MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT is made this day of , 1997, between
Countrywide Strategic Trust (the "Trust"), a business trust organized under the
laws of the State of Massachusetts, and Countrywide Investments, Inc. (the
"Manager"), a corporation organized under the laws of the State of Ohio.
WHEREAS, the Trust has been organized to operate as an investment
company registered under the Investment Company Act of 1940, as amended (the
"Act");
WHEREAS, the Trust's shares of beneficial interest are divided into
separate series and each such share of a series represents an undivided interest
in the assets, subject to the liabilities, located to that series, and each
series has separate investment objectives and policies; and
WHEREAS, the Growth/Value Fund (the "Fund"), a series of the Trust
has been created for the purpose of investing and reinvesting its assets in
securities pursuant to the investment objectives and policies as set forth in
its registration statements under the Act and the Securities Act of 1933
("Registration Statements"), as heretofore amended and supplemented; and the
Trust desires to avail itself of the services, information, advice, assistance
and facilities of a manager and to have a manager provide or perform for it
various management, statistical, portfolio adviser selection and other services
for the Fund; and
WHEREAS, the Manager is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended;
NOW, THEREFORE, the Trust and Manager agree as follows:
1. Employment of the Manager. The Trust hereby employs
the Manager to manage the investment and reinvestment of the assets of the Fund
in the manner set forth in subparagraph 2B of this Agreement, subject to the
direction of the Board of Trustees and the officers of the Trust, for the
period, in the manner, and on the terms hereinafter set forth. The Manager
hereby accepts such employment and agrees during such period to render the
services and to assume the obligations herein set forth. The Manager shall for
all purposes herein be deemed to be an independent contractor and shall, except
as expressly provided or authorized (whether herein or otherwise), have no
authority to act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund.
2. Obligation of and Services to be Provided by the
Manager. The Manager undertakes to provide the services
hereinafter set forth and to assume the following obligations:
A. Corporate Management and Administrative Services.
The Manager shall furnish to the Fund, or retain
another party or parties to furnish, the following
described services to the Fund: (i) office space, which
may be space within the offices of the Manager or in
such other place as may be agreed upon from time to
time, and (ii) office furnishings, facilities and
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equipment as may be reasonably required for managing and
administering the operations and conducting the business of
the Fund, including complying with the securities, tax and
other reporting requirements of the United States and the
various states in which the Fund does business, conducting
correspondence and other communications with the shareholders
of the Fund, and maintaining or supervising the maintenance of
all records in connection with the investment and business
activities of the Fund.
B. Investment Management Services.
(a) The Manager shall have overall supervisory
responsibility for the general management and
investment of the assets and portfolio securities of
the Fund subject to and in accordance with the
investment objectives and policies of the Fund, and
any directions which the Trust's Board of Trustees
may issue to the Manager from time to time.
(b) The Manager shall provide overall investment programs
and strategies for the Fund, shall revise such
programs as necessary and shall monitor and report
periodically to the Board of Trustees concerning the
implementation of the programs.
(c) The Manager, with the approval of the Board of
Trustees of the Trust as to particular
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appointments, intends to (i) appoint one or more
persons or companies (the "Adviser") and, subject to
the terms and conditions of this Agreement, the
Adviser shall have full investment discretion and
shall make all determinations with respect to the
investment of the Fund's assets and the purchase and
sale of portfolio securities with those assets, and
(ii) take such steps as may be necessary to implement
such appointments. The Manager shall be solely
responsible for paying the fees and expenses of the
Adviser for its services to the Fund. The Manager
shall not be responsible or liable for the investment
merits of any decision by the Adviser to purchase,
hold or sell a portfolio security for the Fund.
(d) The Manager shall evaluate advisers and shall
recommend to the Board of Trustees the Adviser
which the Manager believes is best suited to
invest the assets of the Fund; shall monitor and
evaluate the investment performance of the Fund's
Adviser; shall recommend changes in the Adviser
when appropriate; shall coordinate the investment
activities of the Adviser to ensure compliance
with applicable restrictions and limitations
applicable to the Fund; and shall compensate the
Adviser.
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(e) The Manager shall render regular reports to the
Trust, at regular meetings of the Board of Trustees,
of, among other things, the portfolio investments of
the Fund and measurement and analysis of the results
achieved by the Fund.
(f) The Manager shall employ or provide and compensate
the executive, administrative, secretarial and
clerical personnel necessary to provide the
services set forth in this subparagraph 2B, and
shall bear the expense thereof, except as may
otherwise be provided in Section 4 of this
Agreement. The Manager shall also compensate all
officers and employees of the Fund who are
officers or employees of the Manager.
(g) The Manager shall pay all advertising and promotion
expenses incurred in connection with the sale or
distribution of the Fund's shares to the extent such
expenses are not assumed by the Fund under its Plans
of Distribution.
C. Provision of Information Necessary for Preparation of
Securities Registration Statements, Amendments and
Other Materials.
The Manager will make available and provide financial,
accounting and statistical information required by the Fund in
the preparation of registration statements, reports and other
documents required by federal and state securities laws, and
such information as the Fund
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may reasonably request for use in the preparation of
registration statements, reports and other documents required
by federal and state securities laws.
D. Other Obligations and Services.
The Manager shall make available its officers and
employees to the Board of Trustees and officers of the
Trust for consultation and discussions regarding the
administration and management of the Fund and its
investment activities.
3. Execution and Allocation of Portfolio Brokerage Commissions. The
Adviser, subject to the limitations contained in this paragraph 3, shall place,
on behalf of the Fund, orders for the execution of portfolio transactions. The
Adviser is not authorized by the Fund to take any action, including the purchase
or sale of securities for the Fund's account, (a) in contravention of (i) any
investment restrictions set forth in the Act and the rules thereunder, (ii)
specific instructions adopted by the Board of Trustees and communicated to the
Adviser, (iii) the investment objectives, policies and restrictions of the Fund
as set forth in the Trust's Registration Statement, or (iv) instructions from
the Manager communicated to the Adviser, or (b) which would have the effect of
causing the Fund to fail to qualify or to cease to qualify as a regulated
investment company under the Internal Revenue Code of 1986, as amended, or any
succeeding statute.
Subject to the foregoing, the Adviser shall determine the
securities to be purchased or sold by the Fund and will place
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orders pursuant to its determination with or through such persons, brokers or
dealers in conformity with the policy with respect to brokerage as set forth in
the Trust's Registration Statement or as the Board of Trustees may direct from
time to time. It is recognized that, in providing the Fund with investment
supervision of the placing of orders for portfolio transactions, the Adviser
will give primary consideration to securing the best qualitative execution,
taking into account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research
services provided by the broker or dealer. Consistent with this policy, the
Adviser may select brokers or dealers who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) to other Funds and/or the other accounts over which it exercises
investment discretion. It is understood that neither the Fund, the Manager nor
the Adviser have adopted a formula for allocation of the Fund's investment
transaction business. It is also understood that it is desirable for the Fund
that the Adviser have access to supplemental investment and market research and
security and economic analyses provided by certain brokers who may execute
brokerage transactions at a higher commission to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the lowest
commission. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities for the Fund with such
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certain brokers, subject to review by the Trust's Board of Trustees from time to
time with respect to the extent and continuation of this practice, provided that
the Adviser determines in good faith that the amount of the commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in
terms of either a particular transaction or the Adviser's overall
responsibilities with respect to the Fund and to other accounts over which it
exercises investment discretion. It is understood that although the information
may be useful to the Trust and the Adviser, it is not possible to place a dollar
value on such information. Consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., and subject to seeking best
qualitative execution, the Adviser may give consideration to sales of shares of
the Fund as a factor in the selection of brokers and dealers to execute
portfolio transactions of the Fund.
On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients, the Adviser, to
the extent permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate the securities to be sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as expenses incurred in the transaction, will be made by the Adviser in the
manner it
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considers to be the most equitable and consistent with its fiduciary obligations
to the Trust with respect to the Fund and to such other clients.
The Adviser will not execute any portfolio transactions for the Fund's
account with a broker or dealer which is an "affiliated person" (as defined in
the Act) of the Trust, the Manager or the Adviser without the prior written
approval of the Manager. The Manager agrees that it will provide the Adviser
with a list of brokers and dealers which are "affiliated persons" of the Trust,
the Manager or the Adviser.
The Adviser shall render regular reports to the Trust of the total
brokerage business placed by the Fund and the manner in which the allocation has
been accomplished.
4. Expenses of the Fund. It is understood that the Fund will pay, or
that the Fund will enter into arrangements that require third parties to pay,
all its expenses other than those expressly assumed by the Manager herein, which
expenses payable by the Fund shall include:
A. Expenses of all audits by independent public
accountants;
B. Expenses of transfer agent, dividend disbursing agent,
accounting and pricing agent and shareholder
recordkeeping services;
C. Expenses of custodial services including recordkeeping
services provided by the custodian;
D. Expenses of obtaining security valuation quotations for
calculating the value of the Fund's net assets;
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E. Salaries and other compensation of any of its executive
officers and employees, if any, who are not officers,
directors, stockholders or employees of the Manager or
the Adviser;
F. Taxes or governmental fees levied against the Fund;
G. Brokerage fees and commissions in connection with the
purchase and sale of the Fund's portfolio securities;
H. Costs, including the interest expense, of borrowing
money;
I. Costs and/or fees incident to Board of Trustee and
shareholder meetings, the preparation and mailings of
prospectuses, reports and notices to the existing
shareholders of the Fund, the filing of reports with
regulatory bodies, the maintenance of the Trust's
existence as a business trust, membership in investment
company organizations, and the registration of shares
with federal and state securities authorities;
J. Legal fees, including the legal fees related to the
registration and continued qualification of the Fund's
shares for sale and legal fees arising from litigation
to which the Trust may be a party and indemnification
of the Trust's officers and trustees with respect
thereto;
K. Costs of printing share certificates (in the event such
certificates are issued) representing shares of the
Fund;
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L. Trustees' fees and expenses of Trustees who are not
directors, officers, employees or stockholders of the
Manager, the Adviser or any of their affiliates; and
M. The Fund's pro rata portion of the fidelity bond
required by Section 17(g) of the Act and other
insurance premiums.
5. Activities and Affiliates of the Manager.
A. The services of the Manager hereunder are not to be
deemed exclusive, and the Manager and any of its affiliates
shall be free to render similar services to others. The
Manager shall use the same skill and care in the management of
the Fund's assets as it uses in the administration of other
accounts to which it provides asset management, consulting and
portfolio manager selection services, but shall not be
obligated to give the Fund more favorable or preferential
treatment vis-a-vis its other clients.
B. Subject to and in accordance with the Declaration of
Trust and Bylaws of the Trust and to Section 10(a) of
the Act, it is understood that Trustees, officers and
agents of the Trust and shareholders of the Fund are or
may be interested in the Manager or its affiliates as
directors, officers, agents or stockholders of the
Manager or its affiliates; that directors, officers,
agents and stockholders of the Manager or its
affiliates are or may be interested in the Trust as
Trustees, officers, agents, shareholders or otherwise;
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that the Manager or its affiliates may be interested in the
Trust as shareholders or otherwise; and that the effect of any
such interests shall be governed by said Declaration of Trust,
Bylaws and the Act.
6. Compensation of the Manager. For all services to be rendered and
payments made as provided in this Agreement, the Fund will pay the Manager a
daily fee equal to the annual rate of 1% of the value of the daily net assets of
the Fund up to and including $50,000,000, 90/100 of 1% of the next $50 million
of such assets, 80/100 of 1% of the next $100 million of such assets, and 75/100
of 1% of such assets in excess of $200,000,000. Manager's fee shall be payable
monthly and shall be due with respect to any month as of the first business day
following the end of such month. Manager will, until at least ________________,
1999, waive its fee and reimburse expenses to the extent necessary to
limit total operating expenses to 1.66% of the Fund's average net assets.
The value of the daily net assets of the Fund shall be determined
pursuant to the applicable provisions of the Declaration of Trust and to
resolutions of the Board of Trustees of the Trust. If, pursuant to such
provisions, the determination of net asset value is suspended for any particular
business day, then for the purposes of this paragraph 6, the value of the net
assets of the Fund as last determined shall be deemed to be the value of its net
assets as of the close of business on that day, or as of such other time as the
value of the Fund's net assets may lawfully be determined on that day. If the
determination of
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the net asset value of the Fund's shares has been suspended for a period
including such month, the Manager's compensation payable for such month shall be
computed on the basis of the value of the net assets of the Fund as last
determined (whether during or prior to such month).
7. Liabilities of the Manager.
Manager (including its directors, officers, shareholders, employees,
control persons and affiliates of any thereof) shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the Manager in
the performance of its duties or from the reckless disregard by Manager of its
obligations and duties under this Agreement ("disabling conduct"). However,
Manager will not be indemnified for any liability unless (1) a final decision is
made on the merits by a court or other body before whom the proceeding was
brought that Manager was not liable by reason of disabling conduct, or (2) in
the absence of such a decision, a reasonable determination is made, based upon a
review of the facts, that the Manager was not liable by reason of disabling
conduct, by (a) the vote of a majority of a quorum of trustees who are neither
"interested persons" of the Trust as defined in the Investment Company Act of
1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b)
an independent legal counsel in a written opinion. The Fund will advance
attorneys' fees or other expenses incurred by the Manager in
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defending a proceeding, upon the undertaking by or on behalf of the Manager to
repay the advance unless it is ultimately determined that the Manager is
entitled to indemnification, so long as the Manager meets at least one of the
following as a condition to the advance: (1) the Manager shall provide a
security for its undertaking, (2) the Fund shall be insured against losses
arising by reason of any lawful advances, or (3) a majority of a quorum of the
disinterested, non-party trustees of the Trust, or an independent legal counsel
in a written opinion, shall determine, based on a review of readily available
facts (as opposed to a full trial-type inquiry), that there is reason to believe
that the Manager ultimately will be found entitled to indemnification. Any
person employed by the Manager who may also be or become an employee of the
Trust shall be deemed, when acting within the scope of his employment by the
Trust, to be acting in such employment solely for the Trust and not as the
Manager's employee or agent.
8. Renewal and Termination.
A. This Agreement shall become effective upon its
execution, shall remain in force for a period of two
(2) years from that date and remain in force from year
to year thereafter, but only so long as such
continuance is specifically approved at least annually
by the vote of a majority of the Trustees who are not
interested persons of the Trust, the Manager or the
Adviser, cast in person at a meeting called for the
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purpose of voting on such approval and by a vote of the Board
of Trustees or of a majority of the outstanding voting
securities. The aforesaid provision that this Agreement may be
continued "annually" shall be construed in a manner consistent
with the Act and the rules and regulations thereunder.
B. This Agreement:
(a) may at any time be terminated without the payment of
any penalty either by vote of the Board of Trustees
of the Trust or by vote of a majority of the
outstanding voting securities of the Fund, on sixty
(60) days' written notice to the Manager;
(b) shall immediately terminate in the event of its
assignment; and
(c) may be terminated by the Manager on sixty (60)
days' written notice to the Trust.
C. As used in this Section 8, the terms "assignment," "interested
person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the Act and
the rules and regulations thereunder.
D. Any notice under this Agreement shall be given in
writing addressed and delivered or mailed postpaid, to
the other party to this Agreement at its principal
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place of business.
9. Severability. 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.
10. Limitation of Liability. It is expressly agreed that the
obligations of the Fund hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Trust, personally,
but bind only the trust property of the Fund, as provided in the Declaration of
Trust of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and the shareholders of the Fund and
signed by the officers of the Trust, acting as such, and neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officers 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 Fund as provided in the Trust's Declaration of Trust.
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, and no amendment of this
Agreement shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of the Fund and by the Board of Trustees,
including a majority of the Trustees who are not interested persons of the
Manager or of the Trust, cast in person at a meeting called for the purpose of
voting on such approval.
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12. Governing Law. To the extent that state law has not
been preempted by the provisions of any law of the United States
heretofore or hereafter enacted, as the same may be amended from
time to time, this Agreement shall be administered, construed and
enforced according to the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
COUNTRYWIDE STRATEGIC TRUST
ATTEST: By:
Title: President
COUNTRYWIDE INVESTMENTS, INC.
ATTEST: By:
Title: President
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