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Misc. Advisory Agreements

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Preview Full Doc	2003	Master Business Management and Investment Advisory Agreement Master Business Management and Investment Advisory Agreement (22K) Doc #107799: Click preview link for longer preview. Exhibit (d)(6) MASTER BUSINESS MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 31st day of December, 2002, by Ivy Fund (the "Fund") and Waddell & Reed Ivy Investment Company (the "Manager"). WHEREAS, the Fund is an open-end investment company organized as a Massachusetts business trust and consists of one or more separate investment portfolios (the "Portfolios") as may be established and designated from time to time; WHEREAS, the Fund desires the services of the Manager as business manager and investment adviser with respect to such Portfolios as shall be designated in supplements to this Agreement as further agreed between the Fund and the Manager; and WHEREAS, the Fund engages in the business of investing and reinvesting the assets of the Portfolios in the manner and in accordance with the investment objectives and restrictions specified in the currently effective prospectus and statement of additional information (the "Prospectus") relating to the Portfolios included in the Fund's Registration Statement, as amended from time to time, filed by the Fund under the Investment Company Act of 1940 (the "1940 Act") and the Securities Act of 1933; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: 1. Appointment. The Fund hereby appoints the Manager to provide the business management and investment advisory services specified in this Agreement with regard to such Portfolios as shall be designated in supplements to this Agreement, and the Manager hereby accepts such appointment. 2. Investment Advisory Services. (a) As investment adviser to the Portfolios, the Manager shall make investments for the account of each Portfolio in accordance with the Manager's best judgment and within the investment objectives and restrictions set forth in the Prospectus applicable to the Portfolios, the 1940 Act and the provisions of the Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted by the Fund's Board of Trustees. (b) The Manager will determine the securities to be purchased or sold by each Portfolio and will place orders pursuant to its determinations with any broker or dealer who deals in such securities. The Manager also shall (i) comply with all reasonable requests of the Fund for information, including information required in connection with the Fund's filing with the Securities and Exchange Commission (the "SEC") and state securities commissions, and (ii) provide such other services as the Manager shall from time to time determine to be necessary or useful to the administration of the Portfolios. (c) The Manager shall furnish to the Fund's Board of Trustees periodic reports on the investment performance of each Portfolio and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Fund's officers or Board of Trustees shall reasonably request. (d) On occasions when the Manager deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other customers, the Manager, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Manager also may purchase or sell a particular security for one or more customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio involved and to such other customers. 3. Business Management Services. (a) The Manager shall supervise the Portfolios' business and affairs and shall provide such services reasonably necessary for the operation of the Portfolios as are not provided by employees or other agents engaged by the Portfolios; provided, that the Manager shall not have any obligation to provide under this Agreement any direct or indirect services to the Portfolios' shareholders, any services related to the distribution of the Portfolios' shares, or any other services which are the subject of a separate agreement or arrangement between the Portfolios and the Manager. Subject to the foregoing, in providing business management services hereunder, the Manager shall, at its expense, (1) coordinate with the Portfolios' Custodian and monitor the services it provides to the Portfolios; (2) coordinate with and monitor any other third parties furnishing services to the Portfolios; (3) provide the Portfolios with the necessary office space, telephones and other communications facilities as are adequate for the Portfolios' needs; (4) provide the services of individuals competent to perform administrative and clerical functions which are not performed by employees or other agents engaged by the Portfolios or by the Manager acting in some other capacity pursuant to a separate agreement or arrangement with the Portfolios; (5) maintain or supervise the maintenance by third parties of such books and records of the Fund as may be required by applicable Federal or state law; (6) authorize and permit the Manager's directors, officers and employees who may be elected or appointed as trustees or officers of the Fund to serve in such capacities; and (7) take such other 107799	Ivy Fund
Preview Full Doc	2003	Investment Advisory Fees Investment Advisory Fees (16K) Doc #108076: Click preview link for longer preview. Investment Advisory Agreement Between Gartmore Mutual Funds and Gartmore Mutual Fund Capital Trust Effective , 2003 -------------- {TABLE} {CAPTION} Funds of the Trust Advisory Fees ------------------ ------------- {S} {C} Gartmore Nationwide Fund 0.60% on assets up to $250 million (formerly Gartmore Total Return Fund) 0.575% on assets of $250 million and more but less than $1 billion Gartmore Growth Fund 0.55% on assets of $1 billion and more but less than $2 billion (formerly Nationwide Growth Fund) 0.525% on assets of $2 billion and more but less than $5 billion 0.50% for assets of $5 billion and more Gartmore Value Opportunities Fund 0.70% on assets up to $250 million (formerly Nationwide Value Opportunities 0.675% on assets of $250 million and more but less than $1 billion 108076	Gartmore Mutual Funds
Preview Full Doc	2003	Investment Advisory and Service Agreement [Form of Amended] Investment Advisory and Service Agreement [Form of Amended] (11K) Doc #108283: Click preview link for longer preview. AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT THIS AGREEMENT, dated and effective as of the 1st day of January, 2003, is made and entered into by and between AMERICAN BALANCED FUND, INC., a Maryland corporation, (hereinafter called the "Fund"), and CAPITAL RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation, (hereinafter called the "Adviser"). The parties agree as follows: 1. The Fund hereby employs the Adviser to determine what securities shall be purchased or sold by the Fund with respect to the investment and reinvestment of the assets of the Fund. The Adviser hereby accepts such employment and agrees to render the services and to assume the obligation to the extent herein set forth, for the compensation herein provided. The Adviser shall, for all purposes herein, be deemed an independent contractor and not an agent of the Fund. 2. The Adviser agrees to provide supervision of the portfolio of the Fund and to determine what securities or other property shall be purchased or sold by the Fund, giving due consideration to the policies of the Fund as expressed in the Fund's Articles of Incorporation, By-Laws, Registration Statement under the Investment Company Act of 1940 (the "1940 Act"), Registration Statement under the Securities Act of 1933 (the "1933 Act"), and prospectus as in use from time to time, as well as to the factors affecting the Fund's status as a regulated investment company under the Internal Revenue Code. 108283	Capital Research and Management Company;	American Balanced Fund Inc.
Preview Full Doc	2003	Letter Agreement Letter Agreement (4K) Doc #192697: Click preview link for longer preview. April 14, 2003 [USA BROADBAND LOGO] Mr. Ric Landry Maroon Bells Capital 269 Market Square Lake Forest, IL 60045 Dear Mr. Landry, When executed by the undersigned where indicated below, this letter will form an Advisory Agreement (the "Agreement") for the 36 month period commencing April 15, 2003 between Ric Landry, an individual and independent contractor ("Advisor") and USA Broadband, Inc. whereby Advisor will provide certain Advisory services to USAB on a non-exclusive basis, including general corporate advisory and development services. Advisor will devote a portion of his professional resources to USAB during the course of this agreement. A. Advisory Services to Be Performed for USAB by Advisor 1. General Corporate Advisory Services. Advisor will provide as needed, USAB with advice in connection with (i) structuring and implementing its overall corporate finance strategy and corporate development strategy, (ii) review and analysis of public filings, business plans, corporate materials, and investor relations materials; and (iii) general Advisory services including funding related assistance and guidance. Compensation: As consideration to Advisor for the commencement of services hereunder, USAB agrees to pay a retainer of not less than $1.00 (one dollar) per year. In the event the company is able to (i) secure permanent funding of $5 million or more, or (ii) a significant event or transaction occurs such that the company realizes sufficient liquidity to meet current operating requirements, the Advisor will be entitled to an amount greater than the $1.00 retainer. Said amount to be determined and agreed upon between Advisor and Company and approved by the board of Directors. 192697	USA Broadband USA Broadband, Inc. ( Financial ) As referenced in this Letter Agreement: USA Broadband, Inc – Advisory Agreement (the "Agreement") for the 36 month period commencing April 15, 2003 between Ric Landry, an individual and independent contractor ("Advisor") and USA Broadband, Inc . whereby Advisor will provide certain Advisory services to USAB on a non-exclusive basis, including general corporate advisory and development services. Advisor _____________ USA Broadband, Inc – counterparts, including fax signatures. Changes in the terms and conditions of this Agreement may be enacted only with mutual written consent. ACCEPTED FOR USA Broadband, Inc . /s/ GRANT MILLER Grant Miller Date: 4/15/03 ACCEPTED by Ric Landry /s/ RIC LANDRY Date: QuickLinks Exhibit 10.1 _____________ dt 238064
Preview Full Doc	2002	Letter Agreement Re: Advisory Agreement Letter Agreement Re: Advisory Agreement (2K) Doc #230485: Click preview link for longer preview. HYATON ORGANICS INC. 414 Viewcrest Rd. Kelowna B.C. V1W 4J8 Ph. (250) 764-7677 Fax (250) 764-7677 April 12, 2001 Mr. Kenenth Swaisland The Samarac Corporation Ltd. 905 Kenwood Rd. West Vancouver, B.C. V7S 1T2 Dear Ken, RE: Advisory Agreement This letter sets out the general terms and conditions of our agreement respecting the advisory services to be provided by The Samarac Corporation Ltd. on behalf of Hyaton Organics Inc. 1. Hyaton to retain the advisory services of The Samarac Corporation Ltd. to act as its international strategic planner and to assist the Company to secure financing new business opportunities and further development of corporate matters under the following general terms: 230485	Cardinal Cardinal Minerals, Inc. ( Chemical Manufacturing ) ; Hyaton Organics Inc.;	Kenenth Swaisland; The Samarac Corporation Ltd.
Preview Full Doc	2002	Assignment of Administrative and Advisory Agreement Assignment of Administrative and Advisory Agreement (3K) Doc #254848: Click preview link for longer preview. ASSIGNMENT OF ADMINISTRATIVE AND ADVISORY AGREEMENT --------------------------------------------------- This Assignment of Administrative and Advisory Agreement ("Assignment") made as of April 30, 1999 by and between CEDAR INCOME FUND, LTD., a Maryland corporation ("Assignor") and CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Assignee"). BACKGROUND ---------- (a) Assignor has entered into an Administrative and Advisory Agreement ("Agreement") dated as of April 2, 1998 with Cedar Bay Realty Advisors, Inc., a New York corporation ("Advisor") with respect to day-to-day administrative functions. (b) Assignor has sold substantially all of its assets to Assignee, a limited partnership of which Assignor is the general partner. (c) Assignor desires to assign its rights and obligations under the Agreement to Assignee and Assignee desires to assume such rights and obligations. NOW, THEREFORE, in consideration of the agreements and covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Assignor and Assignee agree as follows: 254848	Cedar Bay Realty Cedar Bay Realty Advisors, Inc. ( Real Estate ) As referenced in this Assignment of Administrative and Advisory Agreement: Cedar Bay Realty Advisors, – Delaware limited partnership ("Assignee"). BACKGROUND ---------- (a) Assignor has entered into an Administrative and Advisory Agreement ("Agreement") dated as of April 2, 1998 with Cedar Bay Realty Advisors, Inc., a New York corporation ("Advisor") with respect to day-to-day administrative functions. (b) Assignor has sold substantially all of its _____________ CEDAR BAY REALTY ADVISORS, – P. By: Cedar Income Fund, Ltd., general partner By:_____________________________ Name: Leo S. Ullman Title: President The foregoing Assignment is hereby consented to: CEDAR BAY REALTY ADVISORS, INC. By:_________________________________ Name: Brenda J. Walker Title: Vice President {/TEXT} {/DOCUMENT} _____________ dt 112641 ; CIFP Cedar Income Fund Partnership, LP ( Miscellany ) As referenced in this Assignment of Administrative and Advisory Agreement: CEDAR INCOME FUND PARTNERSHIP, – Administrative and Advisory Agreement ("Assignment") made as of April 30, 1999 by and between CEDAR INCOME FUND, LTD., a Maryland corporation ("Assignor") and CEDAR INCOME FUND PARTNERSHIP, L.P., a Delaware limited partnership ("Assignee"). BACKGROUND ---------- (a) Assignor has entered into an Administrative and Advisory Agreement ("Agreement") dated as of _____________ CEDAR INCOME FUND PARTNERSHIP, – of Administrative and Advisory Agreement Page 2 of 2 ASSIGNOR: CEDAR INCOME FUND, LTD. By:_________________________________ Name: Leo S. Ullman Title: President ASSIGNEE: CEDAR INCOME FUND PARTNERSHIP, L.P. By: Cedar Income Fund, Ltd., general partner By:_____________________________ Name: Leo S. Ullman Title: President The foregoing Assignment is hereby _____________ dt 109146 ;	Cedar Shopping Cedar Shopping Centers Inc. ; Cedar Income Fund, Ltd.
Preview Full Doc	2002	Letter Agreement Re: Advisory Agreement [Amended and Restated 2000] Letter Agreement Re: Advisory Agreement [Amended and Restated 2000] (5K) Doc #262392: Click preview link for longer preview. The Hampstead Group, L.L.C. 2200 Ross Avenue, Suite 4200 West Dallas, Texas 75201-6799 February 21, 2002 Omega Healthcare Investors, Inc. 900 Victors Way, Suite 350 Ann Arbor, Michigan 48108 Ladies and Gentlemen: Reference is made to (i) the Amended and Restated Advisory Agreement, dated as of October 4, 2000 (as amended, the "Advisory Agreement"), between Omega Healthcare Investors, Inc. (the "Company") and The Hampstead Group, L.L.C. ("Hampstead") and (ii) the Letter Agreement, dated June 2, 2001 (the "Letter Agreement"), between the Company and Hampstead. Capitalized terms used herein but not defined have the meanings given to those terms in the Advisory Agreement. By signing in the space provided below, Hampstead and the Company agree, in accordance with the Advisory Agreement, as follows: 1. Completion of Services. Upon the closing of the Rights Offering (as defined in the Investment Agreement) and the investment to be made by Explorer Holdings, L.P. pursuant to the Investment Agreement, dated as of October 29, 2001 (the "Investment Agreement"), (i) Hampstead shall have, as of the date of the Investment Agreement, fulfilled all of its obligations to provide the Services (as defined in the Letter Agreement) referred to in Paragraph 4 of Section B of the Letter Agreement and (ii) the Y2000/2001 Advisory Fee shall be due and payable on the date all of the conditions for payment of the Y2000/2001 Advisory Fee set forth in Section 2(c)(i) through (iii) of the Advisory Agreement have been satisfied. 262392	Omega Healthcare Omega Healthcare Investors Inc. ( Real Estate ) As referenced in this Letter Agreement Re: Advisory Agreement [Amended and Restated 2000]: Omega Healthcare Investors, – L.L.C. {TEXT} The Hampstead Group, L.L.C. 2200 Ross Avenue, Suite 4200 West Dallas, Texas 75201-6799 February 21, 2002 Omega Healthcare Investors, Inc. 900 Victors Way, Suite 350 Ann Arbor, Michigan 48108 Ladies and Gentlemen: Reference is made to (i) the Amended and Restated _____________ Omega Healthcare Investors, – Reference is made to (i) the Amended and Restated Advisory Agreement, dated as of October 4, 2000 (as amended, the "Advisory Agreement"), between Omega Healthcare Investors, Inc. (the "Company") and The Hampstead Group, L.L.C. ("Hampstead") and (ii) the Letter Agreement, dated June 2, 2001 (the "Letter _____________ OMEGA HEALTHCARE INVESTORS, – and accepted as of the date first written above, which agreement has been approved by a majority of the Company's independent directors. OMEGA HEALTHCARE INVESTORS, INC. By: /s/ C. TAYLOR PICKETT ----------------------------- C. Taylor Pickett Chief Executive Officer {/TEXT} {/DOCUMENT} _____________ dt 144774 ; Hampstead Group, L.L.C;	Explorer Holdings, L.P.
