<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
BIRMINGHAM STEEL CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
091250100
(CUSIP Number)
Gene T. Price, Esq.
Burr & Forman LLP
Suite 3100 SouthTrust Tower
420 North Twentieth Street
Birmingham, AL 35203
(205) 251-3000
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 7, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
<PAGE> 2
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 3
CUSIP No. 091250100
1. Name of Reporting Person: The United Company
IRS Identification No. 54-1120913
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Virginia
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,825,400
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,825,400
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,825,400
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.1%
14. Type of Reporting Person: HC
<PAGE> 4
CUSIP No. 091250100
1. Name of Reporting Person: United Management Company LLC
IRS Identification No. 54-1884068
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,962,200
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,962,200
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,962,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.6%
14. Type of Reporting Person: OO
<PAGE> 5
CUSIP No. 091250100
1. Name of Reporting Person: United Opportunities Fund, LLC
IRS Identification No. 54-1886995
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,635,300
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,635,300
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,635,300
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: OO
<PAGE> 6
CUSIP No. 091250100
1. Name of Reporting Person: The Summit Fund, LLC
IRS Identification No. 54-1897775
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 190,100
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 190,100
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 190,100
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: OO
<PAGE> 7
CUSIP No. 091250100
1. Name of Reporting Person: UC Investment Trust
IRS Identification No. 54-1901936
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Ohio
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 90,800
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 90,800
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 90,800
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: OO
<PAGE> 8
CUSIP No. 091250100
1. Name of Reporting Person: Nicholas D. Street
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF; AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 10,000
8. Shared Voting Power: 1,966,200
9. Sole Dispositive Power: 10,000
10. Shared Dispositive Power: 1,966,200
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,966,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.6%
14. Type of Reporting Person: IN
<PAGE> 9
CUSIP No. 091250100
1. Name of Reporting Person: James W. McGlothlin
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 6,500
8. Shared Voting Power: 1,987,200
9. Sole Dispositive Power: 6,500
10. Shared Dispositive Power: 1,987,200
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,987,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.7%
14. Type of Reporting Person: IN
<PAGE> 10
13D - AMENDMENT NO. 6
The undersigned hereby amend their Schedule 13D Statement dated
July 29, 1999, as amended by Amendment No. 1 dated August 16, 1999, as amended
by Amendment No. 2 dated August 24, 1999, as amended by Amendment No. 3 dated
September 10, 1999, as amended by Amendment No. 4 dated September 21, 1999, as
further amended by Amendment No. 5 dated December 3, 1999 (the "Schedule 13D"),
relating to the common stock, par value $.01 per share, of Birmingham Steel
Corporation as set forth herein. Unless otherwise indicated, all defined terms
used herein shall have the meaning ascribed to them in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
No material change.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby deleted in its entirety and restated as follows:
(a)-(c) and (f). The persons filing this statement are as follows:
<TABLE>
<CAPTION>
Principal Business/Residence
Name Address
---- -------
<S> <C> <C>
1. The United Company, 1005 Glenway Avenue
a Virginia corporation Bristol, Virginia 24203
2. United Management Company, LLC, 1005 Glenway Avenue
a Delaware limited liability company Bristol, Virginia 24203
3. United Opportunities Fund, LLC, 1005 Glenway Avenue
a Delaware limited liability company Bristol, Virginia 24203
4. The Summit Fund, LLC, 1005 Glenway Avenue
a Delaware limited liability company Bristol, Virginia 24203
5. UC Investment Trust, 1005 Glenway Avenue
an Ohio business trust Bristol, Virginia 24203
6. Nicholas D. Street, 1005 Glenway Avenue
a citizen of the United States Bristol, Virginia 24203
7. James W. McGlothlin, 1005 Glenway Avenue
a citizen of the United States Bristol, Virginia 24203
</TABLE>
The above-named persons are sometimes collectively referred to herein
as the "Reporting Persons".
<PAGE> 11
Nicholas D. Street ("Street") and James W. McGlothlin ("McGlothlin")
directly or indirectly control the following entities (collectively, the "United
Entities"):
1. The United Company
Street and McGlothlin wholly own The United Company ("United
Company") with each of them owning fifty percent (50%) of the outstanding common
stock of United Company.
United Company is primarily engaged in the business of
financial services and also invests in or has operations in oil and gas, real
estate and golf development, cogeneration, and construction supply and
distribution. Street is vice president, secretary, and a director of United
Company. McGlothlin is president, chief executive officer, treasurer, and
chairman of the board of directors of United Company. Lois A. Clarke ("Clarke")
is executive vice president and chief financial officer of United Company. Wayne
L. Bell ("Bell) is executive vice president and general counsel and Ted G. Wood
("Wood") is president of operations.
2. United Management Company, LLC
Street and McGlothlin are the controlling owners of United
Management Company, LLC ("Management Company") with each of them owning a
forty-seven and one-half percent (47.5%) ownership interest in Management
Company. Management Company's principal business is investing in securities and
managing investments for third parties. Management Company is managed by a Board
of Managers consisting of Street, McGlothlin, Clarke, Bell, and Wood. Executive
officers of Management Company are as follows: (a) Clarke - president, (b)
Street - secretary and treasurer, (c) Jimmy D. Viers ("Viers") - executive vice
president, (d) Ronald E. Oliver ("Oliver") - executive vice president and
assistant treasurer, and (e) Steven Layfield ("Layfield") - vice president and
secretary.
