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
Xxx Xxx Xxxx Xxxxx, Xxxxxx, Xxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MANAGEMENT AGREEMENT
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 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 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.
(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 Exchan ge 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 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 al
locable 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 wit h 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.
(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 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 th e 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 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
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 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 th e
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
accordance with the laws of the State of New York.
11. Miscellaneous. 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. 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: By:
Xxxxxx 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: By:
Xxxxxx 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: By:
Xxxxxx 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: By:
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxx
Counsel to the Funds Group Managing Director
Amended Annex A
The compensation payable under Paragraph 5 of the Management Agreement between
Xxxxxxx Xxxxx Trust and each of the undersigned shall be as follows:
Xxxxxxx Sachs Asset Management
Annual Rate
Xxxxxxx Xxxxx Government Income Fund 0.65%
Xxxxxxx Sachs Municipal Income Fund 0.55%
Xxxxxxx Xxxxx High Yield Fund 0.70%
Xxxxxxx Sachs High Yield Municipal Fund8 0.55%
Xxxxxxx Xxxxx Enhanced Income Fund9 0.25%
Xxxxxxx Sachs Balanced Fund 0.65%
Xxxxxxx Xxxxx Growth and Income Fund 0.70%
Xxxxxxx Sachs CORE Large Cap Value Fund4 0.60%
Xxxxxxx Xxxxx CORE Large Cap Growth Fund 0.75%
Xxxxxxx Sachs CORE Small Cap Equity Fund1 1.00%
Xxxxxxx Xxxxx CORE International Equity Fund1 1.00%
Xxxxxxx Sachs CORE Tax -Managed Equity Fund7 0.75%
Xxxxxxx Xxxxx Mid Cap Value Fund 0.75%
Xxxxxxx Sachs Small Cap Value Fund 1.00%
Xxxxxxx Xxxxx Real Estate Securities Fund1 1.00%
Xxxxxxx Sachs Strategic Growth Fund5 1.00%
Xxxxxxx Xxxxx Growth Opportunities Fund5 1.00%
Xxxxxxx Sachs Internet Tollkeeper Fund6 1.00%
Xxxxxxx Xxxxx Large Cap Value Fund8 0.75%
Xxxxxxx Sachs Research Select Fund9 1.00%
Xxxxxxx Xxxxx-Financial Square Prime Obligations Fund 0.205%
Xxxxxxx Sachs-Financial Square 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%
Cash Portfolio11 0.15%
Xxxxxxx Sachs Funds Management X.X.
Xxxxxxx Xxxxx CORE U.S. Equity Fund 0.75%
Xxxxxxx Sachs Capital Growth Fund 1.00%
Xxxxxxx Xxxxx Asset Management International
Xxxxxxx Sachs Global Income Fund 0.90%
Xxxxxxx Xxxxx International Equity Fund 1.00%
Xxxxxxx Sachs Emerging Markets Equity Fund 1.20%
Xxxxxxx Xxxxx Asia Growth Fund 1.00%
Xxxxxxx Sachs International Growth Opportunities Fund2 1.20%
Xxxxxxx Xxxxx Japanese Equity Fund2 1.00%
Xxxxxxx Sachs European Equity Fund3 1.00%
Xxxxxxx Xxxxx Asset Management and
Xxxxxxx Sachs Asset Management International
Xxxxxxx Xxxxx Global Consumer Growth Fund10 1.10%
Xxxxxxx Sachs Global Financial Services Fund10 1.10%
Xxxxxxx Xxxxx Global Health Sciences Fund10 1.10%
Xxxxxxx Sachs Global Infra4structure and Resources Fund10 1.10%
Xxxxxxx Xxxxx Global Technology Fund10 1.10%
PURSUANT TO AN EXEMPTION FROM THE COMMODITIES FUTURES TRADING COMMISSION
("CFTC") IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS ACCOUNT
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN FILED WITH THE CFTC. THE CFTC
DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE
ADEQUACY OR ACCURACY OR COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE
CFTC HAS NOT REVIEWED OR APPROVED THE TRADING PROGRAM ADOPTED HEREUNDER OR ANY
BROCHURE OR ACCOUNT DOCUMENT.
XXXXXXX SACHS TRUST
By:_____________________________
Name: Xxxxxxx X. Grip
Title: President of the Registrant
XXXXXXX SACHS ASSET MANAGEMENT, a division of Xxxxxxx, Xxxxx & Co.
By:_____________________________
Name: Xxxxx X. Xxxx
Title: Managing Director
XXXXXXX XXXXX FUNDS MANAGEMENT, L.P.,
an affiliate of Xxxxxxx, Sachs & Co.
By:_____________________________
Name: Xxxxx X. Xxxx
Title: Managing Director
XXXXXXX SACHS ASSET MANAGEMENT INTERNATIONAL, an affiliate of Xxxxxxx, Xxxxx Co.
By:______________________________
Name: Xxxxx X. Xxxx
Title: Managing Director
Dated: April 25, 2001
1 Please note that the CORE Small Cap Equity Fund, CORE International Equity
Fund and Real Estate Securities Fund were approved at the July 21, 1997 Xxxxxxx
Xxxxx Trust Board Meeting. 2 Please note that the International Small Cap Fund
and Japanese Equity Fund were approved at the April 23, 1998 Xxxxxxx Sachs Trust
Board Meeting. 3 Please note that the European Equity Fund was approved at the
July 22, 1998 Xxxxxxx Xxxxx Trust Board Meeting.
4 Please note that the CORE Large Cap Value Fund was approved at the November 3,
1998 Xxxxxxx Sachs Trust Board Meeting.
5 Please note that the Strategic Growth Fund and Growth Opportunities Fund were
approved at the April 28, 1999 Xxxxxxx Xxxxx Trust Board Meeting. 6 Please note
that the Internet Tollkeeper Fund was approved at the July 27, 1999 Xxxxxxx
Sachs Trust Board Meeting. 7 Please note that the Large Cap Value Fund was
approved at the October 26, 1999 Xxxxxxx Xxxxx Trust Board Meeting. 8 Please
note that the High Yield Municipal Fund and the CORE Tax-Managed Equity Fund
were approved at the February 3, 2000 Xxxxxxx Sachs Trust Board Meeting. 9
Please not that the Xxxxxxx Xxxxx Research Select Fund and Xxxxxxx Sachs
Enhanced Income Fund were approved at the April 26, 2000 Xxxxxxx Xxxxx Trust
Board Meeting
10 Please note that the Global Consumer Growth Fund, Global Financial Services
Fund, Global Health Sciences Fund, Global Infrastructure and Resources Fund, and
Global Technology Fund were approved at the January 30, 2001 Xxxxxxx Sachs Trust
Board Meeting. 11 Please note that the Cash Portfolio was approved at the April
25, 2001 Xxxxxxx Xxxxx Trust Board Meeting.
