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Exhibit (d)(iv)
MANAGEMENT AGREEMENT
(Amended and Restated)
AGREEMENT made as of this 15th day of December, 1999, by and between
XXXXXXX XXXXX FUNDS, a Delaware business trust (the "Trust"), and XXXXXXX XXXXX
& COMPANY, L.L.C., an Illinois limited liability company (the "Manager").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, the common shares
("Shares") of which are registered or are to be registered under the Securities
Act of 1933; and
WHEREAS, the Trust is authorized to issue Shares in separate series with
each such series representing the interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Trust currently offers Shares in the portfolios listed on
Appendix A hereto, together with any other Trust portfolios which may be
established later and served by the Manager hereunder, being herein referred to
collectively as the "Portfolios" and individually referred to as a "Portfolio";
and
WHEREAS, the Trust desires to retain the Manager to render investment
advisory and management services to the Portfolios listed on Appendix A hereto,
and the Manager is willing to render such services;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows: 1.
Employment; Services. The Trust hereby employs the Manager to act as the adviser
for the Portfolios hereunder and to manage the investment and reinvestment of
the assets of such Portfolios in accordance with applicable investment
objectives, policies and restrictions, and to administer its affairs to the
extent requested by and subject to the supervision of the Board of
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Trustees of the Trust for the period and upon the terms herein set forth. The
investment of funds shall be subject to all applicable restrictions of the
Declaration of Trust and By-Laws of the Trust as may from time to time be in
force.
The Manager accepts such employment and agrees during such period to
render such services, to furnish office facilities and equipment and clerical,
bookkeeping and administrative services for the Trust, to permit any of its
principals or employees to serve without compensation as trustees or officers of
the Trust if elected to such positions, and to assume the obligations herein set
forth for the compensation herein provided. The Manager shall for all purposes
herein provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust. It
is understood and agreed that the Manager, by separate agreements with the
Trust, may also serve the Trust in other capacities.
2. Additional Portfolios. In the event that the Trust establishes one or
more portfolios in addition to the existing Portfolios with respect to which it
desires to engage the Manager to render investment advisory and management
services hereunder, it shall notify the Manager in writing. If the Manager is
willing to render such services and the Trust and the Manager agree upon the
management fee rates (including breakpoints) to be payable by such portfolio or
portfolios, the Manager shall notify the Trust in writing, whereupon such
portfolio or portfolios shall become a Portfolio or Portfolios hereunder.
3. Management Fee. For the services and facilities described in
Section 1, the Trust will pay to the Manager a management fee based upon an
annual percentage of the average daily net assets of each Portfolio, as
described in Appendix A hereto.
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The fee payable under this Agreement shall be calculated and accrued for
each business day by applying the appropriate annual rates to the net assets of
the Portfolio as of the close of the preceding business day, and dividing the
sum so computed by the number of business days in the fiscal year. The fee for a
given month shall be paid on the first business day of the following month. For
the month and year in which this Agreement becomes effective or terminates,
there shall be an appropriate proration on the basis of the number of days that
the Agreement is in effect during the month and year, respectively. The services
of the Manager to the Trust under this Agreement are not to be deemed exclusive,
and the Manager shall be free to render similar services or other services to
others so long as its services hereunder are not impaired thereby.
4. Expenses. In addition to the fee of the Manager, the Trust shall
assume and pay expenses for services rendered by a custodian for the safekeeping
of the Trust's securities or other property, for keeping its books for account,
for any other charges of the custodian, and for calculating the net asset value
of the Trust as provided in the prospectus of the Trust. The Manager shall not
be required to pay and the Trust shall assume and pay the charges and expenses
of its operations, including but not limited to compensation of the trustees
(other than those affiliated with the Manager), charges and expenses of
independent auditors, of legal counsel, of any transfer or dividend disbursement
agent, any registrar of the Trust, costs of acquiring and disposing of portfolio
securities, interest, if any, on obligations incurred by the Trust, costs of
share certificates and of reports, membership dues in the Investment Company
Institute or any similar organization, reports and notices to shareholders,
stationery, printing, postage, other like miscellaneous expenses and all taxes
and fees payable to federal, state or other government agencies on account of
the registration of securities issued by the Trust, filing of corporate
documents or otherwise. The Trust shall not pay or incur any obligation for any
expenses for which the Trust intends to seek reimbursement from the
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Manager as herein provided without first obtaining the written approval of the
Manager. The Manager shall arrange, if desired by the Trust, for principals or
employees of the Manager to serve, without compensation from the Trust, as
trustees, officers or agents of the Trust if duly elected or appointed to such
positions and subject to their individual consent and to any limitations imposed
by law.
If expenses borne by the Trust for the Growth Fund and Income Fund
(including the Manager's fee, but excluding interest, taxes, fees incurred in
acquiring and disposing of portfolio securities, distribution fees, shareholder
servicing fees and, to the extent permitted, extraordinary expenses) exceed 1.5%
of the first $30,000,000 of average daily net assets of such Portfolio and 1% of
average daily net assets of the Portfolio over $30,000,000, the Manager will
reduce its fee or reimburse the Portfolio for any excess. If expenses borne by
the Trust for the Ready Reserves Fund (including the Manager's fee, but
excluding interest, taxes, fees incurred in acquiring and disposing of portfolio
securities and, to the extent permitted, extraordinary expenses) exceed 1.5% of
the first $30,000,000 of average daily net assets of such Portfolio and 1% of
average daily net assets of the Portfolio over $30,000,000, the Manager will
reduce its fee or reimburse the Portfolio for any excess. If for any month the
expenses of a Portfolio properly chargeable to the income account shall exceed
1/12 of the percentage of average net assets allowable as expenses, the payment
to the Manager with respect to such Portfolio for that month shall be reduced so
that the total net expense will not exceed such percentage. As of the end of the
Trust's fiscal year, however, the foregoing computations and payments shall be
readjusted so that the aggregate compensation payable to the Manager for the
year is equal to the percentage set forth in Section 3 hereof of the average net
asset values as determined as described herein throughout the fiscal year,
diminished to the extent necessary so that the total of the aforementioned
expense items shall not exceed the expense limitation. The aggregate of
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repayments, if any, by the Manager to the Portfolio for the year shall be the
amount necessary to limit the said net expense to said percentage.
Notwithstanding anything in the foregoing to the contrary, the Manager shall not
be obligated to reimburse the Portfolio in an amount exceeding its advisory fee
for the period received from such Portfolio.
The net asset value for each Portfolio shall be calculated in accordance
with the provisions of the Trust's prospectus or at such other time or times as
the trustees may determine in accordance with the provisions of the Investment
Company Act of 1940. On each day when the net asset value is not calculated, the
net asset value of a share of a Portfolio shall be deemed to be the net asset
value of such a share as of the close of business on the last day on which such
calculation was made for the purpose of the foregoing computations.
5. Affiliations. Subject to applicable statutes and regulation, it is
understood that trustees, officers or agents of the Trust are or may be
interested in the Manager as principals, agents or otherwise, and that the
principals and agents of the Manager may be interested in the Trust otherwise
than as a trustee, officer or agent.
6. Limitation of Liability of Manager. The Manager shall not be liable
for any error of judgment or of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates, except loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Manager in the performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
7. Term; Termination; Amendment. This Agreement shall become effective
with respect to the existing Portfolios on the date hereof and shall remain in
full force until the dates set forth in Appendix B hereto with respect to each
Portfolio or unless sooner terminated as hereinafter provided. This Agreement
shall continue in force from year to year thereafter with respect to the
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existing Portfolios and each other Portfolio to which the Agreement shall have
become applicable, but only so long as such continuance is specifically approved
for each Portfolio at least annually in the manner required by the Investment
Company Act of 1940 and the rules and regulations thereunder; provided, however,
that if the continuation of this Agreement is not approved for a Portfolio, the
Manager may continue to serve in such capacity for such Portfolio in the manner
and to the extent permitted by the Investment Company Act of 1940 and the rules
and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Trust or by the Manager on sixty (60) days written notice to the other
party. The Trust may effect termination with respect to any Portfolio by action
of the Board of Trustees or by vote of a majority of the outstanding voting
securities of such Portfolio.
This Agreement may also be terminated with respect to any Portfolio at any
time, without the payment of any penalty, by the Board of Trustees or by vote of
a majority of the outstanding voting securities of such Portfolio, in the event
that it shall have been established by a court of competent jurisdiction that
the Manager or any officer or principal of the Manager has taken any action
which results in a breach of the covenants of the Manager set forth herein.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the Investment Company Act of
1940 and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the Manager to
receive payments on any unpaid balance of the compensation described in Section
3 earned prior to such termination.
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As to each Portfolio of the Trust, this Agreement may be amended only by
an instrument in writing signed by the party against which enforcement of the
amendment is sought. An amendment of this Agreement affecting a Portfolio
hereunder shall not be effective until approved by (i) vote of the holders of a
majority of the outstanding voting securities of the Portfolio; and (ii) a
majority of those Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act of 1940) of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
8. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
shall not be thereby affected.
9. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
10. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois.
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IN WITNESS WHEREOF, the Trust and the Manager have caused this Agreement
to be executed as of the day and year first above written.
XXXXXXX XXXXX FUNDS
By:
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ATTEST:
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XXXXXXX XXXXX & COMPANY, L.L.C.
By:
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ATTEST:
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APPENDIX A
Management Fees
Xxxxxxx Xxxxx Growth Fund:
.75% of average daily net assets
Xxxxxxx Xxxxx Tax-Managed Growth Fund:
.80% of average daily net assets
Xxxxxxx Xxxxx Large Cap Growth Fund:
.80% of average daily net assets
Xxxxxxx Xxxxx Small Cap Growth Fund:
1.10% of average daily net assets
Xxxxxxx Xxxxx International Growth Fund:
1.10% of the first $250 million of average daily net assets; plus 1.00%
of average daily net assets over $250 million
Xxxxxxx Xxxxx Emerging Markets Growth Fund:
1.40% of average daily net assets
Xxxxxxx Xxxxx Disciplined Large Cap Fund:
.80% of average daily net assets
Xxxxxxx Xxxxx Value Discovery Fund:
1.15% of average daily net assets
Xxxxxxx Xxxxx Income Fund:
.25% of the first $250 million of average daily net assets; plus
.20% of average daily net assets over $250 million; plus
5.00% of the gross income earned by the Portfolio
Xxxxxxx Xxxxx Ready Reserves Fund(1):
.275% of the first $250 million of average daily net assets; plus
.250% of the next $250 million of average daily net assets; plus
.225% of the next $2,000 million of average daily net assets; plus
.200% of the average daily net assets over $2,500 million
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(1)From the date of this Agreement until December 31, 1999, the Ready
Reserves Fund pays the Adviser as follows:
.625% of the first $250 million of average daily net assets; plus
.600% of the next $250 million of average daily net assets; plus
.575% of the next $2,000 million of average daily net assets; plus
.550% of the average daily net assets over $2,500 million
X-0
00
XXXXXXXX X
Date of End of Initial Term
For the Xxxxxxx Xxxxx Growth Fund, the Xxxxxxx Xxxxx International Growth Fund,
the Xxxxxxx Xxxxx Emerging Markets Growth Fund, the Xxxxxxx Xxxxx Value
Discovery Fund, the Xxxxxxx Xxxxx Income Fund and the Xxxxxxx Xxxxx Ready
Reserves Fund:
April 30, 2000
For the Xxxxxxx Xxxxx Tax-Managed Growth Fund, the Xxxxxxx Xxxxx Large Cap
Growth Fund, the Xxxxxxx Xxxxx Small Cap Growth Fund and the Xxxxxxx Xxxxx
Disciplined Large Cap Fund:
April 30, 2001
B-1
