Exhibit 10.13
INVESTMENT MANAGEMENT
AGREEMENT
THIS AGREEMENT,
originally made the 9th day of March, 1995, by and between
WADDELL & REED ADVISORS ASSET STRATEGY FUND, INC., (f/k/a
United Asset Strategy Fund, Inc.) (“Fund”), and
WADDELL & REED INVESTMENT MANAGEMENT COMPANY
(“WRIMCO”), and hereby amended and restated effective
November 9, 2005, has been approved, annually, by the Board of
Directors, including separate approval by the Disinterested
Directors, as prescribed by Section 15(c) of the
Investment Company Act of 1940, as amended (“1940
Act”).
WITNESSETH:
In consideration of the
mutual promises and agreements herein contained and other good and
valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto
as follows:
I.
In General
WRIMCO agrees to act as investment adviser to the Fund with respect
to the investment of its assets and in general to supervise the
investments of the Fund, subject at all times to the direction and
control of the Board of Directors of the Fund, all as more fully
set forth herein.
II.
Duties of WRIMCO with respect to investment of assets of the
Fund
A. WRIMCO shall regularly provide investment advice to the
Fund and shall, subject to the succeeding provisions of this
section, continuously supervise the investment and reinvestment of
cash, securities or other property comprising the assets of the
investment portfolio of the Fund; and in furtherance thereof,
WRIMCO shall:
1. obtain and evaluate pertinent information about
significant developments and economic, statistical and financial
data, domestic, foreign or otherwise, whether affecting the economy
generally or the portfolio of the Fund, and whether concerning the
individual companies whose securities are included in the
Fund’s portfolio or the industries in which they engage, or
with respect to securities which WRIMCO considers desirable for
inclusion in the Fund’s portfolio;
2. furnish continuously an investment program for the
portfolio of the Fund;
3. determine what securities shall be purchased or sold by
the Fund;
4. take, on behalf of the Fund, all actions which appear to
WRIMCO necessary to carry into effect such investment programs and
supervisory functions as aforesaid, including the placing of
purchase and sale orders.
B. WRIMCO shall make appropriate and regular reports to the
Board of Directors of the Fund on the actions it takes pursuant to
Section II.A. above. Any investment programs furnished
by WRIMCO under this section, or any supervisory function taken
hereunder by WRIMCO shall at all times conform to and be in
accordance with any requirements imposed by:
1. the provisions of the 1940 Act and any rules or
regulations in force thereunder;
2. any other applicable provision of law;
3. the provisions of the Articles of Incorporation of the
Fund as amended from time to time;
4. the provisions of the Bylaws of the Fund as amended from
time to time;
5. the terms of the registration statement of the Fund, as
amended from time to time, under the Securities Act of 1933 and the
1940 Act.
C. Any investment programs furnished by WRIMCO under this
section or any supervisory functions taken hereunder by WRIMCO
shall at all times be subject to any directions of the Board of
Directors of the Fund, its Executive Committee, or any committee or
officer of the Fund acting pursuant to authority given by the Board
of Directors.
III.
Allocation of Expenses
The expenses of the Fund and the expenses of WRIMCO in performing
its functions under this Agreement shall be divided into two
classes, to wit: (i) those expenses which will be paid
in full by WRIMCO as set forth in subparagraph “A”
hereof, and (ii) those expenses which will be paid in full by
the Fund, as set forth in subparagraph “B”
hereof.
A. With respect to the duties of WRIMCO under Section II
above, it shall pay in full, except as to the brokerage and
research services acquired through the allocation of commissions as
provided in Section IV hereinafter, for (a) the salaries
and employment benefits of all employees of WRIMCO who are engaged
in providing these advisory services; (b) adequate office
space and suitable office equipment for such employees; and
(c) all telephone and communications costs relating to such
functions. In addition, WRIMCO shall pay the fees and
expenses of all directors of the Fund who are employees of WRIMCO
or an affiliated corporation and the salaries and employment
benefits of all officers of the Fund who are affiliated persons of
WRIMCO.
B. The Fund shall pay in full for all of its expenses which
are not listed above (other than those assumed by WRIMCO or its
affiliates in their respective capacities as principal underwriter
of the shares of the Fund, as Shareholder Servicing Agent or as
Accounting Services Agent for the Fund), including (a) the
costs of preparing and printing prospectuses and reports to
shareholders of the Fund, including mailing costs; (b) the
costs of printing all proxy statements and all other costs and
expenses of meetings of shareholders of the Fund (unless the Fund
and
2
WRIMCO shall otherwise
agree); (c) interest, taxes, brokerage commissions and
premiums on fidelity and other insurance; (d) audit fees and
expenses of independent accountants and legal fees and expenses of
attorneys, but not of attorneys who are employees of WRIMCO or an
affiliated company; (e) fees and expenses of its directors not
affiliated with WRIMCO or its affiliates; (f) custodian fees
and expenses; (g) fees payable by the Fund under the
Securities Act of 1933, the 1940 Act, and the securities or
“Blue-Sky” laws of any jurisdiction; (h) fees and
assessments of the Investment Company Institute or any successor
organization; (i) such nonrecurring or extraordinary expenses
as may arise, including litigation affecting the Fund, and any
indemnification by the Fund of its officers, directors, employees
and agents with respect thereto; (j) the costs and expenses
provided for in any Shareholder Servicing Agreement or Accounting
Services Agreement, including amendments thereto, contemplated by
subsection C of this Section III. In the event that any
of the foregoing shall, in the first instance, be paid by WRIMCO,
the Fund shall pay the same to WRIMCO on presentation of a
statement with respect thereto.
C. WRIMCO or an affiliate of WRIMCO, may also act as
(i) transfer agent or shareholder servicing agent of the Fund
and/or as (ii) accounting services agent of the Fund if at the
time in question there is a separate agreement, “Shareholder
Servicing Agreement” and/or “Accounting Services
Agreement,” covering such functions between the Fund and
WRIMCO or such affiliate. The corporation, whether WRIMCO or
its affiliate, which is the party to such Agreement with the Fund
is referred to as the “Agent.” Ea
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