SCHRODER SERIES TRUST
MANAGEMENT CONTRACT
This Management Contract (the "Contract") dated as of July __, 2005 is
between SCHRODER SERIES TRUST, a Massachusetts business trust (the "Trust"), on
behalf of its constituent series listed in Appendix A to this Contract (each, a
"Fund"), and XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware
corporation (the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY THE MANAGER TO THE FUNDS.
(a) The Manager, at its expense, will furnish continuously an investment
program for each Fund, will determine what investments shall be purchased, held,
sold, or exchanged by each of the Funds and what portion, if any, of the assets
of a Fund shall be held uninvested and shall, on behalf of each Fund, make
changes in the Fund's investments. In the performance of its duties, the Manager
will comply with the provisions of the Agreement and Declaration of Trust and
Bylaws of the Trust and each Fund's stated investment objectives, policies, and
restrictions, and will use its best efforts to safeguard and promote the welfare
of the Trust and to comply with other policies which the Trustees may from time
to time determine and shall exercise the same care and diligence expected of the
Trustees.
(b) The Manager, at its expense, except as such expense is paid by the
Trust as provided in Section 1(d), will furnish all necessary investment and
related management facilities, including salaries of personnel, required for it
to execute its duties faithfully. The Manager will pay the compensation, if any,
of certain officers of the Trust carrying out the investment management and
related duties provided for by this Contract.
(c) The Manager shall place all orders for the purchase and sale of
portfolio investments for each Fund's account with brokers or dealers selected
by the Manager. In the selection of such brokers or dealers and the placing of
such orders, the Manager shall use its best efforts to obtain for each Fund the
most favorable price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain for a Fund the
most favorable price and execution available, the Manager, bearing in mind the
Trust's best interests at all times, shall consider all factors it deems
relevant, including, by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, the
timing of the transaction taking into account
market prices and trends, the reputation, experience, and financial stability of
the broker or dealer involved, and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the Trustees of the
Trust may determine, the Manager shall not be deemed to have acted unlawfully or
to have breached any duty created by this Contract or otherwise solely by reason
of its having caused a Fund to pay a broker or dealer that provides brokerage
and research services to the Manager an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission that
another broker or dealer would have charged for effecting that transaction, if
the Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the Manager's overall responsibilities with respect to the Fund
and to other clients of the Manager as to which the Manager exercises investment
discretion. The Trust hereby agrees with the Manager that any entity or person
associated with the Manager which is a member of a national securities exchange
is authorized to effect any transaction on such exchange for the account of the
Trust and any Fund which is permitted by Section 11(a) of the Securities
Exchange Act of 1934, as amended.
(d) The Manager shall not be obligated to pay any expenses of or for the
Trust or any Fund not expressly assumed by the Manager pursuant to this Section
1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers, and
employees of the Trust may be a shareholder, director, officer, or employee of,
or be otherwise interested in, the Manager, and in any person controlled by or
under common control with the Manager, and that the Manager and any person
controlled by or under common control with the Manager may have an interest in
the Trust. It is also understood that the Manager and any person controlled by
or under common control with the Manager have and may have advisory, management,
service, or other contracts with other organizations and persons, and may have
other interests and business.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Trust will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to Section 1, fees in respect of each of the Funds,
computed and paid quarterly at the annual rate of 0.75% of each Fund's average
net asset value of the first $250 million of the net assets of the Fund during
the preceding quarter; 0.65% of the next $250 million of average daily net
assets; and 0.60% of average daily net assets in excess of $500 million.
Such average net asset value shall be determined by taking an average of
all of the determinations of such net asset value during such quarter at the
close of business on each business day during such quarter in which this
Contract is in effect. Such fees shall be payable for each fiscal quarter within
30 days after the close of such quarter and shall
commence accruing as of the date of the initial issuance of shares of each Fund
to the public.
In the event that expenses of any Fund for any fiscal year should exceed
the expense limitation on investment company expenses imposed by any statute or
regulatory authority of any jurisdiction in which shares of that Fund are
qualified for offer or sale, the compensation due the Manager for such fiscal
year shall be reduced by the amount of such excess by a reduction or refund
thereof. In the event that the expenses of any Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be effective subject to such terms and conditions as the Manager may
prescribe in such notice, the compensation due the Manager shall be reduced,
and, if necessary, the Manager shall assume expenses of that Fund, to the extent
required by such expense limitation.
If the Manager shall serve for less than the whole of a quarter, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
with respect to a Fund unless such amendment is approved at a meeting by the
affirmative vote of a majority of the outstanding shares of the affected Fund,
and by the vote, cast in person at a meeting called for the purpose of voting on
such approval, of a majority of the Trustees of the Trust who are not interested
persons of the Trust or of the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
(a) This Contract shall become effective with respect to a Fund immediately
upon its approval by the affirmative vote of a majority of the outstanding
shares of that Fund.
(b) This Contract shall remain in effect with respect to a Fund for a
period of two years from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to such Fund; provided that such continuance is
specifically approved at least annually (i) by the Trustees or (ii) by the
affirmative vote of a majority of the outstanding shares of the Fund, and, in
either case, by a majority of the Trustees who are not parties to this Contract
or interested persons of any such party (other than as Trustees of the Trust);
provided further, however, that if this Contract or the continuation of this
Contract is not approved as to a Fund, the Manager may continue to render to
that Fund the services described herein in the manner and to the extent
permitted by the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.
(c) This Contract may be terminated with respect to a Fund at any time (i)
by the Trustees or by the affirmative vote of a majority of the outstanding
shares of a Fund on 60 days' written notice to the Manager or (ii) by the
Manager on 60 days' written notice to the Trust. This Contract shall terminate
automatically upon its assignment, as provided in Section 4.
Termination of this Contact pursuant to this Section 5 will be without the
payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of a Fund means the affirmative vote, at a duly called
and held meeting of such shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person", and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940, as amended, and the rules
and regulations thereunder; and the term "brokerage and research services" shall
have the meaning given in the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.
7. NON-LIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith, or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust or to
any shareholder of the Trust for any act or omission in the course of, or
connected with, rendering services hereunder.
8. NOTICE.
Any notice or other communication required to be given pursuant to this
Contract shall be in writing and sent by first-class mail or facsimile
transmission, and shall be effective upon receipt. Notices and communications
shall be given, if to the Trust, at:
Schroder Series Trust
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxxx X. Xxxxxxxx, Esq.
and if to the Manager, at:
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxxxx X. Xxxxx
9. MISCELLANEOUS.
(a) This Contract shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
(b) If any part, term or provision of this Contract is held to be illegal,
in conflict with any law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Contract
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) Section headings in this Contract are included for convenience only and
are not to be used to construe or interpret this Contract.
(d) This Contract may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees, officers, or shareholders
of the Trust but are binding only upon the assets and property of the Trust.
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IN WITNESS WHEREOF, SCHRODER SERIES TRUST and XXXXXXXX INVESTMENT
MANAGEMENT NORTH AMERICA INC. have each caused this instrument to be signed as
of the date first set forth above.
SCHRODER SERIES TRUST
on behalf of the Funds listed in Appendix A
hereto
By:
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Name: Xxxx X. Xxxxxxxx
Title: President
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By:
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Name:
Title:
APPENDIX A
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Funds of the Trust subject to this Contract
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Schroder U.S. Small and Mid Cap Opportunities Fund
