ADVISORY AGREEMENT
ADVISORY AGREEMENT, dated December 14, 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:/s/ Xxxx X Xxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Xxxx X. Xxxxxxxxxxx Xxxxx X. Xxxxxxx, Assistant
Treasurer
ATTEST AMT CAPITAL ADVISERS, INC.
By:_______________________ By: /s /Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, President
