MANAGEMENT AGREEMENT
This Agreement originally made as of May 1, 2000 and amended and restated as of
July 1, 2000 and September 7, 2000, between Xxxxxxxxx Xxxxxx Advisers Management
Trust, a Delaware business trust ("Trust"), and Xxxxxxxxx Xxxxxx Management
Inc., a New York corporation ("Manager").
W I T N E S S E T H :
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as an open-end, diversified management investment company
and has established several separate series of shares ("Portfolios"), with each
Portfolio having its own assets and investment policies; and
WHEREAS, the Trust desires to retain the Manager as investment adviser to
furnish investment advisory and portfolio management services to each Portfolio
listed in Schedule A attached hereto, to such other Portfolios of the Trust
hereinafter established as agreed to from time to time by the parties, evidenced
by an addendum to Schedule A (hereinafter "Portfolio" shall refer to each
Portfolio which is subject to this Agreement and all agreements and actions
described herein to be made or taken by the Trust on behalf of the Portfolios),
and the Manager is willing to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Services of the Manager.
1.1 Investment Management Services. The Manager shall act as the investment
adviser to the Portfolios and, as such, shall (i) obtain and evaluate such
information relating to the economy, industries, businesses, securities markets
and securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Portfolios in a manner consistent with its
investment objective, policies and restrictions, and (iii) determine from time
to time securities to be purchased, sold, retained or lent by the Portfolios,
and implement those decisions, including the selection of entities with or
through which such purchases, sales or loans are to be effected; provided, that
the Manager will place orders pursuant to its investment determinations either
directly with the issuer or with a broker or dealer, and if with a broker or
dealer, (a) will attempt to obtain the best net price and most favorable
execution of its orders, and (b) may nevertheless in its discretion purchase and
sell portfolio securities from and to brokers and dealers who provide the
Manager with research, analysis, advice and similar services and pay such
brokers and dealers in return a higher commission or spread than may be charged
by other brokers or dealers.
The Trust hereby authorizes any entity or person associated with the Manager
which is a member of a national securities exchange to effect any transaction on
the exchange for the account of the
Portfolios which is permitted by Section 11(a) of the Securities Exchange Act of
1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the
retention of compensation for such transactions in accordance with the law.
The Manager shall carry out its duties with respect to the Portfolios'
investments in accordance with applicable law and the investment objective,
policies and restrictions of the Portfolios adopted by the trustees of the Trust
("Trustees"), and subject to such further limitations as the Portfolios may from
time to time impose by written notice to the Manager.
1.2 Administrative Services. The Manager shall supervise the Portfolios'
business and affairs and shall provide such services required for effective
administration of the Portfolios as are not provided by employees or other
agents engaged by the Portfolios; provided, that the Manager shall not have any
obligation to provide under this Agreement any direct or indirect services to
the holders of shares of the Portfolios ("Shareholders"), any services related
to the sale of interests in the Portfolios, or any other services which are the
subject of a separate agreement or arrangement between the Portfolios and the
Manager. Subject to the foregoing, in providing administrative services
hereunder, the Manager shall:
1.2.1 Office Space, Equipment and Facilities. Furnish without cost to the
Portfolios, or pay the cost of, such office space, office equipment and
office facilities as are adequate for the Portfolios' needs.
1.2.2 Personnel. Provide, without remuneration from or other cost to the
Trust or the Portfolios, the services of individuals competent to perform
all of the Portfolios' executive, administrative and clerical functions
which are not performed by employees or other agents engaged by the
Portfolios or by the Manager acting in some other capacity pursuant to a
separate agreement or arrangement with the Portfolios.
1.2.3 Agents. Assist the Portfolios in selecting and coordinating the
activities of the other agents engaged by the Portfolios, including the
Portfolios' custodian, independent auditors and legal counsel.
1.2.4 Trustees and Officers. Authorize and permit the Manager's directors,
officers and employees who may be elected or appointed as trustees or
officers of the Trust to serve in such capacities, without remuneration
from or other cost to the Trust or the Portfolios.
1.2.5 Books and Records. Ensure that all financial, accounting and other
records required to be maintained and preserved by the Trust and/or the
Portfolios are maintained and preserved by it or on its behalf in
accordance with applicable laws and regulations.
1.2.6 Reports and Filings. Assist in the preparation of (but not pay for)
all periodic reports by the Trust or the Portfolios to Shareholders and all
reports and filings required to maintain the registration and qualification
of the Portfolios, or to meet other regulatory or tax requirements
applicable to the Portfolios, under federal and state securities and tax
laws.
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1.3 The Manager can use any of the officers and employees of Xxxxxxxxx
Xxxxxx, LLC to provide any of the non-investment advisory services
described herein.
2. Expenses of the Portfolios.
2.1 Expenses to Be Paid by the Manager. The Manager shall pay all salaries,
expenses and fees of the officers, trustees and employees of the Trust who are
officers, directors or employees of the Manager.
In the event that the Manager pays or assumes any expenses of the Trust or a
Portfolio not required to be paid or assumed by the Manager under this
Agreement, the Manager shall not be obligated hereby to pay or assume the same
or any similar expense in the future; provided, that nothing herein contained
shall be deemed to relieve the Manager of any obligation to the Trust or to a
Portfolio under any separate agreement or arrangement between the parties.
2.2 Expenses to Be Paid by the Portfolios. Each Portfolio shall bear all
expenses of its operation, except those specifically allocated to the Manager
under this Agreement or under any separate agreement between a Portfolio and the
Manager. Expenses to be borne by a Portfolio shall include both expenses
directly attributable to the operation of the Portfolios and the placement of
interests therein, as well as the portion of any expenses of the Trust that is
properly allocable to the Portfolios in a manner approved by the trustees of the
Trust. Subject to any separate agreement or arrangement between the Trust or a
Portfolio and the Manager, the expenses hereby allocated to each Portfolio, and
not to the Manager, include, but are not limited to:
2.2.1 Custody. All charges of depositories, custodians, and other agents
for the transfer, receipt, safekeeping, and servicing of its cash,
securities, and other property.
2.2.2 Shareholder Servicing. All expenses of maintaining and servicing
Shareholder accounts, including, but not limited to the charges of any
Shareholder servicing agent, dividend disbursing agent or other agent
engaged by a Portfolio to service Shareholder accounts.
2.2.3 Shareholder Reports. All expenses of preparing, setting in type,
printing and distributing reports and other communications to Shareholders.
2.2.4 Pricing and Portfolio Valuation. All expenses of computing a
Portfolio's net asset value per share, including any equipment or services
obtained for the purpose of pricing shares or valuing the Portfolio's
investment portfolio.
2.2.5 Communications. All charges for equipment or services used for
communications between the Manager or the Portfolios and any custodian,
Shareholder servicing agent, portfolio accounting services agent, or other
agent engaged by a Portfolio.
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2.2.6 Legal and Accounting Fees. All charges for services and expenses of a
Portfolio's legal counsel and independent auditors.
2.2.7 Trustees' Fees and Expenses. With respect to each Portfolio, all
compensation of Trustees other than those affiliated with the Manager, all
expenses incurred in connection with such unaffiliated Trustees' services
as Trustees, and all other expenses of meetings of the Trustees or
committees thereof..
2.2.8 Shareholder Meetings. All expenses incidental to holding meetings of
Shareholders, including the printing of notices and proxy materials, and
proxy solicitation therefor.
2.2.9 Bonding and Insurance. All expenses of bond, liability, and other
insurance coverage required by law or regulation or deemed advisable by the
Trustees, including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Portfolios
in a manner approved by the Trustees.
2.2.10 Brokerage Commissions. All brokers' commissions and other charges
incident to the purchase, sale or lending of a Portfolio's portfolio
securities.
2.2.11 Taxes. All taxes or governmental fees payable by or with respect to
a Portfolio to federal, state or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes.
2.2.12 Trade Association Fees. All fees, dues and other expenses incurred
in connection with a Portfolio's membership in any trade association or
other investment organization.
2.2.13 Nonrecurring and Extraordinary Expenses. Such nonrecurring and
extraordinary expenses as may arise, including the costs of actions, suits,
or proceedings to which the Portfolio is a party and the expenses a
Portfolio may incur as a result of its legal obligation to provide
indemnification to the Trust's officers, Trustees and agents.
