INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 31st day of May, 1997, and amended as of March 2,
1998, May 1, 1998, May 1, 1999, and May 1, 2000, by and between Xxxxxx Xxxxxxx
Xxxx Xxxxxx Select Dimensions Investment Series, an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts (hereinafter
called the "Fund"), and Xxxxxx Xxxxxxx Xxxx Xxxxxx Advisors Inc., a Delaware
corporation (hereinafter called the "Investment Manager"):
WHEREAS, The Fund is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended (the "Act"); and
WHEREAS, The Investment Manager is registered as an investment adviser under
the Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser; and
WHEREAS, The Fund is authorized to issue shares of beneficial interest in
separate portfolios (the "Portfolios") with each Portfolio representing
interests in a separate portfolio of securities and other assets; and
WHEREAS, The Fund currently offers shares in several Portfolios, such
Portfolios together with all other Portfolios subsequently established by the
Fund with respect to which the Fund desires to retain the Investment Manager to
render management and investment advisory services in the manner and on the
terms and conditions hereinafter set forth being collectively referred to as the
"Portfolios;" and
WHEREAS, The Investment Manager desires to be retained to perform services
on said terms and conditions:
Now, Therefore, this Agreement
W I T N E S S E T H:
that in consideration of the premises and the mutual covenants hereinafter
contained, the Fund and the Investment Manager agree as follows:
1.The Fund hereby retains the Investment Manager to act as investment
manager of the Portfolios and, subject to the supervision of the Trustees, to
supervise the investment activities of the Portfolios as hereinafter set forth.
Without limiting the generality of the foregoing, the Investment Manager: shall
obtain and evaluate such information and advice relating to the economy,
securities and commodities markets and securities and commodities as it deems
necessary or useful to discharge its duties hereunder; with respect to the
Portfolios other than such Portfolios in respect of which a Sub-Advisory
Agreement is in effect in accordance with paragraph 2 hereof, shall continuously
manage the assets of the Portfolios in a manner consistent with the investment
objectives and policies of the Portfolios and shall determine the securities and
commodities to be purchased, sold or otherwise disposed of by the Portfolios and
the timing of such purchases, sales and dispositions; with respect to the
Portfolios in respect of which a Sub-Advisory Agreement is in effect in
accordance with paragraph 2 hereof, shall supervise the management of the assets
of the Portfolio in a manner consistent with the investment objectives and
policies of the Portfolio and subject to such other limitations and directions
as the Trustees of the Fund may from time to time prescribe; and shall take such
further action, including the placing of purchase and sale orders on behalf of
the Portfolios other than the Portfolios in respect of which a Sub-Advisory
Agreement is in effect in accordance with paragraph 2 hereof, as the Investment
Manager shall deem necessary or appropriate. The Investment Manager shall also
furnish to or place at the disposal of the Fund such of the information,
evaluations, analyses and opinions formulated or obtained by the Investment
Manager in the discharge of its duties as the Fund may, from time to time,
reasonably request.
In the event the Fund establishes another Portfolio other than the current
Portfolios with respect to which it desires to retain the Investment Manager to
render investment advisory services hereunder, it shall notify the Investment
Manager in writing. If the Investment Manager is willing to render such
services, it shall notify the Fund in writing, whereupon such other Portfolio
shall become a Portfolio hereunder.
2.The Investment Manager may, at its own expense, from time to time and in
its discretion, enter into a Sub-Advisory Agreement or Sub-Advisory Agreements
in respect of any of the Portfolios with a Sub-Adviser or Sub-Advisers to make
determinations as to the securities and commodities to be purchased, sold or
otherwise disposed of by the Portfolio and the timing of such purchases, sales
and dispositions and to take such further action, including the placing of
purchase and sale orders on behalf of the Portfolio, as the Sub-Adviser, in
consultation with the Investment Manager, shall deem necessary or appropriate;
provided that the Investment Manager shall be responsible for monitoring
compliance by such Sub-Adviser with the investment policies and restrictions of
the Portfolio and with such other limitations or directions as the Trustees of
the Fund may from time to time prescribe. Upon the termination of any such
Sub-Advisory Agreement, the Investment Manager may assume all of the duties that
were the responsibility of the Sub-Adviser under the Sub-Advisory Agreement.
3.The Investment Manager shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as it shall
from time to time determine to be necessary or useful to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Investment Manager shall be deemed to
include persons employed or otherwise retained by the Investment Manager to
furnish statistical and other factual data, advice regarding economic factors
and trends, information with respect to technical and scientific developments,
and such other information, advice and assistance as the Investment Manager may
desire. The Investment Manager shall, as agent for the Fund, maintain the Fund's
records and books of account (other than those maintained by the Fund's transfer
agent, registrar, custodian and other agencies). All such books and records so
maintained shall be the property of the Fund and, upon request therefor, the
Investment Manager shall surrender to the Fund such of the books and records so
requested.
4.The Fund will, from time to time, furnish or otherwise make available to
the Investment Manager such financial reports, proxy statements and other
information relating to the business and affairs of the Fund as the Investment
Manager may reasonably require in order to discharge its duties and obligations
hereunder.
5.The Investment Manager shall bear the cost of rendering the investment
management and supervisory services to be performed by it under this Agreement,
and shall, at its own expense, pay the compensation of the officers and
employees, if any, of the Fund who are also directors, officers or employees of
the Investment Manager, and provide such office space, facilities and equipment
and such clerical help and bookkeeping services as the Fund shall reasonably
require in the conduct of its business. The Investment Manager shall also bear
the cost of telephone service, heat, light, power and other utilities provided
to the Fund.
6.The Fund assumes and shall pay or cause to be paid all other expenses of
the Fund, including without limitation: the charges and expenses of any
registrar, any custodian or depository appointed by the Fund for the safekeeping
of its cash, portfolio securities or commodities and other property, and any
stock transfer or dividend agent or agents appointed by the Fund; brokers'
commissions chargeable to the Fund in connection with portfolio transactions to
which the Fund is a party; all taxes, including securities or commodities
issuance and transfer taxes, and fees payable by the Fund to federal, state or
other governmental agencies; the cost and expense of engraving or printing
certificates representing shares of the Fund; all costs and expenses in
connection with the registration and maintenance of registration of the Fund and
its shares with the Securities and Exchange Commission and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel); the cost and expense of printing (including typesetting) and
distributing prospectuses and statements of additional information of the Fund
and supplements thereto to the Fund's shareholders; all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to shareholders; fees and travel expenses of
Trustees or members of any advisory board or committee who are not employees of
the Investment Manager or any corporate affiliate of the Investment Manager; all
expenses incident to the payment of
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any dividend, distribution, withdrawal or redemption, whether in shares or in
cash; charges and expenses of any outside service used for pricing of the Fund's
shares; charges and expenses of legal counsel, including counsel to the Trustees
of the Fund who are not interested persons (as defined in the Act) of the Fund
or the Investment Manager, and of independent accountants, in connection with
any matter relating to the Fund; membership dues of industry associations;
interest payable on Fund borrowings; postage; insurance premiums on property or
personnel (including officers and Trustees) of the Fund which inure to its
benefit; extraordinary expenses (including but not limited to legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of the Fund's operation unless otherwise explicitly
provided herein.
7.For the services to be rendered, the facilities furnished, and the
expenses assumed by the Investment Manager, the various Portfolios of the Fund
shall pay to the Investment Manager monthly compensation determined by applying
the following annual rates to the daily net assets of the respective Portfolios
determined as of the close of each business day: (a) the Money Market Portfolio
-- 0.50%; (b) the North American Government Securities Portfolio -- 0.65%;
(c) the Diversified Income Portfolio -- 0.40%; (d) the Balanced Growth Portfolio
-- 0.60%; (e) the Utilities Portfolio -- 0.65%; (f) the Dividend Growth
Portfolio -- 0.625%; (g) the Value-Added Market Portfolio -- 0.50%; (h) the
Growth Portfolio -- 0.80%; (i) the American Opportunities Portfolio -- 0.625% of
daily net assets up to $500 million, 0.60% of the next $500 million, and 0.575%
of daily net assets over $1 billion; (j) the Mid-Cap Growth Portfolio -- 0.75%;
(k) the Global Equity Portfolio -- 1.0%; (l) the Developing Growth Portfolio --
0.50%; and (m) the Emerging Markets Portfolio -- 1.25%. Except as hereinafter
set forth, compensation under this Agreement shall be calculated and accrued
daily and the amounts of the daily accruals shall be paid monthly. Such
calculations shall be made by applying 1/365ths of the annual rates to the net
assets of the respective Portfolios each day determined as of the close of
business on that day or the last previous business day. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fees as set forth above.
Subject to the provisions of paragraph 8 hereof, payment of the Investment
Manager's compensation for the preceding month shall be made as promptly as
possible after completion of the computations contemplated by paragraph 8
hereof.
0.Xx the event that the operating expenses of any of the Money Market
Portfolio, the North American Government Securities Portfolio, the Diversified
Income Portfolio, the Balanced Growth Portfolio, the Utilities Portfolio, the
Dividend Growth Portfolio, the Value-Added Market Portfolio, the Growth
Portfolio, the American Opportunities Portfolio, the Global Equity Portfolio,
the Developing Growth Portfolio or the Emerging Markets Portfolio, including
amounts payable to the Investment Manager pursuant to paragraph 7 hereof, for
any year ending on a date on which this Agreement is in effect exceed 2.5% of
the average daily net assets of such Portfolio up to $30 million, 2.0% of the
next $70 million and 1.5% of the average daily net assets of such Portfolio in
excess of $100 million (the "expense limitation" of these Portfolios), the
Investment Manager shall reduce its management fee in respect of such Portfolio
to the extent of such excess and will reimburse such Portfolio for annual
operating expenses in excess of the expense limitation, up to the amount of the
management fee for that Portfolio which otherwise would be payable for that
year; provided, however, there shall be excluded from such expenses the amount
of any interest, taxes, brokerage commissions and extraordinary expenses
(including but not limited to legal claims and liabilities and litigation costs
and any indemnification related thereto) paid or payable by such Portfolio. Such
reduction, if any, shall be computed and accrued daily, shall be settled on a
monthly basis, and shall be based upon the expense limitation applicable to such
Portfolio as at the end of the last business day of the month.
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9.The Investment Manager will use its best efforts in the supervision and
management of the investment activities of the Fund, but in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations hereunder, the Investment Manager shall not be liable to the Fund or
any of its investors for any error of judgment or mistake of law or for any act
or omission by the Investment Manager or for any losses sustained by the Fund or
its investors.
10.Nothing contained in this Agreement shall prevent the Investment Manager
or any affiliated person of the Investment Manager from acting as investment
adviser or manager for any other person, firm or corporation and shall not in
any way bind or restrict the Investment Manager or any such affiliated person
from buying, selling or trading any securities or commodities for their own
accounts or for the account of others for whom they may be acting. Nothing in
this Agreement shall limit or restrict the right of any Trustee, officer or
employee of the Investment Manager to engage in any other business or to devote
his or her time and attention in part to the management or other aspects of any
other business whether of a similar or dissimilar nature.
11.This Agreement shall remain in effect until April 30, 2001 and from year
to year thereafter with respect to each Portfolio provided such continuance with
respect to a Portfolio is approved at least annually by the vote of holders of a
majority (as defined in the Act) of the outstanding voting securities of such
Portfolio or by the Trustees of the Fund; provided that in either event such
continuance is also approved annually by the vote of a majority of the Trustees
of the Fund who are not parties to this Agreement or "interested parties" (as
defined in the Act) of any such party, which vote must be cast in person at a
meeting called for the purpose of voting on such approval; provided, however,
that (a) the Fund may, at any time and without the payment of any penalty,
terminate this Agreement upon thirty days' written notice to the Investment
Manager, either by majority vote of the Trustees of the Fund or, with respect to
a Portfolio, by the vote of a majority of the outstanding voting securities of
such Portfolio; (b) this Agreement shall immediately terminate in the event of
its assignment (to the extent required by the Act and the rules thereunder)
unless such automatic terminations shall be prevented by an exemptive order of
the Securities and Exchange Commission; and (c) the Investment Manager may
terminate this Agreement without payment of penalty on thirty days' written
notice to the Fund. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed post-paid, to the other party at the
principal office of such party.
