EXHIBIT A
MANAGEMENT AGREEMENT
TO: Xxxxxxx Investment Counsel, Inc.
0000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
Dear Sir:
Xxxxxxx Mutual Funds Trust (hereinafter referred to as the "Trust")
herewith confirms our agreement with you.
The Trust has been organized to engage in the business of an investment
company.
The Trust currently offers several series of shares to investors, three of
which are the JIC
Institutional Bond Fund I, the JIC Institutional Bond Fund II, and the JIC
Institutional Bond
Fund III, (the Funds).
You have been selected to act as the sole investment adviser to the
Funds and to
provide certain other services to the Funds, as more fully set forth below,
and you are
willing to act as such investment adviser and to perform such services
under the terms
and conditions hereinafter set forth. Accordingly, the Trust agrees with
you, as follows,
upon the date of the execution of this Agreement.
1. ADVISORY SERVICES
You will regularly provide the Funds with such investment advice as you,
in your
discretion, deem advisable, and will furnish a continuous investment
program for each of
the Funds consistent with the respective series' investment objectives and
policies. You
will determine the securities to be purchased for each of the Funds, the
portfolio
securities to be held or sold by each of the Funds, and the portion of the
Funds? assets to
be held uninvested, subject always to the series? investment objectives,
policies, and
restrictions, as each of the same shall be from time to time in effect, and
subject further
to such policies and instructions as the Board may from time to time
establish. You will
advise and assist the officers of the Trust in taking such steps as are
necessary or
appropriate to carry out the decisions of the Board and the appropriate
committees of the
Board regarding the conduct of the business of the Funds.
2. ALLOCATION OF CHARGES AND EXPENSES
You will pay all organizational and operating expenses of the Funds,
including the
compensation and expenses of any trustees, officers, and employees of
the Trust and of
any other persons rendering any services to the Funds; clerical and
shareholder service
staff salaries; office space and other office expenses; fees and expenses
incurred by the
Funds in connection with membership in investment company
organizations; legal,
auditing and account expenses; non-organizational expenses of
registering shares under
federal and state securities laws; insurance expenses; fees and expenses
of the
custodian, transfer agent, dividend disbursing agent, shareholder service
agent, plan
agent, administrator, accounting and pricing services agent and
underwriter of the Funds;
expenses, including clerical expenses, of issue, sale, redemption or
repurchase of
shares of the Funds; the cost of preparing and distributing reports and
notices to
shareholders, the cost of printing or preparing prospectuses and
statements of additional
information for delivery to the Funds current and prospective
shareholders; the cost of
printing or preparing stock certificates or any other documents, statements
or reports to
shareholders; expenses of shareholders' meetings and proxy solicitations;
advertising,
promotion and other expenses incurred directly or indirectly in connection
with the sale or
distribution of the Funds? shares (excluding expenses which each Fund is
authorized to
pay pursuant to Rule 12b-1 under the Investment Company Act of 1940,
as amended
(the ?1940 Act?); and all other organizational and operating expenses not
specifically
assumed by the Funds.
The Funds will pay all brokerage fees and commissions, taxes, borrowing
costs (such as
(a) interest (b) dividend expenses on securities sold short), and their share
of such
extraordinary or non-recurring expenses as may arise, including litigation
to which the
Trust may be a party and indemnification of the Trust's trustees and
officers with respect
thereto. Each Fund will also pay expenses which it is authorized to pay
pursuant to Rule
12b-1 under the 1940 Act. You may obtain reimbursement from the
Funds, at such time
or times as you may determine in your sole discretion, for any of the
expenses advanced
by you, which the Funds is obligated to pay, and such reimbursement
shall not be
considered to be part of your compensation pursuant to this Agreement.
3. COMPENSATION OF THE ADVISER
For all of the services to be rendered and payments to be made as
provided in this
Agreement, as of the last day of each month, the JIC Institutional Bond
Fund I will pay
you a fee at the annual rate of 0.30% of the average value of its daily net
assets, the JIC
Institutional Bond Fund II will pay you a fee at the annual rate of 0.30% of
the average
value of its daily net assets, and the JIC Institutional Bond Fund III will pay
you a fee at
the annual rate of 0.30% of the average value of its daily net assets.
The average value of the daily net assets of each of the Funds shall be
determined
pursuant to the applicable provisions of the Declaration of Trust of the
Trust or a
resolution of the Board, if required. If, pursuant to such provisions, the
determination of
net asset value of a Fund is suspended for any particular business day,
then for the
purposes of this paragraph, the value of the net assets of the Fund as last
determined
shall be deemed to be the value of the net assets may lawfully be
determined, on that
day. If the determination of the net asset value of a Fund has been
suspended for a
period including such month, your compensation payable at the end of
such month shall
be computed on the basis of the value of the net assets of the series as
last determined
(whether during or prior to such month).
4. EXECUTION OF PURCHASE AND SALE ORDERS
In connection with purchases or sales of portfolio securities for the
account of the Funds,
it is understood that you will arrange for the placing of all orders for the
purchase and
sale of portfolio securities for the account with brokers or dealers selected
by you,
subject to review of this selection by the Board from time to time. You will
be responsible
for the negotiation and the allocation of principal business and portfolio
brokerage. In the
selection of such brokers or dealers and the placing of such orders, you
are directed at
all times to seek for the series 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.
You should generally seek favorable prices and commission rates that are
reasonable in
relation to the benefits received. In seeking best qualitative execution,
you are
authorized to 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) the Trust and/or the other accounts over which you exercise
investment discretion.
You are authorized to pay a broker or dealer who provides such
brokerage and research
services a commission for executing a portfolio transaction for the Funds
which is in
excess of the amount of commission another broker or dealer would have
charged for
effecting that transaction if you determine 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 your overall responsibilities with
respect to the Trust
and to accounts over which you exercise investment discretion. The Trust
and you
understand and acknowledge that, although the information may be useful
to the Funds
and you, it is not possible to place a dollar value on such information. The
Board shall
periodically review the commissions paid by the Funds to determine if the
commissions
paid over representative periods of time were reasonable in relation to the
benefits to the
Funds.
Consistent with the Rules of Fair Practice of the National Association of
Securities
Dealers, Inc. and subjective to seeking best qualitative execution as
described above,
you may give consideration to sales of shares of the Trust as a factor in
the selection of
brokers and dealers to execute the Trust portfolio transactions.
Subject to the provisions of the 1940 Act and other applicable law, you or
any of your
affiliates may retain compensation in connection with effecting the Funds?
portfolio
transactions, including transactions effected through others. If any
occasion should arise
in which you give any advice to clients of yours concerning the shares of
the Funds, you
will act solely as investment counsel for such client and not in any way on
behalf of the
Funds. Your services to the Funds pursuant to this Agreement are not to
be deemed to
be exclusive and it is understood that you may render investment advice,
management
and other services to others, including other registered investment
companies.
5. LIMITATION OF LIABILITY OF ADVISER
You may rely on information reasonably believed by you to be accurate
and reliable.
Except as may otherwise be required by the 1940 Act or the rules
thereunder, neither
you nor your shareholders, officers, directors, employees, agents, control
persons, or
affiliates of any thereof shall be subject to any liability for, or any
damages, expenses or
losses incurred by the Trust in connection with, any error of judgment,
mistake of law,
any act or omission connected with or arising out of any services rendered
under or
payments made pursuant to this Agreement or any other matter to which
this agreement
relates, except by reason of willful misfeasance, bad faith, or gross
negligence on the
part of any such persons in the performance of your duties under this
Agreement or by
reason of reckless disregard by any of such persons of your obligations
and duties under
this Agreement.
Any person, even though also a director, officer, employee, shareholder or
agent of you,
who may be or become an officer, director, trustee, employee or agent of
the Trust, shall
be deemed, when rendering services to the Trust or acting on any
business of the Trust
(other than services or business in connection with your duties
hereunder), to be
rendering such services to or acting solely for the Trust and not as a
director, officer,
employee, shareholder or agent of you, or one under your control or
direction, even
though paid by you.
6. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall take effect on the date of its execution and shall
remain in force for
a period of two (2) years from the date of its execution and from year to
year thereafter,
subject to annual approval by (i) the Board or (ii) a vote of a majority (as
defined in the
1940 Act) of the outstanding voting securities of the Funds, provided that
in either event,
continuance is also approved by a majority of the trustees who are not
"interested
persons" as defined in the 1940 Act of you or the Trust, by vote cast in
person at a
meeting called for the purpose of voting such approval.
If the shareholders of the Funds fail to approve the Agreement in the
manner set forth
above, upon request of the Board, you will continue to serve or act in such
capacity for
the Funds for the period of time pending required approval of the
Agreement, of a new
agreement with you or a different adviser or other definitive action;
provided that the
compensation to be paid by the Funds to you for your services to and
payments or the
amount you would have received under this Agreement for furnishing such
services and
payments.
This Agreement may, on sixty (60) days written notice, be terminated with
respect to the
Funds at any time without the payment of any penalty by the Board, by a
vote of a
majority of the outstanding voting securities of the Funds or by you. This
Agreement
shall automatically terminate in the event of its assignment.
7. USE OF NAME
The Trust and you acknowledge that all rights to the name "Xxxxxxx"
belong to you and
that the Fund is being granted a limited license to use such words in the
name of the
Fund. In the event you cease to be the adviser to the Funds, the Funds?
right to the use
of the name "Xxxxxxx" shall automatically cease on the thirtieth day
following the this
Agreement. You may also withdraw the right to the name during the term
of this
Agreement upon thirty (30) days written notice by you to the Funds.
Nothing contained
herein shall impair or diminish in any respect your right to use the name
"Xxxxxxx" in the
name of or in connection with any other business enterprises with which
you are or may
become associated. There is no charge to the Funds for the right to use
this name.
8. 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: a) by the
Board, including a majority of the Trustees who are not interested persons
of you or of
the Trust, cast in person at a meeting called for the purpose of voting on
such approval;
and b) if and only if required by the 1940 Act, by vote of the holders of a
majority of the
outstanding voting securities of the Funds to which the amendment
relates.
9. LIMITATION OF LIABILITY TO TRUST PROPERTY
The term "Xxxxxxx Mutual Funds Trust" means and refers to the Trustees
from time to
time serving under the Trust's Declaration of Trust as the same may
subsequently
thereto have been, or subsequently hereto be, amended. It is expressly
agreed that the
obligations of the Trust 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 Trust, as provided in the Declaration of Trust
of the Trust.
The execution and delivery of this Agreement have been authorized by
the trustees and
shareholders of the Funds and signed by 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
Trust as provided in its Declaration of Trust. A copy of the Agreement of
Declaration of
Trust of the Trust is on file with the Secretary of the State of Ohio.
10. SEVERABILITY
In the event any provision of this Agreement is determined to be void or
unenforceable,
such determination shall not affect the remainder of this Agreement, which
shall continue
to be in force.
11. QUESTIONS OF INTERPRETATION
This Agreement shall be governed by the laws of the State of Ohio. Any
question of
interpretation of any term or provision of this Agreement having a
counterpart in or otherwise
derived from a term or provision of the 1940 Act, shall be resolved by
reference to such term
or provision of the 1940 Act and to interpretation thereof, if any, by the
United States courts
or in the absence of any controlling decision of any such court, by the
Securities and
Exchange Commission or its staff. In addition, where the effect of a
requirement of the 1940
Act, reflected in any provision of this Agreement, is revised by rule,
regulation, order or
interpretation of the Securities and Exchange Commission or its staff,
such provision shall be
deemed to incorporate the effect of such rule, regulation, order or
interpretation.
12. NOTICES
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed
postage paid to the other party at such address as such other party may
designate for
the receipt of such notice. Until further notice to the other party, it is
agreed that the
address of the Trust and your address for this purpose shall be 0000 Xxxx
Xxxx Xxxx,
Xxxxxxxxxx, Xxxx 00000.
13. COUNTERPARTS
This Agreement may be in one or more counterparts, each of which shall
be deemed an
original, but all of which together shall constitute one and the same
instrument.
14. BINDING EFFECT
Each of the undersigned expressly warrants and represents that he has
the full power
and authority to sign this Agreement on behalf of the party indicated, and
that his
signature will operate to bind the party indicated to the foregoing terms.
15. CAPTIONS
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 you are in agreement with the foregoing, please sign the form of
acceptance on the
accompanying counterpart of this letter and return such counterpart to the
trust,
whereupon this letter shall become a binding contract upon the date
thereof.
Yours very truly,
XXXXXXX MUTUAL FUNDS TRUST
By:
Xxxxxxx X. Xxxxxxx, President
ATTEST:
By:
Dated:
MANAGEMENT AGREEMENT
ACCEPTANCE
The foregoing Management Agreement is hereby accepted.
XXXXXXX INVESTMENT COUNSEL, INC.
By:
Xxxxxxx X. Xxxxxxx, President
ATTEST:
By:
Dated:
