INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
X. XXXX PRICE INTERNATIONAL INDEX FUND, INC.
X. XXXX PRICE INTERNATIONAL EQUITY INDEX FUND
AND
X. XXXX PRICE INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 25th day of October, 2000,
by and between X. XXXX PRICE INTERNATIONAL INDEX FUND, INC., consisting of its
series, X. Xxxx Price International Equity Index Fund, a Maryland corporation
(hereinafter called the "Corporation"), and X. XXXX PRICE INTERNATIONAL, 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 Corporation 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 objective, program and restrictions as provided in the
Corporation's prospectus, on behalf of the Fund, as amended from time to time,
and such other limitations as the Corporation 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 objective.
In furtherance of this duty, the Manager, as agent and attorney-in-fact with
respect to the Corporation, is authorized, in its discretion and without prior
consultation with the Corporation, to:
PAGE 18
(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 existence and records of the Corporation; 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 for the benefit of the Fund by the
Corporation (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
Corporation or Fund, as appropriate, 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.
D.
REPORTS AND OTHER COMMUNICATIONS TO SHAREHOLDERS. The Manager shall assist 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 Corporation, without remuneration or
other cost to the Fund or the Corporation.
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.
The Manager shall pay all of the Corporation expenses, on behalf of
the Fund, with the following exceptions:
(1) INTEREST. Interest;
(2)
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;
(3)
BROKERAGE COMMISSIONS. All brokers' commissions and other charges incident to
the purchase, sale, or lending of the Fund's portfolio securities;
(4)
DIRECTORS' FEES AND EXPENSES. All compensation of directors, other than those
AFFILIATED with the Manager, and all expenses (including counsel fees and
expenses) incurred in connection with their service; and
(5)
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
PAGE 19
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") at the annual rate
of 0.50% of the Fund's net assets. 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: The monthly fee is equal to the sum of the daily fee
accruals which shall be computed by multiplying the fraction of one (1) over the
number of calendar days in the year by the fee rate of 0.50%, and multiplying
this product by the net assets of Fund for that day as determined in accordance
with the Fund's prospectus as of the close of business from the previous
business day on which the Fund was open for business.
A.
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.
SHAREHOLDER ACCOUNT FEE. The Corporation, on behalf of the Fund, by resolution
of the board of directors, including a majority of the independent directors,
may from time to time authorize the imposition of a fee as a direct charge
against shareholder accounts to be retained by the Fund or to be paid to the
Manager to defray expenses which would otherwise be paid by the Manager in
accordance with the provisions of Paragraph 2 of this Agreement. At least 60
days' prior written notice of the intent to impose such fee must be given to the
Fund's shareholders.
5.
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
Corporation, with respect to 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).
6.
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 Corporation or Fund, as appropriate,
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 Corporation or Fund, as
appropriate, or in the discharge of Manager's overall responsibilities with
respect to the other accounts which it serves as investment manager.
7.
OWNERSHIP OF RECORDS. All records required to be maintained and preserved by the
Corporation or 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 Corporation or Fund, as
appropriate, are the property of the Corporation or Fund, as appropriate, and
will be surrendered by the Manager promptly on request by the Corporation or
Fund, as appropriate.
8.
REPORTS TO MANAGER. The Corporation or Fund, as appropriate, 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 Corporation or Fund, as appropriate, as the Manager
PAGE 20
may, at any time or from time to time, reasonably require in order to discharge
its obligations under this Agreement.
9.
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.
10.
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 Corporation or 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 Corporation or 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 Corporation or Fund or from reckless disregard by the
Manager or any such person of the duties of the Manager under this Agreement.
11.
USE OF MANAGER'S NAME. The Corporation or Fund may use the name "X. Xxxx Price
International Index Fund, Inc.," or any other name derived from the name of "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 Corporation or 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.
12.
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, 2001. Thereafter, this
Agreement shall continue in effect from year to year, with respect to the Fund,
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 Corporation, 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 Corporation, with respect to 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 Corporation, in writing, at least 60
days prior to April 30, 2001 or prior to April 30th of any year thereafter, that
it does not desire such continuation. The Manager shall furnish to the
Corporation, 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.
13.
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.
14.
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
Corporation, with respect to the Fund, such action shall have been authorized
PAGE 21
by resolution of a majority of the directors 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.
15. 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
Corporation 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 Corporation 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, 11, 12, and 13 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 INTERNATIONAL INDEX FUND, INC.
__________________________ By: _______________________________
Xxxxxxxx X. Xxxxxxx, President
Secretary
Attest: X. XXXX PRICE INTERNATIONAL, INC.
__________________________ By: _______________________________
Xxxxxxx X. Xxx Xxxx, Xxxxx X. Xxxxxxx,
Secretary Vice President
