XXXXXXXX GLOBAL SERIES TRUST
MANAGEMENT CONTRACT
This Management Contract dated as of July ___, 2003 between SCHRODER
GLOBAL SERIES TRUST, a Massachusetts business trust (the "Trust"), and XXXXXXXX
INVESTMENT MANAGEMENT NORTH AMERICA LTD. (the "Manager")
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY'THE MANAGER TO THE TRUST.
(a) The Manager, at its expense, will furnish continuously an
investment program for each of the series of shares of beneficial interest of
the Trust listed on Schedule A hereto (each, a "Fund"), will determine what
investments shall be purchased, held, sold, or exchanged by each of the Funds
and what portion, if any, of the assets of a Fund shall be held uninvested and
shall, on behalf of each Fund, investments. In the performance of its duties,
the Manager will comply with the provisions of the Agreement and Declaration of
Trust and Bylaws of the Trust and each Fund's stated investment objectives,
policies, and restrictions, and will use its best efforts to safeguard and
promote the welfare of the Trust and to comply with the other policies which the
Trustees may from time to time determine and shall exercise the same care and
diligence expected of the Trustees.
(b) The Manager, at its expense, except as such is paid by the Trust as
provided in Section 1(d), will furnish all necessary investment and related
management facilities, including salaries of personnel, required for it to
execute its duties faithfully. The Manager will pay the compensation, if any, of
certain officers of the Trust carrying out the investment management and related
duties provided for by this Contract.
(c) The Manager, at its expense, shall place all orders for the
purchase and sale of portfolio investments for each Fund's account with brokers
or dealers selected by the Manager. In the selection of such brokers or dealers
and the placing of such orders, the Manager shall use its best efforts to obtain
for each Fund the most favorable price and execution available, except to the
extent it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for a
Fund the most favorable price and execution available, the Manager, bearing in
mind the Trust's best interests at all times, shall consider all factors it
deems relevant, including, by the way of illustration, price, the size of the
transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience, and financial stability of the broker or
dealer involved, and the quality of service rendered by
the broker or dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine, the Manager shall not be deemed to have
acted unlawfully or to have breached any duty created by this Contract or
otherwise solely by reason of its having caused a Fund to pay a broker or dealer
that provides brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission that another broker or dealer would have charged for
effecting that transaction, if the Manager determines in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research services provided b such broker or dealer, viewed in terms of
either that particular transaction of the Manager's overall responsibilities
with respect to the Fund and to other clients of the Manager as to which the
Manager exercises investment discretion. The Trust hereby agrees with the
Manager that any entity or person associated with the Manager which is a member
of a national securities exchange is authorized to effect any transaction on
such exchange for the account of the Trust and any Fund thereof which is
permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended,
and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of
compensation for such transactions in accordance with Rule 11a2-2(T) (a) (2)
(iv).
(d) The Manager shall not be obligated to pay any expenses of or for
the Trust not expressly assumed by the Manager pursuant to this Section 1 other
than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers, and
employees of the Trust may be a shareholder, director, officer, or employee of,
or be otherwise interested in, the Manager, and in any person controlled by or
under common control with the Manager, and that the Manager and any person
controlled by or under common control with the Manager may have an interest in
the Trust. It is also understood that the Manager and any person controlled by
or under common control with the Manager have and may have advisory, management,
service, or other contracts with other organizations and persons, and may have
other interests and business.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Trust will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to Section 1, fees in respect of each Fund, computed and
paid quarterly at the annual rate(s) set forth on Schedule A (based on the
assets of each Fund taken separately.
Such average net asset value shall be determined by taking an average
of all of the determinations of such net asset value during such quarter at the
close of business on each business day during such quarter which this Contract
is in effect. Such fees shall be payable for each fiscal quarter within 30 days
after the close of such quarter and shall
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commence accruing as of the date of the initial issuance of shares of the Trust
to the public.
If the Manager shall serve for less than the whole of a quarter, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment be approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the affected Fund, and by the vote, cast
in person at a meeting called for the purpose of voting on such approval, of a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution and shall
remain in full force and effect for a period of two years, and thereafter only
so long as its continuance is specifically approved at least annually by (i) the
Trustees of the Trust or the shareholders by the affirmative vote of a majority
of the outstanding shares of any Fund, and (ii) a majority of the Trustees of
the Trust who are not interested persons of the Trust or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on such approval,
(unless terminated automatically as set forth Section 4) or until terminated as
follows:
(a) Either party hereto may at any time terminate this Contract as to
one or more Funds or as to the Trust as a whole by not more than sixty days nor
less than thirty days written notice delivered or mailed by registered mail,
postage prepaid, to the other party, or
Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the affected Fund.
Termination of this Contract pursuant to this Section 5 will be without
the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority
of the outstanding shares" of a Fund means the affirmative vote, at a duly
called and held
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meeting of such shareholders, (a) of the holders of 67% or more of the shares of
the Fund present (in person or by proxy) and entitled to vote at such meeting,
if the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting are present in person or by proxy, or (b) of the holders
of more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person," and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940, as amended, and the
Rules and Regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940, as amended, and the Rules
and Regulations thereunder; and the term "brokerage and research services" shall
have the meaning given in the Securities Exchange Act of 1934, as amended, and
the Rules and Regulations thereunder.
7. NON-LIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith, or gross negligence
on the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any-liability to the Trust or to
any shareholder of the Trust for any act or omission in the course of, or
connected with rendering services hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees, officers, or
shareholders of the Trust but are binding only upon the assets and property of
the Trust.
IN WITNESS WHEREOF, SCHRODER GLOBAL SERIES TRUST and XXXXXXXX
INVESTMENT MANAGEMENT NORTH AMERICA LTD. have caused this instrument to be
signed in its behalf by its officer thereunto duly authorized, all as of the day
and year first above written.
SCHRODER GLOBAL SERIES TRUST
By: _____________________________
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XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA LTD.
By: _____________________________
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SCHEDULE A
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Name of Fund Management Fee Rate
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Schroder North American Equity Fund 0.25%
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