Exhibit (h)(2)(c)
XXXXX XXXXX SPECIAL INVESTMENT TRUST
(on behalf of Xxxxx Xxxxx Institutional Short Term Treasury Fund)
MANAGEMENT AGREEMENT
AGREEMENT made this 19th day of October, 1998, between Xxxxx Xxxxx Special
Investment Trust (the "Trust") on behalf of Xxxxx Xxxxx Institutional Short Term
Treasury Fund (the "Fund"), and Xxxxx Xxxxx Management, a Massachusetts business
trust (the "Manager").
1. Duties of the Manager. The Trust hereby employs the Manager to act as
investment adviser for and to manage the investment and reinvestment of the
assets of the Fund and to administer its affairs, subject to the supervision of
the Trustees of the Trust, for the period and on the terms set forth in this
Agreement.
The Manager hereby accepts such employment, and undertakes to afford to the
Fund the advice and assistance of the Manager's organization in the choice of
investments and in the purchase and sale of securities for the Fund and to
furnish for the use of the Fund office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund
and for administering its affairs and to pay the salaries and fees of all
personnel of the Manager performing services relating to research and investment
activities. The Manager 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 Fund in any way or
otherwise be deemed an agent of the Fund.
The Manager shall provide the Fund with such investment management and
supervision as the Fund may from time to time consider necessary for the proper
supervision of the Fund. As investment Manager to the Fund, the Manager shall
furnish continuously an investment program and shall determine from time to time
what securities and other investments shall be acquired, disposed of or
exchanged and what portion of the Fund's assets shall be held uninvested,
subject always to the applicable restrictions of the Declaration of Trust of the
Trust, By-Laws and registration statement of the Fund under the Investment
Company Act of 1940, all as from time to time amended. Should the Trustees of
the Trust at any time, however, make any specific determination as to investment
policy for the Fund and notify the Manager thereof in writing, the Manager shall
be bound by such determination for the period, if any, specified in such notice
or until similarly notified that such determination has been revoked. The
Manager shall take, on behalf of the Fund, all actions which it deems necessary
or desirable to implement the investment policies of the Fund.
The Manager shall place all orders for the purchase or sale of portfolio
securities for the account of the Fund either directly with the issuer or with
brokers or dealers selected by the Manager, and to that end the Manager is
authorized as the agent of the Fund to give instructions to the custodian of the
Fund as to deliveries of securities and payment of cash for the account of the
Fund. In connection with the selection of such brokers or dealers and the
placing of such orders, the Manager shall use its best efforts to seek to
execute security transactions at prices which are advantageous to the Fund and
(when a disclosed commission is being charged) at reasonably competitive
commission rates. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Manager. The Manager is expressly
authorized to pay any broker or dealer who provides such brokerage and research
services a commission for executing a security transaction which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Manager determines in good faith that such
amount of commission is 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 overall responsibilities which the Manager
and its affiliates have with respect to accounts over which they exercise
investment discretion. Subject to the requirement set forth in the second
sentence of this paragraph, the Manager is authorized to consider, as a factor
in the selection of any broker or dealer with whom purchase or sale orders may
be placed, the fact that such broker or dealer has sold or is selling shares of
the Fund, or of any other series of the Trust, or of other investment companies
sponsored by the Manager.
2. Compensation of the Manager. For the services, payments and facilities
to be furnished hereunder by the Manager, the Manager shall be entitled to
receive from the Fund a monthly fee, computed and accrued daily, in an amount
equal to .35% of average daily net assets per annum.
Such daily compensation shall be paid monthly in arrears on the last
business day of each month. In case of initiation or termination of this
Agreement during any month with respect to the Fund, the compensation for that
month shall be based on the number of calendar days during which it is in
effect. The Manager may, from time to time, waive all or a part of the above
compensation.
3. Allocation of Charges and Expenses. It is understood that the Manager
will pay all of the Fund's ordinary operating expenses. The Fund shall pay (i)
non-recurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to indemnify
its Trustees, officers and shareholders with respect thereto and (ii)
organizational expenses.
4. Limitation of Liability of the Manager. The services of the Manager to
the Fund are not to be deemed to be exclusive, the Manager being free to render
services to others and engage in other business activities. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Manager, the Manager shall
not be subject to liability to the Fund or to any shareholder of the Fund for
any act or omission in the course of, or connected with, rendering services
hereunder or for any losses which may be sustained in the acquisition, holding
or disposition of any security or other investment.
5. Duration and Termination of this Agreement. This Agreement shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect through and including February
28, 2000 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after February 28, 2000 is specifically
approved at least annually (i) by the Board of Trustees of the Trust or by vote
of a majority of the outstanding voting securities of the Fund and (ii) by the
vote of a majority of those Trustees of the Trust who are not interested persons
of the Manager or the Trust cast in person at a meeting called for the purpose
of voting on such approval.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement without the payment of any
penalty, by action of the Trustees of the Trust or trustees of the Manager, as
the case may be, and the Trust may, at any time upon such written notice to the
Manager, terminate this Agreement by vote of a majority of the outstanding
voting securities of the Fund. This Agreement shall terminate automatically in
the event of its assignment.
6. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of the Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
XXXXX XXXXX SPECIAL XXXXX XXXXX MANAGEMENT
INVESTMENT TRUST
(on behalf of Xxxxx Xxxxx
Institutional Short Term
Treasury Fund)
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxx
President Vice President
