Exhibit (d)(2)
Portfolio Management Contract
[Insert Money Manager's Name]
and
▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company
Effective Date:
Termination Date: April 30, _____
PORTFOLIO MANAGEMENT CONTRACT
Dated ________________________________, _____.
Between:
▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company ("FRIMCo"), as fiduciary for ▇▇▇▇▇
▇▇▇▇▇▇▇ Investment Company ("FRIC") and ▇▇▇▇▇▇▇ Investment Funds ("RIF")
(collectively referred to herein as the "Investment Company"); and
____________________________ ("Money Manager").
WHEREAS, ▇▇▇▇▇▇ acts as the advisor and administrator of FRIC pursuant to the
terms of an Advisory Agreement and an Administrative Agreement. ▇▇▇▇▇▇ acts as
the manager of RIF pursuant to the terms of a Management Agreement. FRIMCo is an
"investment adviser" to the Investment Company as defined in Section 2(a)(20) of
the Investment Company Act of 1940 (the "Act"). Investment Company, a
Massachusetts business trust, is a diversified open-end management investment
company registered as an investment company under the Act and is subject to the
rules and regulations promulgated thereunder (the "Rules"). The Investment
Company is a "series" company. The Investment Company issues shares evidencing
beneficial interests in separate investment portfolios, each with different
investment objectives and policies (individually, a "Fund" and collectively, the
"Funds").
WHEREAS, FRIMCo is responsible for the day-to-day management and administration
of the Investment Company and for the coordination of investment of each Fund's
assets in portfolio securities. However, specific portfolio purchases and sales
for each Fund's investment portfolio, or a portion thereof, are to be made by
portfolio management organizations selected and appointed by ▇▇▇▇▇▇, subject to
the pre-approval of the Board of Trustees of the Investment Company (the
"Board").
Now, therefore, in consideration of the foregoing and of the mutual
covenants contained herein, the parties agree as follows:
1. Appointment as a Money Manager. FRIMCo, being duly authorized, hereby
appoints and employs Money Manager as a discretionary money manager to the
Fund(s) of FRIC and/or RIF as designated on Exhibit A, on the terms and
conditions set forth herein, for those assets of the Fund(s) which FRIMCo, as a
fiduciary for Investment Company, determines to assign to Money Manager (those
assets being referred to for the Fund(s) individually and collectively as the
"Fund Account"). This appointment and employment shall not apply to FRIC or RIF
if Exhibit A designates that this Agreement is not applicable to either FRIC or
RIF.
2. Acceptance of Appointment. Money Manager accepts the appointment as a
discretionary money manager and agrees to manage the Fund Account in accordance
with the terms and conditions of this Contract.
3. Standard of Performance. The Money Manager shall exercise all due
diligence and vigilance in carrying out its functions, powers and duties under
this Contract including the degree of care, diligence and skill that a
reasonably prudent manager would exercise under the circumstances.
4. Portfolio Management Services of Money Manager.
(a) Money Manager is hereby employed and authorized to select portfolio
securities for investment by the Fund Account, to determine to purchase
and sell securities of the Fund Account, and upon making any purchase or
sale decision, to place orders for the execution of such portfolio
transactions in accordance with this Contract, including Exhibit B
hereto (as amended from time to time).
(b) In providing portfolio management services to and in exercising any
investment discretion for the Fund Account, Money Manager shall be
subject to and shall comply with:
(i) the Act, the Rules and any other requirement of state or federal
laws including the rules, regulations and policy statements
approved or issued by the Securities and Exchange Commission
thereunder and all applicable securities laws in the jurisdiction
where the Money Manager is located or in which the Fund Account
invests, as amended from time to time (collectively, "Relevant
Law");
(ii) the Investment Guidelines (as defined in Section 5) of the Fund
Account furnished pursuant to Section 5,
(iii) this Contract,
(iv) the investment restrictions, objectives, strategies and policies
set forth in the then current prospectus and statement of
additional information of the Fund(s), as amended from time to
time (the "Disclosure Documents"),
(v) the supervision and control of the Board,
(vi) such specific instructions as the Board or FRIMCo may adopt and
communicate to Money Manager, and
(vii) any other instructions from FRIMCo.