Any approval of this Agreement by the holders of a majority of the
outstanding voting securities of any Portfolio shall be effective to continue
this Agreement with respect to such Portfolio notwithstanding (a) that this
Agreement has not been approved by the holders of a majority of the outstanding
voting securities of any other Portfolio or (b) that this Agreement has not been
approved by the vote of a majority of the outstanding voting securities of the
Fund, unless such approval shall be required by any other applicable law or
otherwise.
12.This Agreement may be amended by the parties without the vote or consent
of the shareholders of the Fund to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent provision hereof, or if they
deem it necessary to conform this Agreement to the requirements of applicable
federal laws or regulations, but neither the Fund nor the Investment Manager
shall be liable for failing to do so.
13.This Agreement shall be construed in accordance with the laws of the
State of New York and the applicable provisions of the Act. To the extent the
applicable law of the State of New York, or any of the provisions herein,
conflicts with the applicable provisions of the Act, the latter shall control.
14.The Investment Manager and the Fund each agree that the name "Xxxxxx
Xxxxxxx Xxxx Xxxxxx," which comprises a component of the Fund's name, is a
property right of Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co. ("MSDW"), the parent of the
Investment Manager. The Fund agrees and consents that (i) it will only use the
name "Xxxxxx Xxxxxxx Xxxx Xxxxxx" as a component of its name and for no other
purpose, (ii) it will not purport to grant to any third party the right to use
the name "Xxxxxx Xxxxxxx Xxxx Xxxxxx" for any purpose, (iii) MSDW, or any
corporate affiliate of MSDW, may use or grant to others the right to use the
name "Xxxxxx Xxxxxxx Xxxx Xxxxxx,"
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or any combination or abbreviation thereof, as all or a portion of a corporate
or business name or for any commercial purpose, including a grant of such right
to any other investment company, (iv) at the request of MSDW or any corporate
affiliate of MSDW, the Fund will take such action as may be required to provide
its consent to the use of the name "Xxxxxx Xxxxxxx Xxxx Xxxxxx," or any
combination or abbreviation thereof, by the MSDW or any corporate affiliate of
MSDW, or by any person to whom MSDW or any corporate affiliate of MSDW, shall
have granted the right to such use, and (v) upon the termination of any
investment advisory agreement into which a corporate affiliate of MSDW and the
Fund may enter, or upon termination of affiliation of the Investment Manager
with its parent, the Fund shall, upon request of MSDW or any corporate affiliate
of MSDW, cease to use the name "Xxxxxx Xxxxxxx Xxxx Xxxxxx" as a component of
its name, and shall not use the name, or any combination or abbreviation
thereof, as a part of its name or for any other commercial purpose, and shall
cause its officers, trustees and shareholders to take any and all actions which
MSDW or any corporate affiliate of MSDW, may request to effect the foregoing and
to reconvey to MSDW any and all rights to such name. 15.The Declaration of Trust
establishing Xxxxxx Xxxxxxx Xxxx Xxxxxx Select Dimensions Investment Series,
dated June 2, 1994, a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of the Commonwealth of
Massachusetts, provides that the name Xxxxxx Xxxxxxx Xxxx Xxxxxx Select
Dimensions Investment Series refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of Xxxxxx Xxxxxxx Xxxx Xxxxxx Select
Dimensions Investment Series shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim or otherwise, in connection with the affairs of said Xxxxxx Xxxxxxx
Xxxx Xxxxxx Select Dimensions Investment Series, but the Trust Estate only shall
be liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, as amended, on May 1, 2000 in New York, New York.
XXXXXX XXXXXXX XXXX XXXXXX SELECT
DIMENSIONS INVESTMENT SERIES
By: /s/ Xxxxx Xxxx
..................................
Xxxxx Xxxx
Attest: /s/ Xxxx Xxxx
..............................
Xxxx Xxxx
XXXXXX XXXXXXX XXXX XXXXXX ADVISORS
INC.
By: /s/ Xxxxxxxx X. Xxxxx
..................................
Xxxxxxxx X. Xxxxx
Attest: /s/ Xxxxxxx X. Xxxxxxx
..............................
Xxxxxxx X. Xxxxxxx
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