Preview Full Doc	2001	Letter Agreement Re: Advisory Agreement [Amended and Restated] Letter Agreement Re: Advisory Agreement [Amended and Restated] (15K) Doc #262441: Click preview link for longer preview. The Hampstead Group, L.L.C. 2200 Ross Avenue, Suite 4200 West Dallas, Texas 75201-6799 June 1, 2001 Omega Healthcare Investors, Inc. 900 Victors Way, Suite 350 Ann Arbor, Michigan 48108 Ladies and Gentlemen: Reference is made to the Amended and Restated Advisory Agreement dated as of October 4, 2000 (as amended, the "Agreement") between Omega Healthcare Investors, Inc. (the "Company") and The Hampstead Group, L.L.C. ("Hampstead"). Capitalized terms used herein but not defined have the meanings given to those terms in the Agreement. By signing in the space provided below, Hampstead and the Company agree, in accordance with Section 1 of the Agreement, as follows: A. Past Services. The parties agree that Hampstead has previously provided services under the Agreement ("Past Services"), including without limitation the following: 1. Chief Financial Officer. Richard FitzPatrick has served full-time in the capacity as Chief Financial Officer of the Company for the period July 1, 2000 through April 30, 2001. 2. Chairman / Executive Chairman. Daniel Decker has served as Chairman/Executive Chairman of the Company since July 16, 2000 and has devoted substantially all his efforts during working hours to the Company's business. 3. Executive Search and Strategic Matters. Donald McNamara has assisted the Company in its search for a new Chief Executive Officer and other senior management and with respect to various strategic matters. 4. Company Indebtedness. Kurt Read, Steven Sheetz and/or other individuals at Hampstead have advised and assisted the Company in its efforts (i) to refinance, repay or extend the respective maturity dates of the Company's indebtedness that may be incurred pursuant to (A) the Loan Agreement, dated as of August 16, 2000, by and among the Company, Sterling Acquisition Corp., Delta Investors I, LLC, The Provident Bank, as Agent, and the various lenders named therein, as amended (the "Provident Debt"), (B) the Loan Agreement, dated as of June 15, 2000, by and among the Company and certain of its subsidiaries, the Banks signatory thereto and Fleet Bank, N.A., as Agent for such Banks, as amended (the "Fleet Debt"), (C) the Indenture, dated as of August 27, 1997, between the Company and NBD Bank, as Trustee, as amended (the "2002 Public Debt"), and (D) the Indenture, dated as of January 24, 1997, between the Company and NBD Bank, as Trustee, as amended (together with the Provident Debt, the Fleet Debt and the 2002 Public Debt, collectively, the "Company Indebtedness"), and (ii) to manage the Company's capitalization and liquidity. 5. Other Past Services. Various other individuals at Hampstead have devoted significant amounts of time with respect to financial, strategic growth, asset disposition and other matters. B. Anticipated Services. The parties agree that Hampstead shall provide the following services under the Agreement through December 31, 2001 ("Anticipated Services," and together with the Past Services, the "Services"): 262441	Omega Healthcare Omega Healthcare Investors Inc. ( Real Estate ) As referenced in this Letter Agreement Re: Advisory Agreement [Amended and Restated]: Omega Healthcare Investors, – TEXT} Exhibit 10.1 ------------ The Hampstead Group, L.L.C. 2200 Ross Avenue, Suite 4200 West Dallas, Texas 75201-6799 June 1, 2001 Omega Healthcare Investors, Inc. 900 Victors Way, Suite 350 Ann Arbor, Michigan 48108 Ladies and Gentlemen: Reference is made to the Amended and Restated Advisory _____________ Omega Healthcare Investors, – and Gentlemen: Reference is made to the Amended and Restated Advisory Agreement dated as of October 4, 2000 (as amended, the "Agreement") between Omega Healthcare Investors, Inc. (the "Company") and The Hampstead Group, L.L.C. ("Hampstead"). Capitalized terms used herein but not defined have the meanings given _____________ OMEGA HEALTHCARE INVESTORS, – and accepted as of the date first written above, which agreement has been approved by a majority of the Company's independent directors. OMEGA HEALTHCARE INVESTORS, INC. By: /s/ THOMAS W. ERICKSON ------------------------ Thomas W. Erickson Chief Executive Officer {/TEXT} {/DOCUMENT} _____________ dt 144823 ; Fleet Bank Fleet Bank, NA ( Financial ) As referenced in this Letter Agreement Re: Advisory Agreement [Amended and Restated]: Fleet Bank, – Loan Agreement, dated as of June 15, 2000, by and among the Company and certain of its subsidiaries, the Banks signatory thereto and Fleet Bank, N.A., as Agent for such Banks, as amended (the "Fleet Debt"), (C) the Indenture, dated as of August 27, 1997, between _____________ dt 161361 ; Hampstead Group, L.L.C.;	Richard Fitzpatrick; Daniel Decker; More...

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