INVESTMENT MANAGEMENT AGREEMENT
Date: August 24, 2000
Account No.
Investment advisory agreement by and between Select Asset Fund III (the
"Client"), and World Asset Management L.L.C. ("World Asset Management").
The Client, being duly authorized, hereby employs World Asset Management to
provide investment advisory services for an Investment Management Account
("Account"), to be established on behalf of the Client in accordance with
the following terms and conditions described herein:
1. Authority. World Asset Management will have the following power and
authority with respect to the Account. World Asset Management shall
have discretion to supervise, manage and direct the assets in the
Account other than any shares of common stock of the Client and, as
agent and attorney-in-fact with full power and authority on behalf of
the Client, in accordance with the objectives, policies and
restrictions set forth in Client's registration statement on Form N-2
as amended from time to time or as set forth in written instructions
furnished by the Client. It shall be Client's responsibility to
advise World Asset Management of any modification of objectives as
they occur. World Asset Management may, without prior consultation
with the Client and at such times when World Asset Management deems
appropriate, (a) purchase, sell, invest, reinvest, exchange, convert,
trade in and otherwise deal with such assets in accordance with the
cash management requirements of the Client communicated by the
officers of the Client to World Asset Management; and (b) place all
orders for the purchase or sale of portfolio securities for the
account with or through brokers, dealers or issuers selected by it or
designated by the Client. World Asset Management will, if requested
by the Board of Trustees, exercise all voting rights and other rights
of consent with respect to the assets of the Fund.
2. Brokerage. World Asset Management shall use its best efforts to effect
securities transactions through brokers who offer the best execution
for the least commissions in the overall best interest of the Client
unless otherwise directed by the Client.
3. Fees. Compensation to World Asset Management for its services shall be
calculated in accordance with the attached Schedule of Fees (Appendix
A). The fee shall be paid quarterly in arrears.
4. Reports to Client. World Asset Management will send Client an Account
statement containing an inventory of the investments in the Account
as soon as reasonably possible after the end of each calendar
quarter. Copies of confirmations of transactions executed will be
sent promptly to the Custodian. World Asset Management does not
assume responsibility for the accuracy of information furnished by
Client or any other person.
5. Limit of Liability. It is understood that World Asset Management shall
act in good faith and shall not be liable for any loss incurred in
connection with recommendations or investments made or other action
taken on behalf of the Account due to errors of judgment or by reason
of its advice, including action taken or omitted prior to a written
notice of termination. World Asset Management shall not be excluded
from liability for losses occasioned by reason of its willful
misfeasance, bad faith or negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and
duties hereunder. Subject to the foregoing, World Asset Management
shall not be responsible for any loss incurred solely by reason of
any act or omission of the Client, a custodian or any broker or
dealer.
6. Recourse Against World Asset Management. World Asset Management's
authority hereunder shall not be impaired because of the fact that
World Asset Management may effect transactions with respect to
securities for its own account or for the accounts of others that it
manages. These transactions may involve identical or similar
securities and may be executed at the same or different times. Except
for negligence or malfeasance, or violation of applicable law,
neither World Asset Management nor any of its officers, directors,
employees or agents shall be liable hereunder for any action
performed or omitted to be performed or for any errors of judgment in
managing the Account; provided, however, as the federal securities
laws impose liabilities under certain circumstances on persons who
act in good faith, nothing herein shall in any way constitute a
waiver or limitation of any rights that Client may have under any
federal securities laws.
Subject to the foregoing, if any loss is suffered due solely to the
acts or omissions of a custodian, broker, dealer or underwriter to
which World Asset Management has given investment instructions
pursuant to the authority granted World Asset Management herein,
Client will look to the custodian, broker, dealer or underwriter, and
not to World Asset Management, for restitution and recovery.
7. Representations of World Asset Management and Client. World Asset
Management represents that it is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended and that such
registration is currently effective.
The Client represents that employment of World Asset Management is
authorized by, has been accomplished in accordance with, and does not
violate, the documents governing the Account. Client will furnish
World Asset Management with true copies of all governing documents.
8. Communications. Instructions from Client to World Asset Management may
be given orally and, where deemed necessary, may be confirmed in
writing as soon as practicable. World Asset Management shall be fully
protected in acting upon any such communications which it considers
to be authentic.
9. Non-Exclusive Agreement. World Asset Management acts as adviser to other
clients and may give advice, and take action, with respect to any of
those clients that may differ from the advice given, or the timing or
nature of action taken, with respect to the Account. World Asset
Management shall have no obligation to purchase or sell for the
Account, or to recommend for purchase or sale by the Account, any
security that World Asset Management, its officers, directors,
employees, or affiliates may purchase or sell for themselves or for
any other client.
10. Entire Agreement; Amendments. This Agreement constitutes the entire
agreement of the parties with respect to management of the Account
and can be amended only by a written amendment signed by World Asset
Management and the Client; provided that such amendment shall be
directed or approved as required by the Investment Company Act of
1940.
11. Assignment. This Agreement shall terminate automatically in the event
of its assignment (as "assignment" is defined in the Investment
Company Act of 1940 and regulations promulgated thereunder).
12. Termination. This Agreement may be terminated at any time by World
Asset Management or the Client by thirty (30) days notice to the
other; provided that such termination by the Client shall be directed
or approved in accordance with the Investment Company Act of 1940.
13. Notices. Unless otherwise specified herein, all notices, instructions
and advices with respect to security transactions or any other
matters contemplated by this Agreement shall be deemed duly given
when deposited by first class mail addressed to World Asset
Management at 255 East Brown Street, Suite 250, Birmingham, Michigan
48009, and when deposited by first class mail addressed to the Client
at c/o 4 World Financial Center Floor 16, Attention: Harish Raghavan,
New York NY 10080, with a copy to c/o Comerica Bank & Trust, National
Association, Attention: Robert H. Bockrath III, Administrator, Mail
Code 3460, 411 West Lafayette Boulevard, Detroit, MI 48226, and to
any custodian designated by the Client, at such address as it may
specify to World Asset Management in writing, or at such other
address or addresses as shall be specified, in each case, in a notice
similarly given.
14. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.
SELECT ASSET FUND III
By: /s/
------------------------------------
James A. McIntosh
Its: President
Accepted and Agreed to in
Birmingham, Michigan
By: /s/
---------------------------
World Asset Management L.L.C.
Date: August 24, 2000
APPENDIX A
MANAGEMENT FEES
The fee for services as investment adviser will be .00005 percent per annum
of the aggregate fair market value of the equity securities (other than
equity securities of open or closed-end investment companies), in the
account. The fee shall be payable quarterly, in arrears, on the basis of
the average of the month end fair market values of assets in the account
during the calendar quarter. In the event that services commence or
terminate other than at the beginning of a quarter, the fee will be
prorated accordingly. Statements for the fees will be sent directly to the
company to the attention of James A. McIntosh.
