Exhibit D(12)
XXXXXXX XXXXX TRUST
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
April 30, 1997
Xxxxxxx Sachs Asset Management Xxxxxxx Xxxxx Asset Management International
Xxxxxxx Sachs Funds Management L.P. 000 Xxxxxxxxxxxx XX
One Xxx Xxxx Xxxxx, Xxxxxx, Xxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MANAGEMENT AGREEMENT
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Dear Sirs:
Xxxxxxx Xxxxx Trust (the "Registrant") is organized as a business trust under
the laws of the State of Delaware to engage in the business of an investment
company. The shares of the Registrant ("Shares") may be divided into multiple
series ("Series"), including the Series listed on Annex A (including any Series
added to Annex A in the future, each a "Fund"). Each Series will represent the
interests in a separate portfolio of securities and other assets. Each Series
may be terminated, and additional Series established, from time to time by
action of the Trustees. The Registrant on behalf of each Fund has selected you
to act as the investment adviser and administrator of the Funds and to provide
certain services, as more fully set forth below, and you are willing to act as
such investment adviser and administrator and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the Registrant agrees
with you as follows:
1. Name of Registrant. The Registrant may use any name including or
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derived from the name "Xxxxxxx Sachs" in connection with a Fund only for so long
as this Agreement or any extension, renewal or amendment hereof remains in
effect, including any similar agreement with any organization which shall have
succeeded to your business as investment adviser or administrator. Upon the
termination of this Agreement, the Registrant (to the extent that it lawfully
can) will cause the Funds to cease to use such a name or any other name
indicating that it is advised by or otherwise connected with you or any
organization which shall have so succeeded to your business.
2. Sub-Advisers. You may engage one or more investment advisers which
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are either registered as such or specifically exempt from registration under the
Investment Advisers Act of 1940, as amended, to act as sub-advisers to provide
with respect to the Fund certain services set forth in Paragraphs 3 and 6
hereof, all as shall be set forth in a written contract to which the Registrant,
on behalf of the Fund, and you shall be parties, which contract shall be subject
to approval by the vote of a majority of the Trustees who are not interested
persons of you, the sub-adviser, or of the Registrant, cast in person at a
meeting called for the purpose of voting on such approval and by the vote of a
majority of the outstanding voting securities of the Fund and otherwise
consistent with the terms of the Investment Company Act of 1940 Act, as amended
(the "1940 Act").
3. Management Services.
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(a) You will regularly provide each Fund with investment
research, advice and supervision and will furnish continuously an
investment program for each Fund consistent with the investment objectives
and policies of the Fund. You will determine from time to time what
securities shall be purchased for a Fund, what securities shall be held or
sold by a Fund, and what portion of a Fund's assets shall be held
uninvested as cash, subject always to the provisions of the Registrant's
Declaration of Trust and By-Laws and of the 1940 Act, and to the
investment objectives, policies and restrictions of the Fund, as each of
the same shall be from time to time in effect, and subject, further, to
such policies and instructions as the Trustees of the Registrant may from
time to time establish.
(b) Subject to the general supervision of the Trustees of the
Registrant, you will provide certain administrative services to each Fund.
You will, to the extent such services are not required to be performed by
others pursuant to the custodian agreement (or the transfer agency
agreement to the extent that a person other than you is serving thereunder
as the Registrant's transfer agent), (i) provide supervision of all aspects
of each Fund's operations not referred to in paragraph (a) above; (ii)
provide each Fund with personnel to perform such executive, administrative
and clerical services as are reasonably necessary to provide effective
administration of the Fund; (iii) arrange for, at the Registrant's expense,
(a) the preparation for each Fund of all required tax returns, (b) the
preparation and submission of reports to existing shareholders and (c) the
periodic updating of the Fund's prospectuses and statements of additional
information and the preparation of reports filed with the Securities and
Exchange Commission and other regulatory authorities; (iv) maintain all of
the Funds' records and (v) provide the Funds with adequate office space and
all necessary office equipment and services including telephone service,
heat, utilities, stationery supplies and similar items.
(c) You will also provide to the Registrant's Trustees such
periodic and special reports as the Trustees may reasonably request. You
shall for all purposes herein be deemed to be an independent contractor and
shall, except as otherwise expressly provided or authorized, have no
authority to act for or represent the Registrant or the Funds in any way or
otherwise be deemed an agent of the Registrant or the Funds.
(d) You will maintain all books and records with respect to the
Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9)
and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than
those records being maintained by the Fund's custodian or transfer agent)
and preserve such records for the periods prescribed therefor by Rule 31a-2
of the 1940 Act. You will also provide to the Registrant's Trustees such
periodic and special reports as the Board may reasonably request.
(e) You will notify the Registrant of any change in your
membership within a reasonable time after such change.
(f) Your services hereunder are not deemed exclusive and you
shall be free to render similar services to others.
4. Allocation of Charges and Expenses. You will pay all costs incurred by you
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in connection with the performance of your duties under paragraph 3. You will
pay the compensation and expenses of all personnel of yours and will make
available, without expense to the Funds, the services of such of your partners,
officers and employees as may duly be elected officers or Trustees of the
Registrant, subject to their individual consent to serve and to any limitations
imposed by law. You will not be required to pay any expenses of any Fund other
than those specifically allocated to you in this paragraph 4. In particular,
but without limiting the generality of the foregoing, you will not be required
to pay: (i) organization expenses of the Funds; (ii) fees and expenses incurred
by the Funds in connection with membership in investment company organizations;
(iii) brokers' commissions; (iv) payment for portfolio pricing services to a
pricing agent, if any; (v) legal, auditing or accounting expenses (including an
allocable portion of the cost of your employees rendering legal and accounting
services to the Fund); (vi) taxes or governmental fees; (vii) the fees and
expenses of the transfer agent of the Registrant; (viii) the cost of preparing
stock certificates or any other expenses, including clerical expenses of issue,
redemption or repurchase of Shares of the Fund; (ix) the expenses of and fees
for registering or qualifying Shares for sale and of maintaining the
registration of the Funds and registering the Registrant as a broker or a
dealer; (x) the fees and expenses of Trustees of the Registrant who are not
affiliated with you; (xi) the cost of preparing and distributing reports and
notices to shareholders, the Securities and Exchange Commission and other
regulatory authorities; (xii) the fees or disbursements of custodians of each
Fund's assets, including
expenses incurred in the performance of any obligations enumerated by the
Declaration of Trust or By-Laws of the Registrant insofar as they govern
agreements with any such custodian; or (xiii) litigation and indemnification
expenses and other extraordinary expenses not incurred in the ordinary course of
the Fund's business. You shall not be required to pay expenses of activities
which are primarily intended to result in sales of Shares of the Funds.
5. Compensation of the Manager.
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(a) For all services to be rendered and payments made as
provided in paragraphs 3 and 4 hereof, the Registrant on behalf of each
Fund will pay you each month a fee at an annual rate equal to the
percentage of the average daily net assets of the Fund set forth with
respect to such Fund on Annex A. The "average daily net assets" of a Fund
shall be determined on the basis set forth in the Fund's prospectus(es) or
otherwise consistent with the 1940 Act and the regulations promulgated
thereunder.
(b) In addition to the foregoing, you may from time to time
agree not to impose all or a portion of your fee otherwise payable
hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to pay or reimburse a Fund for all or a
portion of its expenses not otherwise required to be borne or reimbursed by
you. Any such fee reduction or undertaking may be discontinued or modified
by you at any time.
