THE WINTHROP CORPORATION
0000 XXXXXXXXX XXXXXXXXX
XXXXXXXXXX, XX 00000
February 1, 1996
Xxxxxx Investors' Service, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Re: Service Agreement
Ladies and Gentlemen:
The Winthrop Corporation ("Winthrop") is the investment adviser to each
of the investment companies and series listed below (the "Funds") under
Investment Advisory Contracts between Winthrop and the Funds (the "Investment
Advisory Contracts").
NAME OF DATE OF INVESTMENT
TRUST AND FUND ADVISORY CONTRACT
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THE XXXXXX MANAGED INCOME TRUST
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Xxxxxx U.S. Treasury Money Market Fund April 1, 1991
Xxxxxx U.S. Treasury Fund December 21, 1987
Xxxxxx U.S. Treasury Near Term Fund December 21, 1987
Xxxxxx Total Return Bond Fund December 21, 1987
Xxxxxx Insured Tax Free Bond Fund December 21, 1987
Xxxxxx Current Income Fund December 21, 1987
THE XXXXXX MANAGED EQUITY TRUST
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Xxxxxx Quality Core Equities Fund December 21, 1987
Xxxxxx Selected Blue Chip Equities Fund December 21, 1987
Xxxxxx Xxxxxx Blue Chip Equities Fund December 21, 1987
NAME OF DATE OF INVESTMENT
TRUST AND FUND ADVISORY CONTRACT
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Xxxxxx International Blue Chip Equities Fund December 21, 1987
THE XXXXXX EQUIFUND EQUITY TRUST
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Xxxxxx EquiFund-Australasia April 1, 1994
Xxxxxx EquiFund-Austria January 20, 1994
Xxxxxx EquiFund-Belgium/Luxembourg January 20, 1994
Xxxxxx EquiFund-Britain April 17, 1995
Xxxxxx EquiFund-Canada January 20, 1994
Xxxxxx EquiFund-France January 20, 1994
Xxxxxx EquiFund-Germany January 20, 1994
Xxxxxx EquiFund-Hong Kong August 25, 1994
Xxxxxx EquiFund-Ireland April 1, 1994
Xxxxxx EquiFund-Italy August 25, 1994
Xxxxxx EquiFund-Japan January 20, 1994
Xxxxxx EquiFund-Mexico April 1, 1994
Xxxxxx EquiFund-Netherlands August 25, 1994
Xxxxxx EquiFund-Nordic January 20, 1994
Xxxxxx EquiFund-Spain August 25, 1994
Xxxxxx EquiFund-Switzerland January 20, 0000
Xxxxxx XxxxXxxx-Xxxxxx Xxxxxx April 1, 1994
Xxxxxx EquiFund-Global April 1, 1994
Xxxxxx EquiFund-International April 1, 1994
The Xxxxxx Managed
Blue Chip Series Trust
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Xxxxxx Managed Money Market Portfolio August 10, 1993
Xxxxxx Government Obligations Portfolio August 10, 1993
Xxxxxx Near Term Bond Portfolio August 10, 1993
Xxxxxx Total Return Bond Portfolio August 10, 1993
Xxxxxx Selected Blue Chip Portfolio August 10, 1993
Xxxxxx International Blue Chip Portfolio August 10, 1993
Subject to the approval of the Boards of Trustees of the Funds, Winthrop has
selected Xxxxxx Investors' Service, Inc., a wholly-owned subsidiary of Winthrop,
to provide portfolio management services for each Fund. You agree that you are
willing to provide such services for each Fund and, accordingly, Winthrop and
you agree as follows:
1. Portfolio Management Duties of Xxxxxx. Winthrop hereby employs
Xxxxxx to provide continuing and suitable portfolio management services to each
Fund and to manage the investment and reinvestment of the assets of each Fund,
subject to the supervision of Winthrop and the Trustees of each Fund, for the
period and on the terms set forth in this Agreement.
Xxxxxx hereby accepts such employment, and undertakes to afford to each
Fund the advice and assistance of Xxxxxx'x organization in the choice of
investments and in the purchase and sale of securities for each Fund and to
furnish for the use of each Fund office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund
and to pay the salaries and fees of all officers and Trustees of each Fund who
are members of Xxxxxx'x organization and all personnel of Xxxxxx performing
services relating to research and investment activities. Xxxxxx shall for all
purposes herein be deemed to be an independent contractor and shall, except as
otherwise expressly provided or authorized, have no authority to act for or
represent any Fund in any way or otherwise be deemed an agent of any Fund.
Xxxxxx shall provide each Fund with such portfolio management services
and supervision as Winthrop may from time to time consider necessary for the
proper supervision of such Fund's investments. Xxxxxx shall furnish continuously
an investment program and shall determine from time to time what securities
shall be purchased, sold or exchanged and what portion of each Fund's assets
shall be held uninvested, subject always to the applicable restrictions of the
Fund's Declaration of Trust, By-Laws and registration statement under the
Investment Company Act of 1940, all as from time to time amended. Should the
Trustees of any Fund at any time, however, make any specific determination as to
investment policy for the Fund and notify Xxxxxx thereof in writing, Xxxxxx
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked.
Xxxxxx shall take, on behalf of each Fund, all actions which it deems necessary
or desirable to implement the investment policies of the Fund.
Xxxxxx shall place all orders for the purchase or sale of portfolio
securities for the account of each Fund with brokers or dealers or banks or
firms or other persons selected by Xxxxxx, and to that end Xxxxxx is authorized
as the agent of Winthrop and each Fund to give instructions to the custodian of
the Fund as to deliveries of securities and payment of cash for the account of
the Fund. In connection with the selection of such brokers or dealers or banks
or firms or other persons and the placing of such orders, Xxxxxx shall use its
best efforts to seek to execute security transactions at prices which are
advantageous to each Fund and (when a disclosed commission is being charged) at
reasonably competitive commission rates. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) to Xxxxxx or
Winthrop and Xxxxxx is expressly authorized to pay any broker or dealer who
provides such brokerage and research services a commission for executing a
security transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if Xxxxxx
determines in good faith that such amount of commission is 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
overall responsibilities which Xxxxxx and its affiliates have with respect to
accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, Xxxxxx is
authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of any Fund.
Xxxxxx shall not be responsible for providing certain administrative
services to any Fund under this Agreement. Xxxxx Xxxxx Management, in its
capacity as Administrator of each Fund, shall be responsible for providing such
services to the Fund under the Fund's separate Administration Agreement with the
Administrator.
2. Compensation. For all services to be rendered and expenses paid or
assumed by you as herein provided, Winthrop will cause each Fund to pay you
monthly in arrears on the last business day of each month the entire amount of
the advisory fee that Winthrop is entitled to receive from such Fund.
3. Allocation of Charges and Expenses. It is understood that each Fund
will pay all its expenses other than those expressly stated to be payable by
Xxxxxx hereunder, which expenses payable by each Fund shall include, without
implied limitation, (i) expenses of maintaining each Fund and continuing its
existence, (ii) registration for each Fund under the Invest- ment Company Act of
1940, (iii) commissions, fees and other expenses connected with the acquisition,
holding and disposition of securities and other investments, (iv) auditing,
accounting and legal expenses, (v) taxes and interest, (vi) governmental fees,
(vii) expenses of issue, sale and redemption of Fund shares, (viii) expenses of
registering and qualifying each Fund and its shares under federal and state
securities laws and of preparing and printing prospectuses for such purposes and
for distributing the same to shareholders and investors, and fees and expenses
of registering and maintaining registrations of each Fund and of its principal
underwriter, if any, as broker-dealer or agent under state securities laws, (ix)
expenses of reports and notices to shareholders and of meetings of shareholders
and proxy solicitations therefor, (x) expenses of reports to governmental
officers and commissions, (xi) insurance expenses, (xii) association membership
dues, (xiii) fees, expenses and disbursements of custodians and subcustodians
for all services to each Fund (including without limitation safekeeping of
funds, securities and other investments, keeping of books, accounts and records,
and determination of net asset values), (xiv) fees, expenses and disbursements
of transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars for all services to each Fund, (xv) expenses for servicing the
accounts of shareholders, (xvi) any direct charges to shareholders approved by
the Trustees of a Fund, (xvii) all payments to be made and expenses to be
assumed by a Fund pursuant to any one or more distribution plans adopted by the
Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xviii)
compensation and expenses of Trustees of each Fund who are not members of
Xxxxxx'x organization, (xvix) the administration fees payable by each Fund to
its Administrator, and (xx) such non-recurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the
obligation of each Fund to indemnify its Trustees, officers and shareholders
with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of each Fund are or may be or become interested in Xxxxxx as
directors, officers, employees, shareholders or otherwise and that directors,
officers, employees and shareholders of Xxxxxx are or may be or become
similarly interested in the Fund, and that Xxxxxx may be or become interested
in the Fund as a shareholder or otherwise. It is also
understood that directors, officers, employees and shareholders of Xxxxxx may be
or become interested (as directors, trustees, officers, employees, shareholders
or otherwise) in other companies or entities (including, without limitation,
other investment companies) which Xxxxxx or Winthrop may organize, sponsor or
acquire, or with which Xxxxxx or Winthrop may merge or consolidate, and that
Xxxxxx or its affiliates may enter into advisory or management agreements or
other contracts or relationships with such other companies or entities.
5. Limitation of Liability of Xxxxxx. The services of Xxxxxx to
Winthrop and each Fund are not deemed to be exclusive, Xxxxxx being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of Xxxxxx, Xxxxxx shall
not be subject to liability to Winthrop, any Fund or any shareholder for any act
or omission in the course of, or connected with, rendering services hereunder or
for any losses which may be sustained in the acquisition, holding or disposition
of any security or other investment.
6. Duration and Termination of this Agreement. This Agreement shall
become effective on February 1, 1996 and, unless terminated as herein provided,
shall remain in full force and effect through and including February 28, 1997
and shall continue in full force and effect as to each Fund indefinitely
thereafter, but only so long as such continuance after February 28, 1997 is
specifically approved at least annually (i) by the Board of Trustees of such
Fund or by vote of a majority of the outstanding voting securities of the Fund
and (ii) by the vote of a majority of those Trustees of such Fund who are not
interested persons of Winthrop, Xxxxxx or the Fund cast in person at a meeting
called for the purpose of voting on such approval.
Any Fund or either party hereto may, at any time on sixty (60) days'
prior written notice to the other, terminate this Agreement as to that Fund
without the payment of any penalty, by action of the Trustees of such Fund or
the directors of Winthrop or Xxxxxx, as the case may be, and each Fund may, at
any time upon such written notice to Winthrop or Xxxxxx, terminate this
Agreement as to that Fund by vote of a majority of the outstanding voting
securities of such Fund. This Agreement shall terminate automatically as to any
Fund in the event of its assignment or the assignment or termination of that
Fund's Investment Advisory Contract.
7. Amendments of the Agreement. This Agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective as to any Fund until approved (i) by the vote of a
majority of those Trustees of that Fund who are not interested persons of
Winthrop, Xxxxxx or such Fund cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by vote of a majority of the outstanding
voting securities of such Fund.
8. Limitation of Liability. Xxxxxx expressly acknowledges the provision
in the Declaration of Trust of each Fund limiting the personal liability of the
Trustees and officers of the Fund, and Xxxxxx hereby agrees that it shall not
have recourse to or seek satisfaction from any Trustee, officer or shareholder
of the Fund for payment of claims or obligations as between the Fund and Xxxxxx.
No Fund shall be liable for the obligations of any other Fund.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote, at a meeting of a Fund's
shareholders, of the lesser of (a) 67 per centum or more of the shares of such
Fund present or represented by proxy at the meeting if the shareholders of more
than 50 per centum of the outstanding shares of the Fund are present or
represented by proxy at the meeting, or (b) more than 50 per centum of the
outstanding shares of the Fund. The terms "shareholders" and "shares" when used
herein shall have the respective meaning specified in the Declaration of Trust
of each Fund.
10. Responsibility of Winthrop. Notwithstanding this Agreement,
Winthrop shall remain ultimately responsible for all of its obligations under
the Investment Advisory Contracts.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
Very truly yours,
THE WINTHROP CORPORATION
By:/s/Xxxxx X. Xxxxxxx
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The foregoing Agreement is hereby agreed to as of the date hereof.
XXXXXX INVESTORS' SERVICE, INC.
By:/s/Xxxxxx Xxxxxxxx
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