3. United Opportunities Fund, LLC and The Summit Fund, LLC
Street and McGlothlin indirectly control the United
Opportunities Fund, LLC ("UO Fund") and The Summit Fund, LLC ("Summit Fund") by
virtue of their direct control of United Company, the principal owner of the UO
Fund and Summit Fund, and by their direct control of Management Company, the
managing member of both UO Fund and Summit Fund. UO Fund and Summit Fund are
privately held investment funds. United Company owns approximately seventy-six
percent (76%) of UO Fund and ninety-nine percent (99%) of Summit Fund.
Management Company owns one percent (1%) of both UO Fund and Summit Fund in its
managing member capacity.
<PAGE> 12
4. UC Investment Trust
UC Investment Trust ("UCI Trust"), an open-end management investment
company organized as an Ohio business trust, operates a publicly traded mutual
fund (the "Fund"). The UCI Trust has a Board of Trustees that supervises the
business activities of the Trust. Mr. McGlothlin serves on the Board of
Trustees. Other members of the Board of Trustees, their residence or business
address and their occupations are set forth on Exhibit A hereto, which is
incorporated herein by reference.
By a majority vote of independent Trustees, the Board of Trustees has
retained the Management Company to manage the Fund's investments. By virtue of
their controlling ownership of the Management Company, Street and McGlothlin may
be deemed beneficial owners of the Shares held by the UCI Trust. However, Street
and McGlothlin do not directly participate in the daily investment decisions of
the Fund.
McGlothlin and Street are principally employed by United Company and
its affiliates in the capacities listed above. Clarke, Bell, Wood, Viers,
Oliver, and Layfield are citizens of the United States principally employed by
Management Company and/or United Company in the above stated capacities at the
principal office addresses shown in Item 2 for such entities.
(d) and (e). Neither the Reporting Persons nor any executive officer,
director, or manager of the Reporting Persons has, during the past five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of any violation with respect to such
laws.
<PAGE> 13
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby deleted in its entirety and restated as follows:
UO Fund and Summit Fund used approximately $11,124,512 and $2,201,085,
respectively, of funds available for investment to purchase their Shares. UCI
Trust used approximately $523,162 of funds available for investment in order to
purchase Shares held by the UCI Fund. Management Company used approximately
$279,913 of funds available for investment in discretionary investment accounts
of its clients in order to purchase Shares for such clients. Street used
approximately $70,403 of personal funds to purchase the Shares he owns directly.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby deleted in its entirety and restated as follows:
The purpose of this filing is to report the dissolution and disbandment
of the United Company Shareholder Group. The United Company Shareholder Group
(the "United Group") a group of the Issuer's shareholders owning approximately
eight percent (8%) of the Issuer's Shares, initiated a proxy contest in July
1999 to replace the Issuer's Board of Directors and Chief Executive Officer. The
United Group filed a Schedule 13D with the United States Securities and Exchange
Commission on July 29, 1999 reporting its status as a "group" within the meaning
of Rule 13d-5 promulgated under the Securities and Exchange Act of 1934 (the
"Act") and announcing its intentions to conduct the proxy fight.
On December 2, 1999, the Issuer and members of the United Group entered
into a Settlement Agreement evidencing their agreement to settle the proxy
contest. On December 2, 1999, pursuant to the Settlement Agreement, the Board of
Directors of the Issuer was reconstituted to consist of twelve directors, nine
persons previously designated by the United Group in its proxy solicitation and
three holdovers from the previous Board. The former include John D. Correnti,
James A. Todd, Jr., James W. McGlothlin, Donna M. Alvarado, Robert M. Gerrity,
Alvin R. Carpenter, Robert M. Spilman, Jerry E. Dempsey, and Steven R. Berrard.
The latter include C. Stephen Clegg, Richard de J. Osborne and Robert D.
Kennedy. The new Board held a meeting on December 2, 1999 and elected John D.
Correnti as the Issuer's Chairman and Chief Executive Officer. Mr. Kennedy
subsequently resigned from the new Board on January 27, 2000.
Since the purpose for the formation of the United Group has been
fulfilled, in that, the Board of Directors and Chief Executive Officer have been
replaced with the United Group's nominees and an orderly transition of
management has occurred, the United Group hereby dissolves its previously
proclaimed status as a "group" as defined in Rule 13d-5 of the Act. All
individuals and entities previously comprising the United Group now hold their
Shares individually and for investment purposes.
Upon dissolution of the United Group, McGlothlin and Street may be
deemed beneficial owners of more than five percent (5%) of the Issuer's Shares
through their control of the United Entities. In addition to dissolving the
United Group, this Amendment will serve to satisfy the reporting requirements
of McGlothlin, Street, and the United Entities under Rule 13d-1 of the Act.
From time to time McGlothlin, Street, and the United Entities may
acquire additional Shares or dispose of Shares through open market or privately
negotiated transactions depending on existing market and economic conditions.
Except as specified in this Item 4, McGlothlin, Street, and the United Entities
have no present plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of
the Act.
<PAGE> 14
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby deleted in its entirety and restated as follows:
(a) and (b). In aggregate, Street may be deemed the beneficial owner of
1,976,200 Shares, constituting approximately 6.6% of the total outstanding
Shares of the Issuer (based upon the number of Shares reported to be
outstanding in the Issuer's Proxy Statement dated December 7, 1999).
In aggregate, McGlothlin may be deemed the beneficial owner of
1,993,700 Shares, constituting approximately 6.7% of the total outstanding
Shares.
The basis upon which beneficial ownership for Street and McGlothlin is
calculated is set forth as follows:
(1) Street and McGlothlin, by reason of their control of the United
Entities, share with each other voting and disposition powers of the Shares
owned by the following members of the United Entities and may be deemed
beneficial owners of such Shares:
<TABLE>
<CAPTION>
% of Total
Entity Number of Shares Shares Outstanding
------ ---------------- ------------------
<S> <C> <C>
UO Fund 1,635,300 5.5%
Summit Fund 190,100 0.6%
UCI Trust 90,800 0.3%
</TABLE>
Because of their record ownership, each of the United Entities listed
in the above table may be deemed to share beneficial ownership of the Shares
with Street and McGlothlin.
(2) Management Company is the beneficial owner of 46,000 Shares which
are held in certain individual discretionary investment accounts managed by
Management Company. Management Company has sole voting and disposition power
over the Shares held in these discretionary investment accounts. By virtue of
their control of Management Company, Street and McGlothlin share with each other
voting and disposition powers over these 46,000 Shares and may be deemed
beneficial owners of such Shares, which constitute 0.1% of the total Shares
outstanding.
(3) Street is the direct beneficial owner of 10,000 Shares. Street has
sole voting and disposition power for these 10,000 Shares. Street may be deemed
to beneficially own 2,000 Shares owned directly by his wife, Fay H. Street ("FH
Street"), and 2,000 Shares owned directly by his minor daughter, Lauren Street
("L. Street"). Such Shares together constitute less than one tenth of one
percent of the outstanding Shares. FH Street and L. Street are citizens of the
United States and are not presently employed. The residence address for both FH
Street and L. Street is 101 Lick Branch Road, Bristol, Tennessee 37620.
McGlothlin is the direct beneficial owner of 6,500 Shares, including options for
5,000 Shares at a strike price of $6.3125 granted to McGlothlin by the Issuer
pursuant to the Issuer's Director Stock Option Plan. Such options are fully
exercisable on December 17, 2000. McGlothlin may be deemed the beneficial owner
of 25,000 Shares owned directly by his wife, Frances McGlothlin ("F.
McGlothlin"), which constitute less than one tenth of one percent of the total
Shares outstanding. F. McGlothlin is a citizen of the United States and employed
as an executive assistant with United Company at its principal office address.
<PAGE> 15
(c) The following table sets forth all transactions with respect to the
Issuer's Shares effected during the past sixty days by each of the Reporting
Persons. Each transaction set forth below reflects a purchase or sale effected
by means of open market transactions on the New York Stock Exchange unless
otherwise indicated.
<TABLE>
<CAPTION>
REPORTING TRADE DATE TYPE OF # OF SHARES PRICE PER
PERSON TRANSACTION SHARE ($)
<S> <C> <C> <C> <C>
Management Company(1) 12/22/99 Sale 2,000 5.875
Management Company(1) 1/24/00 Purchase 10,000 4.6875
James W. McGlothlin(2) 12/17/99 Stock Grant 1,500 6.3125
James W. McGlothlin(3) 12/17/99 Option Grant 5,000 6.3125
</TABLE>
<PAGE> 16
(1) Represents Shares purchased by Management Company on behalf of discretionary
account clients.
(2) Represents Shares awarded to Mr. McGlothlin by the Issuer as his annual
retainer fee for serving as a director of the Issuer.
(3) Represents options granted to Mr. McGlothlin by the Issuer pursuant to the
Issuer's Director Stock Option Plan. These options fully vest on December 17,
2000, one year from the grant date of the options.
(d) Management Company does not have any economic or pecuniary interest
in the Shares held in discretionary accounts on behalf of its clients. The
clients are the actual owners of the Shares and have the sole right to receive
and the sole power to direct the receipt of dividends from, or the proceeds from
the sale of Shares in such accounts. UCI Trust and Management Company have no
economic or pecuniary interest in the Shares held by the UCI Fund. The mutual
fund shareholders are the actual owners of the Shares and have the sole right to
receive and sole power to direct the receipt of dividends from, or the proceeds
from the sale of the Shares.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby deleted in its entirety and restated as follows:
The powers of disposition and voting of Management Company with respect
to Shares owned beneficially by it on behalf of its discretionary account
clients are held pursuant to written Investment Management Agreements (the
"Discretionary Account Agreements") with such clients. Under the terms of the
Discretionary Account Agreements, Management Company is granted the sole power
to vote and actively trade securities held in the discretionary investment
accounts. The disposition power of Management Company, with respect to Shares
owned beneficially by it through its management of the UCI Fund, is held
pursuant to a written Advisory Agreement (the "UCI Advisory Agreement") between
Management Company and UCI Trust.
<PAGE> 17
Under the terms of the UCI Advisory Agreement, Management Company has the sole
power to trade securities held by the UCI Fund. The UCI Advisory Agreement was
originally executed by United Investment Corporation ("UI Corporation"). UI
Corporation was reorganized into Management Company in 1998 and Management
Company succeeded to the rights and obligations of UI Corporation under the UCI
Advisory Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Board of Trustees of UCI Trust
Exhibit B: Management Company's Standard Investment Management
Agreement with Discretionary Investment Account Clients
Exhibit C: Advisory Agreement between Management Company and UCI Trust
<PAGE> 18
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 7, 2000
THE UNITED COMPANY
By: /s/ James W. McGlothlin
--------------------------------------------
James W. McGlothlin
President
UNITED MANAGEMENT COMPANY, LLC
By: /s/ Lois A. Clarke
--------------------------------------------
Lois A. Clarke
President and Managing Director
UNITED OPPORTUNITIES FUND, LLC
By: United Management Company, LLC
Its Managing Member
By: /s/ Lois A. Clarke
-----------------------------------
Lois A. Clarke
President and Managing
THE SUMMIT FUND, LLC
By: United Management Company, LLC
Its Managing Member
By: /s/ Lois A. Clarke
-----------------------------------
Lois A. Clarke
President and Managing
Director
UC INVESTMENT TRUST
By: /s/ Lois A. Clarke
--------------------------------------------
Lois A. Clarke
President
<PAGE> 19
/s/ Nicholas D. Street
--------------------------------------------
Nicholas D. Street
/s/ James W. McGlothlin
--------------------------------------------
James W. McGlothlin
/s/ Lois A. Clarke
--------------------------------------------
Lois A. Clarke
/s/ James A. Todd, Jr.
--------------------------------------------
James A. Todd, Jr.
/s/ Mark A. Todd
--------------------------------------------
Mark A. Todd
/s/ John D. Correnti
--------------------------------------------
John D. Correnti
/s/ Paul Ekberg
--------------------------------------------
Paul Ekberg
<PAGE> 1
Exhibit A
UCI Board of Trustees
<TABLE>
<CAPTION>
Name Present Occupation Residence or Business
---- ------------------ ---------------------
Address
--------
<S> <C> <C>
Robert J. Bartel Professor 1350 King College Road
King College Bristol, Tennessee 37620
Aldo Albert Modena Retired 4 Windsor Circle Drive
Bluefield, VA 24605
Robert Henkel Spilman Retired P. O. Box 880
Bassett, VA 24055
Timothy Jackson Sullivan President, College of William Office of the President
and Mary, Williamsburg, VA College of William and Mary
Williamsburg, VA 23185
Charles W. Sydnor, Jr., Ph.D. President & CEO, Central Central Virginia Educational
Virginia Educational Telecommunications, Inc.
Telecommunications, Inc. 23 Sesame Street
Richmond, VA 23235
</TABLE>
<PAGE> 1
EXHIBIT B
INVESTMENT MANAGEMENT AGREEMENT
THIS INVESTMENT MANAGEMENT AGREEMENT dated as of ________ 1999 between
________ (the "Client") and UNITED MANAGEMENT COMPANY, LLC, a Virginia
corporation ("UMC").
Recitals
A. WHEREAS, the Client has determined to engage the services of UMC to
manage certain of its assets.
B. WHEREAS, UMC is an investment adviser registered under the
Investment Advisers Act of 1940.
C. WHEREAS, UMC desires to manage the Client's assets subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and upon the basis of the representations
and warranties contained herein, the parties hereto hereby agree as follows:
1. Appointment and Authority of Investment Manager.
(a) The Client hereby appoints UMC, as an investment manager of
approximately ________________________ and 00/100 Dollars ($______________ to be
deposited in Account Number ______________ at _______________.
(b) UMC, as an investment manager, shall have the power and duty to
manage, acquire and dispose of the Managed Assets with the objective of
maximizing the value thereof in a manner consistent with the investment
guidelines set forth on Exhibit A and subject to any investment restrictions, if
any, set forth on Exhibit A. In that regard, UMC shall have full discretion to
make all investment decisions concerning the timing, frequency and method of
execution of the purchase, sale, retention, exchange or conversion of the
<PAGE> 2
Managed Assets including what investments shall be bought, sold, retained or
exchanged and to direct without the consent or knowledge of the Client, the
execution of investment transactions including the timing, frequency and method
of execution thereof.
(c) Except as otherwise directed by the Client in writing, the
Client agrees to establish an account with any broker or dealer designated by
UMC to effect investment transactions in respect of the Managed Assets so long
as the use of such broker or dealer is consistent with UMC's duties under the
Investment Adviser's Act of 1940. UMC shall select such brokers or dealers in
its own discretion and shall not be responsible for any acts or omissions of any
such brokers or dealers provided UMC is not negligent in the selection of such
brokers or dealers. No commissions or fees shall be incurred which are
substantially greater than those chargeable by other brokers or dealers in the
community for like or comparable services, provided, however, the Client
authorizes UMC, consistent with the foregoing, to select brokers and dealers on
the basis of their having furnished statistical, research and other services to
UMC.
(d) Subject to the foregoing paragraph (c), UMC may utilize the
services of third party advisers and counsel as it deems prudent.
(e) Notwithstanding the discretion of UMC with respect to the
Managed Assets, UMC shall not at any time have any right to custody of any of
the Managed Assets.
(f) The Client acknowledges that UMC, from time to time, may be
acting as an investment manager for other institutional and individual clients
including affiliates of UMC and that investments and reinvestments of the
Managed Assets may differ from those made or recommended with respect to other
accounts and clients even though the investment objectives may be the same or
similar.
2. Fees and Expenses of Investment Manager.
(a) For services rendered, the Client agrees to pay UMC a
management fee of _____________ of one percent (____________%) per annum of the
net asset value
2
<PAGE> 3
of the Managed Assets or such other fee as the Client and UMC shall agree to in
writing from time to time. Net asset value shall be calculated based on the
closing market value of the Managed Assets (net of commissions) as of the last
business day of each month. All management fees due shall be paid to UMC within
thirty (30) days of the end of each calendar quarter. In the event this
Agreement is terminated prior to the end of any calendar quarter, the management
fee shall be prorated to take into account partial months.
(b) In computing the market value of any investment of the Managed
Assets for the purpose of this Agreement, each security listed on any national
securities exchange shall be valued at the last sale price on the valuation
date. Any unlisted stock regularly traded in the over-the-counter market, shall
be valued at the latest available bid price quotation.
(c) For purposes of determining UMC's management fee, there shall
be added to the value of the Managed Assets (i) interest accrued but not
collected on any interest bearing obligation and (ii) dividends declared but not
collected on stock which, if sold, would be sold ex-dividend.
(d) Except as otherwise expressly provided in this Agreement, UMC
shall be responsible for all of its costs and expenses in connection with its
performance of investment management services pursuant to this Agreement.
(e) UMC shall not be responsible for, and the Client shall cause to
be paid on its own behalf interest charges, taxes, fees and commissions of every
kind, and expenses pertaining to transactions involving the Managed Assets not
directly related to the performance by UMC of investment management services.
3. Representations and Warranties.
(a) UMC represents and warrants to the Client that:
(i) UMC is a corporation duly organized, validly existing and
in good standing under the laws of the Commonwealth of Virginia, and has all
necessary power and authority to execute, deliver and perform its obligations
under this Agreement.
3
<PAGE> 4
(ii) UMC is a registered investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act").
(iii) This Agreement has been duly authorized, executed and
delivered by UMC and constitutes the valid and binding obligation of UMC.
(iv) Neither the execution and delivery of this Agreement by
UMC nor the performance of its obligations hereunder, will violate any provision
of law applicable to or affecting UMC, or conflict with, or constitute a default
under, any of the terms of its Articles of Incorporation or Bylaws or any
provision of any agreement or instrument to which it is a party or by which it
may be bound.
(v) UMC has furnished the Client with a written disclosure
statement as contemplated by Rule 204-3 promulgated under the Advisers Act.
(b) The Client represents and warrants to UMC that:
(i) This Agreement has been duly executed and delivered by the
Client and constitutes the valid and binding obligation of the Client.
(ii) Neither the execution and delivery of this Agreement by
the Client, nor the performance of its obligations hereunder, will violate any
provision of law applicable to or affecting the Client or conflict with, or
constitute a default under, any provision of any agreement or instrument to
which the Client is a party or by which the Client may be bound.
4. Covenants.
(a) UMC shall furnish to the Client, on a quarterly basis, written
reports relating to the transactions effected in connection with the Managed
Assets and the results of its investment decisions. It is understood, however,
that UMC in the maintenance of its records does not assume any responsibility
for the accuracy of information furnished by the Client.
(b) UMC shall not be liable for any mistake of judgement as a
result of its investment decisions or any loss or diminution of the Managed
Assets, except due to its
4
<PAGE> 5
own negligence, bad faith, fraud or willful misconduct. The federal securities
laws impose liabilities under certain circumstances on persons who act in good
faith, and therefore nothing herein shall in any way constitute a waiver or
limitation of any rights which the undersigned may have under any federal
securities laws.
(c) UMC shall not assign this Agreement without the express written
consent of the Client.
5. Termination of Agreement.
The Client and UMC shall each have the right, upon 30 days prior
written notice to the other, to terminate this Agreement.
6. Miscellaneous provisions.
(a) Nothing contained in this Agreement is intended to create third
party beneficiaries of or under this Agreement. Without limiting the generality
of the foregoing, no person other than the Client or UMC shall have any rights
or claims against the Client, UMC or any other person based upon or otherwise in
respect of this Agreement.
(b) This Agreement sets forth the entire understanding of the
parties hereto and supersedes all prior agreements, letters of intent,
covenants, arrangements, communications, representations and warranties, whether
oral or written, by either party.
(c) This Agreement may be amended only by a writing signed by each
of the parties hereto.
(d) The captions set forth in this Agreement are for convenience of
reference only and shall not be considered as part of this Agreement or as in
any way limiting or amplifying the terms and provisions hereof. In the event
that any provision of this Agreement is finally determined to be unlawful, such
provision shall be deemed to be severed from this Agreement, but every other
provision of this Agreement shall remain in full force and effect.
(e) Any notice or communication given pursuant hereto by either of
the parties shall be in writing and delivered by registered or certified mail,
postage prepaid, as
5
<PAGE> 6
follows:
If to the Client, to:
If to UMC, to:
Mrs. Lois A. Clarke
President and Managing Director
United Management Company, LLC
P. 0. Box 1280
Glenway Avenue
Bristol, VA 24203-1280
(f) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, except to the extent that they
are preempted by the laws of the United States.
(g) This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original and all of which shall constitute one
agreement.
IN WITNESS WHEREOF, the parties have executed this Investment
Management Agreement as of the date first above written.
--------------------------------
UNITED MANAGEMENT COMPANY, LLC
LOIS A. CLARKE
PRESIDENT AND MANAGING DIRECTOR
6
<PAGE> 7
EXHIBIT A
Statement of Investment Guidelines and Objectives:
The primary objective is long term capital appreciation.
Investment Restrictions:
Set forth restrictions, if any, on types of investments UMC may make. If none,
state none.
None.
7
<PAGE> 1
EXHIBIT C
ADVISORY AGREEMENT
UC Investment Trust (the "Trust") is an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"Act"), and subject to the rules and regulations promulgated thereunder. The
Trust currently offers one series of shares to investors, the UC Investment Fund
(the "Fund"). Each share of the Fund represents an undivided interest in the
assets, subject to the liabilities, of the Fund.
1. Appointment as Adviser. The Trust being duly authorized hereby
appoints and employs United Investment Corporation (the "Adviser") as
discretionary portfolio manager on the terms and conditions set forth herein of
the Fund.
2. Acceptance of Appointment; Standard of Performance. The Adviser
accepts the appointment as discretionary portfolio manager and agrees to use its
best professional judgement to make timely investment decisions for the Fund in
accordance with the provisions of this Agreement.
3. Portfolio Management Services of the Adviser. The Adviser is hereby
employed and authorized to select portfolio securities for investment by the
Trust on behalf of the Fund, to purchase and sell securities of the Fund, and,
upon making any purchase or sale decision, to place orders for the execution of
such portfolio transactions in accordance with paragraphs 5 and 6 hereof. In
providing portfolio management services to the Fund, the Adviser shall be
subject to such investment restrictions as are set forth in the Act and the
rules thereunder, the Internal
<PAGE> 2
Revenue Code of 1986, applicable state securities laws, the supervision and
control of the Trustees of the Trust, such specific instructions as the Trustees
may adopt and communicate to the Adviser and the investment objectives, policies
and restrictions of the Trust applicable to the Fund furnished pursuant to
paragraph 4. The Adviser is not authorized by the Trust to take any action,
including the purchase or sale of securities for the Fund, in contravention of
any restriction, limitation, objective, policy or instruction described in the
previous sentence. Within the framework of the investment objectives, policies
and restrictions of the Trust, the Adviser shall have the sole and exclusive
responsibility, subject to the oversight of the Trust, for portfolio management
and the making and execution of all investment decisions of the Fund. The
Adviser shall maintain on behalf of the Trust the records listed in Schedule A
hereto (as amended from time to time). The Adviser hereby acknowledges that all
such records are the property of the Trust, and in the event of a transfer of
portfolio management services to a person other than the Adviser, the Adviser
shall promptly, and at its own cost, take all steps necessary to segregate such
records and deliver them to the Trust. At the Trust's reasonable request, the
Adviser will consult with the Trust with respect to any decision made by it with
respect to the investments of the Fund.
4. Investment Objectives, Policies and Restrictions. The Trust will
provide the Adviser with the statement of investment
- 2 -
<PAGE> 3
objectives, policies and restrictions applicable to the Fund as contained in the
Trust's registration statement under the Act and the Securities Act of 1933, and
any instructions adopted by the Trustees supplemental thereto. The Trust will
provide the Adviser with such further information concerning the investment
objectives, policies and restrictions applicable thereto as the Adviser may from
time to time reasonably request. The Trust retains the right, on written notice
to the Adviser from the Trust, to modify any such objectives, policies or
restrictions in any manner at any time.
5. Transaction Procedures. All transactions will be consummated by
payment to or delivery by Fifth Third Bank or any successor custodian (the
"Custodian"), or such depositories or agents as may be designated by the
Custodian in writing, as custodian for the Trust, of all cash and/or securities
due to or from the Fund, and the Adviser shall not have possession or custody
thereof. The Adviser shall advise the Custodian and confirm in writing to the
Trust and to Countrywide Fund Services, Inc. or any other designated agent of
the Trust, all investment orders for the Fund placed by it with brokers and
dealers. The Adviser shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction initiated by
the Adviser.
6. Allocation of Brokerage. The Adviser shall have authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by the Adviser and to select the markets on or in which the
transactions will be executed.
- 3 -
<PAGE> 4
In doing so, the Adviser will give primary consideration to securing
the best price and execution. Consistent with this policy, the Adviser may
consider the financial responsibility, research and investment information and
other services provided by brokers or dealers who may effect or be a party to
any such transaction or other transactions to which other clients of the Adviser
may be a party. It is understood that neither the Trust nor the Adviser has
adopted a formula for allocation of the Fund's investment transaction business.
It is also understood that it is desirable for the Trust that the Adviser have
access to supplemental investment and market research and security and economic
analyses provided by certain brokers who may execute brokerage transactions at a
higher commission to the Fund than may result when allocating brokerage to other
brokers on the basis of seeking the lowest commission. Therefore, the Adviser is
authorized to place orders for the purchase and sale of securities for the Fund
with such certain brokers, subject to review by the Trust's Trustees from time
to time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Adviser in connection with its services to other clients.
On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients, the Adviser, to
the extent permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate the securities to be sold or purchased in order to
- 4 -
<PAGE> 5
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as expenses incurred in the transaction, will be made by the Adviser in the
manner it considers to be the most equitable and consistent with its fiduciary
obligations to the Trust and to such other clients.
For each fiscal quarter of the Trust, the Adviser shall prepare and
render reports to the Trust's Trustees of the total brokerage business placed
and the manner in which the allocation has been accomplished. Such reports shall
set forth at a minimum the information required to be maintained by Rule
3la-l(b)(9) under the Act.
7. Proxies. The Trust will vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Fund may be invested
from time to time. At the request of the Trust, the Adviser shall provide the
Trust with its recommendations as to the voting of such proxies.
8. Reports to the Adviser. The Trust will provide the Adviser with
such periodic reports concerning the status of the Fund as the Adviser may
reasonably request.
9. Fees for Services. For all of the services to be rendered and
payments made as provided in this Agreement, the Fund will pay the Adviser a
fee, computed and accrued daily and paid monthly, at the annual rate of 1.00% of
its average daily net assets.
10. Allocation of Charges and Expenses. The Adviser shall employ or
provide and compensate the executive, administrative,
- 5 -
<PAGE> 6
secretarial and clerical personnel necessary to provide the services set forth
herein, and shall bear the expense thereof. The Adviser shall compensate all
Trustees, officers and employees of the Trust who are also employees of the
Adviser. The Adviser will pay all expenses incurred in connection with the sale
or distribution of the Fund's shares to the extent such expenses are not assumed
by the Fund under the Trust's Distribution Expense Plan.
The Fund will be responsible for the payment of all operating expenses
of the Fund, including fees and expenses incurred by the Fund in connection with
membership in investment company organizations, brokerage fees and commissions,
legal, auditing and accounting expenses, expenses of registering shares under
federal and state securities laws, insurance expenses, taxes or governmental
fees, fees and expenses of the custodian, the transfer, shareholder service and
dividend disbursing agent and the accounting and pricing agent of the Fund,
expenses including clerical expenses of the issue, sale, redemption or
repurchase of shares of the Fund, the fees and expenses of Trustees of the
Trust who are not interested persons of the Trust, the cost of preparing,
printing and distributing prospectuses, statements, reports and other documents
to shareholders, expenses of shareholders' meetings and proxy solicitations, and
such extraordinary or non-recurring expenses as may arise, including litigation
to which the Trust may be a party and indemnification of the Trust's officers
and Trustees
- 6 -
<PAGE> 7
with respect thereto, or any other expense not specifically described above
incurred in the performance of the Trust's obligations. All other expenses not
expressly assumed by the Adviser herein incurred in connection with the
organization, registration of shares and operations of the Fund will be borne by
the Fund.
11. Other Investment Activities of the Adviser. The Trust acknowledges
that the Adviser or one or more of its affiliates may have investment
responsibilities or render investment advice to or perform other investment
advisory services for other individuals or entities and that the Adviser, its
affiliates or any of its or their directors, officers, agents or employees may
buy, sell or trade in any securities for its or their respective accounts
("Affiliated Accounts"); provided, however, that performance by the Adviser of
such other services shall not impair or interfere with the Adviser's obligations
under this Agreement. Subject to the provisions of paragraph 2 hereof, the Trust
agrees that the Adviser or its affiliates may give advice or exercise investment
responsibility and take such other action with respect to other Affiliated
Accounts which may differ from the advice given or the timing or nature of
action taken with respect to the Fund, provided that the Adviser acts in good
faith, and provided further, that it is the Adviser's policy to allocate, within
its reasonable discretion, investment opportunities to the Fund over a period of
time on a fair and equitable basis relative to the Affiliated Accounts, taking
into account the investment objectives and policies of the Fund and
- 7 -
<PAGE> 8
any specific investment restrictions applicable thereto. The Trust acknowledges
that one or more of the Affiliated Accounts may at any time hold, acquire,
increase, decrease, dispose of or otherwise deal with positions in investments
in which the Fund may have an interest from time to time, whether in
transactions which involve the Fund or otherwise. The Adviser shall have no
obligation to acquire for the Fund a position in any investment which any
Affiliated Account may acquire, and the Trust shall have no first refusal,
co-investment or other rights in respect of any such investment, either for the
Fund or otherwise.
12. Certificate of Authority. The Trust and the Adviser shall furnish
to each other from time to time certified copies of the resolutions of their
Trustees or Board of Directors or executive committees, as the case may be,
evidencing the authority of officers and employees who are authorized to act on
behalf of the Trust, the Fund and/or the Adviser.
13. Limitation of Liability. The Adviser shall not be liable for any
action taken, omitted or suffered to be taken by it in its reasonable judgment,
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement, or in accordance with (or
in the absence of) specific directions or instructions from the Trust, provided,
however, that such acts or omissions shall not have resulted from the Adviser's
willful misfeasance, bad faith or negligence, a violation of the standard of
care established by and applicable to the Adviser in its actions under this
Agreement or breach of its duty or of its obligations hereunder.
- 8 -
<PAGE> 9
Nothing in this paragraph 13 shall be construed in a manner inconsistent with
Sections 17(h) and (i) of the Act.
14. Confidentiality. Subject to the duty of the Adviser and the Trust
to comply with applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as confidential
all information pertaining to the Fund and the actions of the Adviser and the
Trust in respect thereof.
15. Assignment. No assignment of this Agreement shall be made by the
Adviser, and this Agreement shall terminate automatically in the event of such
assignment. The Adviser shall notify the Trust in writing sufficiently in
advance of any proposed change of control, as defined in Section 2(a)(9) of the
Act, as will enable the Trust to consider whether an assignment will occur, and
to take the steps necessary to enter into a new contract with the Adviser.
16. Representation, Warranties and Agreements of the Trust. The Trust
represents, warrants and agrees that:
A. The Adviser has been duly appointed by the Trustees of the Trust
to provide investment advisory services to the Fund as contemplated hereby.
B. The Trust will deliver to the Adviser true and complete copies
of its then current prospectus and statement of additional information as
effective from time to time and such other documents or instruments governing
the investments of the Fund and such other information as is necessary for the
Adviser to carry out its obligations under this Agreement.
- 9 -
<PAGE> 10
C. The Trust is currently in compliance and shall at all times
comply with the requirements imposed upon the Trust by applicable law and
regulations.
17. Representations, Warranties and Agreements of the Adviser. The
Adviser represents, warrants and agrees that:
A. The Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940.
B. The Adviser will maintain, keep current and preserve on behalf
of the Trust, in the manner and for the time periods required or permitted by
the Act, the records identified in Schedule A. The Adviser agrees that such
records (unless otherwise indicated on Schedule A) are the property of the
Trust, and will be surrendered to the Trust promptly upon request.
C. The Adviser will complete such reports concerning purchases or
sales of securities on behalf of the Fund as the Trust may from time to time
require to ensure compliance with the Act, the Internal Revenue Code of 1986 and
applicable state securities laws.
D. The Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the Act and will provide the Trust with a
copy of the code of ethics and evidence of its adoption. Within forty-five (45)
days of the end of the last calendar quarter of each year while this Agreement
is in effect, an executive officer of the Adviser shall certify to the Trust
that the Adviser has complied with the requirements of Rule 17j-1 during the
previous year and that there has been no
-10 -
<PAGE> 11
violation of the Adviser's code of ethics or, if such a violation has occurred,
that appropriate action was taken in response to such violation. Upon the
written request of the Trust, the Adviser shall permit the Trust, its employees
or its agents to examine the reports required to be made to the Adviser by Rule
17j-l(c)(1).
E. The Adviser will, promptly after filing with the Securities and
Exchange Commission an amendment to its Form ADV, furnish a copy of such
amendment to the Trust.
F. Upon request of the Trust, the Adviser will provide assistance
to the Custodian in the collection of income due or payable to the Fund.
G. The Adviser will immediately notify the Trust of the occurrence
of any event which would disqualify the Adviser from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the Act or
otherwise.
18. Amendment. This Agreement may be amended at any time, but only by
written agreement between the Adviser and the Trust, which amendment, other than
amendments to Schedule A, is subject to the approval of the Trustees and the
shareholders of the Fund in the manner required by the Act and the rules
thereunder, subject to any applicable exemptive order of the Securities and
Exchange Commission modifying the provisions of the Act with respect to approval
of amendments to this Agreement.
19. Effective Date; Term. This Agreement shall become effective on the
date of its execution and shall remain in force
- 11 -
<PAGE> 12
for a period of two (2) years from such date, and from year to year thereafter
but only so long as such continuance is specifically approved at least annually
by the vote of a majority of the Trustees who are not interested persons of the
Trust or the Adviser, cast in person at a meeting called for the purpose of
voting on such approval, and by a vote of the Board of Trustees or of a majority
of the outstanding voting securities of the Fund. The aforesaid requirement that
this Agreement may be continued "annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.
20. Termination. This Agreement may be terminated by either party
hereto, without the payment of any penalty, immediately upon written notice to
the other in the event of a breach of any provision thereof by the party so
notified, or otherwise upon sixty (60) days' written notice to the other, but
any such termination shall not affect the status, obligations or liabilities of
any party hereto to the other. This Agreement may be terminated by the Trust at
any time without the payment of any penalty in the event that it is established
by a court of competent jurisdiction that the Adviser or any officer or director
thereof has taken an action which results in a breach of the covenants of the
Adviser set forth in this Agreement.
21. Obligations of the Trust. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
trustees, shareholders, nominees, officers, agents or employees of the Trust,
personally, but bind only the trust property of the Trust. The execution and
delivery of this
- 12 -
<PAGE> 13
Agreement have been authorized by the Trustees of the Trust and signed by an
officer of the Trust, acting as such, and neither such authorization by such
trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust.
22. Definitions. As used in paragraphs 15 and 19 of this Agreement, the
terms "assignment," "interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the Act and
the rules and regulations hereunder.
23. Applicable Law. To the extent that state law is not preempted by
the provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Virginia.
24. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
the Agreement shall not be affected thereby.
25. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
-13-
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year written below.
UC INVESTMENT TRUST
By: Lois A. Clarke
----------------------------
Title: President
-------------------------
Date: June 16 1998
--------------------,
UNITED INVESTMENT CORPORATION
By: Ronald E. Oliver
----------------------------
Title: Vice-President
-------------------------
Date: June 16 1998
--------------------,
- 14 -
<PAGE> 15
SCHEDULE A
RECORDS TO BE MAINTAINED BY THE ADVISER
1. (Rule 3la-l(b)(5) and (6)) A record of each brokerage order, and all
other portfolio purchases or sales, given by the Adviser on behalf of
the Fund for, or in connection with, the purchase or sale of
securities, whether executed or unexecuted. Such records shall include:
A. The name of the broker;
B. The terms and conditions of the order and of any modification
or cancellation thereof;
C. The time of entry or cancellation;
D. The price at which executed;
E. The time of receipt of a report of execution; and
F. The name of the person who placed the order on behalf of the
Trust.
2. (Rule 3la-l(b)(9)) A record for each fiscal quarter, completed within
ten (10) days after the end of the quarter, showing specifically the
basis or bases upon which the allocation of orders for the purchase and
sale of portfolio securities to named brokers or dealers was effected,
and the division of brokerage commissions or other compensation on such
purchase and sale orders. Such record:
A. Shall include the consideration given to:
(i) The sale of shares of the Fund by brokers or dealers.
(ii) The supplying of services or benefits by brokers or
dealers to:
(a) The Trust;
(b) The Adviser; and,
(c) Any person affiliated with the foregoing
persons.
(iii) Any other consideration other than the technical
qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made
available.
- 15 -
<PAGE> 16
C. Shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation.
D. The name of the person responsible for making the
determination of such allocation and such division of
brokerage commissions or other compensation.
3. (Rule 3la-l(b)(10)) A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio securities. Where an authorization is
made by a committee or group, a record shall be kept of the names of
its members who participate in the authorization. There shall be
retained as part of this record any memorandum, recommendation or
instruction supporting or authorizing the purchase or sale of portfolio
securities and such other information as is appropriate to support the
authorization.*
4. (Rule 3la-l(f)) Such accounts, books and other documents as are
required to be maintained by registered investment advisers by rule
adopted under Section 204 of the Investment Advisers Act of 1940, to
the extent such records are necessary or appropriate to record the
Adviser's transactions with respect to the Fund.
- ---------------------------
* Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their recommendation; i.e., buy, sell, hold) or any internal reports or
portfolio adviser reviews.
- 16 -
