ITEM 24 FILE 2 74436
FILE 811 3287
INVESTMENT MANAGER AND ADVISORY AGREEMENT
THE SOLAR FUND, INC.
CORPORATE MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT made this 23 day of Sept., 1981, between THE SOLAR
FUND, INC., a New York Corporation hereinafter called the "Company" and
ACCRUED EQUITIES, INC. a New York Corporation hereinafter called the
"Manager".
WHEREAS, the Company has been organized by and on the advances of the Manager
and will operate as investment company registered under the Investment Company
Act of 1940, ("Investment Company Act"), for the purpose of investing and
reinvesting its assets in portfolios of securities described in its
Registration Statements Under the Investment Company Act of 1940 and the
Securities Act of 1933, all as amended and supplemented; and the Company
desires to avail itself of the services, information, advise, assistance and
facilities of a corporate manager and to have a corporate manager perform for
it various administrative, management, investment advisory and other services,
and
WHEREAS, the Manager is registered as an investment adviser under the
Investment Adviser's Act of 1940, and the manager has undertaken the
initiative of organizing Company and desires to provide services to the
Company in consideration of and on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, Company and Manager agree as follows:
1. Employment of the Manager. The Company hereby employs the Manager to manage
the investment and reinvestment of the Company's assets in the manner set
forth in this Agreement, and to administer its corporate and administrative
operations, subject to the direction of the Board of Directors and the
officers of the Company, for the period, in the manner, and on the terms
hereinafter set forth. The Manager hereby accepts such employment and agrees
during such period to render the services and to assume the obligations herein
set forth. The Manager shall for all purposes herein be deemed to be an
independent contractor.
2. Obligations of and Services to be Provided by the Manager.
The Manager undertakes to provide the services hereinafter set
forth and to assume the following obligations:
A. Corporate Management and Administrative Services.
(a) The Manager shall obtain on behalf of and at the expense
of the Company adequate (i) office space, which may be space
within the offices of the Manager or in such other place as
may be agreed upon from time to time, (ii) office
furnishings, facilities and equipment as may be reasonably
required for managing and administering the corporate
operations and conducting the business of the Company,
including complying with the corporate Securities and tax
reporting requirements of the United States and the various
states in which the Company does business,
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concerning correspondence and other communications with
the shareholders of the Company, maintaining all internal
bookkeeping, accounting and auditing services and records in
connection with the Company's investment and business
activities (other than its share- holder record-keeping
services and computing net asset value). (b) The Manager
shall employ on behalf of the Company and at the expense of
the Company the executive, administrative, secretarial and
clerical personnel necessary to supervise the provision of
the services set forth in sub-paragraph 2(A)(a). The Manager
shall also compensate all officers and employees of the
Company who are officers or employees of the Manager.
B. Investment Management Services.
(a) The Manager shall have over-all supervisory
responsibility for the general management and investment of
the Company's assets and securities portfolios subject to
and In accordance with the investment objectives and
policies of the Company, and any directions which the
Company's Board of Directors may issue to the Manager, from
time to time. (b) The Manager shall develop overall
investment programs and strategies for the Fund, shall
revise such program as necessary, and shall monitor and
report periodically to the Board of Directors concerning the
implementation of the programs. (c) The Manager shall also
determine the manner in which voting rights, rights to
consent to corporate action and any other rights pertaining
to the Company's portfolio securities shall be exercised.
(d) The Manager shall render regular reports to the Company,
at regular meetings of the Board of Directors and at such
other times as may be reasonably requested by the Company's
Board of Directors, of the decisions which it has made with
respect to the allocation of each Fund's assets and the
purchase and sale of portfolio securities.
C. Provision of Information Necessary to Preparation of
Securities Registration Statements, Amendments and other
Materials.
The Manager will obtain for the Company and at the expense of the
Company financial, accounting and statistical information required by
the Company in the preparation of registration statements, reports
and other documents required by Federal and state securities laws and
with such information as the Company may reasonably request for use
in the preparation of registration statements, reports and other
documents required by Federal and State securities laws and with such
information as the Company may reasonably request for use in the
preparation of such documents or of other materials necessary or
helpful for the underwriting and distribution of the Company's
shares.
(D) Other Obligations and Services.
The Manager shall make available its officers and employees to the
Board of Directors and officers of the Fund for consultation and
discussions regarding the administration and management of the
Company and its investment activities.
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3. Execution and Allocation of portfolio Brokerage Commissions. The Manager,
subject to and in accordance with any directions which the Company's Board of
Directors may issue from time to time, shall place, in the name of the
Company, orders for the Execution of the Fund's portfolio transactions. When
placing such orders, a primary objective of the Manager shall be to obtain the
best net price and execution for the Company, but this requirement shall not
be deemed to obligate the Manager to place any order solely on the basis of
obtaining the lowest commission rate if other standards have been satisfied.
The Company recognizes that there are likely to be many cases in which
different brokers are equally able to provide such best price and execution
and that, in selecting among such brokers with respect to particular trades,
it is desirable to choose those brokers who furnish "brokerage and
administrative and research services" (as defined in Section 28(e) (3) of the
Securities and Exchange Act of 1934) or statistical quotations and other
information on services in accord with the standards set forth below.
Moreover, to the extent that it continues to be lawful to do so and so long as
the Board of Directors determines as a matter of general policy that the
Company will benefit, directly or indirectly, by doing so, the Manager may
place orders with a broker who charges a commission for that transaction which
is in excess of the amount of commission that another broker would have
charged for effecting that transaction, provided that the excess commission is
reasonable in relations to the value of brokerage, research and administrative
services provided by that broker. Accordingly, the Company and the Manager
agree that the Manager and the Money Managers shall select brokers for the
execution of the Fund's portfolio transactions from among:
(A) Those brokers and dealers to provide clerical, administrative,
brokerage and research services, or statistical quotations and other
information to the Company, specifically including the quotations
necessary to determine the Company's net assets, in such amount of
total brokerage as may reasonably be required in light of such
services. The Manager may, for reasons of administrative benefit for
the Fund, use only a single broker-dealer if no interested person has
an interest, direct or indirect, in such broker-dealer.
The Manager shall render regular reports to the Company, not more
frequently than quarterly, or how much brokerage business has been
placed and the manner in which the allocation has been accomplished.
The Manager agrees that no investment decision will be made or
influenced by a desire to provide brokerage for allocation in
accordance with the foregoing, and that the right to make such
allocation of brokerage shall not interfere with the Manager's duty
to obtain the best net price and execution for the Company consistent
with other Fund needs.
4. Expenses of the Company. It is understood that the Company
will pay all its customary office expenses. Expenses payable by
the Company shall also include:
A. Expenses of all audits by independent public accountants.
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B. Expenses of transfer agent, registrar, custodian,
dividend disbursing agent and shareholder record keeping and
reporting services;
C. Expenses of obtaining quotations for calculating the
value of the Company's net assets;
D. Salaries and other compensation of any of its executive
officers, if any, who are not officers, directors,
stockholders or employees of the Manager;
E. Taxes levied against the Company;
F. Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for the Company;
G. Costs, including the interest expense, of borrowing
money;
H. Costs and/or fees incident to corporate meetings of the
Company, the preparation and mailings of prospectuses and
reports of the Company to its shareholders, the filing of
reports with regulatory bodies and the maintenance of the
Company's corporate existence;
I. Legal fees, including the legal fees related to the
registration and continued qualification of the Company shares
for sale;
J. Costs of printing stock certificates representing shares
of the Company;
K. Directors' fees and expenses to directors who are not
directors, officers, employees or stockholders of the Manager
or any of its affiliates;
L. Fidelity bonds required by Section 7(a) of the Investment
Company Act, or other insurance premiums; and
M. Customary secretarial, clerical, bookkeeping, office
expense, postage, telephone, printing and allocable rent.
5. Activities and affiliates of the Manager.
A. The services of the Manager to the Company hereunder are
not to be deemed exclusive, and the Manager shall be free to
render similar services to others.
(a) The Manager shall use the same skill and care in the
management of the Fund's portfolios as it uses in the
administration of other accounts to which it may provide
asset management counseling, but shall not be obligated to
give the Company more favorable or preferential treatment
vis-a-vis other clients.
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B. Subject to Section 10(a) of the Investment Company Act, it is
understood that directors, officers, agents and stockholders of the
Company are or may be interested in the Manager or its affiliates as
directors, agents or stockholders of the Manager or its affiliates
are or may be interested in the Company as directors, officers,
agents, stockholders or otherwise, that the Manager or its affiliates
may be interested in the Company as stockholders or otherwise, and
that the effect of any such interests shall be governed by the Act
and Federal Securities Laws and regulations.
6. Compensation of the Manager. The compensation of the manager
shall be at an annual rate, but computed and payable monthly on the
average daily net assets of the Fund during the month, of 2% of the
first $10,000,000, 1% of the next $20,000,000 and .05 of sums over
$30,000,000.under management.
7. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless discharge of obligation or duties hereunder
or on the part of the Manager, the Manager shall not be subject to
liability to the Company or to any shareholder of the Company for any
act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
B. No provision of this agreement shall be construed to
protect any director or officer of the Company, or the
Manager, from liability in violation of Sections 17(h) and (i)
of the Investment Company Act of 1940.
8. Renewal and Termination.
A. This Agreement shall become effective on the date written above
and shall continue in effect as to each Fund until the earlier of the
first annual or special meeting of the shareholders of each Fund, Or
two years from the date written above. The Agreement shall continue
in effect thereafter as to each Fund for a period of one year, so
long as the Agreement is specifically approved by a majority vote in
person or by proxy as provided in the laws for stock holder voting,
and by a majority of the Directors of the Company, and by a majority
of the directors who are not parties to the Agreement or interested
persons of any parties to the Agreement (other than as Directors of
the Company) cast in person at a meeting called for the purpose of
voting on the Agreement. The Agreement is renewable annually
thereafter for successive one year periods by a vote of a majority of
the directors of the Company who are not parties to the Agreement or
interested persons of any parties to the Agreement (other than as
Directors of the CoMpany) cast in person at a meeting called for
purposes of voting on the Agreement. Provided, however: That if the
stockholders fail to approve the Agreement as provided herein, the
Manager may continue to serve in such capacity in the manner and to
the extent permitted by the Investment Company Act and Rules and
Regulations thereunder.
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B. This Agreement.
(i) May at any time be terminated without the payment of any
penalty either by vote of the Board of Directors of the
Company or, the Fund by vote of a majority of the
outstanding voting securities of the Fund, on 60 days'
written notice to the Manager;
(ii) Shall immediately terminate in the event of its
assignment; and
(iii) May be terminated by the Manager on 60 days'
written notice to the Company.
C. As used in this Section 8, the terms of "assignment",
"interested person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth for any such terms in the
Investment Company Act.
D. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed postpaid, to the other part
at any office of such part.
9. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
THE SOLAR FUND, INC.
(Corporate Seal)
BY: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, President
/s/ Xxxxx Xxxxxxxxxx
---------------------------------
Xxxxx Xxxxxxxxxx, Secretary
ACCRUED EQUITIES, INC.
(Corporate Seal)
ATTEST:
BY: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxx, Secretary
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ITEM 24 FILE 2 74436
FILE 811 3287
RIDER AND AMENDMENT TO CORPORATE MANAGEMENT AGREEMENT
WHEREAS, THE SOLAR FUND, INC. (THE FUND) and ACCRUED EQUITIES
INC. (THE MANAGER) entered into a corporate management agreement on
September 23, 1981; and
WHEREAS, THE SOLAR FUND, INC. filed its registration statement with the
Securities and Exchange Commission (SEC) on or about October 15, 1981; and
WHEREAS, THE SOLAR FUND, INC. in order to comply with the disclosure
requirements of the SEC, has revised and amended its registration statement and
prospectus; and
WHEREAS, the parties hereto desire to comply with the requirements of
the SEC and to begin the operation of THE SOLAR FUND, INC. and its manager;
NOW, THEREFORE, the parties agree to the following amendments to the
corporate management agreement.
1. The name of the FUND is revised to: THE SOLAR AND ALTERNATIVES
ENERGY FUND, INC.
2. Section 2(b) of said agreement is expanded as follows: The MANAGER
may also employ a technical consultant to provide reports and data relating to
solar and alternative energy projects. The MANAGER may also employ a cash
management employee.
3. Section 6 (compensation) is amended such that: Compensation due
the MANAGER at an annual rate, computed and payable monthly on average net
asset value is twenty-one percent (21%) of the first Ten Million Dollars
($10,000,000); one percent (1%) on amounts over Ten Million Dollars
($10,000,000); .05% on amounts over Twenty Million Dollars ($20,000,000); and
.45% on amounts over One Hundred Million Dollars ($100,000,000);
Section 6 is further amended as follows:
Until the FUND reaches Ten Million Dollars ($10,000,000) in asset
size, the MANAGER agrees to reduce its compensation by the amount by which
expenses of the FUND, including the management fee and other operational costs
of the FUND, but excluding interest, taxes, brokerage commission and
extraordinary expenses excludable by state laws, exceed applicable state
expense limitations. The FUND will not offer its shares in states with expense
limitations of higher than two percent (2%) of net asset value.
Dated: 9/1/82
Great Neck
THE SOLAR & ALTERNATIVE ENERGY FUND, INC.
BY:
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ACCRUED EQUITIES INC.
BY:
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RIDER AND AMENDMENT TO CORPORATE MANAGEMENT AGREEMENT
WHEREAS, THE SOLAR FUND, INC. (THE FUND) and ACCRUED EQUITIES
INC. (THE MANAGER) entered into a corporate management agreement on
September 23, 1981; and
WHEREAS, THE SOLAR FUND, INC. filed its registration statement
with the Securities and Exchange Commission (SEC) on or about
October 15, 1981; and
WHEREAS, THE SOLAR FUND, INC. in order to comply with the dis-
closure requirements of the SEC, has revised and amended its
registration statement and prospectus; and
WHEREAS, the name of the FUND was revised from THE SOLAR FUND,
INC. to: THE SOLAR AND ALTERNATIVE ENERGY FUND, INC.; and then
changed again to: NEW ALTERNATIVES FUND, INC.; and
WHEREAS, the parties hereto desire to comply with the require-
ments of the SEC and to begin the operation of NEW ALTERNATIVES
FUND, INC. and its Manager;
NOW, THEREFORE, the parties agree to the following amendments to
the corporate management agreement:
1. Section 2(b) of said agreement is expanded as follows:
The MANAGER may also employ a technical consultant to provide
reports and data relating to solar and alternative energy projects. The MANAGER
may also employ a cash management employee.
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2. Section 6 (Compensation) is amended such that: compensation due
the MANAGER at an annual rate, computed and payable monthly on average net
asset value is two percent (2%) of the first Ten Million Dollars ($10,000,000);
one percent (1%) on amounts over Ten Million Dollars ($10,000,000); .05% on
amounts over Twenty Million Dollars ($20,000,000); and .45% on amounts over One
Hundred Million Dollars ($100,000,000);
Section 6 is further amended as follows:
Until the FUND reaches Ten Million Dollars ($10,000,000) in asset
size, the MANAGER agrees to reduce its compensation by the amount by which
expenses of the FUND, including the management fee and other operational costs
of the FUND, but excluding interest, taxes, brokerage commission and
extraordinary expenses excludable by state laws, exceed applicable state
expense limitations. The FUND will not offer its shares in States with expense
limitations of higher than two percent (2%) of net asset value.
Dated: 8/20/82
NEW ALTERNATIVES FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxxxx
ACCRUED EQUITIES INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
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ITEM 24 FILE 2 74436
FILE 811 3287
RIDER AND AMENDMENT TO CORPORATE MANAGEMENT AGREEMENT
WHEREAS, New Alternatives Fund, Inc. (the "Fund") and Accrued
Equities Inc. (the "Manager") entered into an agreement on
September 23, 1981 as amended April 1, 1982; and
WHEREAS, the Directors of the Fund and the Shareholders of the
Fund, upon consent of Accrued Equities Inc., voted to amend said agreement on
May 26, 1983 and to ratify and Continue the modified agreement for a period of
two years.
NOW, THEREFORE, the parties agree to the following amendments.
(1) Section 6 (Compensation) is amended such that:
Compensation due the Manager at an annual rate, computed and payable monthly,
on average net asset value is:
1% of the first $10 million of net assets
.75% of amounts over $10 million
.50% of amounts over $30 million
.45% of amounts over $100 million
as may be reduced by the most restrictive limitation imposed by States in which
the Fund registers its shares.
(2) The revised agreement is ratified and extended for two
years from the date hereof.
Dated: May 27, 1983
NEW ALTERNATIVES FUND, INC.
By:
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ACCRUED EQUITIES INC.
By:
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