Exhibit 23.d
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of December 5, 2003, between XXXXXXXX
GLOBAL FUND SERIES, INC., a Maryland corporation (the "Corporation"), on behalf
of each of the series listed on the Fee Schedule attached hereto (each, a
"Series") and J. & X. XXXXXXXX & CO. INCORPORATED, a Delaware corporation (the
"Manager").
WHEREAS, the Corporation is an open-end diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Corporation desires to retain the Manager to render or
contract to obtain as hereinafter provided investment management services to the
Corporation, and to administer the business and other affairs of the Corporation
and the Manager is willing to render such services;
Now, therefore, in consideration of the mutual agreements herein
made, the parties hereto agree as follows:
1. DUTIES OF THE MANAGER. The Manager shall subject to the control
of the Board of Directors of the Corporation, manage the affairs of the Series
and agrees to provide the services described in this agreement on the terms set
forth herein. The Manager will enter into an agreement dated the date hereof
(the "Subadvisory Agreement") with Wellington Management Company LLP (the
"Subadviser") pursuant to which the Subadviser will provide the Series with
investment management services, including investment research, advice and
supervision, determining which securities shall be purchased or sold by the
Series, making purchases and sales of securities on behalf of the Series and
determining how voting and other rights with respect to securities of the Series
shall be exercised, subject in each case to the control of the Board of
Directors of the Corporation and in accordance with the objectives, policies and
principles set forth in the Registration Statement and Prospectus of the Series
and the requirements of the 1940 Act and other applicable law. The Manager will
continue to have responsibility for investment management services provided
under the Subadvisory Agreement. In the event the Subadviser ceases to provide
such investment management services to the Corporation, they shall be provided
by the Manager or by such other firm as may be selected by the Corporation and
approved in accordance with applicable requirements. In connection with the
performance of its duties hereunder, the Manager shall provide such office
space, such bookkeeping, accounting, internal legal, clerical, secretarial and
administrative services (exclusive of, and in addition to, any such services
provided by any others retained by the Series) and such executive and other
personnel as shall be necessary for the operations of the Series. The Series
understands that the Manager also acts as the manager of all of the investment
companies in the Xxxxxxxx Group.
Subject to Section 36 of the 1940 Act, the Manager shall not be
liable to the Series for any error of judgment or mistake of law or for any loss
arising out of any
investment or for any act or omission in the management of the Series and the
performance of its duties under this Agreement except for willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Agreement.
2. EXPENSES. The Manager shall pay all of its expenses arising from
the performance of its obligations under Section 1 including the fee of the
Subadviser, and shall pay any salaries, fees and expenses of the directors of
the Series who are employees of the Manager or its affiliates. The Manager shall
not be required to pay any other expenses of the Series, including, but not
limited to, direct charges relating to the purchase and sale of portfolio
securities, interest charges, fees and expenses of independent attorneys and
auditors, taxes and governmental fees, cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase or redemption
of shares, expenses of registering and qualifying shares for sale, expenses of
printing and distributing reports, notices and proxy materials to shareholders,
expenses of corporate data processing and related services, shareholder
recordkeeping and shareholder account services, expenses of printing and filing
reports and other documents filed with governmental agencies, expenses of
printing and distributing prospectuses, expenses of annual and special
shareholders' meetings, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees and
expenses of directors of the Series who are not employees of the Manager or its
affiliates, membership dues in the Investment Company Institute, insurance
premiums and extraordinary expenses such as litigation expenses.
3. COMPENSATION. (a) As compensation for the services performed and
the facilities and personnel provided by the Manager pursuant to Section 1, the
Series will pay to the Manager promptly after the end of each month a fee,
calculated on each day during such month as indicated on the attached Fee
Schedule.
(b) If the Manager shall serve hereunder for less than the whole of
any month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Manager or, pursuant to the
Subadvisory Agreement, the Subadviser shall purchase securities from or through
and sell securities to or through such persons, brokers or dealers (including
the Manager or an affiliate of the Manager) as the Manager and the Subadviser
shall deem appropriate in order to carry out the policy with respect to
allocation of portfolio transactions as set forth in the Registration Statement
and Prospectus(es) of the Series or as the Board of Directors of the Corporation
may direct from time to time. In providing the Series with investment management
and supervision, it is recognized that the Manager or the Subadviser will seek
the most favorable price and execution, and, consistent with such policy, may
give consideration to the research, statistical and other services furnished by
brokers or dealers to the Manager or the Subadviser for its use, to the general
attitude of brokers or dealers toward investment companies and their support of
them, and to such other considerations as the Board of Directors of the
Corporation may direct or authorize from time to time.
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Notwithstanding the above, it is understood that it is desirable for
the Series that the Manager and the Subadviser have access to supplemental
investment and market research and security and economic analysis provided by
brokers who execute brokerage transactions at a higher cost to the Corporation
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and execution. Therefore, the Manager and the
Subadviser are authorized to place orders for the purchase and sale of
securities for the Series with such brokers, subject to review by the
Corporation's Board of Directors 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 Manager and the Subadviser in connection
with their services to other clients as well as the Series.
The placing of purchase and sale orders may be carried out by the
Manager or the Subadviser or any wholly-owned subsidiary of the Manager.
If, in connection with purchases and sales of securities for the
Series, the Manager or any subsidiary of the Manager may, without material risk,
arrange to receive a soliciting dealer's fee or other underwriter's or dealer's
discount or commission, the Manager shall, unless otherwise directed by the
Board of Directors of the Corporation, obtain such fee, discount or commission
and the amount thereof shall be applied to reduce the compensation to be
received by the Manager pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the
Corporation from approving the payment by the Series of additional compensation
to others for consulting services, supplemental research and security and
economic analysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force
and effect until December 31, 2004, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the Manager
shall not have notified the Series in writing at least 60 days prior to such
December 31 or prior to December 31 of any year thereafter that it does not
desire such continuance. This Agreement may be terminated at any time, without
payment of penalty by the Series, on 60 days' written notice to the Manager by
vote of the Board of Directors of the Corporation or by vote of a majority of
the outstanding voting securities of the Series (as defined by the 1940 Act).
This Agreement will automatically terminate in the event of its assignment (as
defined by the 1940 Act).
6. RIGHT OF MANAGER IN CORPORATE NAME. The Manager and the Series
each agree that the word "Xxxxxxxx", which comprises a component of the Series'
name, is a property right of the Manager. The Series agrees and consents that
(i) it will only use the word "Xxxxxxxx" as a component of its corporate name
and for no other purpose, (ii) it will not purport to grant to any third party
the right to use the word "Xxxxxxxx" for any purpose, (iii) the Manager or any
corporate affiliate of the Manager may use or grant to others the right to use
the word "Xxxxxxxx", or any combination or abbreviation thereof, as all or a
portion of a corporate or business name or for any commercial purpose, including
a grant of such right to any other investment company, and at the request of the
Manager, the Series will take such action as may be required to
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provide its consent to the use of the word "Xxxxxxxx", or any combination or
abbreviation thereof, by the Manager or any corporate affiliate of the Manager,
or by any person to whom the Manager or an affiliate of the Manager shall have
granted the right to such use; and (iv) upon the termination of any management
agreement into which the Manager and the Series may enter, the Series shall,
upon request by the Manager, promptly take such action, at its own expense, as
may be necessary to change its corporate name to one not containing the word
"Xxxxxxxx" and following such change, shall not use the word Xxxxxxxx, or any
combination thereof, as a part of its corporate name or for any other commercial
purpose, and shall use its best efforts to cause its officers, trustees and
stockholders to take any and all actions which the Manager may request to effect
the foregoing and to reconvey to the Manager any and all rights to such word.
7. MISCELLANEOUS. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.
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IN WITNESS WHEREOF, the Corporation on behalf of the Series and the
Manager have caused this Agreement to be executed by their duly authorized
officers as of the date first above written.
XXXXXXXX GLOBAL FUND SERIES, INC.
By _____________________________________
J. & X. XXXXXXXX & CO. INCORPORATED
By _____________________________________
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FEE SCHEDULE
SERIES ANNUAL RATE
(as a percentage of average daily net assets)
Xxxxxxxx Emerging Markets Fund 1.25% of the first $1 billion of net assets;
1.15% of the next $1 billion of net assets; and
1.05% of net assets thereafter.
Xxxxxxxx Global Smaller Companies Fund 1.00% of the first $100 million of net assets; and
0.90% of the net assets thereafter.
Xxxxxxxx Global Growth Fund 1.00% of the first $50 million of net assets;
0.95% of the next $1 billion of net assets; and
0.90% of the net assets thereafter.
Xxxxxxxx International Growth Fund 1.00% of the first $50 million of net assets;
0.95% of the next $1 billion of net assets; and
0.90% of the net assets thereafter.
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