6. Avoidance of Inconsistent Position. In connection with purchases or sales
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of portfolio securities for the account of the Funds, neither you nor any of
your partners, officers or employees will act as a principal, except as
otherwise permitted by the 1940 Act. You or your agent shall arrange for the
placing of all orders for the purchase and sale of portfolio securities for each
Fund's account with brokers or dealers (including Xxxxxxx, Xxxxx & Co.) selected
by you. In the selection of such brokers or dealers (including Xxxxxxx, Sachs &
Co.) and the placing of such orders, you are directed at all times to seek for
the Funds the most favorable execution and net price available. It is also
understood that it is desirable for the Funds that you have access to
supplemental investment and market research and security and economic analyses
provided by brokers who may execute brokerage transactions at a higher cost to a
Fund than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, you are
authorized to place orders for the purchase and sale of securities for the Funds
with such brokers, subject to review by the Registrant's Trustees from time to
time with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to you in
connection with your services to other clients. If any occasion should arise in
which you give any advice to your clients concerning the Shares of the Funds,
you will act solely as investment counsel for such clients and not in any way on
behalf of any Fund. You may, on occasions when you deem the purchase or sale of
a security to be in the best interests of a Fund as well as your other customers
(including any other Series or any other investment company or advisory account
for which you or any of your affiliates acts as an investment adviser),
aggregate, to the extent permitted by applicable laws and regulations, the
securities to be sold or purchased in order to obtain the best net price and the
most favorable execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be
made by you in the manner you consider to be the most equitable and consistent
with your fiduciary obligations to the Fund and to such other customers. In
addition, you are authorized to take into account the sale of shares of the
Registrant in allocating purchase and sale orders for portfolio securities to
brokers or dealers (including brokers and dealers that are affiliated with you),
provided that you believe that the quality of the transaction and the commission
is comparable to what they would be with other qualified firms.
7. Limitation of Liability of Manager and Fund. You shall not be liable for
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any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even though also
employed by you, who may be or become an employee of and paid by the Registrant
or the Funds shall be deemed, when acting within the scope of his employment by
the Funds, to be acting in such employment solely for the Funds and not as your
employee or agent. The
Fund shall not be liable for any claims against any other Series of the
Registrant.
8. Duration and Termination of this Agreement. This Agreement shall remain in
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force as to each Fund until June 30, 1998 and shall continue for periods of one
year thereafter, but only so long as such continuance is specifically approved
at least annually (a) by the vote of a majority of the Trustees who are not
interested persons (as defined in the 0000 Xxx) of the Registrant and have no
financial interest in this Agreement, cast in person at a meeting called for
the purpose of voting on such approval and (b) by a vote of a majority of the
Trustees of the Registrant or of a majority of the outstanding voting securities
of such Fund. The aforesaid requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder. This
Agreement may, on 60 days written notice to the other party, be terminated in
its entirety or as to a particular Fund at any time without the payment of any
penalty, by the Trustees of the Registrant, by vote of a majority of the
outstanding voting securities of a Fund, or by you. This Agreement shall
automatically terminate in the event of its assignment. In interpreting the
provisions of this Agreement, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "interested person," "assignment" and
"majority of the outstanding voting securities"), as from time to time amended,
shall be applied, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order.
9. Amendment of this Agreement. No provisions of this Agreement may be
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changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective as to a Fund until approved by vote of the holders of a majority of
the outstanding voting securities of such Fund and by a majority of the Trustees
of the Registrant, including a majority of the Trustees who are not interested
persons (as defined in the 0000 Xxx) of the Registrant and have no financial
interest in this Agreement, cast in person at a meeting called for the purpose
of voting on such amendment. Notwithstanding the foregoing, this Agreement may
be amended at any time to add to a new Fund to Annex A provided such amendment
is approved by a majority of the Trustees of the Registrant, including a
majority of the Trustees who are not interested persons (as defined in the 0000
Xxx) of the Registrant and have no financial interest in this Agreement. This
paragraph does not apply to any agreement described in paragraph 5(b) hereof,
which shall be effective during the period you specify in a prospectus, sticker,
or other document made available to current or prospective shareholders.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
11. Miscellaneous. The captions in this Agreement are included for convenience
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of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
The name Xxxxxxx Xxxxx Trust is the designation of the Trustees for the
time being under a Declaration of Trust dated January 28, 1997 as amended from
time to time, and all persons dealing with the Trust or a Funds must look solely
to the property of the Trust or such Fund for the enforcement of any claims as
none of Trustees, officers, agents or shareholders assume any personal liability
for obligations entered into on behalf of the Trust. No Fund shall be liable for
any claims against any other Series.
