EXHIBIT (d)
FORM OF ADVISORY AGREEMENT
GAMNA SERIES FUNDS, INC.
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
________________, 1999
Groupama Asset Management N.A.
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Company") and you (the "Adviser") as follows:
1. The Company is an open-end investment company which
currently has one investment portfolio -- GAMNA Focus Fund (the "Fund"). The
Company proposes to engage in the business of investing and reinvesting the
assets of the Fund in the manner and in accordance with the investment
objectives and limitations specified in the Company's Articles of
Incorporation (the "Articles") and the currently effective prospectus,
including the documents incorporated by reference therein (the "Prospectus"),
relating to the Company and the Fund, included in the Company's Registration
Statement, as amended from time to time (the "Registration Statement"), filed
by the Company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and the Securities Act of 1933, as amended. Copies of the
documents referred to in the preceding sentence have been furnished to the
Adviser. Any amendments to these documents shall be furnished to the Adviser
promptly.
2. The Company employs the Adviser to (a) make investment
strategy decisions for the Fund, (b) manage the investing and reinvesting of
the Fund's assets as specified in paragraph 1, (c) place purchase and sale
orders on behalf of the Fund, and (d) provide continuous supervision of the
Fund's investment portfolio.
3. (a) The Adviser shall, at its expense, employ or
associate with itself such persons as it believes appropriate to assist it in
performing its obligations under this agreement.
(b) Except as provided in subparagraph 3(a), the Company
shall be responsible for all of the Fund's expenses and liabilities,
including organizational expenses; taxes; interest; fees (including fees paid
to its directors); fees payable to the Securities and Exchange Commission;
state securities qualification fees; costs of preparing and printing
prospectuses for regulatory purposes and for distribution to existing
shareholders; advisory and
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administration fees; charges of the custodian and transfer agent; charges of
any shareholder servicing agents; certain insurance premiums; auditing and
legal expenses; costs of shareholders' reports and shareholder meetings; any
extraordinary expenses and brokerage fees and commissions, if any, in
connection with the purchase of portfolio securities.
4. As manager of the Fund's assets, the Adviser shall make
investments for the Fund's account in accordance with the investment
objectives and limitations set forth in the Articles, the Prospectus, the
1940 Act, the provisions of the Internal Revenue Code relating to regulated
investment companies and policy decisions adopted by the Company's Board of
Directors from time to time. The Adviser shall advise the Company's officers
and Board of Directors, at such times as the Company's Board of Directors may
specify, of investments made for the Fund's account and shall, when requested
by the Company's officers or Board of Directors, supply the reasons for
making such investments.
5. In executing portfolio transactions on behalf of the
Fund, the Adviser will use its best judgment to choose the dealer or broker
it believes most capable of providing the services necessary to obtain the
most favorable execution. The full range and quality of services available
will be considered in making these determinations. In those instances where it
is reasonably determined that more than one dealer or broker can offer the
services needed to obtain favorable execution, consideration may be given to
those dealers or brokers that supply research advice or other services.
Research advice and other services furnished by brokers through whom the Fund
effects securities transactions may be used by the Adviser in servicing
clients other than the Fund, and not all such services will necessarily
benefit the Fund. The Adviser may from time to time cause an amount to be paid
from the Fund to a broker that furnishes brokerage and research services at a
higher net price than that which might be charged by another broker for
effecting the same transaction, provided that the Adviser determines in good
faith that the amount charged by the broker is reasonable in relation to the
value of the research and brokerage services provided by the broker.
6. In consideration of the Adviser's undertaking to render
the services described in this agreement, the Company agrees that the Adviser
shall not be liable under this agreement for any error of judgment or mistake
of law or for any loss suffered by the Company in connection with the
performance of this agreement, provided that nothing in this agreement shall be
deemed to protect or purport to protect the Adviser against any liability to
the Company or its stockholders to which the Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Adviser's duties under this agreement or by reason of the
Adviser's reckless disregard of its obligations and duties hereunder.
7. In consideration of the services to be rendered by the
Adviser under this agreement, the Company shall pay the Adviser a monthly fee
on the last Business Day (as defined in the Prospectus) of each month at an
annual rate of 0.55% of the average daily value (as determined on the days and
at the time set forth in the Prospectus for determining net asset value per
share) of the Fund's net assets during such month with respect to the first
billion dollars of such average daily value and 0.50% for amounts over one
billion dollars. If the fee payable to the Adviser pursuant to this paragraph
7 begins to accrue before the end of any month or if this
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agreement terminates before the end of any month the fee for the period from
such 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. For purposes of calculating each such
monthly fee, the value of the Fund's net assets shall be computed in the
manner specified in the Prospectus and the Articles for the computation of the
value of the Fund's net assets in connection with the determination of the net
asset value of shares of the Fund's capital stock.
8. This agreement shall continue in effect until two years
from the date hereof and thereafter for successive annual periods, provided
that such continuance is specifically approved at least annually (a) by the
vote of a majority of the Fund's outstanding voting securities (as defined in
the 0000 Xxx) or by the Company's Board of Directors and (b) by the vote, cast
in person at a meeting called for the purpose, of a majority of the Company's
directors who are not parties to this agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party. This agreement may be terminated
at any time, without the payment of any penalty, by a vote of a majority of
the Fund's outstanding voting securities (as defined in the 0000 Xxx) or by a
vote of a majority of the Company's entire Board of Directors on 60 days'
written notice to the Adviser or by the Adviser on 60 days' written notice to
the Company. This agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
9. Upon expiration or earlier termination of this agreement,
the Company shall, if reference to "Groupama" or "GAMNA" is made in the
corporate name of the Company or in the name of the Fund and if the Adviser
requests in writing, as promptly as practicable change its corporate name and
the name of the Fund so as to eliminate all reference to "Groupama" or
"GAMNA", thereafter the Company and the Fund shall cease transacting business
in any corporate name using the words "Groupama" or "GAMNA" or any other
reference to the Adviser, "Groupama" or "GAMNA". The foregoing rights of the
Adviser and obligations of the Company shall not deprive the Adviser, or any
affiliate thereof which has "Groupama" or "GAMNA" in its name, of, but shall
be in addition to, any other rights or remedies to which the Adviser and any
such affiliate may be entitled in law or equity by reason of any breach of
this agreement by the Company, and the failure or omission of the Adviser to
request a change of the Company's or the Fund's names or a cessation of the
use of the name of "Groupama" or "GAMNA" as described in this paragraph 9
shall not under any circumstances be deemed a waiver of the right require such
change or cessation at any time thereafter for the same or any subsequent
breach.
10. Except to the extent necessary to perform the Adviser's
obligations under this agreement, nothing herein shall be deemed to limit or
restrict the right of the Adviser, or any affiliate of the Adviser, or any
employee of the Adviser, to engage in any other business or to devote time
and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind
to any other corporation, firm, individual or association.
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11. This Agreement shall be governed by the laws of the State
of New York.
If the foregoing correctly sets forth the agreement between the Company
and the Adviser, please so indicate by signing and returning to the Company
the enclosed copy hereof.
Very truly yours,
GAMNA SERIES FUNDS, INC.
By:
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Title:
ACCEPTED:
GROUPAMA ASSET MANAGEMENT N.A.
By:
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Title:
