Exhibit 5 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
MASTER INVESTMENT ADVISORY CONTRACT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and Freedom Capital Management Corporation (the ``Adviser'') as
follows:
1. The Trust is an open-end investment company organized as a
Delaware business trust and consists of one or more separate investment
portfolios as may be established and designated by the Trust's Board of
Trustees (the `Board of Trustees'') from time to time. This Contract
shall pertain only to such portfolios of the Trust as shall be designated
in Supplements to this Contract as further agreed between the Trust and the
Adviser (the `Funds''). A separate series of shares of beneficial
interest in the Trust is offered to investors with respect to each Fund.
The Trust engages in the business of investing and reinvesting the assets
of each Fund in the manner and in accordance with the investment objectives
and restrictions specified in the currently effective prospectus (the
`Prospectus'') relating to the Trust and the Funds included in the
company's Registration Statement, as amended from time to time, filed by
the Trust under the Investment Company Act of 1940, as amended (the ``940
Act'' and the Securities Act of 1933. Copies of the documents referred to
in the preceding sentence have been furnished to the Adviser. Any
amendments to those documents shall be furnished to the Adviser promptly.
Pursuant to Master Distribution Contracts and Supplements thereto between
the Trust and each of Xxxxxx Xxxxxxx Incorporated, Sutro & Co.,
Incorporated, Freedom Distributors Corporation and Edgewood Services, Inc.
(the ``istributors''), the Trust has employed the Distributors to act as
principal underwriters for each Fund pursuant to a Master Administrative
Services Contract and Supplements thereto between the Trust and Federated
Administrative Services (the `Administrator''). The Trust has employed
the Administrator to provide to the Trust management and other services.
2. The Trust hereby appoints the Adviser to provide to the Funds the
investment advisory services specified in this Contract and the Adviser
hereby accepts such appointment.
3. (a) The Adviser shall, at its expense, (i) employ or associate
with itself such persons as it believes appropriate to assist it in
performing its obligations under this Contract and (ii) provide all
services, equipment and facilities necessary to perform its obligations
under this Contract.
(b) The Trust shall be responsible for all of their expenses and
liabilities, including compensation of Trustees who are not affiliated with
the Distributors or any of their affiliates; taxes and governmental fees;
interest charges; fees and expenses of the Trust's independent auditors and
legal counsel; trade association membership dues; fees and expenses of any
2
custodian (including maintenance of books and accounts and calculation of
the net asset value of shares of the Funds), transfer agent, registrar and
dividend disbursing agent of the Trust; expenses of issuing, selling,
redeeming, registering and qualifying for Sale shares of beneficial
interest in the Trust; expenses of preparing and printing share
certificates, and preparing, printing and mailing prospectuses and reports
to shareholders, notices, proxy statements (other than the proxy statement
prepared for the shareholders meeting convened to consider this agreement
(the ``nitial meeting'') and reports to regulatory agencies; and cost of
office supplies, including stationery; travel expenses of all officers,
Trustees and employees; insurance premiums; brokerage and other expenses of
executing portfolio transactions; expenses of shareholders' meetings, other
than the initial meeting; organization expenses; and extraordinary
expenses.
4. (a) The Adviser shall provide the Trust investment guidance and
policy direction in connection with the management of the portfolio of each
Fund, including oral and written research, analysis, advice, statistical
and economic data and information and judgments of both a macroeconomic and
microeconomic character.
The Adviser will determine the securities to be purchased or sold by
each Fund and will place orders pursuant to its determinations either
directly with the issuer or with any broker or dealer who deals in such
securities. The Adviser will determine what portion of each Fund's
portfolio shall be invested in securities described by the policies of such
Fund and what portion, if any, should be invested otherwise or held
uninvested.
The Trust will have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
3
consideration of long-range investment policy generally available to
investment advisory customers of the Adviser. It is understood that the
Adviser will not use any non-public information pertinent to investment
decisions undertaken in connection with this Contract that may be in its
possession or in the possession of any of its affiliates nor will the
Adviser seek to obtain any such information.
(b) The Adviser also shall provide to the Trust's officers
administrative assistance in connection with the operation of the Trust and
each of the Funds, which shall include (i) compliance with all reasonable
requests of the Trust for information, including information required in
connection with the Trust's filings with the Securities and Exchange
Commission and state securities commissions and (ii) such other services as
the Advisers shall from time to time determine, upon consultation with the
Administrator, to be necessary to useful to the administration of the Trust
and each of the Funds.
(c) As manager of the assets of each Fund, the Adviser shall make
investments for the account of each Fund in accordance with the Adviser's
best judgment and within the investment objectives and restrictions set
forth in the Prospectus, the 1940 Act and the provisions of the Internal
Revenue Code of 1986 relating to regulated investment companies subject to
policy decisions adopted by the Board of Trustees.
(d) The Adviser shall furnish to the Board periodic reports on the
investment performance of each Fund and on the performance of its
obligations under this Contract and shall supply such additional reports
and information as the Trust's officers or Board of Trustees shall
reasonably request.
4
(e) On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of a Fund as well as other customers,
the Adviser, to the extent permitted by applicable law, may aggregate the
securities to be so sold or purchased in order to obtain the best execution
or lower brokerage commissions, if any. The Adviser may also on occasions
purchase or sell a particular security for one or more customers in
different amounts. On either occasion, and to the extent permitted by
applicable law and regulations, allocation of the securities so purchased
or sold, as well as the expenses incurred in the, will be made by the
Adviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to that Fund and to such other customers.
5. The Adviser shall give the Trust the benefit of the Adviser's
best judgment and efforts in rendering services under this Contract. As an
inducement to the Adviser's undertaking to render these services, the Trust
agrees that the Adviser shall not be liable under this Contract for any
mistake in judgment or in any other event whatsoever provided that nothing
in this Contract shall be deemed to protect or purport to protect the
Adviser against any liability to the Trust or its shareholders to which the
adviser would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the Adviser's duties under
this contract or by reason of the Adviser's reckless disregard of its
obligations and duties hereunder.
6. In consideration of the services to be rendered by the Adviser
under this Contract, each Fund shall pay the Adviser a monthly fee on the
first business day of each month based upon the average daily value (as
determined on each business day at the time set forth in the prospectus for
determining the net asset value per share) of the net assets of each Fund
during the preceding month, at annual rates set forth in a Supplement to
this Contract with respect to each Fund. If the fees payable to the
5
Adviser pursuant to this paragraph 6 begin to accrue before the end of any
or if this Contract terminates before the end of any month, the fees for
the period from that date to the end of that month or from the beginning of
that month to the date of termination, as the case may be, shall be
prorated according to the proportion which the period bears to the full
month in which the effectiveness or termination occurs. For purposes of
calculating the monthly fees, the value of the net assets of each Fund
shall be computed in the manner specified in the Prospectus for the
computation of net asset value. For purposes of this Contract, a
``usiness day'' is any day the New York Stock Exchange is open for
trading.
7. If the aggregate expenses of every character incurred by, or
allocated to, each Fund in any fiscal year, other than interest, taxes,
expenses under the Master Distribution Plan, brokerage commissions and
other portfolio transaction expenses, other expenditures which are
capitalized in accordance with generally accepted accounting principles and
any extraordinary expense (including, without limitation, litigation and
indemnification expense), but including the fees payable under this
Contract and the fees payable to the Distributors under the Master
Distribution Plan (`includible expenses''), shall exceed the expense
limitations applicable to that Fund imposed by state securities law or
regulations thereunder, as these limitations may be raised or lowered from
time to time, the Adviser shall pay that Fund an amount equal to 50% of
that excess. With respect to portions of a fiscal year in which this
contract shall be in effect, the foregoing limitations shall be prorated
according to the proportion which that portion of the fiscal year bears to
the full fiscal year. At the end of each month of the Trust's fiscal year,
the Distributors will review the includible expenses accrued during that
fiscal year to the end of the period and shall estimate the contemplated
includible expenses for the balance of that fiscal year. If, as a result
6
of the review and estimation, it appears likely that the includible
expenses will exceed the limitations referred to in this paragraph 7 for a
fiscal year with respect to a Fund, the monthly fees relating to that Fund
payable to the Adviser under this contract for such month shall be reduced,
subject to a later reimbursement to reflect actual expenses, by an amount
equal to 50% of a pro rata portion (prorated on the basis of the remaining
months of the fiscal year, including the month just ended) of the amount by
which the includible expenses for the fiscal year (less an amount equal to
the aggregate of actual reductions made pursuant to this provision with
respect to prior months of the fiscal year) are expected to exceed the
limitations provided in this paragraph 7. For purposes of the foregoing,
the value of the net assets of each Fund shall be computed in the manner
specified in paragraph 6, and any payments required to be made by the
Adviser shall be made once a year promptly after the end of the Trust's
fiscal year.