If you are in agreement with the foregoing, please sign the form of
acceptance on the Registrant counterpart of this letter and return such
counterpart to the Registrant, whereupon this letter shall become a binding
contract.
Yours very truly,
XXXXXXX SACHS TRUST
Attest: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Grip
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Xxxxxxx X. Xxxxxxx Xxxxxxx X. Grip
Secretary of the Registrant President of the
Registrant
The foregoing Agreement is hereby accepted as of the date thereof.
XXXXXXX XXXXX ASSET MANAGEMENT,
A DIVISION OF XXXXXXX, SACHS & CO.
Attest: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx
Counsel to the Funds Group Managing Director
XXXXXXX XXXXX FUNDS MANAGEMENT L.P.,
EACH AN AFFILIATE OF XXXXXXX, SACHS & CO.
Attest: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx
Counsel to the Funds Group Managing Director
XXXXXXX XXXXX ASSET MANAGEMENT INTERNATIONAL,
EACH AN AFFILIATE OF XXXXXXX, SACHS & CO.
Attest: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxx
Counsel to the Funds Group Managing Director
ANNEX A
XXXXXXX XXXXX ASSET MANAGEMENT
Annual Rate
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Xxxxxxx Sachs Government Income Fund 0.65%
Xxxxxxx Xxxxx Municipal Income Fund 0.55%
Xxxxxxx Sachs High Yield Fund 0.70%
Xxxxxxx Xxxxx Balanced Fund 0.65%
Xxxxxxx Sachs Growth and Income Fund 0.70%
Xxxxxxx Xxxxx CORE Large Cap Value Fund 0.60%
Xxxxxxx Sachs CORE Large Cap Growth Fund 0.75%
Xxxxxxx Xxxxx CORE Small Cap Equity Fund 1.00%
Xxxxxxx Sachs CORE International Equity Fund 1.00%
Xxxxxxx Xxxxx Mid Cap Equity Fund 0.75%
Xxxxxxx Sachs Small Cap Value Fund 1.00%
Xxxxxxx Xxxxx Growth Strategy Portfolio 0.25%
Xxxxxxx Sachs Aggressive Growth Strategy Portfolio 0.25%
Xxxxxxx Xxxxx Income Strategy Portfolio 0.25%
Xxxxxxx Sachs Growth and Income Portfolio 0.25%
Xxxxxxx Xxxxx Real Estate Securities Fund 1.00%
Xxxxxxx Sachs-Financial Square Prime Obligations Fund 0.205%
Xxxxxxx Xxxxx-Financial Square Money Market Fund 0.205%
Xxxxxxx Sachs-Financial Square Premium Money Market Fund 0.205%
Xxxxxxx Xxxxx-Financial Square Treasury Obligations Fund 0.205%
Xxxxxxx Sachs-Financial Square Treasury Instruments Fund 0.205%
Xxxxxxx Xxxxx-Financial Square Government Fund 0.205%
Xxxxxxx Sachs-Financial Square Federal Fund 0.205%
Xxxxxxx Xxxxx-Financial Square Tax-Free Money Market Fund 0.205%
Xxxxxxx Sachs-Financial Square Municipal Money Market Fund 0.205%
XXXXXXX XXXXX FUNDS MANAGEMENT X.X.
Xxxxxxx Sachs CORE U.S. Equity Fund 0.75%
Xxxxxxx Xxxxx Capital Growth Fund 1.00%
XXXXXXX SACHS ASSET MANAGEMENT INTERNATIONAL
Xxxxxxx Xxxxx Global Income Fund 0.90%
Xxxxxxx Sachs International Equity Fund 1.00%
Xxxxxxx Xxxxx Emerging Markets Equity Fund 1.20%
Xxxxxxx Sachs Asia Growth Fund 1.00%
Xxxxxxx Xxxxx International Small Cap Fund 1.20%
Xxxxxxx Sachs Japanese Equity Fund 1.00%
Xxxxxxx Xxxxx European Equity Fund 1.00%
Dated: November 3, 1998
