MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of March 19, 1992, between XXXXXXXX
INTERNATIONAL FUND SERIES, INC.*, a Maryland corporation (the "Corporation"), on
behalf of Xxxxxxxx International Fund* (the "Series") and any future series
thereof 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 Xxxxxxxx Xxxxxxxxx Co. (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 form 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 Manager
shall also, if requested by and subject to the control of the Board of Directors
of Union Data Service Center, Inc. ("Data"), manage the affairs of Data and
provide Data with such office management, personnel, reproduction, employee
cafeteria and internal legal services and such senior executive officers (other
than vice presidents) as may be necessary for the operation of Data, and with a
treasurer, a corporate secretary and a principal operating officer. The Series
understands that the Manager also acts as the manager of all of the investment
companies in the Xxxxxxxx Group.
* On May 20, 1993, the name of the Fund was changed to Xxxxxxxx Xxxxxxxxx Global
Fund Series, Inc. and the name of the Series was changed to Xxxxxxxx Xxxxxxxxx
International Fund.
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.
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, 1993, 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 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.
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 INTERNATIONAL FUND SERIES, INC.*
By____________________________________________
J. & X. XXXXXXXX & CO. INCORPORATED
By____________________________________________
* On May 20, 1993, the name of the Fund was changed to Xxxxxxxx Xxxxxxxxx Global
Fund Series, Inc.
FEE SCHEDULE
Series Annual Rate
Xxxxxxxx Xxxxxxxxx Global 1.00% of the Series' average
Emerging Companies Fund daily net assets.
Xxxxxxxx Xxxxxxxxx Global 1.00% of the Series average
Growth Opportunities Fund daily net assets
Xxxxxxxx Xxxxxxxxx Global 1.00% of the Series' average
Technology Fund daily net assets
Xxxxxxxx Xxxxxxxxx 1.00% of the Series's average
International Fund daily net assets.
Revised: July 16, 1992 to add SHGECF
March 17, 1994 to add SHGTF
September 21, 1995 to add SHGGOF
