PORTFOLIO MANAGEMENT AGREEMENT For The Fixed Income Opportunity Portfolio
Exhibit (d)(13)
PORTFOLIO MANAGEMENT AGREEMENT
For The Fixed Income Opportunity Portfolio
For The Fixed Income Opportunity Portfolio
AGREEMENT made this 30th day of April, 2007, between Seix Advisors
(“Seix” or “Portfolio Manager”), a fixed income division of Trusco Capital
Management, Inc. (“Trusco”), a Georgia corporation, and The Xxxxxx Xxxxxxxxx Trust,
a Delaware statutory trust (“Trust”).
WHEREAS, the Trust is registered as an open-end, diversified, management
series investment company under the Investment Company Act of 1940, as amended
(“Investment Company Act”) which currently offers nine series of beneficial
interests (“shares”) representing interests in separate investment portfolios, and
may offer additional portfolios in the future; and
WHEREAS, the Trust desires to retain the Portfolio Manager to provide a
continuous program of investment management for The Fixed Income Opportunity
Portfolio of the Trust (“Portfolio”) and Portfolio Manager is willing, in
accordance with the terms and conditions hereof, to provide such services to the
Trust;
NOW THEREFORE, in consideration of the promises and covenants set forth herein
and intending to be legally bound hereby, it is agreed between the parties as
follows:
1. Appointment of Portfolio Manager. The Trust hereby retains
Portfolio Manager to provide the investment services set forth herein and
Portfolio Manager agrees to accept such appointment. In carrying out its
responsibilities under this Agreement, the Portfolio Manager shall at all times
act in accordance with the investment objectives, policies and restrictions
applicable to the Portfolio as set forth in the then current Registration
Statement of the Trust delivered by the Trust to the Portfolio Manager,
applicable provisions of the Investment Company Act and the rules and
regulations promulgated under the Investment Company Act and other applicable
federal securities laws.
2. Duties of Portfolio Manager. (a) Portfolio Manager shall
provide a continuous program of investment management for that portion of the
assets of the Portfolio (“Account”) that may, from time to time be allocated to
it by the Trust’s Board of Trustees, as indicated in writing by an authorized
officer of the Trust. It is understood that the Account may consist of all, a
portion of or none of the assets of the Portfolio, and that the Board of
Trustees has the right to allocate and reallocate such assets to the Account at
any time, and from time to time, upon such notice to the Portfolio Manager as
may be reasonably necessary, in the view of the Trust, to ensure orderly
management of the Account or the Portfolio. The Portfolio Manager’s
responsibility for providing portfolio management services to the Portfolio
shall be limited to the Account.
(b) Subject to the general supervision of the Trust’s Board of Trustees,
Portfolio Manager shall have sole investment discretion with respect to the
Account, including investment research, selection of the securities to be
purchased and sold and the portion of the Account, if any, that shall be held
uninvested, and the
selection of brokers and dealers through which securities transactions in
the Account shall be executed. The Portfolio Manager shall not consult with any
other portfolio manager of the Portfolio concerning transactions for the
Portfolio in securities or other assets. Specifically, and without limiting the
generality of the foregoing, Portfolio Manager agrees that it will:
(i) advise the Portfolio’s designated custodian bank and administrator
or accounting agent on each business day of each purchase and sale or by
the day following trade date, as the case may be, made on behalf of the
Account, specifying the name and quantity of the security purchased or
sold, the unit and aggregate purchase or sale price, commission paid, the
market on which the transaction was effected, the trade date, the
settlement date, the identity of the effecting broker or dealer and/or such
other information, and in such manner, as may from time to time be
reasonably requested by the Trust;
(ii) maintain all applicable books and records with respect to the
securities transactions of the Account. Specifically, Portfolio Manager
agrees to maintain with respect to the Account those records required to be
maintained under Rule 31a-1(b)(1), (b)(5) and (b)(6) under the Investment
Company Act with respect to transactions in the Account including, without
limitation, records which reflect securities purchased or sold in the
Account, showing for each such transaction, the name and quantity of
securities, the unit and aggregate purchase or sale price, commission paid,
the market on which the transaction was effected, the trade date, the
settlement date, and the identity of the effecting broker or dealer.
Portfolio Manager will preserve such records in the manner and for the
periods prescribed by Rule 31a-2 under the Investment Company Act.
Portfolio Manager acknowledges and agrees that all records it maintains for
the Trust are the property of the Trust and Portfolio Manager will
surrender promptly to the Trust any such records upon the Trust’s request.
The Trust agrees, however, that Portfolio Manager may retain copies of
those records that are required to be maintained by Portfolio Manager under
federal or state regulations to which it may be subject or are reasonably
necessary for purposes of conducting its business;
(iii) provide, in a timely manner, such information as may be
reasonably requested by the Trust or its designated agents in connection
with, among other things, the daily computation of the Portfolio’s net
asset value and net income, preparation of proxy statements or amendments
to the Trust’s registration statement and monitoring investments made in
the Account to ensure compliance with the various limitations on
investments applicable to the Portfolio and to ensure that the Portfolio
will continue to qualify for the special tax treatment accorded to
regulated investment companies under Subchapter M of the Internal Revenue
Code of 1986, as amended (“Code”); and
(iv) render regular reports to the Trust concerning the performance of
Portfolio Manager of its responsibilities under this Agreement. In
particular,
Portfolio Manager agrees that it will, at the reasonable
request of the Board of Trustees, attend meetings of the Board or its
validly constituted committees and will, in addition, make its officers and
employees available to meet with the officers and employees of the Trust at
least quarterly and at other times upon
reasonable notice, to review the investments and investment program of
the Account.
3. Portfolio Transaction and Brokerage. In placing orders for
portfolio securities with brokers and dealers, Portfolio Manager shall use its
best efforts to execute securities transactions on behalf of the Account in
such a manner that the total cost or proceeds in each transaction is the most
favorable under the circumstances. Portfolio Manager may, however, in its
discretion, direct orders to brokers that provide to Portfolio Manager
research, analysis, advice and similar services, and Portfolio Manager may
cause the Account to pay to those brokers a higher commission than may be
charged by other brokers for similar transactions, provided that Portfolio
Manager determines in good faith that such commission is reasonable in terms
either of the particular transaction or of the overall responsibility of the
Portfolio Manager to the Account and any other accounts with respect to which
Portfolio Manager exercises investment discretion, and provided further that
the extent and continuation of any such practice is subject to review by the
Trust’s Board of Trustees. Portfolio Manager shall not execute any portfolio
transactions for the Trust with a broker or dealer which is an “affiliated
person” of the Trust or Portfolio Manager, including any other investment
advisory organization that may, from time to time act as a portfolio manager
for the Portfolio or any of the Trust’s other Portfolios, except as permitted
under the Investment Company Act and rules promulgated thereunder. The Trust
shall provide a list of such affiliated brokers and dealers to Portfolio
Manager and will promptly advise Portfolio Manager of any changes in such list.
4. Expenses and Compensation. Except for expenses specifically
assumed or agreed to be paid by the Portfolio Manager under this Agreement, the
Portfolio Manager shall not be liable for any expenses of the Portfolio or the
Trust, including, without limitation: (i) interest and taxes; (ii) brokerage
commissions and other costs in connection with the purchase and sale of
securities or other investment instruments with respect to the Portfolio; and
(iii) custodian fees and expenses. For its services under this Agreement,
Portfolio Manager shall be entitled to receive a fee, payable quarterly, as set
forth in Schedule A.
5. Limitation of Liability and Indemnification. (a) Portfolio
Manager shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Portfolio or the Trust in connection with the matters
to which this Agreement relates including, without limitation, losses that may
be sustained in connection with the purchase, holding, redemption or sale of
any security or other investment by the Trust on behalf of the Portfolio,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of Portfolio Manager in the performance of its duties or from
reckless disregard by it of its duties under this Agreement.