2.2.14 Organizational Expenses. Any and all organizational expenses of a
Portfolio paid by the Manager shall be reimbursed by such Portfolio at such
time or times agreed by such Portfolio and the Manager.
3. Advisory Fee.
3.1 Fee. As compensation for all services rendered, facilities provided and
expenses paid or assumed by the Manager under this Agreement, each Portfolio
shall pay the Manager an annual fee as set out in Schedule B to this Agreement.
3.2 Computation and Payment of Fee. The advisory fee shall accrue on each
calendar day, and shall be payable monthly on the first business day of the next
succeeding calendar month. The daily fee accruals shall be computed by
multiplying the fraction of one divided by the number of days in the calendar
year by the applicable annual advisory fee rate (as set forth in Schedule B
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hereto), and multiplying this product by the net assets of the Portfolios,
determined in the manner established by the Trustees, as of the close of
business on the last preceding business day on which the Portfolios' net asset
value was determined.
3.3 State Expense Limitation. If in any fiscal year the operating expenses of
any Shareholder in a Portfolio plus such Shareholder's pro rata portion of the
Portfolio's operating expenses in such fiscal year ("Aggregate Operating
Expenses," which includes any fees or expense reimbursements payable to the
Manager pursuant to this Agreement and any compensation payable to the Manager
pursuant to (i) the Administration Agreement between such Shareholder and the
Manager or (ii) any other Agreement or arrangement with the Trust with respect
to that Shareholder, but excludes interest, taxes, brokerage commissions,
litigation and indemnification expenses, and other extraordinary expenses not
incurred in the ordinary course of business) exceed the lowest applicable
percentage expense limitation imposed under the securities law and regulations
of any state in which such Shareholder's shares are qualified for sale (the
"State Expense Limitation"), then the Manager shall pay such Shareholder the
amount of such excess, less the amount of any reduction of the administration
fee referred to below; provided, that the Manager shall have no obligation
hereunder to pay such Shareholder for any such expenses which exceed the pro
rata portion of such advisory fee attributable to such Shareholder's interest in
that Portfolio.
No payment shall be made to such Shareholder hereunder unless and until the
administration fee payable by such Shareholder under a similar State Expense
Limitation of its Administration Agreement with the Manager has been reduced to
zero. Any payment to a Shareholder hereunder shall be made monthly, by
annualizing the Aggregate Operating Expenses for each month as of the last day
of such month. An adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if Aggregate Operating Expenses
for such fiscal year do not exceed the State Expense Limitation or if for such
fiscal year there is no applicable State Expense Limitation.
4. Ownership of Records.
All records required to be maintained and preserved by the Portfolios pursuant
to the provisions or rules or regulations of the Securities and Exchange
Commission ("SEC") under Section 31(a) of the 1940 Act and maintained and
preserved by the Manager on behalf of the Portfolios are the property of the
Portfolios and shall be surrendered by the Manager promptly on request by the
Portfolios; provided, that the Manager may at its own expense make and retain
copies of any such records.
5. Reports to Manager.
The Portfolios shall furnish or otherwise make available to the Manager such
copies of the Portfolios' financial statements, proxy statements, reports, and
other information relating to its business and affairs as the Manager may, at
any time or from time to time, reasonably require in order to discharge its
obligations under this Agreement.
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6. Reports to the Portfolios.
The Manager shall prepare and furnish to the Portfolios such reports,
statistical data and other information in such form and at such intervals as the
Portfolios may reasonably request.
7. Retention of Sub-Adviser.
Subject to a Portfolio obtaining the initial and periodic approvals required
under section 15 of the 1940 Act, the Manager may retain a sub-adviser, at the
Manager's own cost and expense, for the purpose of making investment
recommendations and research information available to the Manager. Retention of
a sub-adviser shall in no way reduce the responsibilities or obligations of the
Manager under this Agreement and the Manager shall be responsible to the Trust
and the Portfolios for all acts or omissions of the sub-adviser in connection
with the performance of the Manager's duties hereunder.
8. Services to Other Clients.
Nothing herein contained shall limit the freedom of the Manager or any
affiliated person of the Manager to render investment management and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.
9. Limitation of Liability of Manager and its Personnel.
Neither the Manager nor any director, officer or employee of the Manager
performing services for the Portfolios at the direction or request of the
Manager in connection with the Manager's discharge of its obligations hereunder
shall be liable for any error of judgment or mistake of law or for any loss
suffered by a Portfolio in connection with any matter to which this Agreement
relates; provided, that nothing herein contained shall be construed (i) to
protect the Manager against any liability to the Trust or a Portfolio or its
Shareholders to which the Manager would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of the
Manager's duties, or by reason of the Manager's reckless disregard of its
obligations and duties under this Agreement, or (ii) to protect any director,
officer or employee of the Manager who is or was a Trustee or officer of the
Trust against any liability to the Trust or a Portfolio or its Shareholders to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office with the Trust.
10. No Liability of Other Portfolios.
This Agreement is made by each Portfolio pursuant to authority granted by the
Trustees, and the obligations created hereby are not binding on any of the
Trustees or Shareholders of the Portfolios individually, but bind only the
property of that Portfolio and no other.
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11. Effect of Agreement.
Nothing herein contained shall be deemed to require the Portfolios to take any
action contrary to the Declaration of the Trust or By-Laws of the Trust, any
actions of the Trustees binding upon the Portfolios, or any applicable law,
regulation or order to which a Portfolio is subject or by which it is bound, or
to relieve or deprive the Trustees of their responsibility for and control of
the conduct of the business and affairs of the Portfolios or the Trust.
12. Term of Agreement.
The term of this Agreement with respect to the Portfolios originally listed in
Schedule A began on May 1, 2000 and was subsequently renewed by the Trustees,
including a majority of the Trustees who are not interested persons of either
party hereto ("Disinterested Trustees"), to remain in effect with respect to
each Portfolio through _______ __, 200[ ] unless sooner terminated as
hereinafter provided, and from year to year thereafter, subject to the
termination provisions and all other terms and conditions hereof; provided, such
continuance with respect to a Portfolio is approved at least annually by vote of
a majority of the outstanding voting securities of such Portfolio, or by vote or
written consent of the Trustees, a majority of the Disinterested Trustees; and
provided further, that the Manager shall not have notified a Portfolio in
writing at least sixty days prior to the first expiration date hereof or at
least sixty days prior to any expiration date in any year thereafter that it
does not desire such continuation. The Manager shall furnish any Portfolio,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Agreement or any extension, renewal or amendment
thereof.
Schedule A to this Agreement may be modified from time to time to reflect the
addition or deletion of a Portfolio from the terms of this Agreement. With
respect to each Portfolio added by execution of an amendment to Schedule A, the
term of this Agreement shall begin on the date of such execution and, unless
sooner terminated as provided above, this Agreement shall remain in effect to
the date two years after such execution and from year to year thereafter only so
long as its continuance is approved in the manner required by the 1940 Act, as
from time to time amended.
13. Amendment or Assignment of Agreement.
Any amendment to this Agreement shall be in writing signed by the parties
hereto; provided, that no such amendment shall be effective unless authorized on
behalf of any Portfolio (i) by resolution of the Trustees, including the vote or
written consent of a majority of the Trustees who are not parties to this
Agreement or interested persons of either party hereto, and, if the amendment is
material, (ii) by vote of a majority of the outstanding voting securities of
such Portfolio. This Agreement shall terminate automatically and immediately in
the event of its assignment; provided, that with the consent of the Board on
behalf of a Portfolio, the Manager may subcontract to another person any of its
responsibilities with respect to such Portfolio provided the Manager shall
remain responsible hereunder for the acts and omissions of such
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other person(s) as if they were the acts and omissions of the Manager.
14. Termination of Agreement.
This Agreement may be terminated at any time by either party hereto, without the
payment of any penalty, upon sixty (60) days' prior written notice to the other
party; provided, that in the case of termination by any Portfolio, such action
shall have been authorized (i) by resolution of the Trustees, including the vote
or written consent of a majority of Trustees who are not parties to this
Agreement or interested persons of either party hereto, or (ii) by vote of a
majority of the outstanding voting securities of the Portfolio.
