EX99.23(d)(2)
INVESTMENT COUNSEL AGREEMENT
between
AFBA INVESTMENT MANAGEMENT COMPANY
and
XXXXXXXXX CAPITAL MANAGEMENT, INC.
This AGREEMENT by and between AFBA INVESTMENT MANAGEMENT
COMPANY, a Virginia Corporation with its principal office at 000
X. Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 hereinafter
referred to as the "Manager") and XXXXXXXXX CAPITAL MANAGEMENT,
INC., a Kansas corporation with its principal xxxxxx xx XXX
Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx 00000-X000 (11ereinatter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which
together shall constitute but one instrument.
WITNESSETH:
WHEREAS, the Manager has entered into a Management
Agreement with the AFBA FIVE STAR FUND, INC. ("Fund") of
concurrent date to provide management services, including
investment advisory services, the Manager desires the assistance
of the Investment Counsel which can supply the following
services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment Commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of AFBA
INVESTMENT MANAGEMENT COMPANY.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the
parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. thirty-three one-hundredths of one percent (33/100%)
of the average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1998 Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement for successive periods not exceeding one year only so
long as such renewal and continuance is specifically approved at
least annually by the Board of Directors of the Fund or by a vote
of the majority of the outstanding voting Securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the Shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel shall be free to render
similar or different services to others so long as its ability to
render the services provided for in this Agreement shall not be
impaired thereby, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and AFBA INVESTMENT MANAGEMENT COMPANY,
Investment Counsel agrees with the Manager that subject to the
terms and conditions of this Paragraph 8, the Fund may use the
name of 1IAFBAN as part of its name so long as AFBA INVESTMENT
MANAGEMENT COMPANY, or any successor in interest, continues as
Manager. Should the Fund terminate AFBA INVESTMENT MANAGEMENT
COMPANY, or its successor as Manager, AFBA INVESTMENT MANAGEMENT
COMPANY, or its successor in interest, may elect to notify the
Fund in writing that permission to use the name "AFBA" has been
withdrawn. It is understood that the Fund has, in its Management
Agreement with AFBA INVESTMENT MANAGEMENT COMPANY, expressly
agreed that it, its officers, directors and shareholders will
take all necessary corporate action and proceed expeditiously to
change the name of the Fund and not use any other name or take
any action which would indicate the Fund's continued association
with the Manager. If the use of the name "AFBA" is so withdrawn
as aforesaid, it is understood and agreed that there shall be no
limitation with respect to the future use of the name "AFBA" by
the Manager, or its successor in interest.
Each party hereby executes this Agreement as of the 2nd day
of June 1997, pursuant to the authority granted by its Board of
Directors.
XXXXXXXXX CAPITAL MANAGEMENT, INC.
By /s/Xxxx X. Xxxxxxx
Attest:
AFBA INVESTMENT COMPNAY
By /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
Attest:
/s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Secretary
