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 do cuments 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. 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, a nd 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, 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 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 wh om
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 GLOBAL FUND SERIES, INC.
By _____________________________________
J. & X. XXXXXXXX & CO. INCORPORATED
By _____________________________________
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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NY12527:131873.1
NY12527:131873.1
