INVESTMENT ADVISORY AGREEMENT
GAMNA SERIES FUNDS, INC.
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
July 21, 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
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'
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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 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
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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: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Title: President and CEO
ACCEPTED:
GROUPAMA ASSET MANAGEMENT N.A.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Title: SVP, Managing Director and Portfolio Manager