INVESTMENT MANAGEMENT AGREEMENT
Between
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
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 FUNDS, INC.,
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 to register as such under the
federal Investment Company Act of 1940, as
amended (the "Act"); and
WHEREAS, the Corporation is authorized
to issue shares of capital stock ("Shares") in
the X. Xxxx Price European Stock Fund (the
"Fund"), a separate series of the Corporation
whose Shares represent interests in a separate
portfolio of securities and other assets ("Fund
Shares"); 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 Advisory 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:
(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 Corporation'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 they 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.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The
Manager shall pay all salaries, expenses, and
fees of the officers and directors of the
Corporation who are affiliated with the Manager.
(2) Assumption of Expenses by Manager.
The payment or assumption by the Manager of any
expense of the Corporation or Fund, as
appropriate, that the Manager is not required by
this Agreement to pay or assume shall not
obligate the Manager to pay or assume the same
or any similar expense on any subsequent
occasion.
B. Expenses Paid by Fund. The
Corporation or Fund, as appropriate, shall bear
all expenses of its organization, operations,
and business not specifically assumed or agreed
to be paid by the Manager as provided in this
Agreement. In particular, but without limiting
the generality of the foregoing, the Corporation
or Fund, as appropriate, shall pay:
(1) Custody and Accounting Services.
All expenses of the transfer, receipt,
safekeeping, servicing and accounting for the
cash, securities, and other property of the
Corporation, for the benefit of the Fund,
including all charges of depositories,
custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses
of maintaining and servicing shareholder
accounts, including all charges for transfer,
shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of
the Fund, if any;
(3) Shareholder Communications. All
expenses of preparing, setting in type,
printing, and distributing reports and other
communications to shareholders;
(4) Shareholder Meetings. All expenses
incidental to holding meetings of shareholders,
including the printing of notices and proxy
material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of
preparing, setting in type, and printing of
annual or more frequent revisions of the
prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing
the Fund's net asset value per share, including
the cost of any equipment or services used for
obtaining price quotations;
(7) Communication Equipment. All
charges for equipment or services used for
communication between the Manager or the
Corporation or Fund and the custodian, transfer
agent or any other agent selected by the
Corporation;
(8) Legal and Accounting Fees and
Expenses. All charges for services and expenses
of the Corporation's legal counsel and
independent auditors for the benefit of the
Fund;
(9) Directors' Fees and Expenses. All
compensation of directors, other than those
affiliated with the Manager, and all expenses
incurred in connection with their service;
(10) Federal Registration Fees. All fees
and expenses of registering and maintaining the
registration of the Corporation under the Act
and the registration of Fund Shares under the
Securities Act of 1933, as amended (the "'33
Act"), including all fees and expenses incurred
in connection with the preparation, setting in
type, printing, and filing of any registration
statement and prospectus under the '33 Act or
the Act, and any amendments or supplements that
may be made from time to time;
(11) State Filing Fees. All fees
and expenses imposed on the Fund with respect to
the sale of the Fund shares under securities
laws of various states or jurisdictions, and,
under all other laws applicable to the Fund, or
its business activities (including registering
the Fund as a broker-dealer, or any officer of
the Fund or any person as agent or salesman of
the Fund in any state);
(12) Issue and Redemption of Fund Shares.
All expenses incurred in connection with the
issue, redemption, and transfer of Fund Shares,
including the expense of confirming all Fund
Share transactions, and of preparing and
transmitting the Fund's stock certificates;
(13) Bonding and Insurance. All expenses
of bond, liability, and other insurance coverage
required by law or deemed advisable by the board
of directors;
(14) Brokerage Commissions. All brokers'
commissions and other charges incident to the
purchase, sale, or lending of the Fund's
portfolio securities;
(15) Taxes. All taxes or governmental
fees payable by or with respect of the
Corporation or Fund, as appropriate, to federal,
state, or other governmental agencies, domestic
or foreign, including stamp or other transfer
taxes;
(16) Trade Association Fees. All fees,
dues, and other expenses incurred in connection
with the Corporation's or Fund's, as
appropriate, membership in any trade association
or other investment organization; and
(17) Nonrecurring and Extraordinary
Expenses. Such nonrecurring expenses as may
arise, including the costs of actions, suits, or
proceedings to which the Corporation or Fund, as
appropriate, is a party and the expenses the
Corporation or Fund, as appropriate, 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") which will
consist of two components: a Group Management
Fee ("Group Fee"), and an Individual Fund Fee
("Fund Fee"). 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:
A. Group Fee. The monthly Group
Fee ("Monthly Group Fee") shall be the sum of
the daily Group Fee accruals ("Daily Group Fee
Accruals") for each month. The Daily Group Fee
Accrual for any particular day will be computed
by multiplying the Price Funds' group fee
accrual as determined below ("Daily Price Funds'
Group Fee Accrual") by the ratio of the Fund's
net assets for that day to the sum of the
aggregate net assets of the Price Funds for that
day. The Daily Price Funds' Group Fee Accrual
for any particular day shall be calculated by
multiplying the fraction of one (1) over the
number of calendar days in the year by the
annualized Daily Price Funds' Group Fee Accrual
for that day as determined in accordance with
the following schedule:
Price Funds Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Next $10 billion
0.310% Next $16 billion
0.305% Next $30 billion
0.300% Next $40 billion
0.295% Thereafter
The Price Funds shall include
all the mutual funds distributed by X. Xxxx
Price Investment Services, Inc. (other than
institutional, private label, or index funds,
Spectrum Funds and Reserve Investment Funds).
For the purposes of calculating the Daily Price
Funds' Group Fee Accrual for any particular day,
the net assets of each Price Fund shall be
determined in accordance with the prospectus, on
behalf of the Fund, as of the close of business
on the previous business day on which the Fund
was open for business.
B. Fund Fee. The monthly Fund
Fee ("Monthly Fund Fee") shall be the sum of the
daily Fund Fee accruals ("Daily Fund Fee
Accruals") for each month. The Daily Fund Fee
Accrual for any particular day will be computed
by multiplying the fraction of one (1) over the
number of calendar days in the year by the Fund
Fee Rate of .50% and multiplying this product by
the net assets of the Fund for that day, as
determined in accordance with the Corporation's
prospectus as of the close of business on the
previous business day on which the Fund was open
for business.
C. Expense Limitation. As part of
the consideration for the Fund entering into
this Agreement, the Manager hereby may agree to
limit the aggregate expenses of every character
incurred by the Fund, including but not limited
to Fees of the Manager computed as hereinabove
set forth, but excluding interest, taxes,
brokerage, and other expenditures which are
capitalized in accordance with generally
accepted accounting principles and extraordinary
expenses, ("Manager Limitation"). Under the
Manager Limitation, the Manager agrees that
through a certain date ("Certain Date"), such
expenses shall not exceed a certain level of the
average daily net assets of the Fund ("Expense
Limitation"). To determine the Manager's
liability for the Fund's expenses over the
Expense Limitation, the amount of allowable
year-to-date expenses shall be computed daily by
prorating the Expense Limitation based on the
number of days elapsed within the fiscal year of
the Fund, or limitation period, if shorter
("Prorated Limitation"). The Prorated Limitation
shall be compared to the expenses of the Fund
recorded through the prior day in order to
produce the allowable expenses to be recorded
for the current day ("Allowable Expenses"). If
the Fund's Management Fee and other expenses for
the current day exceed the Allowable Expenses,
the Management Fee for the current day shall be
reduced by such excess ("Unaccrued Fees"). In
the event the excess exceeds the amount due as
the Management Fee, the Manager shall be
responsible to the Fund for the additional
excess ("Other Expenses Exceeding Limit"). If at
any time up through and including the Certain
Date, the Fund's Management Fee and other
expenses for the current day are less than the
Allowable Expenses, the differential shall be
due to the Manager as payment of cumulative
Unaccrued Fees (if any) or as payment for
cumulative Other Expenses Exceeding Limit (if
any). If cumulative Unaccrued Fees or cumulative
Other Expenses Exceeding Limit remain at the
Certain Date, these amounts shall be paid to the
Manager in the future provided that: (1) no such
payment shall be made to the Manager after a two
year reimbursement period following the Certain
Date; and (2) such payment shall only be made to
the extent that it does not result in the Fund's
aggregate expenses exceeding the Expense
Limitation. The Manager may voluntarily agree to
an additional expense limitation (any such
additional expense limitation hereinafter
referred to as an "Additional Expense
Limitation"), at the same or a different level
and for the same or a different period of time
beyond the Certain Date (any such additional
period being hereinafter referred to an as
"Additional Period") provided, however, that:
(1) the calculations and methods of payment
shall be as described above; (2) no payment for
cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit shall be made to the
Manager more than two years after the end of an
Additional Period; and (3) payment for
cumulative Unaccrued Fees or cumulative Other
Expenses Exceeding Limit after the expiration of
the Additional Period shall only be made to the
extent it does not result in the Fund's
aggregate expenses exceeding the Additional
Expense Limitation to which the unpaid amounts
relate.
D. 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. Brokerage. Subject to the
approval of the board of directors, 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).
5. 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.
6. 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.
7. 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 may, at any time or from time to time,
reasonably require in order to discharge its
obligations under this Agreement.
8. 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.
9. 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.
10. Use of Manager's Name. The
Corporation or Fund may use the name "X. Xxxx
Price International Funds, Inc." or any other
name derived from the name "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.
11. 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 such continuation shall be specifically
approved at least annually (a) by either the
board of directors of the Corporation, or by
vote of a majority of the outstanding voting
securities of the Fund; (b) in either event 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 (c) 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.
12. 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.
13. 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 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.
14. 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 FUNDS,
INC.
________________________ By:
______________________
Xxxxxxxx X. Xxxxxxx,
M. Xxxxx Xxxxx,
Secretary Director and
Vice President
Attest: X. XXXX PRICE INTERNATIONAL, INC.
______________________ By:
_______________________
Xxxxxxx X. Xxx Xxxx,
Xxxxx X. Xxxxxxx,
Secretary Vice
President
XxXxxxXXX0.xx