8. This Contract and any Supplement hereto shall become effective
with respect to a Fund on the date specified in such Supplement and shall
thereafter continue in effect with respect to that Fund for a period of
more than two years from such date only so long as the continuance is
specifically approved at least annually (i) by the vote of a majority of
the outstanding voting securities of the Fund (as defined in the 1940 Act)
or by the Board of Trustees and (ii) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board
of Trustees who are not parties to this Contract or ``nterested persons''
(as defined in the 1940 Act) of any such party.
9. (a) This Contract and any Supplement hereto may be terminated
with respect to a Fund at any time, without the payment of any penalty, by
a vote of a majority of the outstanding voting securities of that Fund (as
defined in the 1940 Act) or by a vote of a majority of the entire Board of
7
Trustees on 60 days' written notice to the Adviser or by the Adviser on 60
days' written notice to the Trust. This Contract shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
(b) Except to the extent necessary to perform the Adviser's
obligations under this Contract, nothing herein shall be deemed to limit or
restrict the right of the Adviser, or any affiliate of the Adviser, or any
employee of the Adviser, to engage in any other business or to devote time
and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any
kind to any other corporation, firm, individual or association.
10. The investment management services of the Adviser to the Trust
under this Contract are not to be deemed exclusive as to the Adviser and
the Adviser will be free to render similar services to others.
11. This Contract shall be construed in accordance with the laws of
the State of Delaware provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act.
12. In the event that the Board of Trustees shall establish one or
more additional investment portfolios, it shall so notify the Adviser in
writing. If the Adviser wishes to render investment advisory services to
such portfolio, it shall so notify the Trust in writing, whereupon such
portfolio shall become a Fund hereunder.
13. The Master Trust Agreement establishing the Trust (the `Master
Trust Agreement'' provides that the name ``FundManager Trust'' refers to
the Trustees under the Master Trust Agreement collectively as Trustees and
not as individuals or personally, and that no shareholder, Trustee,
officer, employee or agent of the Trust shall be subject to claims against
8
or obligations of the Trust to any extent whatsoever, but that the Trust
estate only shall be liable.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours
FUNDMANAGER TRUST
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
9
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
Re: Aggressive Growth Portfolio
This will confirm the agreement between the undersigned (the
`Trust'') and Freedom Capital Management Corporation (the ``Adviser'') as
follows:
1. The Trust is an open-end management investment company organized
as a Delaware business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust
from time to time. A separate class of shares of beneficial interest of
the Trust is offered to investors with respect to each investment
portfolio. Aggressive Growth Portfolio (the `Fund'') is a separate
investment portfolio of the Trust.
2. The Trust and the Adviser have entered in to a Master Investment
Advisory Contract (`Master Advisory Contract'') pursuant to which the
Trust has employed the Adviser to provide investment advisory and other
services specified in the Master Advisory Contract and the Adviser has
accepted such employment. Terms used but not otherwise defined herein
shall have the same meanings assigned to them by the Master Advisory
Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the
Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term `Fund'' as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall with
respect to the Fund pay the Adviser a monthly fee on the first business day
of each month based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding
month at the following annual rates:
Portion of Average Daily
Value of Net Assets of the Fund Fee Rate
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the
`Contract'') shall become effective with respect to the Fund on November
29, 1996 and shall thereafter continue in effect with respect to the Fund
only so long as the continuance is specifically approved at least annually
(a) by the vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by the board of Trustees and (b) by
the vote, cast in person at a meeting called for that purpose, of a
majority of the members of the Board of Trustees who are not parties to
this Contract or `interested persons'' (as defined in the 1940 Act) of any
such party. This Contract may be terminated with respect to the Fund at
any time, without the payment of any penalty, by vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or
by a vote of a majority of the outstanding voting securities of the Fund
(as defined in the 1940 Act) or by a vote of a majority of the members of
the board of Trustees on 60 days' written notice to the Trust. This
Contract shall terminate automatically in the event of its assignment as
defined in the 1940 Act.
If the foregoing correctly sets for the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours
FUNDMANAGER TRUST
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
Re: Growth and Income Portfolio
This will confirm the agreement between the undersigned (the
`Trust'') and Freedom Capital Management Corporation (the ``Adviser'') as
follows:
1. The Trust is an open-end management investment company organized
as a Delaware business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust
from time to time. A separate class of shares of beneficial interest of
the Trust is offered to investors with respect to each investment
portfolio. Aggressive Growth Portfolio (the `Fund'') is a separate
investment portfolio of the Trust.
2. The Trust and the Adviser have entered in to a Master Investment
Advisory Contract (`Master Advisory Contract'') pursuant to which the
Trust has employed the Adviser to provide investment advisory and other
services specified in the Master Advisory Contract and the Adviser has
accepted such employment. Terms used but not otherwise defined herein
shall have the same meanings assigned to them by the Master Advisory
Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the
Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term `Fund'' as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall with
respect to the Fund pay the Adviser a monthly fee on the first business day
of each month based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding
month at the following annual rates:
Portion of Average Daily
Value of Net Assets of the Fund Fee Rate
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the
`Contract'') shall become effective with respect to the Fund on November
29, 1996 and shall thereafter continue in effect with respect to the Fund
only so long as the continuance is specifically approved at least annually
(a) by the vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by the board of Trustees and (b) by
the vote, cast in person at a meeting called for that purpose, of a
majority of the members of the Board of Trustees who are not parties to
this Contract or `interested persons'' (as defined in the 1940 Act) of any
such party. This Contract may be terminated with respect to the Fund at
any time, without the payment of any penalty, by vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or
by a vote of a majority of the outstanding voting securities of the Fund
(as defined in the 1940 Act) or by a vote of a majority of the members of
the board of Trustees on 60 days' written notice to the Trust. This
Contract shall terminate automatically in the event of its assignment as
defined in the 1940 Act.
If the foregoing correctly sets for the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours
FUNDMANAGER TRUST
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
Re: Growth Portfolio
This will confirm the agreement between the undersigned (the
`Trust'') and Freedom Capital Management Corporation (the ``Adviser'') as
follows:
1. The Trust is an open-end management investment company organized
as a Delaware business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust
from time to time. A separate class of shares of beneficial interest of
the Trust is offered to investors with respect to each investment
portfolio. Aggressive Growth Portfolio (the `Fund'') is a separate
investment portfolio of the Trust.
2. The Trust and the Adviser have entered in to a Master Investment
Advisory Contract (`Master Advisory Contract'') pursuant to which the
Trust has employed the Adviser to provide investment advisory and other
services specified in the Master Advisory Contract and the Adviser has
accepted such employment. Terms used but not otherwise defined herein
shall have the same meanings assigned to them by the Master Advisory
Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the
Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term `Fund'' as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall with
respect to the Fund pay the Adviser a monthly fee on the first business day
of each month based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding
month at the following annual rates:
Portion of Average Daily
Value of Net Assets of the Fund Fee Rate
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the
`Contract'') shall become effective with respect to the Fund on November
29, 1996 and shall thereafter continue in effect with respect to the Fund
only so long as the continuance is specifically approved at least annually
(a) by the vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by the board of Trustees and (b) by
the vote, cast in person at a meeting called for that purpose, of a
majority of the members of the Board of Trustees who are not parties to
this Contract or `interested persons'' (as defined in the 1940 Act) of any
such party. This Contract may be terminated with respect to the Fund at
any time, without the payment of any penalty, by vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or
by a vote of a majority of the outstanding voting securities of the Fund
(as defined in the 1940 Act) or by a vote of a majority of the members of
the board of Trustees on 60 days' written notice to the Trust. This
Contract shall terminate automatically in the event of its assignment as
defined in the 1940 Act.
If the foregoing correctly sets for the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours
FUNDMANAGER TRUST
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
Re: Bond Portfolio
This will confirm the agreement between the undersigned (the
`Trust'') and Freedom Capital Management Corporation (the ``Adviser'') as
follows:
1. The Trust is an open-end management investment company organized
as a Delaware business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust
from time to time. A separate class of shares of beneficial interest of
the Trust is offered to investors with respect to each investment
portfolio. Aggressive Growth Portfolio (the `Fund'') is a separate
investment portfolio of the Trust.
2. The Trust and the Adviser have entered in to a Master Investment
Advisory Contract (`Master Advisory Contract'') pursuant to which the
Trust has employed the Adviser to provide investment advisory and other
services specified in the Master Advisory Contract and the Adviser has
accepted such employment. Terms used but not otherwise defined herein
shall have the same meanings assigned to them by the Master Advisory
Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the
Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term `Fund'' as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall with
respect to the Fund pay the Adviser a monthly fee on the first business day
of each month based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding
month at the following annual rates:
Portion of Average Daily
Value of Net Assets of the Fund Fee Rate
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the
`Contract'') shall become effective with respect to the Fund on November
29, 1996 and shall thereafter continue in effect with respect to the Fund
only so long as the continuance is specifically approved at least annually
(a) by the vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by the board of Trustees and (b) by
the vote, cast in person at a meeting called for that purpose, of a
majority of the members of the Board of Trustees who are not parties to
this Contract or `interested persons'' (as defined in the 1940 Act) of any
such party. This Contract may be terminated with respect to the Fund at
any time, without the payment of any penalty, by vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or
by a vote of a majority of the outstanding voting securities of the Fund
(as defined in the 1940 Act) or by a vote of a majority of the members of
the board of Trustees on 60 days' written notice to the Trust. This
Contract shall terminate automatically in the event of its assignment as
defined in the 1940 Act.
If the foregoing correctly sets for the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours
FUNDMANAGER TRUST
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Freedom Capital Management Corporation
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
Re: Managed Total Return Portfolio
This will confirm the agreement between the undersigned (the
`Trust'') and Freedom Capital Management Corporation (the ``Adviser'') as
follows:
1. The Trust is an open-end management investment company organized
as a Delaware business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust
from time to time. A separate class of shares of beneficial interest of
the Trust is offered to investors with respect to each investment
portfolio. Aggressive Growth Portfolio (the `Fund'') is a separate
investment portfolio of the Trust.
2. The Trust and the Adviser have entered in to a Master Investment
Advisory Contract (`Master Advisory Contract'') pursuant to which the
Trust has employed the Adviser to provide investment advisory and other
services specified in the Master Advisory Contract and the Adviser has
accepted such employment. Terms used but not otherwise defined herein
shall have the same meanings assigned to them by the Master Advisory
Contract.
3. As provided in paragraph 1 of the Master Advisory Contract, the
Trust hereby adopts the Master Advisory Contract with respect to the Fund
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Fund, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term `Fund'' as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Master Advisory Contract and
subject to further conditions as set forth therein, the Trust shall with
respect to the Fund pay the Adviser a monthly fee on the first business day
of each month based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding
month at the following annual rates:
Portion of Average Daily
Value of Net Assets of the Fund Fee Rate
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement and the Master Advisory Contract (together, the
`Contract'') shall become effective with respect to the Fund on November
29, 1996 and shall thereafter continue in effect with respect to the Fund
only so long as the continuance is specifically approved at least annually
(a) by the vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by the board of Trustees and (b) by
the vote, cast in person at a meeting called for that purpose, of a
majority of the members of the Board of Trustees who are not parties to
this Contract or `interested persons'' (as defined in the 1940 Act) of any
such party. This Contract may be terminated with respect to the Fund at
any time, without the payment of any penalty, by vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) or
by a vote of a majority of the outstanding voting securities of the Fund
(as defined in the 1940 Act) or by a vote of a majority of the members of
the board of Trustees on 60 days' written notice to the Trust. This
Contract shall terminate automatically in the event of its assignment as
defined in the 1940 Act.
If the foregoing correctly sets for the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours
FUNDMANAGER TRUST
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By:/s/Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title:
