XXXXXX VOYAGER FUND
MANAGEMENT CONTRACT
This Management Contract is dated as of February 27, 2014
between XXXXXX VOYAGER FUND, a Massachusetts business trust (the
Fund), and XXXXXX INVESTMENT MANAGEMENT, LLC, a Delaware limited
liability company (the Manager).
In consideration of the mutual covenants herein contained,
it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously
an investment program for the Fund or, in the case of a Fund
that has divided its shares into two or more series under
Section 18(f)(2) of the Investment Company Act of 1940, as
amended (the 1940 Act), each series of the Fund identified from
time to time on Schedule A to this Contract (each reference in
this Contract to a Fund or to the Fund is also deemed to be a
reference to any existing series of the Fund, as appropriate in
the particular context), will determine what investments will be
purchased, held, sold or exchanged by the Fund and what portion,
if any, of the assets of the Fund will be held uninvested and
will, on behalf of the Fund, make changes in such 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 thereto. In the performance of
its duties, the Manager will comply with the provisions of the
Agreement and Declaration of Trust and ByLaws of the Fund and
the stated investment objectives, policies and restrictions of
the Fund, 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 will 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 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, will place all orders for
the purchase and sale of portfolio investments for the Funds
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 will 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 Funds best interests at all times, will 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 will 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 Managers 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 Funds 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 will 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.
(f) Subject to the prior approval of a majority of the
Trustees, including a majority of the Trustees who are not
interested persons and, to the extent required by the 1940 Act
and the rules and regulations under the 1940 Act, subject to any
applicable guidance or interpretation of the Securities and
Exchange Commission or its staff, by the shareholders of the
Fund, the Manager may, from time to time, delegate to a
subadviser or subadministrator any of the Managers duties under
this Contract, including the management of all or a portion of
the assets being managed. In all instances, however, the Manager
must oversee the provision of delegated services, the Manager
must bear the separate costs of employing any subadviser or
subadministrator, and no delegation will relieve the Manager of
any of its obligations under this Contract.
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 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
Managers services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a),
(b), and (c) of Section 1, a Base Fee, computed and paid monthly
on the Average Net Assets of the Fund at the annual rates set
forth on Schedule B attached to this Contract, as from time to
time amended, subject to adjustment as set forth on Schedule C
attached to this Contract, as from time to time amended. The
Funds Average Net Assets means the average of all of the
determinations of the Funds net asset value at the close of
business on each business day during each period for which such
computation is made. The Base Fee, as adjusted, is payable for
each month within 15 days after the close of the month.
The fees payable by the Fund to the Manager pursuant to
this Section 3 will 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 for any fiscal year
exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are qualified for offer
or sale, the compensation due the Manager for such fiscal year
will be reduced by the amount of excess by a reduction or refund
thereof. In the event that the expenses 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 will be reduced, and if
necessary, the Manager will assume expenses of the Fund, to the
extent required by the terms and conditions of such expense
limitation.
If the Manager serves for less than the whole of a month,
the foregoing compensation will be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract will automatically terminate, without the
payment of any penalty, in the event of its assignment, provided
that no delegation of responsibilities by the Manager pursuant
to Section 1(f) will be deemed to constitute an assignment. No
provision of this Contract may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this
Contract is effective until approved in a manner consistent with
the 1940 Act, the rules and regulations under the 1940 Act and
any applicable guidance or interpretation of the Securities and
Exchange Commission or its staff.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract is effective upon its execution and will
remain in full force and effect as to a Fund continuously
thereafter (unless terminated automatically as set forth in
Section 4 or terminated in accordance with the following
paragraph) through June 30, 2014, and will continue in effect
from year to year thereafter so long as its continuance is
approved at least annually by (i) the Trustees, or the
shareholders by the affirmative vote of a majority of the
outstanding shares of the respective Fund, and (ii) a majority
of the Trustees 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.
Either party hereto may at any time terminate this Contract
as to a Fund by not less than 60 days written notice delivered
or mailed by registered mail, postage prepaid, to the other
party. Action with respect to a Fund may be taken either (i) by
vote of a majority of the Trustees or (ii) by the affirmative
vote of a majority of the outstanding shares of the respective
Fund.
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 Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of the respective Fund, (a) of the holders of 67%
or more of the shares of the Fund present (in person or by proxy)
and entitled to vote at the meeting, if the holders of more than
50% of the outstanding shares of the Fund entitled to vote at
the meeting are present in person or by proxy or (b) of the
holders of more than 50% of the outstanding shares of the Fund
entitled to vote at the meeting, whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment have their
respective meanings defined in the 1940 Act, subject, however,
to the rules and regulations under the 1940 Act and any
applicable guidance or interpretation of the Securities and
Exchange Commission or its staff; the term approve at least
annually will be construed in a manner consistent with the 1940
Act and the rules and regulations under the 1940 Act and any
applicable guidance or interpretation of the Securities and
Exchange Commission or its staff; and the term brokerage and
research services has the meaning given in the Securities
Exchange Act of 1934 and the rules and regulations under the
Securities Exchange Act of 1934 and under any applicable
guidance or interpretation of the Securities and Exchange
Commission or its staff.
7. NONLIABILITY 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 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 respective Fund.
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IN WITNESS WHEREOF, XXXXXX VOYAGER FUND and XXXXXX
INVESTMENT MANAGEMENT, LLC have each caused this instrument to
be signed on its behalf by its President or a Vice President
thereunto duly authorized, all as of the day and year first
above written.
XXXXXX VOYAGER FUND
By:
Xxxxxxxx X. Xxxxxxx
Executive Vice President,
Principal Executive Officer,
and Compliance Liaison
XXXXXX INVESTMENT MANAGEMENT, LLC
By:
Xxxxx X. Xxxxxx
Director of Trustee Relations
and Authorized Person
Schedule A
Not applicable.
Schedule B
Base Fee:
0.710% of the first $5 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.660% of the next $5 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.610% of the next $10 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.560% of the next $10 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.510% of the next $50 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.490% of the next $50 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.480% of the next $100 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.475% of any excess thereafter.
Benchmark: Xxxxxxx 1000 Growth Index
Maximum Annualized Performance Adjustment Rate: 0.12%
Minimum Annualized Performance Adjustment Rate: 0.12%
Total OpenEnd Mutual Fund Average Net Assets means the average
of all of the determinations of the aggregate net assets of all
openend funds sponsored by Xxxxxx Management (excluding the net
assets of such funds investing in, or invested in by, other such
funds, such as Xxxxxx RetirementReady Funds and Xxxxxx Money
Market Liquidity Fund, to the extent necessary to avoid
doublecounting of such net assets) at the close of business on
each business day during each month while the Management
Contract is in effect.
Schedule C
The Funds Base Fee computed in accordance with Schedule B will
be adjusted, on a monthly basis, upward or downward, as the case
may be, by an amount computed by applying the Performance
Adjustment Rate to the Average Net Assets of the Fund for the
Performance Period and dividing the result by twelve.
Performance Period. The Performance Period is equal to the
shorter of (i) the period from January 1, 2010 to the end of the
month for which the fee adjustment is being computed or (ii) the
thirtysix month period then ended.
Performance Adjustment Rate. The Performance Adjustment Rate is
equal to the product of 0.03 multiplied by the difference,
positive or negative, obtained by subtracting (i) the Investment
Record of the Benchmark for the Performance Period from (ii) the
Investment Performance of the Measuring Class for the
Performance Period; provided that the Performance Adjustment
Rate for the Fund may not exceed the Maximum Performance
Adjustment Rate set forth on Schedule B or be less than the
Minimum Performance Adjustment Rate set forth on Schedule B.
Investment Performance and Investment Record. These terms are
used as defined in Rule 2051 under the Investment Advisers Act
of 1940, as amended, and shall each be computed on an annualized
basis for any Performance Period greater than one year.
Benchmark. The Funds initial Benchmark is set forth in Schedule
B. If the Trustees determine that another appropriate index of
securities prices should be substituted as the Benchmark, the
Trustees may determine, with the consent of the Manager, to use
such other appropriate index of securities prices for purposes
of this Schedule C (the Replacement Benchmark) without
shareholder approval, unless shareholder approval of the change
is otherwise required by applicable law. Any Replacement
Benchmark will be applied prospectively to determine the amount
of the Performance Adjustment. The Benchmark will continue to be
used to determine the amount of the Performance Adjustment for
that part of the Performance Period prior to the effective date
of the Replacement Benchmark.
Measuring Class. The Measuring Class of shares of the Fund
initially is Class A shares of the Fund. If the Trustees
determine that a different class of shares of the Fund is the
most appropriate for use in calculating the Performance
Adjustment, the Trustees may change, with the consent of the
Manager, the class of shares used as the Measuring Class without
shareholder approval, unless shareholder approval of such change
is otherwise required by applicable law. If a different class of
shares (Replacement Measuring Class) is substituted in
calculating the Performance Adjustment, the use of that
Replacement Measuring Class of shares for purposes of
calculating the Performance Adjustment may apply to the entire
Performance Period so long as the Replacement Measuring Class
was outstanding at the beginning of such period. If the
Replacement Measuring Class of shares was not outstanding for
all or a portion of the Performance Period, it may only be used
in calculating that portion of the Performance Adjustment
attributable to the period during which the Replacement
Measuring Class was outstanding and any previous portion of the
Performance Period will be calculated using the Measuring Class.
Notwithstanding any other provisions in this Schedule C, the
computation of the Performance Adjustment Rate, the Investment
Performance of the Measuring Class and the Investment Record of
the Benchmark will be made in accordance with the Investment
Advisers Act of 1940, as amended, and any applicable rules
thereunder.
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