Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
MASTER INVESTMENT ADVISORY CONTRACT
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 20, 1998
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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 "Portfolios"). A
separate series of shares of beneficial interest in the Trust is offered to
investors with respect to each Portfolio. The Trust engages in the business of
investing and reinvesting the assets of each Portfolio 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
Portfolios 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 "1940 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Incorporated, Sutro & Co., Incorporated,
Freedom Distributors Corporation and Edgewood Services, Inc. (the
"Distributors"), the Trust has employed the Distributors to act as principal
underwriters for each Portfolio 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 Portfolios
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
custodian (including maintenance of books and accounts and calculation of the
net asset value of shares of the Portfolios), 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 "initial 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 to the Trust investment guidance and
policy direction in connection with the management of the portfolio of each
Portfolio, 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 Portfolio 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 Portfolio's
portfolio shall be invested in securities described by the policies of such
Portfolio 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
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 Portfolios, 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
Portfolios.
(c) As manager of the assets of each Portfolio, the Adviser
shall make investments for the account of each Portfolio 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 Portfolio 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.
(e) On occasions when the Adviser deems the purchase or sale
of a security to be in the best interest of a Portfolio 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 Portfolio 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 Portfolio 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 Portfolio during the
preceding month, at annual rates set forth in a Supplement to this Contract with
respect to each Portfolio. If the fees payable to the Adviser pursuant to this
paragraph 6 begin to accrue before the end of any month 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 Portfolio shall be computed in the manner specified in
the Prospectus for the computation of net asset value. For purposes of this
Contract, a "business 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 Portfolio 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 Portfolio 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 Portfolio 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 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
Portfolio, the monthly fees relating to that Portfolio 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 Portfolio 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 Portfolio on the date specified in such Supplement and shall
thereafter continue in effect with respect to that Portfolio 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 Portfolio (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 "interested 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 Portfolio at any time, without the payment of any penalty, by a
vote of a majority of the outstanding voting securities of that Portfolio (as
defined in the 1940 Act) or by a vote of a majority of the entire Board of
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
Portfolio hereunder.
13. The Master Trust Agreement establishing the Trust (the "Master
Trust Agreement") provides that the name "FundManager Portfolios" 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 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 PORTFOLIOS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 20, 1998
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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 "Portfolio") 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 Portfolio
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Portfolio, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term "Portfolio" as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Portfolio.
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 Portfolio 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 Portfolio during the preceding month at the following
annual rates:
Portion of Average Daily
Value of Net Assets of the Portfolio 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 Portfolio on May 20, 1998
and shall thereafter continue in effect with respect to the Portfolio 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 Portfolio (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 Portfolio at any time, without the payment of any
penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by a vote of a majority of the
outstanding voting securities of the Portfolio (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 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 PORTFOLIOS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
Exhibit (d)(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
MASTER INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
July 19, 1999
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Aggressive Growth Portfolio
Dear Sirs:
Under the Master Investment Advisory Contract between Freedom Capital
Management Corporation (the "Adviser") and FundManager Portfolios (the "Trust"),
dated May 20, 1998, the Adviser agrees to waive its management fee and limit
expenses for the Aggressive Growth Portfolio so that total annual operating
expenses do not exceed 1.60% on the Class A Shares and 2.35% on the Class B
Shares through the period ending November 30, 1999.
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,
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
ACCEPTED:
FUNDMANAGER PORTFOLIOS,
on behalf of Aggressive Growth Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 20, 1998
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Sirs:
Re: Growth with 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. Growth with Income
Portfolio (the "Portfolio") 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 Portfolio
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Portfolio, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term "Portfolio" as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Portfolio.
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 Portfolio 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 Portfolio during the preceding month at the following
annual rates:
Portion of Average Daily
Value of Net Assets of the Portfolio 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 Portfolio on May 20, 1998
and shall thereafter continue in effect with respect to the Portfolio 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 Portfolio (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 Portfolio at any time, without the payment of any
penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by a vote of a majority of the
outstanding voting securities of the Portfolio (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 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 PORTFOLIOS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 20, 1998
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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. Growth Portfolio (the
"Portfolio") 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 Portfolio
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Portfolio, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term "Portfolio" as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Portfolio.
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 Portfolio 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 Portfolio during the preceding month at the following
annual rates:
Portion of Average Daily
Value of Net Assets of the Portfolio 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 Portfolio on May 20, 1998
and shall thereafter continue in effect with respect to the Portfolio 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 Portfolio (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 Portfolio at any time, without the payment of any
penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by a vote of a majority of the
outstanding voting securities of the Portfolio (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 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 PORTFOLIOS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
Exhibit (d)(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
MASTER INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
July 19, 1999
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Growth Portfolio
Dear Sirs:
Under the Master Investment Advisory Contract between Freedom Capital
Management Corporation (the "Adviser") and FundManager Portfolios (the "Trust"),
dated May 20, 1998, the Adviser agrees to waive its management fee and limit
expenses for the Growth Portfolio so that total operating expenses do not exceed
1.50% on the Class A Shares and 2.25% on the Class B Shares through the period
ending November 30, 1999.
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,
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
ACCEPTED:
FUNDMANAGER PORTFOLIOS,
on behalf of Growth Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 20, 1998
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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. Bond Portfolio (the
"Portfolio") 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 Portfolio
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Portfolio, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term "Portfolio" as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Portfolio.
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 Portfolio 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 Portfolio during the preceding month at the following
annual rates:
Portion of Average Daily
Value of Net Assets of the Portfolio 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 Portfolio on May 20, 1998
and shall thereafter continue in effect with respect to the Portfolio 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 Portfolio (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 Portfolio at any time, without the payment of any
penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by a vote of a majority of the
outstanding voting securities of the Portfolio (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 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 PORTFOLIOS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 20, 1998
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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. Managed Total Return
Portfolio (the "Portfolio") 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 Portfolio
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Portfolio, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term "Portfolio" as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Portfolio.
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 Portfolio 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 Portfolio during the preceding month at the following
annual rates:
Portion of Average Daily
Value of Net Assets of the Portfolio 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 Portfolio on May 20, 1998
and shall thereafter continue in effect with respect to the Portfolio 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 Portfolio (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 Portfolio at any time, without the payment of any
penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by a vote of a majority of the
outstanding voting securities of the Portfolio (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 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 PORTFOLIOS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
Exhibit (d)(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
MASTER INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
January 1, 1999
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Managed Total Return Portfolio
Dear Sirs:
Under the Master Investment Advisory Contract between Freedom Capital
Management Corporation (the "Adviser") and FundManager Portfolios (the "Trust"),
dated May 20, 1998, the Adviser agrees to waive its management fee of 0.50% for
Managed Total Return Portfolio until the earlier of September 30, 1999 or the
date this Portfolio's assets exceed $20 million.
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,
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
ACCEPTED:
FUNDMANAGER PORTFOLIOS,
on behalf of Managed Total Return Portfolio
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Exhibit (d)(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
MASTER INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
July 19, 1999
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Managed Total Return Portfolio
Dear Sirs:
Under the Master Investment Advisory Contract between Freedom Capital
Management Corporation (the "Adviser") and FundManager Portfolios (the "Trust"),
dated May 20, 1998, the Adviser agrees to waive its management fee and limit
expenses for the Managed Total Return Portfolio so that total operating expenses
do not exceed 1.91% on the Class A Shares and 2.66% on the Class B Shares
through the period ending November 30, 1999.
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,
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
ACCEPTED:
FUNDMANAGER PORTFOLIOS,
on behalf of Managed Total Return Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
May 20, 1998
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Sirs:
Re: International 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. International Portfolio
(the "Portfolio") 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 Portfolio
and the Adviser hereby acknowledges that the Master Advisory Contract shall
pertain to the Portfolio, the terms and conditions of the Master Advisory
Contract being hereby incorporated herein by reference.
4. The term "Portfolio" as used in the Master Advisory Contract shall,
for purposes of this Supplement, pertain to the Portfolio.
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 Portfolio 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 Portfolio during the preceding month at the following
annual rates:
Portion of Average Daily
Value of Net Assets of the Portfolio Fee Rate
Assets not exceeding $500 million 0.50%
Assets in excess of $500 million 0.40%
6. This Supplement to the Master Advisory Contract (together, the
"Contract") shall become effective with respect to the Portfolio on May 20, 1998
and shall thereafter continue in effect with respect to the Portfolio 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 Portfolio (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 Portfolio at any time, without the payment of any
penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 1940 Act) or by a vote of a majority of the
outstanding voting securities of the Portfolio (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 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 PORTFOLIOS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
ACCEPTED:
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
Exhibit (d)(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
MASTER INVESTMENT ADVISORY CONTRACT
LETTER AGREEMENT
Freedom Capital Management Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
July 19, 1999
FundManager Portfolios
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: International Portfolio
Dear Sirs:
Under the Master Investment Advisory Contract between Freedom Capital
Management Corporation (the "Adviser") and FundManager Portfolios (the "Trust"),
dated May 20, 1998, the Adviser agrees to waive its management fee and limit
expenses for the International Portfolio so that total operating expenses do not
exceed 2.34% on the Class A Shares and 3.09% on the Class B Shares through the
period ending November 30, 1999.
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,
FREEDOM CAPITAL MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
ACCEPTED:
FUNDMANAGER PORTFOLIOS,
on behalf of International Portfolio
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President