EXHIBIT 6
Steadman Security Trust Amended amd
Restated Investment Advisory Agreement
EXHIBIT 6
STEADMAN SECURITY TRUST
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT made on this 28th day of January, 1997 by and
between the Trustees ("Trustees" herein) of STEADMAN SECURITY TRUST (formerly,
the Steadman Associated Fund), a common law trust ("Fund" herein), and STEADMAN
SECURITY CORPORATION, a Delaware corporation.
WHEREAS, The Fund has been organized as an investment company and desires
to employ its capital by investing and reinvesting the same in securities as
provided in the Amended and Restated Trust Indenture of the STEADMAN SECURITY
TRUST and the Declaration of Trust with amendments through January 28, 1997
("Trust Indenture" herein), and
WHEREAS, The Fund desires to avail itself of the experience, sources of
information, advice, assistance and certain facilities available to the Advisor
and to have the Advisor perform for it various advisory, statistical, accounting
and clerical services; and
WHEREAS, The Advisor is willing to furnish such advice, facilities and
services on the terms and conditions hereinafter set forth:
NOW, THEREFORE, In consideration of the mutual covenants herein contained,
it is agreed that:
1. (a) The Advisor, subject to the direction of the Trustees, shall
provide the Fund with investment research and advice and shall manage and
supervise the Fund's portfolio of investments. In performing this function, the
Advisor shall (i) use its best efforts to present a continuing and suitable
investment program to the Fund, which is consistent with the investment policies
and objectives of the Fund; (ii) furnish the Fund with such information and
reports regarding the securities in the Fund's portfolio and proposed additions
to the portfolio as the Advisor deems appropriate or as the Fund may reasonably
request; (iii) supervise the Fund's relations with its Custodian, auditors and
governmental regulatory bodies; and (iv) shall furnish certain office space and
certain secretarial and clerical assistance necessary for the performance of the
foregoing functions.
(b) The Fund shall pay all of its ordinary expenses of operation unless
specifically excepted, such expenses of operation including, but not being
limited to, the following: (i) the expenses of maintaining its own books of
account; (ii) the expenses of maintaining one or more of its custodians,
transfer agents, and dividend disbursing agents; (iii) the expenses of
computing, at any required valuation date, the net asset value of shares of the
Fund; (iv) the fees and expenses of its Trustees, including those Trustees who
also may be Directors of the Advisor or its subsidiary corporations, and the
fees and expenses of the members of any Committee of the Fund including any
members who also may be Directors or officers or employees (or all of these) of
the Advisor, its subsidiaries or affiliated persons, and who perform services
therefor and are compensated thereby; (v) the expenses of meetings of its
shareholders; (vi) the expenses of printing and mailing
of all shareholder reports and other required reports and documents provided
shareholders, including, but not being limited to, the cost of printing and
mailing prospectuses to shareholders, (vii) taxes of any kind assessed against
the Fund; (viii) interest and commissions; (ix) Securities and Exchange
Commission registration fees; (x) state registration fees; (xi) the expenses of
trust existence; (xii) all or part of the salaries of the Fund officers and
other employees who also may be Directors or officers or employees (or all of
these) of the Advisor, its subsidiaries or affiliated persons, and who perform
services therefor and are compensated thereby; (xiii) the fees of its auditors;
(xiv) the fees of its legal counsel; (xv) travel entertainment, publications,
telephone, telegraph, office space rent; and, (xvi) all other ordinary expenses
of operation. The Fund also shall pay all extraordinary expenses of whatever
kind or nature, unless such expenses have been specifically assumed by the
Advisor or one of its affiliates.
(c) When officers or employees of the Advisor, its subsidiaries or
affiliated persons perform duties for the Fund other than those duties required
by Section 1(a) and those duties required of a transfer agent, the Fund shall
reimburse the Advisor for the performance of such duties or may, with the
consent of the Advisor, pay those officers or employees directly.
