MANAGEMENT AGREEMENT
[Date]
XXXXX XXXXXX FUND MANAGEMENT LLC
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxxx Xxxxxx Multiple Discipline Trust (the "Company"), a business trust
organized under the laws of the Commonwealth of Massachusetts, on behalf of the
[Fund/Portfolio name], confirms its agreement with Xxxxx Xxxxxx Fund Management
LLC (the "Manager"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital investing and reinvesting in
investments of the kind and in accordance with the investment objective(s),
policies and limitations specified in the prospectus (the "Prospectus") and the
statement of additional information (the "Statement") filed with the Securities
and Exchange Commission as part of the Company's Registration Statement on Form
N-1A on June 26, 2002 as amended from time to time, and in the manner and to the
extent as may from time to time be approved by the Board of Trustees of the
Company (the "Board"). Copies of the Prospectus and the Statement have been or
will be submitted to the Manager. The Company agrees promptly to provide copies
of all amendments to the Prospectus and the Statement to the Manager on an
on-going basis. The Company desires to employ and hereby appoints the Manager to
act as manager of the Company. The Manager accepts the appointment and agrees to
furnish the services for the compensation set forth below.
2. Services as Investment Manager
Subject to the supervision, direction and approval of the Board of the
Company, the Manager shall (a) maintain compliance procedures for the Company
that it reasonably believes are adequate to ensure the Company's compliance with
(i) the Investment Company Act of 1940, as amended (the "1940 Act") and the
rules and regulations promulgated thereunder and (ii) the Company's investment
objective(s), policies and restrictions as stated in the Prospectus and the
Statement; (b) make investment decisions for the Company; (c) place purchase and
sale orders for portfolio transactions on behalf of the Company; (d) employ
professional portfolio managers and securities analysts who provide research
services to the Company; and (e) administer the Company's corporate affairs and,
in connection therewith, furnish the Company with office facilities and with
clerical, bookkeeping and recordkeeping services at such office facilities. In
providing those services, the Manager will conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment of the
Company's assets.
3. Brokerage
In selecting brokers or dealers (including, if permitted by applicable law,
Xxxxx Xxxxxx Inc.) to execute transactions on behalf of the Company, the Manager
will seek the best overall terms
available. In assessing the best overall terms available for any transaction,
the Manager will consider factors it deems relevant, including, but not limited
to, the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and on a
continuing basis. In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms available, the Manager is
authorized to consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934), provided to
the Company and/or other accounts over which the Manager or its affiliates
exercise investment discretion. Nothing in this paragraph shall be deemed to
prohibit the Manager from paying an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker, or dealer would have charged for effecting that
transaction, if the Manager determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such member, broker, or dealer, viewed in terms of either
that particular transaction or its overall responsibilities with respect to the
Company and/or other accounts over which the Manager or its affiliates exercise
investment discretion.
4. Information Provided to the Company
The Manager shall keep the Company informed of developments materially
affecting the Company, and shall, on its own initiative, furnish the Company
from time to time with whatever information the Manager believes is appropriate
for this purpose.
5. Standard of Care
The Manager shall exercise its best judgment and shall act in good faith in
rendering the services listed in paragraphs 2 and 3 above. The Manager shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Company in connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to protect or purport to
protect the Manager against any liability to the Company or its shareholders to
which the Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or by
reason of the Manager's reckless disregard of its obligations and duties under
this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Company will pay the Manager an annual fee calculated at the rate of 0.75% of
the Company's average daily net assets; the fee is calculated daily and paid
monthly. The fee for the period from the Effective Date (defined below) of the
Agreement to the end of the month during which the Effective Date occurs shall
be prorated according to the proportion that such period bears to the full
monthly period. Upon any termination of this Agreement before the end of a
month, the fee for such part of that month shall be prorated according to the
proportion that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to the Manager, the value of the Company's net assets
shall be computed at the times and in the manner specified in the Prospectus
and/or the Statement.
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7. Expenses
The Manager shall bear all expenses (excluding brokerage costs, custodian
fees, auditors fees or other expenses to be borne by the Company) in connection
with the performance of its services under this Agreement. The Company shall
bear certain other expenses to be incurred in its operation, including, but not
limited to investment advisory, any sub-advisory and any administration fees;
fees for necessary professional and brokerage services; fees for any pricing
service; the costs of regulatory compliance; and pro rata costs associated with
maintaining the Company's legal existence and shareholder relations. All other
expenses not specifically assumed by the Manager hereunder are borne by the
Company.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the Company (including fees
pursuant to this Agreement and the Company's administration agreements, if any,
but excluding interest, taxes, brokerage and extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over the Company, the
Manager shall reduce its fee to the Company by the proportion of such excess
expense equal to the proportion that its fee hereunder bears to the aggregate of
fees paid by the Company for investment management, advice and administration in
that year, to the extent required by state law. A fee reduction pursuant to this
paragraph 8, if any, shall be estimated, reconciled and paid on a monthly basis.
The Company confirms that, as of the date of this Agreement, no such expense
limitation is applicable to the Company.
9. Services to Other Companies or Accounts
The Company understands that the Manager now acts, will continue to act and
may act in the future as investment manager or adviser to fiduciary and other
managed accounts, and as investment manager or adviser to other investment
companies, and the Company has no objection to the Manager's so acting, provided
that whenever the Company and one or more other investment companies or accounts
managed or advised by the Manager have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed to be equitable to each company and account. The Company
recognizes that in some cases this procedure may adversely affect the size of
the position obtainable for the Company. In addition, the Company understands
that the persons employed by the Manager to assist in the performance of the
Manager's duties under this Agreement will not devote their full time to such
service and nothing contained in this Agreement shall be deemed to limit or
restrict the right of the Manager or any affiliate of the Manager to engage in
and devote time and attention to other businesses or to render services of
whatever kind or nature.
10. Term of Agreement
This Agreement shall become effective [date] (the "Effective Date") and
shall continue for an initial two-year term and shall continue thereafter so
long as such continuance is specifically approved at least annually as required
by the 1940 Act. This Agreement is terminable, without penalty, on 60 days'
written notice, by the Board of the Company or by vote of holders of a majority
(as defined in the 1940 Act and the rules thereunder) of the outstanding voting
securities of the
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Company, or upon 60 days' written notice, by the Manager. This Agreement will
also terminate automatically in the event of its assignment (as defined in the
1940 Act and the rules thereunder).
11. Limitation of Liability
The Company and you agree that the obligations of the Company under this
Agreement shall not be binding upon any of the Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the Company,
individually, but are binding only upon the assets and property of the Company,
as provided in the Master Trust Agreement. The execution and delivery of this
Agreement have been authorized by the Trustees and signed by an authorized
officer of the Company, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Company as provided in
its Master Trust Agreement.
If the foregoing is in accordance with your understanding, kindly indicate
your acceptance of this Agreement by signing and returning the enclosed copy of
this Agreement.
Very truly yours,
Xxxxx Xxxxxx Multiple Discipline Trust
on behalf of the [Fund/Portfolio name]
By:
---------------------------------------
Name:
Title:
Accepted:
Xxxxx Xxxxxx Fund Management LLC
By:
--------------------------------
Name:
Title:
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