Exhibit 24(b)(5)
ASM INDEX 30 FUND, INC.
MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of November, 1997, by and between ASM INDEX 30
FUND, INC. (the "Fund'), a Maryland corporation, and VECTOR INDEX ADVISORS, INC.
(the "Manager"), a Florida corporation.
WITNESSETH:
In consideration of the mutual promises and agreements herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is hereby agreed by and between the parties hereto as
follows:
1. In General.
The Fund hereby appoints the Manager to act as investment adviser. The
Manager agrees, all as more fully set forth herein, to provide
professional investment management with respect to the investment of the
assets of the Fund and to supervise and arrange the purchase and sale of
securities held in the portfolio of the Fund and generally administer the
affairs of the Fund.
2. Duties and Obligations of the Manager with respect to Management of the
Fund.
(a)Subject to the succeeding provisions of this section and subject to the
direction and control of the Board of Directors of the Fund, the
Manager shall:
(i) Decide what securities shall be purchased or sold
by the Fund and when; and
(ii) Arrange for the purchase and sale of securities held in the
portfolio of the Fund by placing purchase and sale orders for the
Fund.
(b)Any investment purchases or sales made by the Manager shall at all
times conform to, and be in accordance with, any requirements imposed
by:
(1) the provisions of the Act and of any rules or regulations in
force thereunder;
(2) any other applicable provisions of law;
(3) the provisions of the Articles of Incorporation and By-Laws of
the Fund as amended from time to time;
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(4) any policies and determinations of the Board of
Directors of the Fund; and (5) the fundamental
policies of the Fund, as reflected in its
registration statement under the Act, or as amended
by the shareholders of the Fund.
(c)The Manager shall also administer the affairs of the Fund and, in
connection therewith, shall be responsible for (i) maintaining the
Fund's books and records,(other than financial or accounting books and
records maintained by the Fund's custodian or transfer agent); (ii)
overseeing the Fund's insurance relationships; (iii) preparing for the
Fund (or assisting counsel and/or auditors in the preparation of) all
required tax returns, proxy statements and reports to the Fund's
shareholders and Directors and reports to and other filings with the
Securities and Exchange Commission and any other governmental agency
(the Fund agreeing to supply or cause to be supplied to the Manager all
necessary financial and other information in connection with the
foregoing); (iv) preparing such applications and reports as may be
necessary to register or maintain the Fund's registration and/or the
registration of the shares of the Fund under the securities or "blue
sky" laws of the various states selected by the Fund's Distributor (the
Fund agreeing to pay all filing fees or other similar fees in
connection therewith); (v) responding to all inquiries or other
communications of shareholders, if any, which are directed to the
Manager, or if any such inquiry or communication is more properly to be
responded to by the Fund's custodian, transfer agent or accounting
services agent, overseeing their response thereto; (vi) overseeing all
relationships between the Fund and its custodian(s), transfer agent(s)
and accounting services agent(s), including the negotiation of
agreements and the supervision of the performance of such agreements;
and (vii) authorizing and directing any of the Manager's directors,
officers and employees who may be elected as Directors or officers of
the Fund to serve in the capacities in which they are elected. All
services to be furnished by the Manager under this Agreement may be
furnished through the medium of any such directors, officers or
employees of the Manager.
(d)The Manager shall give the Fund the benefit of its best judgment and
effort in rendering services hereunder. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties ("disabling conduct") hereunder on the part of
the Manager (and its officers, directors, agents, employees,
controlling persons, shareholders and any other persons or entity
affiliated with the Manager) the Manager shall not be subject to
liability to the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with rendering services
hereunder, including without limitation, any error of judgment or
mistake of law or for any loss suffered by any of them in connection
with the matters to which this Agreement related, except to the extent
specified in Section 36(b) of the Act concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation
for services. Except for such disabling conduct, the Fund shall
indemnify the Manager (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity
affiliated with the Manager) from any liability arising from the
Manager's conduct under this Agreement to the extent permitted by the
Articles of Incorporation and applicable law.
(e)Nothing in this Agreement shall prevent the Manager or any affiliated
person (as defined in the Act) of the Manager from acting as investment
adviser or manager
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and/or principal underwriter for any other person, firm or corporation
and shall not in any way limit or restrict the Manager or any such
affiliated person from buying, selling or trading any securities for
its or their own accounts or the accounts of others for whom it or they
my be acting, provided, however, that the Manager expressly represents
that it will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations to the Fund under
this Agreement.
(f)It is agreed that the Manager shall have no responsibility or liability
for the accuracy or completeness of the Fund's Registration Statement
under the Act or the Securities Act of 1933 except for information
supplied by the Manager for inclusion therein.