2. (a) The Advisor shall be paid monthly a fee computed on the first
business day of each month of the Fund's fiscal year at the following annual
rates: 1% of the first $35,000.000, 7/8 of 1% on the next $35,000,000 and 3/4 of
1% on all sum in excess thereof as compensation for its services as specified in
subparagraph 1(a) herein;
(b) For the purpose of determining fees payable to the Advisor, the value
of net assets shall be computed in the manner specified in Section 2.8 of the
Trust Indenture.
3. The Advisor shall allocate brokerage commissions on portfolio
transactions for the Fund among such brokers and/or dealers who provide
investment information, provide services to the Fund or to the Advisor in its
capacity as investment advisor or distributor of the Steadman investment
companies, collectively, or who sell shares of the Fund, if and in the manner
permitted by applicable law or regulation; provided, however, that such brokers
or dealers render satisfactory service at standard commission rates, subject, in
any event, to the Fund's obtaining favorable prices and executions of orders,
consistent with the various services provided.
4. The Advisor may act as investment advisor to one or more other
investment companies. If, while so acting, it appears that the purchase or sale
of securities of the same issuer is advantageous to the Fund and such other
investment companies and is consistent with the investment objectives of the
Fund and such other companies, and if such purchases or sales should be executed
at approximately the same time, each will be executed on a proportionate basis
if feasible, and in the alternative, on a rotating or other equitable basis.
5. The Advisor assumes no responsibility under this Agreement other than
to render the services called for hereunder in good faith, and shall not be
responsible for any action of the Fund in following or declining to follow any
advice or recommendations of the Advisor. The
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Advisor shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with matters to which this Agreement
relates except for it loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Advisor in the performance of its duties
under this Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any
Director, officer or employee of the Advisor who may also be a Trustee, officer
or other employee of the Fund to engage in any other business or to devote his
time and attention in part to the management or other aspects of any other
business, whether of a similar or dissimilar nature, nor limit or restrict the
right of the Advisor to engage in any other business or to render services of
any kind to any other corporation, firm, individual or association. Trustees
and employees of the Fund are, therefore, specifically permitted to serve from
time to time as directors, officers and employees of other corporations
including the Advisor and subsidiaries, other companies which it may acquire, or
with which it may merge or consolidate, and other investment companies which the
Advisor may organize or sponsor.
7. This Agreement shall become effective when approved by vote of a
majority of the outstanding voting securities of the Fund, as defined in Section
2(a)(42) of the Investment Company Act of 1940, and may be amended by similar
approval.
8. This Agreement may be terminated at any time in accordance with the
provisions of Section 3.2 of the Trust Indenture.
9. This Agreement shall remain in effect for a period of two years from
the date of execution, and shall continue in effect thereafter only so long as
it is specifically approved annually by the Trustees, including the vote of a
majority thereof who are not parties to the Agreement or "interested persons",
as defined in Section 2(a)(19) of the Investment Company Act of 1940 of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, or by the vote of the holders of a majority, as so defined, of the
outstanding voting securities of the Fund and by the vote of a majority of the
Trustees who are not parties to the Agreement or "interested persons", as so
defined, of any such party, cast in person at a meeting called for the purpose
of voting on such approval.
10. The Trust Indenture is incorporated herein by reference and this
Agreement shall be governed thereby and interpreted in a manner consistent
therewith.
11. Notices to the Advisor shall be addressed to Steadman Security
Corporation, 1730 K Street, Northwest, Washington, D.C. 20006; notices to the
Fund shall be addressed to Steadman Security Trust, 1730 K Street, Northwest,
Washington, D.C. 20006.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized:
STEADMAN SECURITY TRUST
Attest:
By
- -------------------------------- ---------------------------------
Charles W. Steadman
Chairman and President of the Trust
STEADMAN SECURITY CORPORATION
Attest:
By
- -------------------------------- -----------------------------------
Executive Vice President-Investments
and Secretary
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