XXXXXX FUNDS TRUST
MANAGEMENT CONTRACT
Management Contract dated as of June 7, 1996, as revised October 3, 1996,
December 6, 1996, November 6, 1997, December 8, 1997, January 8, 1998,
March 5, 1998, May 8, 2000, June 5, 2000 and July 24, 2000, between XXXXXX
FUNDS TRUST, a Massachusetts business trust (the "Fund"), and XXXXXX
INVESTMENT MANAGEMENT, INC., a Massachusetts corporation (the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
0.XXXXXXXX TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously an investment
program for each series of the Fund, will determine what investments shall
be purchased, held, sold or exchanged by each series of the Fund and what
portion, if any, of the assets of each series of the Fund shall be held
uninvested and shall, on behalf of each series of the Fund, make changes in
such series' investments. Subject always to the control of the Trustees of
the Fund and except for the functions carried out by the officers and
personnel referred to in Section 1(d), the Manager will also manage,
supervise and conduct the other affairs and business of the Fund and matters
incidental xxxxxxx.Xx the performance of its duties, the Manager will comply
with the provisions of the Agreement and Declaration of Trust and By-Laws of
the Fund and the stated investment objectives, policies and restrictions of
each series of the Fund, and will use its best efforts to safeguard and
promote the welfare of the Fund and to comply with 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 expense is paid by the Fund
as provided in Section 1(d), will furnish (1) all necessary investment and
management facilities, including salaries of personnel, required for it to
execute its duties faithfully; (2) suitable office space for the Fund; and
(3) administrative facilities, including bookkeeping, clerical personnel and
equipment necessary for the efficient conduct of the affairs of the Fund,
including determination of the net asset value of each series of the Fund,
but excluding shareholder accounting services. Except as otherwise provided
in Section 1(d), the Manager will pay the compensation, if any, of the
officers of the Fund.
(c) The Manager, at its expense, shall place all orders for the purchase and
sale of portfolio investments for the 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
the 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 the Fund the most favorable price and execution available, the Manager,
bearing in mind the Fund's best interests at all times, shall consider all
factors it deems relevant, including by 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 Fund 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 the 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 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 by such broker or dealer, viewed
in terms of either that particular transaction or 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 Manager agrees
that in connection with purchases or sales of portfolio investments for the
Fund's account, neither the Manager nor any officer, director, employee or
agent of the Manager shall act as a principal or receive any commission
other than as provided in Section 3.
(d) The Fund will pay or reimburse the Manager for the compensation in whole
or in part of such officers of the Fund and persons assisting them as may be
determined from time to time by the Trustees of the Fund. The Fund will also
pay or reimburse the Manager for all or part of the cost of suitable office
space, utilities, support services and equipment attributable to such officers
and persons, as may be determined in each case by the Trustees of the Fund.
The Fund will pay the fees, if any, of the Trustees of the Fund.
(e) The Manager shall pay all expenses incurred in connection with the
organization of the Fund and the initial public offering and sale of its
shares of beneficial interest, provided that upon the issuance and sale of
such shares to the public pursuant to the offering, and only in such event,
the Fund shall become liable for, and to the extent requested reimburse the
Manager for, registration fees payable to the Securities and Exchange
Commission and for an additional amount not exceeding $125,000 as its agreed
share of such expenses.
(f) The Manager shall not be obligated to pay any expenses of or for the Fund
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 Fund 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 Fund. 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 FUND TO THE MANAGER.
The Fund 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 paragraphs (a), (b), (c) and (e) of Section 1, a fee,
computed and paid quarterly at the following annual rates for each series of
the Fund (except for Xxxxxx Xxxxxxxxxxxxx Xxxx 0000, Xxxxxx Technology Fund
and Xxxxxx Equity Fund 2000, which shall be computed and paid monthly):
Xxxxxx International Growth and Income Fund
(a) 0.80% of the first $500 million of the average net asset value of each
series;
(b) 0.70% of the next $500 million of such average net asset value;
(c) 0.65% of the next $500 million of such average net asset value;
(d) 0.60% of the next $5 billion of such average net asset value;
(e) 0.575% of the next $5 billion of such average net asset value;
(f) 0.555% of the next $5 billion of such average net asset value;
(g) 0.54% of the next $5 billion of such average net asset value; and
(h) 0.53% of any excess thereafter.
Xxxxxx Equity Fund 00, Xxxxxx Xxxx Xxxxxxx Xxxx XX, Xxxxxx Latin America
Fund, Putnam International Fund 2000, Xxxxxx Technology Fund and Xxxxxx
Equity Fund 2000
(a) 1.00% of the first $500 million of the average net asset value of each
series;
(b) 0.90% of the next $500 million of such average net asset value;
(c) 0.85% of the next $500 million of such average net asset value;
(d) 0.80% of the next $5 billion of such average net asset value;
(e) 0.775% of the next $5 billion of such average net asset value;
(f) 0.755% of the next $5 billion of such average net asset value;
(g) 0.74% of the next $5 billion of such average net asset value; and
(h) 0.73% of any excess thereafter.
Xxxxxx High Yield Trust II, Putnam New Century Growth Fund, Putnam Growth
Fund, Putnam Value Fund, and Putnam U.S. Core Fund
(a) 0.70% of the first $500 million of the average net asset value of each
series;
(b) 0.60% of the next $500 million of such average net asset value;
(c) 0.55% of the next $500 million of such average net asset value;
(d) 0.50% of the next $5 billion of such average net asset value;
(e) 0.475% of the next $5 billion of such average net asset value;
(f) 0.455% of the next $5 billion of such average net asset value;
(g) 0.44% of the next $5 billion of such average net asset value; and
(h) 0.43% of any excess thereafter.
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 or month as
the case may be, at the close of business on each business day during such
quarter or month while this Contract is in effect. Such fee shall be payable
for each fiscal quarter or month within 30 days after the close of such
quarter or month and shall commence accruing as of the date of the initial
issuance of shares of the Fund to the public.
The fees payable by the Fund to the Manager pursuant to this Section 3 shall
be reduced by any commissions, fees, brokerage or similar payments received
by the Manager or any affiliated person of the Manager in connection with the
purchase and sale of portfolio investments of the Fund, less any direct
expenses approved by the Trustees incurred by the Manager or any affiliated
person of the Manager in connection with obtaining such payments.
In the event that expenses of the Fund or any series of the Fund for any
fiscal year should exceed the expense limitation on investment company
expenses imposed by any statute or regulatory authority of any jurisdiction
in which shares of the Fund or such series are qualified for offer or sale,
the compensation due the Manager for such fiscal year shall be reduced by the
amount of excess by a reduction or refund thereof. In the event that the
expenses of the Fund or any series of the Fund exceed any expense limitation
which the Manager may, by written notice to the Fund, voluntarily declare to
be effective subject to such terms and conditions as the Manager may prescribe
in such notice, the compensation due the Manager shall be reduced, and, if
necessary, the Manager shall assume expenses of the Fund or such series to
the extent required by the terms and conditions of such expense limitation.
If the Manager shall serve for less than the whole of a quarter or month, 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 as to any series of the Fund unless such amendment be approved at a
meeting by the affirmative vote of a majority of the outstanding shares of
such series, 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 Fund
who are not interested persons of the Fund 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 as to a particular series continuously thereafter
(unless terminated automatically as set forth in Section 4) until terminated
as follows:
(a) Either party hereto may at any time terminate this Contract as to any
series 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
(b) If (i) the Trustees of the Fund or the shareholders by the affirmative
vote of a majority of the outstanding shares of such series, and (ii) a
majority of the Trustees of the Fund who are not interested persons of the
Fund or of the Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval, do not specifically approve at least
annually the continuance of this Contract with respect to such series, then
this Contract shall automatically terminate with respect to such series at
the close of business on the second anniversary of its execution with respect
to such series, or upon the expiration of one year from the effective date of
the last such continuance, whichever is later.
Action by the Fund 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 relevant series.
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 series means the affirmative vote, at a duly
called and held meeting of shareholders of such series, (a) of the holders
of 67% or more of the shares of such series 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 such series 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 such series 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 and the Rules and Regulations
thereunder (the "1940 Act"), 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 1940 Act, 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 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 Fund or
to any shareholder of the Fund, for any act or omission in the course of, or
connected with, rendering services hereunder.
8.LIMITATION OF LIABILITY OF THE TRUSTEES, OFFICERS, AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund 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 Fund as Trustees and not individually and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets
and property of the relevant series of the Fund.
IN WITNESS WHEREOF, XXXXXX FUNDS TRUST and XXXXXX INVESTMENT MANAGEMENT, INC.
have each caused this instrument to be signed in duplicate in its behalf by
its President or a Vice President thereunto duly authorized, all as of the
day and year first above written.
XXXXXX FUNDS TRUST
By:/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
XXXXXX INVESTMENT MANAGEMENT, INC.
By:/s/ Xxxxxx X. Silver
---------------------
Xxxxxx X. Silver
Senior Managing Director
