Exhibit D
Management Contract between the Registrant and Money Management
Associates
MANAGEMENT CONTRACT
Between
AMERICAN GAS INDEX FUND, INC.
And
MONEY MANAGEMENT ASSOCIATES
This Management Contract (the "Contract"), dated as of the
13th day of February, 1989, is entered into by and between American
Gas Index Fund, Inc. (hereinafter referred to as the "Fund") and Money
Management Associates (hereinafter referred to as the "Manager").
WITNESSTH
THAT in consideration of the mutual covenants hereinafter
contained, it is agreed as follows:
1. THE FUND hereby employs the Manager to manage the
investment and reinvestment of the assets of the Fund and to
administer the affairs of the Fund, subject to the control of the
officers and Board of Directors of the Fund, for the period and on the
terms set forth in this Agreement. The Manager hereby accepts such
employment and agrees during such period to render the services and to
assume the obligations set forth, for the compensation herein
provided.
2. The Manager assumes and shall pay or reimburse the Fund
for: (a) all expenses in connection with the management of the
investment and reinvestment of the assets of the Fund, except that the
Fund assumes and shall pay all broker's commissions and issue and
transfer taxes chargeable to the Fund in connection with securities
transactions to which the Fund is a party; (b) the compensation (if
any) of those directors and officers of the Fund who also serve as
directors, officers or employees of the Manager; and (c) all expenses
not hereinafter specifically assumed by the Fund where such expenses
are incurred by the Manager or by the Fund in connection with the
administration of the affairs of the Fund.
The Fund assumes and shall pay or reimburse the Manager for
the Fund's taxes, corporate fees, interest expenses (if any) and its
allocable share of all charges, costs and expenses incurred in
connection with : (a) maintaining its offices, determining from time
to time the net assets of the Fund, maintaining its books and records,
and preparing, reproducing and filing its tax returns and reports to
governmental agencies; (b) auditing its financial statements; (c)
providing stock certificates representing shares of the Fund and the
services rendered in the registration or transfer of such shares, in
the payment and disbursement of dividends and distributions by the
Fund, and in the custody of the cash, securities and other assets of
the Fund; (d) stockholders' and directors' meetings, and preparation,
printing and distribution of all reports and proxy materials; (e)
printing the Fund's prospectus on at least an annual basis, and
distributing it to its then-existing shareholders; (f) legal services
rendered to the Fund; (g) retaining and compensating those directors,
officers and employees of the Fund who do not also serve as directors,
officers of employees of the Manager; (h) maintaining appropriate
insurance coverage for the Fund and its directors and officers; and
(i) its membership in trade associations; and (j) federal and state
filing and registration fees.
3. In connection with the management of the investment and
reinvestment of the assets of the Fund, the Manager is authorized on
behalf of the Fund, to place orders for the execution of the Fund's
portfolio transactions in accordance with the applicable policies of
the Fund as set forth in the Fund's registration statements under the
Securities Act of 1933 and the Investment Company Act of 1940, as such
registration statements may be amended from time to time, and is
directed to use its best efforts to obtain the best available price
and most favorable execution with respect to all such transactions for
the Fund.
4. As compensation for the services to be rendered and the
charges and expenses to be assumed and paid by the Manager as provided
in Section 2, the Fund shall pay the Manager an annual fee of four-
tenths (0.40%) of one percent of the average daily net asset value of
the Fund. The fee will be paid monthly.
If in any fiscal year the aggregate expenses of the Fund,
exclusive of taxes, brokerage, interest and extraordinary legal
expenses, but including the management fee, exceed 1.25% of the
average market value of the net assets for that fiscal year of the
Fund, the Manager will refund to the Fund, or bear, the excess
expenses over 1.25%. These expense reimbursements, if any, will be
estimated, reconciled and paid on a monthly basis.
In the event of termination of this Contract, the fee shall be
computed on the basis of the period ending on the last business day on
which this Contract is in effect subject to a pro rata adjustment
based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
5. Subject to and in accordance with the governing instruments
of the Fund and of the Manager respectively, directors, officers,
agents and shareholders of the Fund are or may be interested in the
Manager (or any successor thereof) as partners or otherwise; partners
and agents of the Manager are or may be interested in the Fund as
directors, officers, agents, shareholders or otherwise; the Manager
(or any successor) is or may be interested in the Fund as a
shareholder or otherwise; and the effect of any such
interrelationships shall be governed by said governing instruments and
the applicable provisions of the Investment Company Act of 1940.
The Manager shall notify the Fund of any change in partners of
Money Management Associates within ten days after such change.
6. This Contract shall continue in effect until the first
meeting of the Shareholders of the Fund (but in no event longer than
two years from the date hereof), and if approved at such shareholders'
meeting, until two years from the date hereof, and thereafter only so
long as such continuance is approved at least annually by a vote of a
majority of the Fund's Board of Directors, including the votes of a
majority of the directors who are not parties to such contract or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting such approval. Provided, however,
that (a) this Contract may at any time be terminated without payment
of any penalty either by vote of the Board of Directors of the Fund or
by vote of a majority of the outstanding voting securities of the
Fund, on sixty days prior written notice to the Manager, (b) this
Contract shall automatically terminate in the event of its assignment
(within the meaning of the Investment Company Act of 1940), and (c)
this Contract may be terminated by the Manager on sixty days prior
written notice to the Fund. Any notice under this contract shall be
given in writing, addressed and delivered, or mailed post paid, to the
other party at any office of such party.
As used in this Section 6, the terms "interested persons" and
"vote of a majority of the outstanding securities" shall have the
respective meanings set forth in Section 2(a)(9) and Section 2(a)(42)
of the Investment Company Act of 1940.
7. The services of the Manager to the Fund hereunder are not to
be deemed exclusive, and the Manager shall be free to render similar
services to others so long as its services hereunder are not impaired
thereby. The Manager shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.
8. No provisions of this Contract shall be deemed to protect the
Manager against any liability to the Fund or its shareholders to which
it might otherwise be subject by reasons of any willful misfeasance,
bad faith or gross negligence in the performance of its duties or the
reckless disregard of its obligations under this Contract. Nor shall
any provisions hereof be deemed to protect any director or officer of
the Fund against any such liability to which he might otherwise be
subject by reasons of any willful misfeasance, bad faith or gross
negligence in the performance of his duties or the reckless disregard
of his obligations. If any provision of this Contract shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Contract shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Contract
to be executed on the day and year first above written.
AMERICAN GAS INDEX FUND, INC.
WITNESS:
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
Chairman of the Board
MONEY MANAGEMENT ASSOCIATES
WITNESS:
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx X. X'Xxxxxx
General Partner
