MASTER INVESTMENT ADVISORY CONTRACT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
May 8, 1995
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
This will confirm the agreement between the undersigned (the "Trust")
and Freedom Capital Management Corporation (the "Adviser") as follows:
1. The Trust is an open-end investment company organized as a Massachusetts
business trust and consists of one or more separate investment portfolios (the
"Funds") as may be established and designated by the Trust's Board of Trustees
(the "Board of Trustees") from time to time. This Contract shall pertain to such
Funds as shall be designated in Supplements to this Contract as further agreed
between the Trust and the Adviser. A separate series of shares of beneficial
interest in the Trust is offered to investors with respect to each Fund. The
Trust engages in the business of investing and reinvesting the assets of each
Fund in the manner and in accordance with the investment objectives and
restrictions specified in the currently effective prospectus (the "Prospectus")
relating to the Trust and the Funds included in the company's Registration
Statement, as amended from time to time, filed by the Trust under the Investment
Company Act of 1940, as amended (the "1940 Act") and the Securities Act of 1933.
Copies of the documents referred to in the preceding sentence have been
furnished to the Adviser. Any amendments to those documents shall be furnished
to the Adviser promptly. Pursuant to Master Distribution Contracts and
Supplements thereto between the Trust and each of Xxxxxx Xxxxxxx Incorporated,
Sutro & Co., Inc. and Signature Broker-Dealer Services, Inc. (the
"Distributor"), the Trust has employed the Distributor to act as principal
underwriters for each Fund pursuant to a Master Administrative Services Contract
and supplements thereto between the Trust and Signature Broker-Dealer Services,
Inc. (the "Administrator"). The Trust has employed the Administrator to provide
to the Trust management and other services.
2. The Trust hereby appoints the Adviser to provide the investment advisory
services specified in this Contract and the Adviser hereby accepts such
appointment.
3. (a) The Adviser shall, at its expense, (i) employ or associate with itself
such persons as it believes appropriate to assist it in performing its
obligations under this Contract and (ii) provide all services, equipment and
facilities necessary to perform its obligations under this Contract.
(b) The Trust shall be responsible for all of its expenses and liabilities,
including compensation of its Trustees who are not affiliated with the
Distributors or any of their affiliates; taxes and governmental fees; interest
charges; fees and expenses of the Trust's independent accountants and legal
counsel; trade association membership dues; fees and expenses of any custodian
(including maintenance of books and accounts and calculation of the net asset
value of shares of the Funds), transfer agent, registrar and dividend disbursing
agent of the Trust; expenses of issuing, selling, redeeming, registering and
qualifying for sale shares of beneficial interest in the Trust; expenses of
preparing and printing share certificates, prospectuses and reports to
shareholders, notices, proxy statements and reports to regulatory agencies; the
cost of office supplies, including stationery; travel expenses of all officers,
Trustees and employees; insurance premiums; brokerage and other expenses of
executing portfolio transactions; expenses of shareholders' meetings;
organization expenses; and extraordinary expenses.
4. (a) The Adviser shall provide to the Trust investment guidance and policy
direction in connection with the management of the portfolio of each Fund,
including oral and written research, analysis, advice, statistical and economic
data and information and judgments of both a macroeconomic and microeconomic
character.
The Adviser will determine the securities to be purchased or sold by each Fund
and will place orders pursuant to its determinations either directly with the
issuer or with any broker or dealer who deals in such securities. The Adviser
will determine what portion of each Fund's portfolio shall be invested in
securities described by the policies of such Fund and what portion, if any,
should be invested otherwise or held uninvested.
The Trust will have the benefit of the investment analysis and research, the
review of current economic conditions and trends and the consideration of
long-range investment policy generally available to investment advisory
customers of the Adviser. It is understood that the Adviser will not use any
inside information pertinent to investment decisions undertaken in connection
with this Contract that may be in its possession or in the possession of any of
its affiliates nor will the Adviser seek to obtain any such information.
(b) The Adviser also shall provide to the Trust's officers administrative
assistance in connection with the operation of the Trust and each of the Funds,
which shall include (i) compliance with all reasonable requests of the Trust for
information, including information required in connection with the Trust's
filings with the Securities and Exchange Commission and state securities
commissions and (ii) such other services as the Adviser shall from time to time
determine, upon consultation with the Administrator, to be necessary or useful
to the administration of the Trust and each of the Funds.
(c) As manager of the assets of each Fund, the Adviser shall make investments
for the account of each Fund in accordance with the Adviser's best judgment and
within the investment objectives and restrictions set forth in the Prospectus,
the 1940 Act and the provisions of the Internal Revenue Code of 1986 relating to
regulated investment companies subject to policy decisions adopted by the Board
of Trustees.
(d) The Adviser shall furnish to the Board of Trustees periodic reports on the
investment performance of each Fund and on the performance of its obligations
under this Contract and shall supply such additional reports and information as
the Trust's officers or Board of Trustees shall reasonably request.
(e) On occasions when the Adviser deems the purchase or sale of a security to be
in the best interest of a Fund as well as other customers, the Adviser, to the
extent permitted by applicable law, may aggregate the securities to be so sold
or purchased in order to obtain the best execution or lower brokerage
commissions, if any. The Adviser may also on occasions purchase or sell a
particular security for one or more customers in different amounts. On either
occasion, and to the extent permitted by applicable law and regulations,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to that Fund and to such other customers.
5. The Adviser shall give the Trust the benefit of the Adviser's best judgment
and efforts in rendering services under this Contract. As an inducement to the
Adviser's undertaking to render these services, the Trust agrees that the
Adviser shall not be liable under this Contract for any mistake in judgment or
in any other event whatsoever PROVIDED that nothing in this Contract shall be
deemed to protect or purport to protect the Adviser against any liability to the
Trust or its shareholders to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Adviser's duties under this Contract or by reason of the Adviser's
reckless disregard of its obligations and duties hereunder.
6. In consideration of the services to be rendered by the Adviser under this
Contract, each Fund shall pay the Adviser a monthly fee on the first business
day of each month based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net asset
value per share) of the net assets of each Fund during the preceding month, at
annual rates set forth in a Supplement to this Contract with respect to each
Fund. If the fees payable to the Adviser pursuant to this paragraph 6 begin to
accrue before the end of any month or if this Contract terminates before the end
of any month, the fees for the period from that date to the end of that month or
from the beginning of that month to the date of termination, as the case may be,
shall be prorated according to the proportion which the period bears to the full
month in which the effectiveness or termination occurs. For purposes of
calculating the monthly fees, the value of the net assets of each Fund shall be
computed in the manner specified in the Prospectus for the computation of net
asset value. For purposes of this Contract, a "business day" is any day the New
York Stock Exchange is open for trading.
7. If the aggregate expenses of every character incurred by, or allocated to,
each Fund in any fiscal year, other than interest, taxes, expenses under the
Master Distribution Plan, brokerage commissions and other portfolio transaction
expenses, other expenditures which are capitalized in accordance with generally
accepted accounting principles and any extraordinary expense (including, without
limitation, litigation and indemnification expense), but including the fees
payable under this Contract and the fees payable to the Distributors under the
Master Distribution Plan ("includible expenses"), shall exceed the expense
limitations applicable to that Fund imposed by state securities law or
regulations thereunder, as these limitations may be raised or lowered from time
to time, the Adviser shall pay that Fund an amount equal to 50% of that excess.
With respect to portions of a fiscal year in which this Contract shall be in
effect, the foregoing limitations shall be prorated according to the proportion
which that portion of the fiscal year bears to the full fiscal year. At the end
of each month of the Trust's fiscal year, the Distributors will review the
includible expenses accrued during that fiscal year to the end of the period and
shall estimate the contemplated includible expenses for the balance of that
fiscal year. If, as a result of that review and estimation, it appears likely
that the includible expenses will exceed the limitations referred to in this
paragraph 7 for a fiscal year with respect to a Fund, the monthly fees relating
to that Fund payable to the Adviser under this Contract for such month shall be
reduced, subject to a later reimbursement to reflect actual expenses, by an
amount equal to 50% of a pro rata portion (prorated on the basis of the
remaining months of the fiscal year, including the month just ended) of the
amount by which the includible expenses for the fiscal year (less an amount
equal to the aggregate of actual reductions made pursuant to this provision with
respect to prior months of the fiscal year) are expected to exceed the
limitations provided in this paragraph 7. For purposes of the foregoing, the
value of the net assets of each Fund shall be computed in the manner specified
in paragraph 6, and any payments required to be made by the Adviser shall be
made once a year promptly after the end of the Trust's fiscal year.
8. (a) This Contract and any Supplement hereto shall become effective with
respect to a Fund on the date specified in such Supplement and shall thereafter
continue in effect with respect to that Fund for a period of more than two years
from such date only so long as the continuance is specifically approved at least
annually (i) by the vote of a majority of the outstanding voting securities of
the Fund (as defined in the 1940 Act) or by the Board of Trustees and (ii) by
the vote, cast in person at a meeting called for that purpose, of a majority of
the members of the Board of Trustees who are not parties to this Contract or
"interested persons" (as defined in the 1940 Act) of any such party.
(b) This Contract and any Supplement hereto may be terminated with respect to a
Fund at any time, without the payment of any penalty, by a vote of a majority of
the outstanding voting securities of that Fund (as defined in the 1940 Act) or
by a vote of a majority of the entire Board of Trustees on 60 days' written
notice to the Adviser or by the Adviser on 60 days' written notice to the Trust.
This Contract shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
9. Except to the extent necessary to perform the Adviser's obligations under
this Contract, nothing herein shall be deemed to limit or restrict the right of
the Adviser, or any affiliate of the Adviser, or any employee of the Adviser, to
engage in any other business or to devote time and attention to the management
or other aspects of any other business, whether of a similar or dissimilar
nature, or to render services of any kind to any other corporation, firm,
individual or association.
10. The investment management services of the Adviser to the Trust under this
Contract are not to be deemed exclusive as to the Adviser and the Adviser will
be free to render similar services to others.
11. This Contract shall be construed in accordance with the laws of the State of
Delaware provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act.
12. In the event that the Board of Trustees shall establish one or more
additional investment portfolios, it shall so notify the Adviser in writing. If
the Adviser wishes to render investment advisory services to such portfolio, it
shall so notify the Trust in writing, whereupon such portfolio shall become a
Fund hereunder.
13. The Master Trust Agreement establishing the Trust (the "Master Trust
Agreement") provides that the name "FundManager Trust" refers to the Trustees
under the Master Trust Agreement collectively as Trustees and not as individuals
or personally, and that no shareholder, Trustee, officer, employee or agent of
the Trust shall be subject to claims against or obligations of the Trust to any
extent whatsoever, but that the Trust estate only shall be liable.
If the foregoing correctly sets forth the agreement between the Trust and the
Adviser, please so indicate by signing and returning to the Trust the enclosed
copy hereof.
Very truly yours,
FUNDMANAGER TRUST
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT CORPORATION
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Managing Director
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
May 8, 1995
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
RE: AGGRESSIVE GROWTH FUND
This will confirm the agreement between the undersigned (the "Trust") and
Freedom Capital Management Corporation (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consists of such separate investment portfolios
as have been or may be established by the Trustees of the Trust from time to
time. A separate class of shares of beneficial interest of the Trust is offered
to investors with respect to each investment portfolio. Aggressive Growth Fund
(the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into a Master Investment Advisory
Contract ("Master Advisory Contract") pursuant to which the Trust has employed
the Adviser to provide investment advisory and other services specified in the
Master Advisory Contract and the Adviser has accepted such employment. Terms
used but not otherwise defined herein shall have the same meanings assigned to
them by the Master Advisory Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the Trust hereby
adopts the Master Advisory Contract with respect to the Fund and the Adviser
hereby acknowledges that the Master Advisory Contract shall pertain to the Fund,
the terms and conditions of the Master Advisory Contract being hereby
incorporated herein by reference.
4. The term "Fund" as used in the Master Advisory Contract shall, for purposes
of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Adviser a monthly fee on the first business day of each month based
upon the average daily value (as determined on each business day at the time set
forth in the Prospectus for determining net asset value per share) of the net
assets of the Fund during the preceding month at the following annual rates:
Portion of Average Daily
VALUE OF NET ASSETS OF THE FUND FEE RATE
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the "Contract")
shall become effective with respect to the Fund on May 8, 1995 and shall
thereafter continue in effect with respect to the Fund only so long as the
continuance is specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by the Board of Trustees and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the members of the Board of Trustees on
60 days' written notice to the Trust. This Contract shall terminate
automatically in the event of its assignment as defined in the 1940 Act.
If the foregoing correctly sets forth the agreement between the Trust and the
Adviser, please so indicate by signing and returning to the Trust the enclosed
copy hereof.
Very truly yours,
FUNDMANAGER TRUST
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT CORPORATION
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Managing Director
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
May 8, 1995
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
RE: GROWTH FUND
This will confirm the agreement between the undersigned (the "Trust")
and Freedom Capital Management Corporation (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consists of such separate investment portfolios
as have been or may be established by the Trustees of the Trust from time to
time. A separate class of shares of beneficial interest of the Trust is offered
to investors with respect to each investment portfolio. Growth Fund (the "Fund")
is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into a Master Investment Advisory
Contract ("Master Advisory Contract") pursuant to which the Trust has employed
the Adviser to provide investment advisory and other services specified in the
Master Advisory Contract and the Adviser has accepted such employment. Terms
used but not otherwise defined herein shall have the same meanings assigned to
them by the Master Advisory Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the Trust hereby
adopts the Master Advisory Contract with respect to the Fund and the Adviser
hereby acknowledges that the Master Advisory Contract shall pertain to the Fund,
the terms and conditions of the Master Advisory Contract being hereby
incorporated herein by reference.
4. The term "Fund" as used in the Master Advisory Contract shall, for purposes
of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Adviser a monthly fee on the first business day of each month based
upon the average daily value (as determined on each business day at the time set
forth in the Prospectus for determining net asset value per share) of the net
assets of the Fund during the preceding month at the following annual rates:
Portion of Average Daily
VALUE OF NET ASSETS OF THE FUND FEE RATE
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the "Contract")
shall become effective with respect to the Fund on May 8, 1995 and shall
thereafter continue in effect with respect to the Fund only so long as the
continuance is specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by the Board of Trustees and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the members of the Board of Trustees on
60 days' written notice to the Trust. This Contract shall terminate
automatically in the event of its assignment as defined in the 1940 Act.
If the foregoing correctly sets forth the agreement between the Trust and the
Adviser, please so indicate by signing and returning to the Trust the enclosed
copy hereof.
Very truly yours,
FUNDMANAGER TRUST
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT CORPORATION
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Managing Director
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
May 8, 1995
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
RE: GROWTH & INCOME FUND
This will confirm the agreement between the undersigned (the "Trust") and
Freedom Capital Management Corporation (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consists of such separate investment portfolios
as have been or may be established by the Trustees of the Trust from time to
time. A separate class of shares of beneficial interest of the Trust is offered
to investors with respect to each investment portfolio. Growth & Income Fund
(the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into a Master Investment Advisory
Contract ("Master Advisory Contract") pursuant to which the Trust has employed
the Adviser to provide investment advisory and other services specified in the
Master Advisory Contract and the Adviser has accepted such employment. Terms
used but not otherwise defined herein shall have the same meanings assigned to
them by the Master Advisory Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the Trust hereby
adopts the Master Advisory Contract with respect to the Fund and the Adviser
hereby acknowledges that the Master Advisory Contract shall pertain to the Fund,
the terms and conditions of the Master Advisory Contract being hereby
incorporated herein by reference.
4. The term "Fund" as used in the Master Advisory Contract shall, for purposes
of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Adviser a monthly fee on the first business day of each month based
upon the average daily value (as determined on each business day at the time set
forth in the Prospectus for determining net asset value per share) of the net
assets of the Fund during the preceding month at the following annual rates:
Portion of Average Daily
VALUE OF NET ASSETS OF THE FUND FEE RATE
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the "Contract")
shall become effective with respect to the Fund on May 8, 1995 and shall
thereafter continue in effect with respect to the Fund only so long as the
continuance is specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by the Board of Trustees and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the members of the Board of Trustees on
60 days' written notice to the Trust. This Contract shall terminate
automatically in the event of its assignment as defined in the 1940 Act.
If the foregoing correctly sets forth the agreement between the Trust and the
Adviser, please so indicate by signing and returning to the Trust the enclosed
copy hereof.
Very truly yours,
FUNDMANAGER TRUST
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT CORPORATION
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Managing Director
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
May 8, 1995
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
RE: INCOME FUND
This will confirm the agreement between the undersigned (the "Trust") and
Freedom Capital Management Corporation (the "Adviser") as
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consists of such separate investment portfolios
as have been or may be established by the Trustees of the Trust from time to
time. A separate class of shares of beneficial interest of the Trust is offered
to investors with respect to each investment portfolio. Income Fund (the "Fund")
is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into a Master Investment Advisory
Contract ("Master Advisory Contract") pursuant to which the Trust has employed
the Adviser to provide investment advisory and other services specified in the
Master Advisory Contract and the Adviser has accepted such employment. Terms
used but not otherwise defined herein shall have the same meanings assigned to
them by the Master Advisory Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the Trust hereby
adopts the Master Advisory Contract with respect to the Fund and the Adviser
hereby acknowledges that the Master Advisory Contract shall pertain to the Fund,
the terms and conditions of the Master Advisory Contract being hereby
incorporated herein by reference.
4. The term "Fund" as used in the Master Advisory Contract shall, for purposes
of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Adviser a monthly fee on the first business day of each month based
upon the average daily value (as determined on each business day at the time set
forth in the Prospectus for determining net asset value per share) of the net
assets of the Fund during the preceding month at the following annual rates:
Portion of Average Daily
VALUE OF NET ASSETS OF THE FUND FEE RATE
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the "Contract")
shall become effective with respect to the Fund on May 8, 1995 and shall
thereafter continue in effect with respect to the Fund only so long as the
continuance is specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by the Board of Trustees and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the members of the Board of Trustees on
60 days' written notice to the Trust. This Contract shall terminate
automatically in the event of its assignment as defined in the 1940 Act.
If the foregoing correctly sets forth the agreement between the Trust and the
Adviser, please so indicate by signing and returning to the Trust the enclosed
copy hereof.
Very truly yours,
FUNDMANAGER TRUST
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT CORPORATION
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Managing Director
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
May 8, 1995
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
RE: MANAGED TOTAL RETURN FUND
This will confirm the agreement between the undersigned (the "Trust") and
Freedom Capital Management Corporation (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as a
Massachusetts business trust and consists of such separate investment portfolios
as have been or may be established by the Trustees of the Trust from time to
time. A separate class of shares of beneficial interest of the Trust is offered
to investors with respect to each investment portfolio. Managed Total Return
Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into a Master Investment Advisory
Contract ("Master Advisory Contract") pursuant to which the Trust has employed
the Adviser to provide investment advisory and other services specified in the
Master Advisory Contract and the Adviser has accepted such employment. Terms
used but not otherwise defined herein shall have the same meanings assigned to
them by the Master Advisory Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the Trust hereby
adopts the Master Advisory Contract with respect to the Fund and the Adviser
hereby acknowledges that the Master Advisory Contract shall pertain to the Fund,
the terms and conditions of the Master Advisory Contract being hereby
incorporated herein by reference.
4. The term "Fund" as used in the Master Advisory Contract shall, for purposes
of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and subject to
further conditions as set forth therein, the Trust shall with respect to the
Fund pay the Adviser a monthly fee on the first business day of each month based
upon the average daily value (as determined on each business day at the time set
forth in the Prospectus for determining net asset value per share) of the net
assets of the Fund during the preceding month at the following annual rates:
Portion of Average Daily
VALUE OF NET ASSETS OF THE FUND FEE RATE
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the "Contract")
shall become effective with respect to the Fund on May 8, 1995 and shall
thereafter continue in effect with respect to the Fund only so long as the
continuance is specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by the Board of Trustees and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the members of the Board of Trustees on
60 days' written notice to the Trust. This Contract shall terminate
automatically in the event of its assignment as defined in the 1940 Act.
If the foregoing correctly sets forth the agreement between the Trust and the
Adviser, please so indicate by signing and returning to the Trust the enclosed
copy hereof.
Very truly yours,
FUNDMANAGER TRUST
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT CORPORATION
By /S/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Managing Director