3. Broker-Dealer Relationships.
In connection with its duties set forth in Section 2(a)
(ii) of this Agreement to arrange for the purchase and the sale of
securities held by the Fund by placing purchase and sale orders for the
Fund, the Manager shall select such broker--dealers ("brokers") as
shall, in the Manager's judgment, implement the policy of the Fund to
achieve "best execution", i.e., prompt and efficient execution at the
most favorable securities price. In making such selection, the Manager
is authorized to consider the reliability, integrity and financial
condition of the broker. The Manager is also authorized to consider
whether the broker provides brokerage and/or research services to the
Fund and/or other accounts of the Manager. The commissions paid to such
brokers, may be higher than another broker would have charged if a good
faith determination is made by the Manager that the commission is
reasonable in relation to the services provided, viewed in terms of
either that particular transaction or the Manager's overall
responsibilities as to the accounts as to which it exercises investment
discretion.
The Manager shall use its judgment in determining that the amount of
commissions paid are reasonable in relation to the value of brokerage
and research services provided and need not place or attempt to place a
specific dollar value on such services or on the portion of commission
rates reflecting such services or on the portion of commission rates
reflecting such services. To demonstrate that such determinations were
in good faith, and to show the overall reasonableness of commissions
paid, the Manager shall be prepared to show that commissions paid (i)
were for purposes contemplated by this Agreement; (ii) provide lawful
and appropriate assistance to the Manager in the performance of its
decision-making responsibilities; and (iii) were within a reasonable
range as compared to the rates charged by qualified brokers to other
institutional investors as such rates may become known from available
information. The Fund recognizes that, on any particular transaction, a
higher than usual commission may be paid due to the difficulty of the
transaction in question. The Manager also is authorized to consider
sales of shares as a factor in the selection of brokers to execute
brokerage and principal transaction, subject to the requirements of
"best execution", as defined above.
4. Allocation of Expenses.
The Manager agrees that it will furnish the Fund, at the Manager's
expense, with all office space and facilities, and equipment and
clerical personnel necessary for carrying out its duties
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under this Agreement. The Manager will also pay all compensation of all
Directors, officers and employees of the Fund who are affiliated
persons of the Manager. All costs and expenses not expressly assumed by
the manager under this agreement shall be paid by the Fund, including,
but not limited to (i) interest and taxes; (ii) brokerage commissions;
(iii) insurance premiums; (iv) compensation and expenses of its
Directors other than those affiliated with the Manager; (v) legal and
audit expenses; (vi) fees and expenses of the Fund's custodian,
shareholder servicing or transfer agent and accounting services agent;
(vii) expenses incident to the issuance of its shares, including stock
certificates and issuance of shares on the payment of, or reinvestment
of, dividends; (viii) fees and expenses incident to the registration or
qualification under Federal or state securities laws of the Fund or its
shares; (ix) expenses of preparing, printing and mailing reports,
notices, proxy material and prospectuses to shareholders of the Fund;
(x) all other expenses incidental to holding meeting of the Fund's
shareholders; (xi) dues or assessments of or contributions to the
Investment Company Institute or any successor or other industry
association; (xii) such non-recurring expenses as may arise, including
litigation affecting the Fund and the legal obligations which the Fund
may have to indemnify its officers and Directors with respect thereto;
and (xiii) all expenses which the Fund agrees to bear in any
distribution agreement or in any plan adopted by the Fund pursuant to
Rule 12b-1 under the Act.
Organizational expenses will be borne by the Fund. It is agreed that
these expenses are to be deferred and amortized over a five year period
from the commencement of operations utilizing the straight-line method
of amortization.
5. Compensation of the Manager.
(a) The Fund agrees to pay the Manager and the Manager agrees to
accept as full compensation for all services rendered by the
Manager as such, an annual management fee, payable monthly and
computed on the value of the net assets of the Fund as of the
close of business each business day at the annual rate of 0.08
of 1% of such net assets of the Fund.
6. Duration and Termination.
(a) This Agreement shall go into effect on the date set forth
above and shall, unless terminated as hereinafter provided,
continue in effect until 1999 and thereafter from year to
year, but only so long as such continuance is specifically
approved at least annually by the Fund's Board of Directors,
including the vote of a majority of the Directors who are not
parties to this Agreement or "interested persons" (as defined
in the Act) of any such party cast in person at a meeting
called for the purpose of voting on such approval, or by the
vote of the holders of a "majority" (as so defined) of the
outstanding voting securities of the Fund.
(b) This Agreement may be terminated by the Manager at any time
without penalty upon giving the Fund sixty (60) days' written
notice (which notice may be waived by the Fund) and may be
terminated by the Fund at any time without penalty upon giving
the Manager sixty (60) days' written notice (which notice may
be waived by the Manager), provided that such termination by
the Fund shall be directed or approved by the vote of a
majority of all of its Directors in office at the time or by
the vote of
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the holders of a majority (as defined in the Act) of the
voting securities of the Fund. This Agreement shall
automatically terminate in the event of its assignment (as
defined in the Act).
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by duly authorized persons and their seals to
be hereunto affixed, all as of the day and year first above written.
ASM INDEX 30 FUND, INC.
By: /s/ S. Cash Xxxxx
ATTEST:
VECTOR INDEX ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxx
ATTEST:
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