
Registration Statement and the current Prospectus or Statement of Additional
Information covering the respective Portfolios, as amended from time to time, or
as the Directors may direct from time to time. Nothing herein shall prohibit the
Directors from approving the payment by the Fund of additional compensation to
others for consulting services, supplemental research and security and economic
analysis.
7. Term of Agreement. This Agreement shall continue in effect with
respect to any Portfolio for a period of more than two years from the date
hereof only so long as such continuance is specifically approved at least
annually in conformity with the requirements of the Act with regard to
investment advisory contracts; provided, however, that this Agreement may be
terminated at any time without the payment of any penalty, on behalf of any or
all of the Portfolios, by the Fund, by the Board or, with respect to any
Portfolio, by vote of a majority of the outstanding voting securities (as
defined in the Act) of any Portfolio, or by the Adviser on not more than 60
days' nor less than 30 days' written notice to the other party. This Agreement
shall terminate automatically in the event of its assignment (as defined in the
Act).
8. Miscellaneous. The Fund hereby agrees that if at any time the
Adviser shall cease to act as investment adviser to any Portfolio or to the
Fund, at the request of the Adviser (or its successor) the Fund shall take all
steps necessary under law to change its corporate name to delete the reference
to Xxxxxxx X. Xxxxxxxxx or to delete the reference to Xxxxxxxxx from the name of
the Portfolio, and shall thereafter refrain from using such name with reference
to any such Portfolio and, if applicable, the Fund.
This Agreement contains the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof. 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.
IN WITNESS WHEREOF, the Fund, on behalf of the Portfolios, and the
Adviser have caused this Agreement to be executed by their duly authorized
officers as of the date first above written.
XXXXXXX X. XXXXXXXXX FUND, INC.
By: s/Xxxxx Xxxxxx, President
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation, General Partner
s/Xxxx X. Xxxxxx, Assistant Secretary
4