15. Name of the Portfolios.
Each Portfolio hereby agrees that if the Manager shall at any time for any
reason cease to serve as investment adviser to a Portfolio, the Portfolio shall,
if and when requested by the Manager, eliminate from the Portfolio's name the
name "Xxxxxxxxx Xxxxxx" and thereafter refrain from using the name "Xxxxxxxxx
Xxxxxx" or the initials "N B" in connection with its business or activities, and
the foregoing agreement of a Portfolio shall survive any termination of this
Agreement and any extension or renewal thereof.
16. Interpretation and Definition of Terms.
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 rules, regulations or orders
of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms
"vote of a majority of the outstanding voting securities," "interested persons,"
"assignment" and "affiliated person," as used in this Agreement shall have the
meanings assigned to them by section 2(a) of the 1940 Act. In addition, when the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by a rule, regulation or order of
the SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
17. Choice of Law.
This Agreement is made and to be principally performed in the State of New York,
and except insofar as the 1940 Act or other federal laws and regulations may be
controlling, this Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of New York.
18. Captions.
The captions in this Agreement are included for convenience of reference only
and in no way
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define or delineate any of the provisions hereof or otherwise affect their
construction or effect.
19. Execution in Counterparts.
This Agreement may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
seals to be hereunto affixed, as of the day and year above written.
XXXXXXXXX XXXXXX ADVISERS
MANAGEMENT TRUST
-----------------------------
By:
Title:
XXXXXXXXX XXXXXX
MANAGEMENT INC.
-----------------------------
By:
Title:
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XXXXXXXXX XXXXXX
ADVISERS MANAGEMENT TRUST
MANAGEMENT AGREEMENT
SCHEDULE A
Portfolios Date Added to Agreement
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Growth Portfolio May 1, 2000
Partners Portfolio May 1, 2000
Balanced Portfolio May 1, 2000
Limited Maturity Bond Portfolio May 1, 2000
Liquid Asset Portfolio May 1, 2000
International Portfolio May 1, 2000
Guardian Portfolio May 1, 2000
Mid-Cap Growth Portfolio May 1, 2000
Socially Responsive Portfolio May 1, 2000
Regency Portfolio December 6, 2000
Xxxxxxxx Portfolio May 1, 2002
Focus Portfolio May 1, 2002
XXXXXXXXX XXXXXX
ADVISERS MANAGEMENT TRUST
MANAGEMENT AGREEMENT
SCHEDULE B
Compensation pursuant to Paragraph 3 of the Xxxxxxxxx Xxxxxx Advisers
Management Trust Management Agreement shall be calculated in accordance with the
following schedules:
Growth Portfolio
Partners Portfolio
Balanced Portfolio
Guardian Portfolio
Mid-Cap Growth Portfolio
Socially Responsive Portfolio
Regency Portfolio
Focus Portfolio
0.55% on the first $250 million of average daily net assets
0.525% on the next $250 million of average daily net assets
0.50% on the next $250 million of average daily net assets
0.475% on the next $250 million of average daily net assets
0.45% on the next $500 million of average daily net assets
0.425% on the next $2.5 billion of average daily net assets
0.40% on average daily net assets in excess of $4 billion
Liquid Asset Portfolio
Limited Maturity Bond Portfolio
0.25% on the first $500 million of average daily net assets
0.225% on the next $500 million of average daily net assets
0.20% on the next $500 million of average daily net assets
0.175% on the next $500 million of average daily net assets
0.15% on average daily net assets in excess of $2 billion
International Portfolio
0.85% on the first $250 million of average daily net assets
0.825% on the next $250 million of average daily net assets
0.80% on the next $250 million of average daily net assets
0.775% on the next $250 million of average daily net assets
0.75% on the next $500 million of average daily net assets
0.725% on the next $1 billion of average daily net assets
0.70% on average daily net assets in excess of $2.5 billion
Xxxxxxxx Portfolio
0.85% on the first $500 million of average daily net assets
0.825% on the next $500 million of average daily net assets
0.80% on the next $500 million of average daily net assets
0.775% on the next $500 million of average daily net assets
0.75% on the next $500 million of average daily net assets
0.725% on average daily net assets in excess of $2.5 billion
Dated: May 1, 2002
