INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
X. XXXX PRICE GROWTH & INCOME FUND, INC.
AND
X. XXXX PRICE ASSOCIATES, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of May 1, 1995, by and between X.
XXXX PRICE GROWTH & INCOME FUND, INC., a Maryland corporation (hereinafter
called the "Fund"), and X. XXXX PRICE ASSOCIATES, INC., a corporation organized
and existing under the laws of the State of Maryland (hereinafter called the
"Manager").
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as an open-end management
investment company and is registered as such under the federal Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Manager is engaged principally in the business of rendering
investment supervisory services and is registered as an investment adviser under
the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment supervisory
services to the Fund in the manner and on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. DUTIES AND RESPONSIBILITIES OF MANAGER.
A. INVESTMENT MANAGEMENT SERVICES. The Manager shall act as investment
manager and shall supervise and direct the investments
of the Fund in accordance with the Fund's investment objectives, program and
restrictions as provided in its prospectus, as amended from time to time, and
such other limitations as the Fund may impose by notice in writing to the
Manager. The Manager shall obtain and evaluate such information relating to the
economy, industries, businesses, securities markets and securities as it may
deem necessary or useful in the discharge of its obligations hereunder and shall
formulate and implement a continuing program for the management of the assets
and resources of the Fund in a manner consistent with its investment objectives.
In furtherance of this duty, the Manager, as agent and attorney-in-fact with
respect to the Fund, is authorized, in its discretion and without prior
consultation with the Fund, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade in
any stocks, bonds, and other securities or assets; and
(ii) place orders and negotiate the commissions (if any) for the
execution of transactions in securities with or through such brokers,
dealers, underwriters or issuers as the Manager may select.
B.
FINANCIAL, ACCOUNTING, AND ADMINISTRATIVE SERVICES. The Manager shall maintain
the corporate existence and corporate records of the Fund; maintain the
registrations and qualifications of Fund shares under federal and state law;
monitor the financial, accounting, and administrative functions of the Fund;
maintain liaison with the various agents employed by the Fund (including the
Fund's transfer agent, custodian, independent accountants and legal counsel) and
assist in the coordination of their activities on behalf of the Fund.
C. REPORTS TO FUND. The Manager shall furnish to or place at the
disposal of the Fund such information, reports, evaluations, analyses and
opinions as the Fund may, at any time or from time to time, reasonably request
or as the Manager may deem helpful to the Fund.
D. REPORTS AND OTHER COMMUNICATIONS TO FUND SHAREHOLDERS. The
Manager shall assist the Fund in developing all general shareholder
communications, including regular shareholder reports.
E. FUND PERSONNEL. The Manager agrees to permit individuals who are
officers or employees of the Manager to serve (if duly elected or appointed) as
officers, directors, members of any committee of directors, members of any
advisory board, or members of any other committee of the Fund, without
remuneration from or other cost to the Fund.
F. PERSONNEL, OFFICE SPACE, AND FACILITIES OF MANAGER. The Manager
at its own expense shall furnish or provide and pay the cost of such office
space, office equipment, office personnel, and office services as the Manager
requires in the performance of its investment advisory and other obligations
under this Agreement.
2. ALLOCATION OF EXPENSES.
A. EXPENSES PAID BY MANAGER.
(1) SALARIES AND FEES OF OFFICERS. The Manager shall pay all
salaries, expenses, and fees of the officers and directors of the Fund
who are affiliated with the Manager.
(2) ASSUMPTION OF FUND EXPENSES BY MANAGER. The payment or
assumption by the Manager of any expense of the Fund that the Manager is
not required by this Agreement to pay or assume shall not obligate the
Manager to pay or assume the same or any similar expense of the Fund on
any subsequent occasion.
B. EXPENSES PAID BY FUND. The Fund shall bear all expenses of its
organization, operations, and business not specifically assumed or agreed to be
paid by the Manager as provided in this Agreement. In particular, but without
limiting the generality of the foregoing, the Fund shall pay:
(1) CUSTODY AND ACCOUNTING SERVICES. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the Fund's
cash, securities, and other property, including all charges of
depositories, custodians, and other agents, if any;
(2) SHAREHOLDER SERVICING. All expenses of maintaining and
servicing shareholder accounts, including all charges of the Fund's
transfer, shareholder recordkeeping, dividend disbursing, redemption, and
other agents, if any;
(3) SHAREHOLDER COMMUNICATIONS. All expenses of preparing,
setting in type, printing, and distributing reports and other
communications to shareholders;
(4) SHAREHOLDER MEETINGS. All expenses incidental to holding
meetings of Fund shareholders, including the printing of notices and
proxy material, and proxy solicitation therefore;
(5) PROSPECTUSES. All expenses of preparing, setting in type,
and printing of annual or more frequent revisions of the Fund's
prospectus and of mailing them to shareholders;
(6) PRICING. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or services used for
obtaining price quotations;
(7) COMMUNICATION EQUIPMENT. All charges for equipment or
services used for communication between the Manager or the Fund and the
custodian, transfer agent or any other agent selected by the Fund;
(8) LEGAL AND ACCOUNTING FEES AND EXPENSES. All charges for
services and expenses of the Fund's legal counsel and independent
auditors;
(9) DIRECTORS' FEES AND EXPENSES. All compensation of directors,
other than those affiliated with the Manager, and all expenses incurred
in connection with their service;
(10) FEDERAL REGISTRATION FEES. All fees and expenses of registering and
maintaining the registration of the Fund under the Act and the
registration of the Fund's shares under the Securities Act of 1933, as
amended (the "'33 Act"), including all fees and expenses incurred in
connection with the preparation, setting in type, printing, and filing of
any registration statement and prospectus under the '33 Act
or the Act, and any amendments or supplements that may be made from time
to time;
(11) STATE REGISTRATION FEES. All fees and expenses of
qualifying and maintaining qualification of the Fund and of the Fund's
shares for sale under securities laws of various states or jurisdictions,
and of registration and qualification of the Fund under all other laws
applicable to the Fund or its business activities (including registering
the Fund as a broker-dealer, or any officer of the Fund or any person as
agent or salesman of the Fund in any state);
(12) ISSUE AND REDEMPTION OF FUND SHARES. All expenses incurred
in connection with the issue, redemption, and transfer of Fund shares,
including the expense of confirming all share transactions, and of
preparing and transmitting the Fund's stock certificates;
(13) BONDING AND INSURANCE. All expenses of bond, liability, and
other insurance coverage required by law or deemed advisable by the
Fund's board of directors;
(14) BROKERAGE COMMISSIONS. All brokers' commissions and other
charges incident to the purchase, sale, or lending of the Fund's
portfolio securities;
(15) TAXES. All taxes or governmental fees payable by or with
respect of the Fund to federal, state, or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes;
(16) TRADE ASSOCIATION FEES. All fees, dues, and other expenses
incurred in connection with the Fund's membership in any trade
association or other investment organization; and
(17) NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring
expenses as may arise, including the costs of actions, suits, or
proceedings to which the Fund is a party and the expenses the Fund may
incur as a result of its legal obligation to provide indemnification to
its officers, directors, and agents.
3.
MANAGEMENT FEE. The Fund shall pay the Manager a fee ("Fee") which will consist
of two components: a Group Management Fee ("Group Fee") and an Individual Fund
Fee ("Fund Fee"). The Fee shall be paid monthly to the Manager on the first
business day of the next succeeding calendar month and shall be calculated as
follows:
A.
GROUP FEE. The monthly Group Fee ("Monthly Group Fee") shall be the sum of the
daily Group Fee accruals ("Daily Group Fee Accruals") for each month. The Daily
Group Fee Accrual for any particular day will be computed by multiplying the
Price Funds' group fee accrual as determined below ("Daily Price Funds' Group
Fee Accrual") by the ratio of the Fund's net assets for that day to the sum of
the aggregate net assets of the Price Funds for that day. The Daily Price
Funds' Group Fee Accrual for any particular day shall be calculated by
multiplying the fraction of one (1) over the number of calendar days in the year
by the annualized Daily Price Funds' Group Fee Accrual for that day as
determined in accordance with the following schedule:
Price Funds' Annual Group
Base Fee Rate for Each Level of Assets
_____________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Next $10 billion
0.310% Thereafter
The Price Funds shall include all the mutual funds distributed by X. Xxxx
Price Investment Services, Inc., excluding institutional or private label mutual
funds. For the purpose of calculating the Daily Price Funds' Group Fee Accrual
for any particular day, the net assets of each Price Fund shall be determined in
accordance with the Fund's prospectus as of the close of business on the
previous business day on which the Fund was open for business.
B.
FUND FEE. The monthly Fund Fee ("Monthly Fund Fee") shall be the sum of the
daily Fund Fee accruals ("Daily Fund Fee Accruals") for each month. The Daily
Fund Fee Accrual for any particular day will be computed by multiplying the
fraction of one (1) over the number of calendar days in the year by the Fund Fee
Rate of 0.25% and multiplying this product by the net assets of the Fund for
that day, as determined in accordance with the Fund's prospectus as of the close
of business on the previous business day on which the Fund was open for
business.
C. EXPENSE LIMITATION. It is understood that the expenses of the Fund will
not exceed any expense limitation prescribed by any state in which the Fund's
shares are qualified for sale ("State Expense Limit"). Any Management Fees not
paid or expenses assumed by the Manager pursuant to a State Expense Limit shall
be subject to reimbursement provided that no such reimbursement shall be made
more than two years after the fiscal year in which such fees were not paid or
expenses assumed.
D.
PRORATION OF FEE. If this Agreement becomes effective or terminates before the
end of any month, the Fee for the period from the effective date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
4.
BROKERAGE. Subject to the approval of the Board of Directors of the Fund, the
Manager, in carrying out its duties under Paragraph 1.A., may cause the Fund to
pay a broker-dealer which furnishes brokerage or research services [as such
services are defined under Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "'34 Act")], a higher commission than that which might be
charged by another broker-dealer which does not furnish brokerage or research
services or which furnishes brokerage or research services deemed to be of
lesser value, if such commission is deemed reasonable in relation to the
brokerage and research services provided by the broker-dealer, viewed in terms
of either that particular transaction or the overall responsibilities of the
Manager with respect to the accounts as to which it exercises investment
discretion (as such term is defined under Section 3(a)(35) of the '34 Act).
5.
MANAGER'S USE OF THE SERVICES OF OTHERS. The Manager may (at its cost except as
contemplated by Paragraph 4 of this Agreement) employ, retain or otherwise avail
itself of the services or facilities of other persons or organizations for the
purpose of providing the Manager or the Fund with such statistical and other
factual information, such advice regarding economic factors and trends, such
advice as to occasional transactions in specific securities or such other
information, advice or assistance as the Manager may deem necessary, appropriate
or convenient for the discharge of its obligations hereunder or otherwise
helpful to the Fund, or in the discharge of Manager's overall responsibilities
with respect to the other accounts which it serves as investment manager.
6.
OWNERSHIP OF RECORDS. All records required to be maintained and preserved by
the Fund pursuant to the provisions of rules or regulations of the Securities
and Exchange Commission under Section 31(a) of the Act and maintained and
preserved by the Manager on behalf of the Fund are the property of the Fund and
will be surrendered by the Manager promptly on request by the Fund.
7.
REPORTS TO MANAGER. The Fund shall furnish or otherwise make available to the
Manager such prospectuses, financial statements, proxy statements, reports, and
other information relating to the business and affairs of the Fund as the
Manager may, at any time or from time to time, reasonably require in order to
discharge its obligations under this Agreement.
8.
SERVICES TO OTHER CLIENTS. Nothing herein contained shall limit the freedom of
the Manager or any affiliated person of the Manager to render investment
supervisory and corporate administrative services to other investment companies,
to act as investment manager or investment counselor to other persons, firms or
corporations, or to engage in other business activities; but so long as this
Agreement or any extension, renewal or amendment hereof shall remain in effect
or until the Manager shall otherwise consent, the Manager shall be the only
investment manager to the Fund.
9.LIMITATION OF LIABILITY OF MANAGER. Neither the Manager nor any of its
officers, directors, or employees, nor any person performing executive,
administrative, trading, or other functions for the Fund (at the direction or
request of the Manager) or the Manager in connection with the Manager's
discharge of its obligations
undertaken or reasonably assumed with respect to this Agreement, shall 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, except for loss
resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Fund or from reckless
disregard by the Manager or any such person of the duties of the Manager under
this Agreement.
10. USE OF MANAGER'S NAME. The Fund may use the name "X. Xxxx Price Growth
& Income Fund, Inc." or any other name derived from the name "X. Xxxx Price"
only for so long as this Agreement or any extension, renewal or amendment hereof
remains in effect, including any similar agreement with any organization which
shall have succeeded to the business of the Manager as investment manager. At
such time as this Agreement or any extension, renewal or amendment hereof, or
such other similar agreement shall no longer be in effect, the Fund will (by
corporate action, if necessary) cease to use any name derived from the name "X.
Xxxx Price," any name similar thereto or any other name indicating that it is
advised by or otherwise connected with the Manager, or with any organization
which shall have succeeded to the Manager's business as investment manager.
11. TERM OF AGREEMENT. The term of this Agreement shall begin on the date
first above written, and unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect through April 30, 1996. Thereafter, this
Agreement shall continue in effect from year to year, subject to the termination
provisions and all other terms and conditions hereof, so long as: (a) such
continuation shall be specifically approved at least annually by the Board of
Directors of the Fund or by vote of a majority of the outstanding voting
securities of the Fund and, concurrently with such approval by the Board of
Directors or prior to such approval by the holders of the outstanding voting
securities of the Fund, as the case may be, by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of the
directors of the Fund who are not parties to this Agreement or interested
persons of any such party; and (b) the Manager shall not have notified the Fund,
in writing, at least 60 days prior to April 30, 1996 or prior to April 30th of
any year thereafter, that it does not desire such continuation. The Manager
shall furnish to the Fund, promptly upon its request, such information as may
reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
hereof.
12. AMENDMENT AND ASSIGNMENT OF AGREEMENT. This Agreement may not be
amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. TERMINATION OF AGREEMENT. This Agreement may be terminated by either
party hereto, without the payment of any penalty, upon 60 days' prior notice in
writing to the other party; provided, that in the case of termination by the
Fund such action shall have been authorized by resolution of a majority of the
directors of the Fund who are not parties to this Agreement or interested
persons of any such party, or by vote of a majority of the outstanding voting
securities of the Fund.
14. MISCELLANEOUS.
A.
CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
B.
INTERPRETATION. Nothing herein contained shall be deemed to require the Fund to
take any action contrary to its Articles of Incorporation or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Board of Directors of the Fund
of its responsibility for and control of the conduct of the affairs of the Fund.
C.
DEFINITIONS. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Act shall be resolved by reference to such term or provision of the Act
and to interpretations thereof, if any, by the United States courts or, in the
absence of any controlling decision of any such court, by rules, regulations or
orders of the Securities and Exchange Commission validly issued pursuant to the
Act. Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 10, 11, and
12 hereof, shall have the meanings assigned to them by Section 2(a) of the Act.
In addition, where the effect of a requirement of the Act reflected in any
provision of this Agreement is relaxed by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
seals to be hereunto affixed, as of the day and year first above written.
Attest: X. XXXX PRICE GROWTH & INCOME FUND, INC.
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxxx X. Xxxxxx
______________________ By: _______________________________
Xxxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
Assistant Secretary President
Attest: X. XXXX PRICE ASSOCIATES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
______________________ By: _______________________________
Xxxxxxx X. Xxx Xxxx Xxxxx X. Xxxxxxx
Assistant Secretary Managing Director
