EXHIBIT 2(g)
XXXXXX MUNICIPAL OPPORTUNITIES TRUST
MANAGEMENT CONTRACT
Management Contract dated as of May 7, 1993 between XXXXXX MUNICIPAL
OPPORTUNITIES TRUST, a Massachusetts business trust (the "Fund"), and XXXXXX
INVESTMENT MANAGEMENT, 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 MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously an
investment program for the Fund, will determine what investments shall be
purchased, held, sold or exchanged by the Fund and what portion, if any, of the
assets of the Fund shall be held uninvested and shall, on behalf of the 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 Fund and its stated investment objectives, policies and
restrictions, and will use its best efforts to safeguard and promote the welfare
of the Fund 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 Fund 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. Except as otherwise provided in Section 1(d),
the Manager will pay the compensation, if any, of certain officers of the Fund
carrying out the investment management and related duties provided for by this
Contract.
(c) The Manager, at its expense, shall place all orders for the
purchase and sale of portfolio investments for the 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 the 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
the Fund the most favorable price and execution available, the Manager, bearing
in mind the Fund'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 Fund 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 the 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 Manager agrees that in connection
with purchases or sales of portfolio investments for the Fund's account, neither
the Manager nor any officer, director, employee or agent of the Manager shall
act as a principal or receive any commission other than as provided in Section
3.
(d) The Fund will pay or reimburse the Manager for the compensation
in whole or in part of such officers of the Fund and persons assisting them as
may be determined from time to time by the Trustees of the Fund. The Fund will
also pay or reimburse the Manager for all or part of the cost of suitable office
space, utilities, support services and equipment attributable to such officers
and persons, as may be determined in each case by the Trustees of the Fund. The
Fund will pay the fees, if any, of the Trustees of the Fund.
(e) The Manager shall not be obligated to pay any expenses of or for
the 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 Fund 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 Fund. 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 FUND TO THE MANAGER.
The Fund 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 paragraphs (a), (b), (c) and (e) of Section 1, a fee,
computed and paid quarterly at the following annual rate:
(a) 0.50% of the first $500 million of the average net asset value
of the Fund;
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(b) 0.43% of the next $500 million of such average net asset value;
(c) 0.39% of the next $500 million of such average net asset value;
and
(d) 0.35% of any excess over $1.5 billion of such average net asset
value.
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 the last business day of each week, for each week which ends during
such quarter. Such fees shall be payable for each fiscal quarter within 30 days
after the close of such quarter.
The fees payable by the Fund to the Manager pursuant to this Section
3 shall be reduced by any commissions, fees, brokerage or similar payments
received by the Manager or any affiliated person of the Manager in connection
with the purchase and sale of portfolio investments of the Fund, less any direct
expenses approved by the Trustees incurred by the Manager or any affiliate of
the Manager in connection with obtaining such payments.
In the event that expenses of the 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 the 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 the Fund exceed any expense
limitation which the Manager may, by written notice to the Fund, 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 the Fund, to the extent
required by such expense limitation.
In the event that the amount of dividends payable with respect to any
outstanding shares of beneficial interest of the Fund with preference rights
("Preferred Shares") during any period for which regular payments of dividends
or other distributions on such Preferred Shares are payable (each, a "Dividend
Period") plus expenses attributable to such Preferred Shares for such Dividend
Period exceeds the portion of the Fund's net income and net short-term capital
gains (but not long-term capital gains) accruing during such Dividend Period as
a result of the fact that such Preferred Shares were outstanding during such
Dividend Period, then the fee payable to the Manager pursuant to this Section 3
shall be reduced by an amount equal to the product of such excess and a
fraction, the numerator of which shall be the fee otherwise payable to the
Manager pursuant to this Section 3 and the denominator of which shall be the sum
of the fee otherwise payable to the Manager pursuant to this Section 3 and the
administrative services fee otherwise payable to the Manager under the
Administrative Services Contract dated as of ___________, 1993 between the Fund
and the Manager; provided, however, that the amount of such reduction for any
such Dividend Period shall not exceed the amount determined by multiplying (i)
the aggregate liquidation preference of the average number of Preferred Shares
outstanding during the Dividend Period, by (ii) the percentage of the aggregate
net asset value of the Fund which the fee payable to the Manager during such
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Period pursuant to this Section 3 would constitute without giving effect to such
reduction. The amount of such reduction attributable to any Dividend Period
shall reduce the amount of the next quarterly payment of the fee payable
pursuant to this Section 3 following the end of such Dividend Period, and of any
subsequent quarterly or more frequent payments, as may be necessary. The
expenses attributable to Preferred Shares and the portion of the Fund's net
income and net short-term capital gains accruing during any Dividend Period as a
result of the fact that Preferred Shares were outstanding during such Dividend
Period shall be determined by the Trustees of the Fund.
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 unless such amendment be approved at a meeting by the affirmative vote
of a majority of the outstanding shares of the 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 Fund who are not interested persons of the Fund
or of the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by
not more than sixty days' nor less than thirty days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a
majority of the Trustees of the Fund who are not interested persons of the Fund
or of the Manager, by vote cast in person at a meeting called for the purpose of
voting on such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall automatically terminate
at the close of business on ______________, 1994 or the expiration of one year
from the effective date of the last such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 will be
without the payment of any penalty.
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6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a
majority of the outstanding shares of the Fund" means the affirmative vote, at a
duly called and held meeting of shareholders of the Fund, (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 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 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 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 Fund or to
any shareholder of the Fund for any act or omission in the course of, or
connected with, rendering services hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund 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 Fund 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 Fund but are binding only upon the assets and property of
the Fund.
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IN WITNESS WHEREOF, XXXXXX MUNICIPAL OPPORTUNITIES TRUST and
XXXXXX INVESTMENT MANAGEMENT, INC. have each caused this instrument to be
signed in duplicate in its behalf by its President or Vice President thereunto
duly authorized, all as of the day and year first above written.
XXXXXX MUNICIPAL OPPORTUNITIES
TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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XXXXXX INVESTMENT MANAGEMENT,
INC.
By: /s/ Xxxxxx X. Silver
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