(b) Notwithstanding the foregoing, Trusco expressly agrees that the Trust
may rely upon: (i) Trusco’s current Form ADV; and (ii) information provided, in
writing, by Trusco or the Portfolio Manager to the Trust in accordance with
Section 9 of this Agreement or otherwise to the extent such information was
provided by Trusco or the Portfolio Manager for the purpose of inclusion in SEC
Filings, as hereinafter
defined provided that a copy of each SEC Filing is
provided to Portfolio Manager: (i) at least 10 business days prior to the date
on which it will become effective, in the case of a registration statement;
(ii) at least 10 business days prior to the date upon which it is filed with
the SEC in the case of the Trust’s semi-annual-report on
Form N-SAR or any shareholder report or proxy statement; or (iii) at least
10 business days prior to first use, in the case of any other SEC Filing. For
purposes of this Section 5, “SEC Filings” means the Trust’s registration
statement and amendments thereto and any periodic reports relating to the Trust
and its Portfolios that are required by law to be furnished to shareholders of
the Trust and/or filed with the Securities and Exchange Commission.
(c) Trusco and Portfolio Manager agree to indemnify and hold harmless the
Trust and each of its Trustees, officers, employees and control persons from
any claims, liabilities and reasonable expenses, including reasonable
attorneys’ fees (collectively, “Losses”), to the extent that such Losses arise
out of any untrue statement of a material fact contained in an SEC Filing or
the omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they are made, not
materially misleading, if such statement or omission was made in reliance upon
Trusco’s current Form ADV or written information furnished by Trusco or the
Portfolio Manager for the purpose of inclusion in such SEC Filings or other
appropriate SEC Filings; provided that a copy of each SEC Filing was provided
to Portfolio Manager: (i) at least 10 business days prior to the date on which
it will become effective, in the case of a registration statement; (ii) at
least 10 business days prior to the date upon which it is filed with the SEC in
the case of the Trust’s semi-annual-report on Form N-SAR or any shareholder
report or proxy statement; or (iii) at least 10 business days prior to first
use, in the case of any other SEC Filing.
(d) In the event that a legal proceeding is commenced against the Trust on
the basis of claims for which Trusco and/or the Portfolio Manager would, if
such claims were to prevail, be required to indemnify the Trust pursuant to
Section 5(c) above, Trusco or Portfolio Manager will, at its expense, provide
such assistance as the Trust may reasonably request in preparing the defense of
the such claims (including by way of example making personnel available for
interview by counsel for the Trust, but specifically not inducing retention or
payment of counsel to defend such claims on behalf of the Trust); provided that
neither Trusco nor the Portfolio Manager will be required to pay any Losses of
the Trust except to the extent it may be required to do so under Section 5(c)
above.
(e) The indemnification obligations set forth in Section 5 (c) shall not
apply unless: (i) the statement or omission in question accurately reflects
information provided to the Trust in writing by the Portfolio Manager; (ii) the
statement or omission in question was made in an SEC Filing in reliance upon
written information provided to the Trust by the Portfolio Manager specifically
for use in such SEC Filing; (iii) the Portfolio Manager was afforded the
opportunity to review the statement (or the omission was identified to it) in
connection with the 10 business day review requirement set forth in Section
5(b) above; and (iv) upon receipt by the Trust of any notice of the
commencement of any action or the assertion of any claim to which the
indemnification obligations set forth in Section 5(c) may apply, the Trust
notifies the Portfolio Manager, within 30 days and in writing, of such receipt
and provides to Portfolio Manager the opportunity to participate in the defense
and/or settlement of any such action or claim. Further,
neither Trusco nor
Portfolio Manager will be required to indemnify any person under this Section 5
to the extent that Trusco or Portfolio Manager relied upon statements or
information furnished to them, in writing, by any officer, employee or Trustee
of the Trust, or by the Trust’s custodian, administrator or accounting agent
or any other agent of the Trust, in preparing written information provided
to the Trust and upon which the Trust relied in preparing the SEC Filing(s) in
question.
(f) Neither Trusco nor the Portfolio Manager shall not be liable for: (i)
any acts of any other portfolio manager to the Portfolio or the Trust with
respect to the portion of the assets of the Portfolio or the Trust not managed
by the Portfolio Manager; and (ii) acts of the Portfolio Manager which result
from acts of the Trust, including, but not limited to, a failure of the Trust
to provide accurate and current information with respect to the investment
objectives, policies, or restrictions applicable to the Portfolio, actions of
the Trustees, or any records maintained by Trust or any other portfolio manager
to the Portfolio. The Trust agrees that, to the extent the Portfolio Manager
complies with the investment objectives, policies, and restrictions applicable
to the Portfolio as provided to the Portfolio Manager by the Trust, and with
laws, rules, and regulations applicable to the Portfolio (including, without
limitation, any requirements relating to the qualification of the Account as a
regulated investment company under Subchapter M of the Code) in the management
of the assets of the Portfolio specifically committed to management by the
Portfolio Manager, without regard to any other assets or investments of the
Portfolio, Portfolio Manager will be conclusively presumed for all purposes to
have met its obligations under this Agreement to act in accordance with the
investment objectives, polices, and restrictions applicable to the Portfolio
and with laws, rules, and regulations applicable to the Portfolio, it being the
intention that for this purpose the assets committed to management by the
Portfolio Manager shall be considered a separate and discrete investment
portfolio from any other assets of the Portfolio; without limiting the
generality of the foregoing, the Portfolio Manager will have no obligation to
inquire into, or to take into account, any other investments of the Portfolio
in making investment decisions under this Agreement. In no event shall the
Portfolio Manager or any officer, director, employee, or agent or the Portfolio
Manager have any liability arising from the conduct of the Trust and any other
portfolio manager with respect to the portion of the Portfolio’s assets not
allocated to the Portfolio Manager.
6. Permissible Interest. Subject to and in accordance with the
Trust’s Declaration of Trust and Bylaws and corresponding governing documents
of Portfolio Manager, Trustees, officers, agents and shareholders of the Trust
may have an interest in the Portfolio Manager as officers, directors, agents
and/or shareholders or otherwise. Portfolio Manager may have similar interests
in the Trust. The effect of any such interrelationships shall be governed by
said governing documents and the provisions of the Investment Company Act.
7. Duration, Termination and Amendments. This Agreement shall
become effective as of the date first written above and shall continue in
effect thereafter for two years. This Agreement shall continue in effect from
year to year thereafter for so long as its continuance is specifically
approved, at least annually, by: (i) a majority of the Board of Trustees or the
vote of the holders of a majority of the Portfolio’s outstanding voting
securities; and (ii) the affirmative vote, cast in person at a meeting called
for the purpose of voting on such continuance, of a majority of
those members
of the Board of Trustees (“Independent Trustees”) who are not “interested
persons” of the Trust or any investment adviser to the Trust.
This Agreement may be terminated by the Portfolio Manager at any time and
without penalty upon thirty days written notice to the other party, which
notice may be waived by the party entitled to it. This Agreement may be
terminated by the Trust at any time and without penalty upon sixty days written
notice to the other party, which notice may be waived by the party entitled to
it. This Agreement may not be amended except by an instrument in writing and
signed by the party to be bound thereby provided that if the Investment Company
Act requires that such amendment be approved by the vote of the Board, the
Independent Trustees and/or the holders of the Trust’s or the Portfolio’s
outstanding shareholders, such approval must be obtained before any such
amendment may become effective. This Agreement shall terminate upon its
assignment. For purposes of this Agreement, the terms “majority of the
outstanding voting securities,” “assignment” and “interested person” shall have
the meanings set forth in the Investment Company Act.
The parties expressly agree that, in the event that the Portfolio Manager
ceases to be associated with Trusco, the Trust shall have the right to
terminate this Agreement at any time, without penalty and without notice.
8. Confidentiality; Use of Name. Portfolio Manager and the
Trust acknowledge and agree that during the term of this Agreement the parties
may have access to certain information that is proprietary to the Trust or
Portfolio Manager, respectively (or to their affiliates and/or service
providers). The parties agree that their respective officers and employees
shall treat all such proprietary information as confidential and will not use
or disclose information contained in, or derived from such material for any
purpose other than in connection with the carrying out of their
responsibilities under this Agreement and the management of the Trust’s assets,
provided, however, that this shall not apply in the case of: (i) information
that is publicly available; and (ii) disclosures required by law or requested
by any regulatory authority that may have jurisdiction over Portfolio Manager
or the Trust, as the case may be, in which case such party shall request such
confidential treatment of such information as may be reasonably available. In
addition, each party shall use its reasonable efforts to ensure that its agents
or affiliates who may gain access to such proprietary information shall be made
aware of the proprietary nature and shall likewise treat such materials as
confidential.
It is acknowledged and agreed that the names “Xxxxxx Xxxxxxxxx,” “Xxxxxx
Xxxxxxxxx Chief Investment Officers” (which is a registered trademark of Xxxxxx
Xxxxxxxxx & Co., Inc. (“HCCI”)), and derivative of either, as well as any logo
that is now or shall later become associated with either name (“Marks”) are
valuable property of HCCI and that the use of the Marks, or any one of them, by
the Trust or its agents is subject to the license granted to the Trust by HCCI.
Portfolio Manager agrees that it will not use any Xxxx without the prior
written consent of the Trust.
Portfolio Manager consents to use of its name, performance data, biographical
data and other pertinent data, and the Trusco Marks (as defined below), by the
Trust for use in marketing and sales literature, provided that any such
marketing and sales literature shall not be used by the Trust without the prior
written consent of Portfolio Manager, which consent shall not be unreasonably
withheld. The Trust shall have
full responsibility for the compliance by any
such marketing and sales literature with all applicable laws, rules, and
regulations, and Portfolio Manager will have no
responsibility or liability therefor. The provisions of this Section 8 shall
survive termination of this Agreement.
It is acknowledged and agreed that the names “Trusco” and “Seix” and any
portions or derivatives thereof, as well as any logo that is now or shall later
become associated with such names (“Trusco Marks” and “Seix Marks”), are
valuable property of Trusco and that the use of the Trusco Marks by the Trust
or its agents is permitted only so long as this Agreement is in place.
The provisions of this Section 8 shall survive termination of this
Agreement.
9. Representation, Warranties and Agreements of Portfolio
Manager. Trusco represents and warrants that:
(a) It is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (“Investment Advisers Act”), it will
maintain such registration in full force and effect and will promptly
report to the Trust the commencement of any formal proceeding that could
render Trusco ineligible to serve as an investment adviser to a registered
investment company under Section 9 of the Investment Company Act.
(b) Trusco understands that the Trust is subject to various
regulations under the Investment Company Act which require that the Board
review and approve various procedures adopted by portfolio managers and may
also require disclosure regarding the Board’s consideration of these
matters in various documents required to be filed with the SEC. Trusco and
Portfolio Manager represent that they will, upon reasonable request of the
Trust, provide to the Trust information regarding all such matters
including, but not limited to, codes of ethics required by Rule 17j-1 under
the Investment Company Act and compliance procedures required by Rule
206(4)-7 under the Investment Advisers Act, as well as certifications that,
as contemplated under Rule 38a-1 under the Investment Company Act,
Portfolio Manager has implemented a compliance program that is reasonably
designed to prevent violations of the federal securities laws by the
Portfolio with respect to those services provided pursuant to this
Agreement. Portfolio Manager acknowledges that the Trust may, in response
to regulations or recommendations issued by the SEC or other regulatory
agencies, from time to time, request additional information regarding the
personal securities trading of its directors, partners, officers and
employees and the policies of Portfolio Manager with regard to such
trading. Portfolio Manager agrees that it make reasonable efforts to
respond to the Trust’s reasonable requests in this area.
(c) Upon request of the Trust, Trusco shall promptly supply the Trust
with any information concerning Trusco and its stockholders, employees and
affiliates that the Trust may reasonably require in connection with the
preparation of its registration statements, proxy materials, reports and
other documents required, under applicable state or Federal laws, to be
filed with state or Federal agencies and/or provided to shareholders of the
Trust.
10. Status of Portfolio Manager. The Trust and Portfolio
Manager acknowledge and agree that the relationship between Portfolio Manager
and the Trust is that of an independent contractor and under no circumstances
shall any employee of Portfolio Manager be deemed an employee of the Trust or
any other organization that the Trust may, from time to time, engage to provide
services to the Trust, its Portfolios or its shareholders. The parties also
acknowledge and agree that nothing in this Agreement shall be construed to
restrict the right of Portfolio Manager or its affiliates to perform investment
management or other services to any person or entity, including without
limitation, other investment companies and persons who may retain Portfolio
Manager to provide investment management services and the performance of such
services shall not be deemed to violate or give rise to any duty or obligations
to the Trust.
11. Counterparts and Notice. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original. Any
notice required to be given under this Agreement shall be deemed given when
received, in writing addressed and delivered, by certified mail, by hand or via
overnight delivery service as follows:
If to the Trust:
Xx. Xxxxxx X. Xxxxxxxxx, President
The Xxxxxx Xxxxxxxxx Trust
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
The Xxxxxx Xxxxxxxxx Trust
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
If to Seix:
Xx. Xxxxxxxxx Xxxx
Seix Advisors
00 Xxxxxxxxxxxx Xxxx, Xxxxx X-000
Xxxxx Xxxxxx Xxxxx, XX 00000
Seix Advisors
00 Xxxxxxxxxxxx Xxxx, Xxxxx X-000
Xxxxx Xxxxxx Xxxxx, XX 00000
12. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the law of the State of Delaware provided that nothing herein shall
be construed as inconsistent with the Investment Company Act or the Investment
Advisers Act.
The Trust acknowledges receipt of Part II of Trusco’s Form ADV, copies of which
have been provided to the Trust’s Board of Trustees.
Portfolio Manager is hereby expressly put on notice of the limitations of
shareholder and Trustee liability set forth in the Declaration of Trust of the
Trust and agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the assets of the Portfolio.
Portfolio Manager further agrees that it will not seek satisfaction of any such
obligations from the shareholders or any individual
shareholder of the Trust, or from the Trustees of the Trust or any individual
Trustee of the Trust.
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized as of the day and year first
written above.
| ATTEST: | Seix Advisors, a fixed income division of Trusco Capital Management, Inc. | |||||
| By: | /s/ Xxxxx Xxxxxxx | |||||
| Name: Xxxxx Xxxxxxx | ||||||
| Title: Compliance Officer | ||||||
| Date: 05/03/07 | ||||||
| ATTEST: | The Xxxxxx Xxxxxxxxx Trust (on behalf of The Fixed Income Opportunity Portfolio) | |||||
/s/ Xxxxxxx Xxxx
|
By: | /s/ Xxxxxx X. Xxxx | ||||
| Name: Xxxxxx X. Xxxx | ||||||
| Title: Vice President and Treasurer | ||||||
| Date: 05/02/07 | ||||||
Schedule A
(a) To compensate Portfolio Manager for its services under this Agreement, the
Portfolio shall pay to the Portfolio Manager a maximum annual fee of .50% of the
average daily net assets of the Account (“Maximum Fee”).
(b) Subject to the foregoing, the actual fee that the Portfolio Manager shall
be entitled to receive from the Portfolio shall be the calculated based on the
Combined Assets of the Account and the Other Xxxxxx Accounts, as such terms are
hereinafter defined, in accordance with the following schedule:
at an Annual Fee Rate of 0.50%
|
on the first $100 million of the Combined Assets; | |
at an Annual Fee Rate of 0.40%
|
on the balance of the Combined Assets |
(c) For purposes of this Agreement:
(i) “Combined Assets” shall mean the sum of (i) the net assets of the
Account; and (ii) the net assets of each other Xxxxxx Xxxxxxxxx account to
which Portfolio Manager provides similar services (“Other Xxxxxx Accounts”).
(ii) “Average Quarterly Net Assets” shall mean the average of the average
daily net asset values of the Account or the average of the net asset values of
the Combined Assets of the Other Xxxxxx Accounts, as the case may be, as of the
last business day of each of the three months in the calendar quarter. It is
understood that the average daily net asset value of the Account shall be
calculated in accordance with the policies of the Trust as set forth in the
Trust’s prospectus as it may be amended from time to time and that the net
asset value of the Other Xxxxxx Accounts shall be calculated by the applicable
custodian or valuation agent and that income accruals and receivables shall be
included in making such calculation.
(iii) The fee payable to Portfolio Manager by the Portfolio shall be paid
and billed in arrears based on the Average Quarterly Net Assets of the Combined
Assets during the preceding calendar quarter. The fee payable shall be
calculated by applying the annual rate, as set forth in the fee schedule above,
to the Average Quarterly Net Assets of the Combined Assets, and dividing by
four; and multiplying by a factor that is equal to the proportion that the
Quarterly Average Net Assets of the Account bears to the Combined Assets.
(iv) For a calendar quarter in which this Agreement becomes effective or
terminates, the portion of the Portfolio Manager’s fee due hereunder with
respect to the Account shall be prorated on the basis of the number of
days that the Agreement is in effect during the calendar quarter.
