SCHRODER SERIES TRUST
MANAGEMENT CONTRACT
This Management Contract (the "Contract") dated as of August 29, 2006 is
between SCHRODER SERIES TRUST, a Massachusetts business trust (the "Trust"), on
behalf of its Schroder International Diversified Value Fund series (the "Fund"),
and XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation
(the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. INVESTMENT ADVISORY SERVICES.
(a) The Manager, at its expense, will furnish continuously an investment
program for the Fund, will determine what investments shall be purchased, held,
sold, or exchanged by the Fund and what portion, if any, of the assets of the
Fund shall be held uninvested and shall, on behalf of the Fund, make changes in
the Fund's investments. In the performance of its duties, the Manager will
comply with the provisions of the Agreement and Declaration of Trust and the
Bylaws of the Trust and the Fund's stated investment objectives, policies, and
restrictions, and will use its best efforts to safeguard and promote the welfare
of the Trust and to comply with other policies which the Trustees may from time
to time determine and shall exercise the same care and diligence expected of the
Trustees.
(b) The Manager, at its expense, except as such expense is paid by the
Trust as provided in Section 1(d), will furnish all necessary investment and
related management facilities, including salaries of personnel, required for it
to execute its duties faithfully. The Manager will pay the compensation, if any,
of certain officers of the Trust carrying out the investment management and
related duties provided for by this Contract.
(c) The Manager shall place all orders for the purchase and sale of
portfolio investments for the Fund's account with brokers or dealers selected by
the Manager. In the selection of such brokers or dealers and the placing of such
orders, the Manager shall use its best efforts to obtain for the Fund the most
favorable price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for the Fund
the most favorable price and execution available, the Manager, bearing in mind
the Trust's best interests at all times, shall consider all factors it deems
relevant, including, by way of illustration, price, the size of the transaction,
the nature of the market for the
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security, the amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation, experience, and financial
stability of the broker or dealer involved, and the quality of service rendered
by the broker or dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine, the Manager shall not be deemed to have
acted unlawfully or to have breached any duty created by this Contract or
otherwise solely by reason of its having caused the Fund to pay a broker or
dealer that provides brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission that another broker or dealer would have charged for
effecting that transaction, if the Manager determines in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Manager's overall responsibilities
with respect to the Fund and to other clients of the Manager as to which the
Manager exercises investment discretion. The Trust hereby agrees with the
Manager that any entity or person associated with the Manager which is a member
of a national securities exchange is authorized to effect any transaction on
such exchange for the account of the Trust and the Fund which is permitted by
Section 11(a) of the Securities Exchange Act of 1934, as amended.
(d) The Manager shall not be obligated to pay any expenses of or for the
Trust or the Fund not expressly assumed by the Manager pursuant to this Section
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2. ADMINISTRATIVE SERVICES.
a) Subject to the direction and control of the Board, the Manager shall
provide, or oversee, as applicable, administrative services necessary
for the Trust's operations with respect to the Fund except those
services that are the responsibility of the Fund's custodian or
transfer agent, all in such manner and to such extent as may be
authorized by the Board.
b) With respect to the Fund and each Class thereof, as applicable, the
Manager shall:
(i) oversee
A. the preparation and maintenance by the Trust's
subadministrator, custodian, transfer agent,
shareholder recordkeeper, dividend disbursing agent and
fund accountant in such form, for such periods and in
such locations as may be required by applicable law, of
all documents and records relating to the operation of
the Trust required to be prepared or maintained by the
Trust or its agents pursuant to applicable law;
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B. the reconciliation of account information and balances
among the Manager and the Trust's custodian, transfer
agent, shareholder recordkeeper, dividend disbursing
agent and fund accountant;
C. the transmission of purchase and redemption orders for
Shares;
D. the notification of available funds for investment; and
E. the performance of fund accounting, including the
calculation of the net asset value of the shares;
(ii) oversee the performance of administrative and professional
services rendered to the Trust by others, including its
sub-administrator, custodian, transfer agent and dividend
disbursing agent as well as legal, auditing and shareholder
servicing and other services performed for the Fund or Class;
(iii) oversee the preparation and the printing of the periodic
updating of the Registration Statement and Prospectus, tax
returns, and reports to shareholders, the Securities and
Exchange Commission (the "SEC") and state securities
commissions;
(iv) oversee the preparation of proxy and information statements and
any other communications to shareholders;
(v) at the request of the Board, provide the Trust with adequate
general office space and facilities and provide persons
suitable to the Board to serve as officers of the Trust;
(vi) provide the Trust, at the Trust's request, with the services of
persons who are competent to perform such supervisory or
administrative functions as are necessary for effective
operation of the Trust;
(vii) oversee the preparation, filing and maintenance of the Trust's
governing documents, including the Trust Instrument and minutes
of meetings of Trustees and shareholders;
(viii) oversee with the cooperation of the Trust's counsel, the
Manager, and other relevant parties, preparation and
dissemination of materials for meetings of the Board;
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(ix) monitor sales of shares and ensure that such shares are
properly and duly registered with the SEC and applicable state
securities commissions;
(x) oversee the calculation of performance data for dissemination
to information services covering the investment company
industry, for sales literature of the Trust and other
appropriate purposes;
(xi) oversee the determination of the amount of, and supervise the
declaration of, dividends and other distributions to
shareholders as necessary to, among other things, maintain the
qualification of each Fund as a regulated investment company
under the Internal Revenue Code of 1986, as amended, and
prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other distributions
to shareholders; and
(xii) advise the Trust and its Board on matters concerning the Trust
and its affairs.
c) The Manager shall oversee the preparation and maintenance, or cause to
be prepared and maintained, records in such form for such periods and
in such locations as may be required by applicable regulations, all
documents and records relating to the services provided to the Trust
pursuant to this Agreement required to be maintained pursuant to the
1940 Act, rules and regulations of the SEC, the Internal Revenue
Service and any other national, state or local government entity with
jurisdiction over the Trust. The accounts and records pertaining to
the Trust which are in possession of the Manager, or an entity
subcontracted by the Manager, shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to
such accounts and records at all times during the Manager's, or its
subcontractor's, normal business hours. Upon the reasonable request of
the Trust, copies of any such accounts and records shall be provided
promptly by the Manager to the Trust or the Trust's authorized
representatives. In the event the Trust designates a successor to any
of the Manager's obligations under this Agreement, the Manager shall,
at the expense and direction of the Trust, transfer to such successor
all relevant books, records and other data established or maintained
by the Manager, or its subcontractor, under this Agreement.
d) The Trust shall promptly turn over to the Manager such of the accounts
and records maintained by or for it as are necessary for the Manager
to perform its functions under this Agreement. The Trust authorizes
the Manager to rely on such accounts and records turned over to it and
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hereby indemnifies and will hold the Manager, its successors and
assigns, harmless of and from any and all expenses, damages, claims,
suits, liabilities, actions, demands and losses whatsoever arising out
of or in connection with any error, omission, inaccuracy or other
deficiency of such accounts and records or in the failure of the Trust
to provide any portion of such or to provide any information needed by
the Manager to knowledgeably perform its functions.
e) In respect of the provision of administration services, and as an
inducement to the Manager's undertaking to render administration
services, the Trust hereby agrees to indemnify and hold harmless the
Manager, its employees, agents, officers and directors, from any and
all loss, liability and expense, including any legal expenses, arising
out of the Manager's performance under this Agreement, or status, or
any act or omission of the Manager, its employees, agents, officers
and directors; provided that this indemnification shall not apply to
the Manager's actions taken or failures to act in cases of the
Manager's own bad faith, willful misconduct or gross negligence in the
performance of its duties under this Agreement; and further provided,
that the Manager shall give the Trust notice and reasonable
opportunity to defend against any such loss, claim, damage, liability
or expense in the name of the Trust or the Manager, or both. The Trust
will be entitled to assume the defense of any suit brought to enforce
any such claim or demand, and to retain counsel of good standing
chosen by the Trust and approved by the Manager, which approval shall
not be withheld unreasonably. In the event the Trust does elect to
assume the defense of any such suit and retain counsel of good
standing approved by the Manager, the defendant or defendants in such
suit shall bear the fees and expenses of any additional counsel
retained by any of them; but in case the Trust does not elect to
assume the defense of any such suit, or in case the Manager does not
approve of counsel chosen by the Trust or the Manager has been advised
that it may have available defenses or claims which are not available
or conflict with those available to the Trust, the Trust will
reimburse the Manager, its employees, agents, officers and directors
for the fees and expenses of any one law firm retained as counsel by
the Manager or them. The Manager may, at any time, waive its right to
indemnification under this agreement and assume its own defense.
Nothing in this clause shall be interpreted to limit any right that
the Manager may have at law, in equity, or otherwise against the Trust
or the Fund, including without limitation any rights of indemnity or
contribution or similar rights. The provisions of Section 9 should not
in any way limit the foregoing.
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3. EXPENSES.
a) Subject to any agreement by the Manager or other person to reimburse
any expenses of the Trust that relate to the Fund, the Trust shall be
responsible for and assume the obligation for payment of all of its
expenses, including:
a. the fee payable under Section 5 hereof;
b. any fees payable to the Manager;
c. expenses of issue, repurchase and redemption of Shares;
d. interest charges, taxes and brokerage fees and commissions;
e. premiums of insurance for the Trust, its Trustees and
officers and fidelity bond premiums;
f. fees, interest charges and expenses of third parties,
including the Trust's custodian, transfer agent, dividend
disbursing agent and fund accountant;
g. fees of pricing, interest, dividend, credit and other
reporting services;
h. costs of membership in trade associations;
i. telecommunications expenses;
j. funds transmission expenses;
k. auditing, legal and compliance expenses;
l. costs of forming the Trust and maintaining its existence;
m. to the extent permitted by the 1940 Act, costs of preparing
and printing the Prospectuses, subscription application
forms and shareholder reports and delivering them to
existing shareholders;
n. expenses of meetings of shareholders and proxy solicitations
therefore;
o. costs of maintaining books of original entry for portfolio
and fund accounting and other required books and accounts,
of calculating the net asset value of shares of the Trust
and of preparing tax returns;
p. costs of reproduction, stationery and supplies;
q. fees and expenses of the Trust's Trustees;
r. compensation of the Trust's officers and employees who are
not employees of the Manager or their respective affiliated
persons and costs of other personnel (who may be employees
of the Manager or their respective affiliated persons)
performing services for the Trust;
s. costs of Trustee meetings;
t. SEC registration fees and related expenses;
u. state or foreign securities laws registration fees and
related expenses; and
v. all fees and expenses paid by the Trust in accordance with
any distribution plan adopted pursuant to Rule 12b-l under
the 1940 Act or under any shareholder service plan or
agreement.
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4. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers, and
employees of the Trust may be a shareholder, director, officer, or employee of,
or be otherwise interested in, the Manager, and in any person controlled by or
under common control with the Manager, and that the Manager and any person
controlled by or under common control with the Manager may have an interest in
the Trust. It is also understood that the Manager and any person controlled by
or under common control with the Manager have and may have advisory, management,
service, or other contracts with other organizations and persons, and may have
other interests and business.
5. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Trust will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to this Agreement, fees computed and paid quarterly at the
annual rate of 1.00% of the Fund's average net asset value.
Such average net asset value shall be determined by taking an average of
all of the determinations of such net asset value during such quarter at the
close of business on each business day during such quarter in which this
Contract is in effect. Such fees shall be payable for each fiscal quarter within
30 days after the close of such quarter and shall commence accruing as of the
date of the initial issuance of shares of the Fund to the public.
In the event that expenses of the Fund for any fiscal year should exceed
the expense limitation on investment company expenses imposed by any statute or
regulatory authority of any jurisdiction in which shares of the Fund are
qualified for offer or sale, the compensation due the Manager for such fiscal
year shall be reduced by the amount of such excess by a reduction or refund
thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be effective subject to such terms and conditions as the Manager may
prescribe in such notice, the compensation due the Manager shall be reduced,
and, if necessary, the Manager shall assume expenses of the Fund, to the extent
required by such expense limitation.
If the Manager shall serve for less than the whole of a quarter, the
foregoing compensation shall be prorated.
In the event that this Agreement is terminated, the Manager shall be
reimbursed for reasonable charges and disbursements associated with promptly
transferring to its successor as designated by the Trust the original or copies
of all accounts and records maintained by the Manager under this Agreement, and
cooperating with, and providing
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reasonable assistance to its successor in the establishment of the accounts and
records necessary to carry out the successor's or other person's
responsibilities.
Notwithstanding anything in this Agreement to the contrary, the Manager and
its affiliated persons may receive compensation or reimbursement from the Trust
with respect to (i) the provision of services on behalf of the Fund in
accordance with any distribution plan adopted by the Trust pursuant to Rule
12b-l under the 1940 Act, and(ii) the provision of shareholder support or other
services, including fund accounting services.
6. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
with respect to the Fund unless such amendment is approved at a meeting by the
affirmative vote of a majority of the outstanding shares of the Fund, and by the
vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Trust who are not interested
persons of the Trust or of the Manager.
7. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
(a) This Contract shall become effective with respect to the Fund
immediately upon its approval by the affirmative vote of a majority of the
outstanding shares of the Fund.
(b) This Contract shall remain in effect with respect to the Fund for a
period of two years from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to the Fund; provided that such continuance is
specifically approved at least annually (i) by the Trustees or (ii) by the
affirmative vote of a majority of the outstanding shares of the Fund, and, in
either case, by a majority of the Trustees who are not parties to this Contract
or interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if this Contract or the continuation of this
Contract is not approved as to the Fund, the Manager may continue to render to
the Fund the services described herein in the manner and to the extent permitted
by the Investment Company Act of 1940, as amended, and the rules and regulations
thereunder.
(c) This Contract may be terminated with respect to the Fund at any time
(i) by the Trustees or by the affirmative vote of a majority of the outstanding
shares of a Fund on 60 days' written notice to the Manager or (ii) by the
Manager on 60 days' written notice to the Trust. This Contract shall terminate
automatically upon its assignment, as provided in Section 6.
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Termination of this Contact pursuant to this Section 7 will be without the
payment of any penalty.
8. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of the Fund means the affirmative vote, at a duly called
and held meeting of such shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person", and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940, as amended, and the rules
and regulations thereunder; and the term "brokerage and research services" shall
have the meaning given in the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.
9. NON-LIABILITY OF MANAGER.
(a) In the absence of willful misfeasance, bad faith, or gross negligence
on the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust or to
any shareholder of the Trust for any act or omission in the course of, or
connected with, rendering services hereunder.
(b) The Manager may rely upon the advice of the Trust or of counsel, who
may be counsel for the Trust or counsel for the Manager, and upon statements of
accountants, brokers and other persons believed by it in good faith to be expert
in the matters upon which they are consulted, and the Manager shall not be
liable to anyone for any actions taken in good faith upon such statements.
(c) The Manager may act upon any oral instruction which it receives and
which it believes in good faith was transmitted by the person or persons
authorized by the Board of the Trust to give such oral instruction. The Manager
shall have no duty or obligation to make any inquiry or effort of certification
of such oral instruction.
(d) The Manager shall not be liable for any action taken in good faith
reliance upon any written instruction or certified copy of any resolution of the
Board of Trustees of
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the Trust, and the Manager may rely upon the genuineness of any such document or
copy thereof reasonably believed in good faith by the Manager to have been
validly executed.
(e) The Manager may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other paper
document believed by it to be genuine and to have been signed or presented by
the Trust or other proper party or parties.
10. NOTICE.
Any notice or other communication required to be given pursuant to this
Contract shall be in writing and sent by first-class mail or facsimile
transmission, and shall be effective upon receipt. Notices and communications
shall be given, if to the Trust, at:
Schroder Series Trust
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxxx X. Xxxxxxxx, Esq.
and if to the Manager, at:
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxxxx X. Xxxxx
11. MISCELLANEOUS.
(a) This Contract shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
(b) If any part, term or provision of this Contract is held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Contract
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) Section headings in this Contract are included for convenience only and
are not to be used to construe or interpret this Contract.
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(d) This Contract may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
12. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers, or shareholders
of the Trust but are binding only upon the assets and property of the Trust.
[Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, SCHRODER SERIES TRUST and XXXXXXXX INVESTMENT
MANAGEMENT NORTH AMERICA INC. have each caused this instrument to be signed as
of the date first set forth above.
SCHRODER SERIES TRUST
on behalf of Schroder International
Diversified Value Fund
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: President
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
[SST Int'l Diversified Value Management Agreement]
