EXHIBIT 5(a)
XXXXX XXXXX GROWTH TRUST
MANAGEMENT CONTRACT
AGREEMENT made this 23rd day of June, 1997 between Xxxxx Xxxxx Growth
Trust, a Massachusetts business trust (the "Trust"), on behalf of its series
identified on Schedule A hereto (each a "Fund") and Xxxxx Xxxxx Management, a
Massachusetts business trust (the "Manager"):
1. Duties of the Manager. The Trust hereby employs the Manager to act as
manager for and to manage and administer the affairs of each Fund, subject to
the supervision of the Trustees of the Trust, for the period and on the terms
set forth in this Contract.
The Manager hereby accepts such employment, and agrees to manage and
administer each Fund's business affairs and, in connection therewith, to furnish
for the use of the Fund office space and all necessary office facilities,
equipment and personnel for administering the affairs of the Fund.
The Manager's services include monitoring and providing reports to the
Trustees of the Trust concerning the investment performance achieved by the
investment adviser, recordkeeping, preparation and filing of documents required
to comply with Federal and state securities laws, supervising the activities of
the transfer agent of each Fund, providing assistance in connection with
Trustees and shareholders' meetings and other management and administrative
services necessary to conduct the business of each Fund. The Manager shall not
provide any investment management or advisory services to a Fund.
2. Compensation of the Manager. For the services, payments and facilities
to be furnished hereunder by the Manager, each Fund shall pay to the Manager on
the last day of such month a fee computed by applying the annual asset rate
applicable to that portion of the average daily net assets of the Fund
throughout the month in each Category as indicated below:
Annual
Category Average Daily Net Assets Asset Rate
-------- ------------------------ ----------
1 less than $500 million 0.25000%
2 $500 million but less than $1 billion 0.23333%
3 $1 billion but less than $1.5 billion 0.21667%
4 $1.5 billion but less than $2 billion 0.20000%
5 $2 billion but less than $3 billion 0.18333%
6 $3 billion and over 0.16667%
The average daily net assets of each Fund will be computed in accordance with
the Declaration of Trust, and any applicable votes of the Trustees of the Trust.
In case of initiation or termination of this Contract during any month, the fee
for that month shall be reduced proportionately on the basis of the number of
calendar days during which it is in effect and the fee shall be computed upon
the average net assets for the business days it is so in effect for that month.
The Manager may, from time to time, waive all or a part of the above
compensation.
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 the
Manager hereunder, which expenses payable by the Fund shall include, without
implied limitation, (i) expenses of maintaining the Fund and continuing its
existence, (ii) registration of the Trust under the Investment Company Act of
1940, (iii) commissions, fees and other expenses connected with the purchase or
sale of securities and other investments, (iv) auditing, accounting and legal
expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of
issue, sale, repurchase and redemption of shares, (viii) expenses of registering
and qualifying the 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 the Fund and of the Fund's
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 other disbursements, if
any, of custodians and sub-custodians for all services to the Fund (including
without limitation safekeeping of funds, securities and other investments,
keeping of books and accounts and determination of net asset value), (xiv) fees,
expenses and disbursements of transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars for all services to the Fund, (xv)
expenses of servicing shareholder accounts, (xvi) any direct charges to
shareholders approved by the Trustees of the Trust, (xvii) compensation and
expenses of Trustees of the Trust who are not members of the Manager's
organization, (xviii) all payments to be made and expenses to be assumed by the
Fund pursuant to any one or more distribution plans adopted by the Trust on
behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of
1940 and (xix) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees and officers with respect
thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the Manager as
Trustees, officers, or employees, or otherwise and that Trustees, officers and
employees of the Manager are or may be or become similarly interested in the
Trust, and that the Manager may be or become interested in a Fund as shareholder
or otherwise. It is also understood that Trustees, officers and employees of the
Manager may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) which the Manager may organize,
sponsor or acquire, or with which it may merge or consolidate, and that the
Manager or its subsidiaries or affiliates may enter into advisory or management
agreements or other contracts or relationships with such other companies or
entities.
5. Limitation of Liability of the Manager. The services of the Manager of
the Funds are not to be deemed to be exclusive, the Manager 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 the Manager, the Manager shall
not be subject to liability to a Fund or to any shareholder of a Fund 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 purchase, holding or
sale of any security or other instrument, including options and futures
contracts.
6. Duration and Termination of the Contract. This Contract shall become
effective September 1, 1997, and, unless terminated as herein provided, shall
remain in full force and effect to and including February 28, 1998 and shall
continue in full force and effect indefinitely thereafter, but only so long as
such continuance after February 28, 1998 is specifically approved at least
annually by the Trustees of the Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract with respect to any Fund, without
the payment of any penalty, by action of its Trustees, and the Trust may, at any
time upon such written notice to the Manager, terminate this Contract by vote of
a majority of the outstanding voting securities of the relevant Fund. This
Contract shall terminate automatically in the event of its assignment.
7. Amendment of the Contract. This Contract may be amended by a writing
signed by both parties hereto, provided that no amendment to this Contract shall
be effective until approved by the vote of a majority of the Trustees of the
Trust. The Trustees may amend Schedule A at any time.
8. Limitation of Liability. A Fund shall not be responsible for the
obligations of any other series of the Trust. The Manager expressly acknowledges
the provision in the Amended and Restated Declaration of Trust (Article IV,
Section 4.1) limiting the personal liability of shareholders of the Trust, and
the Manager hereby agrees that it shall have recourse only to the assets of the
relevant Fund for payment of claims or obligations as between that Fund and
Manager arising out of this Contract and shall not seek satisfaction from the
shareholders or any shareholder or Trustee of the Fund or the Trust.
9. Use of the Name "Xxxxx Xxxxx". The Manager hereby consents to the use
by the Fund of the name "Xxxxx Xxxxx" as part of the Fund's name; provided,
however, that such consent shall be conditioned upon the employment of the
Manager or one of its affiliates as the manager or investment adviser of the
Fund. The name "Xxxxx Xxxxx" or any variation thereof may be used from time to
time in other connections and for other purposes by the Manager and its
affiliates and other investment companies that have obtained consent to the use
of the name "Xxxxx Xxxxx." Xxxxx Xxxxx shall have the right to require each Fund
to cease using the name "Xxxxx Xxxxx" as part of the Fund's name if the Fund
ceases, for any reason, to employ the Manager or one if its affiliates as the
Fund's manager or investment adviser. Future names adopted by a Fund for itself,
insofar as such names include identifying words requiring the consent of the
Manager, shall be the property of the Manager and shall be subject to the same
terms and conditions.
10. Certain Definitions. The term "assignment" when used herein shall have
the meaning 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 of the Fund" shall
mean the vote of the lesser of (a) 67 per centum or more of the shares of the
Fund present or represented by proxy at the meeting if the holders 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.
XXXXX XXXXX GROWTH TRUST XXXXX XXXXX MANAGEMENT
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxxx
------------------------------ ------------------------------
President Vice President,
and not individually
XXXXX XXXXX GROWTH TRUST
SCHEDULE A TO MANAGEMENT CONTRACT
Xxxxx Xxxxx Asian Small Companies Fund
Xxxxx Xxxxx Greater China Growth Fund
Xxxxx Xxxxx Information Age Fund
Xxxxx Xxxxx Worldwide Health Sciences Fund
Dated: June 23, 1997