Money Manager shall immediately notify FRIMCo if it is unable to comply
with any of the foregoing.
(c) Money Manager shall monitor its compliance with the Investment
Guidelines and the Disclosure Documents at all times and shall report to
FRIMCo immediately any transactions or holdings that may be in violation
of the Investment Guidelines or the Disclosure Documents. Money Manager
shall have the sole obligation to correct any violation of the
Investment Guidelines and shall reimburse FRIMCo, the Fund(s) or Fund
Account for any and all losses, costs or damages resulting from such
violation if such violation was due to the negligence of the Money
Manager.
(d) If for any reason which is beyond the control of the Money Manager,
including market movements, contributions to or withdrawals from the
Fund Account or a change in the nature of any investment (whether
through change in business activity or credit rating), the Fund Account
ceases to comply with the Investment Guidelines or the Disclosure
Documents, then the Money Manager must promptly remedy the
non-compliance.
(e) FRIMCo may, at any time, instruct Money Manager in the performance of
Money Manager's functions. Money Manager is not required to act on any
instructions which it knows would violate Relevant Law, provided it
advises FRIMCo in writing and provides reasonable detail regarding the
reason(s) for noncompliance.
(f) At FRIMCo's reasonable request, Money Manager will consult with ▇▇▇▇▇▇,
with respect to any decision made by it with respect to the investments
of the Fund Account.
(g) FRIMCo, in its sole discretion, may authorize a withdrawal from the Fund
Account in cash or in assets of the Fund Account. Money Manager must use
reasonable endeavors to satisfy such instruction promptly.
(h) FRIMCo must advise Money Manager of any additional money made available
for investment and management pursuant to this Contract, prior to
transfer into the Fund Account's account at the Custodian.
(i) Money Manager shall not consult with any other money manager acting as a
sub-advisor to the Investment Company concerning transactions of the
Fund in securities or other assets in the Fund Account managed by Money
Manager other than for purposes of complying with the conditions of
paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.
5. Investment Objectives, Policies and Restrictions. FRIMCo shall
provide Money Manager with a statement of the investment objectives and policies
of the Fund Account and any specific investment restrictions applicable thereto,
as amended from time to time (the "Investment Guidelines") and with the
Disclosure Documents. FRIMCo retains the right, on written notice to Money
Manager from FRIMCo, to modify the Investment Guidelines in any manner at any
time and Money Manager shall comply with the amended Investment Guidelines in
accordance with the timelines established for such change. The Investment
Guidelines, as amended from time to time, are hereby incorporated into this
Contract.
6. Transaction Procedures.
(a) All transactions in the assets of the Fund Account will be consummated
by payment to or delivery by State Street Bank & Trust Company (State
Street or any successor custodian identified in writing by FRIMCo to
Money Manager, the "Custodian"), or such depositories, or agents, as may
be designated by the Custodian, as custodian for the Investment Company,
of all cash and/or securities due to or from the Fund Account. Money
Manager shall not have possession or custody of any assets of the Fund
Account.
(b) Money Manager shall advise Custodian and confirm in writing to FRIMCo
all investment orders for the Fund Account placed by it with brokers and
dealers at the time and in the manner and as set forth in Exhibit B
hereto (as amended from time to time) and shall reconcile its Fund
Account records to the month end statements from the Custodian within
the later of ten (10) business days following month end or three (3)
business days after receipt and resolve any differences with the
Custodian. Money Manager will provide copies of these monthly
reconciliations to FRIMCo if requested.
(c) FRIMCo shall cause the Investment Company to issue to the Custodian such
instructions as may be appropriate in connection with the settlement of
any transaction initiated by Money Manager. Investment Company shall be
responsible for all custodial arrangements and the payment of all
custodial charges and fees, and upon giving proper instructions to the
Custodian, Money Manager shall have no responsibility or liability with
respect to custodial arrangements or the acts, omissions or other
conduct of the Custodian.
7. Brokerage. Subject to the provisions of this Section 7 and any
restrictions described in Section 4, Money Manager shall have authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by Money Manager, and for the selection of the markets on/in which the
transaction will be executed.
(a) In doing so, the Money Manager's primary objective shall be to seek to
select a broker-dealer that can be expected to obtain the best net price
and execution for the Investment Company. However, this responsibility
shall not be deemed to obligate the Money Manager to solicit competitive
bids for each transaction; and Money Manager shall have no obligation to
seek the lowest available commission cost to Investment Company, so long
as Money Manager believes in good faith, based upon its knowledge of the
capabilities of the firm selected, that the broker or dealer can be
expected to obtain the best price on a particular transaction and that
the commission cost is reasonable in relation to the total quality and
reliability of the brokerage and research services made available by the
broker to Money Manager viewed in terms of either that particular
transaction or of Money Manager's overall responsibilities with respect
to its clients, including the Investment Company, as to which Money
Manager exercises investment discretion, notwithstanding that Investment
Company may not be the direct or exclusive beneficiary of any such
services or that another broker may be willing to charge Investment
Company a lower commission on the particular transaction.
(b) FRIMCo shall retain the right to request that transactions giving rise
to brokerage commissions, in an amount to be agreed upon by FRIMCo and
Money Manager, shall be executed by brokers and dealers which provide
brokerage or research services to FRIMCo, or as to which an ongoing
relationship will be of value to FRIMCo in its management of the
Fund(s), which services and relationship may, but need not, be of direct
benefit to the Fund Account, so long as (i) Money Manager believes in
good faith, based upon its knowledge of the capabilities of the firm
selected, that the broker or dealer can be expected to obtain the best
price on a particular transaction and (ii) FRIMCo determines that the
commission cost is reasonable in relation to the total quality and
reliability of the brokerage and research services made available to
FRIMCo for the benefit of its clients for which it exercises investment
discretion, notwithstanding that the Fund Account may not be the direct
or exclusive beneficiary of any such service or that another broker may
be willing to charge a lower commission on the particular transaction.
(c) Money Manager agrees that it will not execute any portfolio transactions
with a broker or dealer which is an "affiliated person" (as defined in
the Act) of the Money Manager or FRIMCo without the prior written
approval of the Investment Company. ▇▇▇▇▇▇ agrees that it will provide
Money Manager with a list of brokers and dealers that are "affiliated
persons" of FRIMCo.
(d) On occasions when the Money Manager deems the purchase or sale of a
security or futures contract to be in the best interest of the
Investment Company as well as other advisory clients of the Money
Manager, the Money Manager, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities or futures contracts to be sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities or
futures contracts so purchased or sold, as well as the expenses incurred
in the transaction, will be made by the Money Manager in the manner the
Money Manager considers to be the most equitable and consistent with its
fiduciary obligations to the Investment Company and to such other
clients.
(e) Money Manager may execute all documents and agreements with brokers and
dealers for the purposes of managing the Fund Accounts provided that:
(i) the Money Manager does not contravene the Investment Guidelines or
Disclosure Documents, and (ii) should the Money Manager aggregate
transactions of the Fund Account with other client accounts managed by
the Money Manager, any liability or amounts due from other client
accounts will not be attributable or chargeable to the Fund Account.
(f) As used in this Section 7, "brokerage and research services" shall have
the meaning defined in Section 28(e)(3) of the Securities Exchange Act
of 1934.
8. Exercise of Voting Rights. Unless FRIMCo gives written instructions
to the contrary, Money Manager shall not vote any proxies solicited by or with
respect to the issuers of securities in which assets of the Fund Account may be
invested and will promptly forward any proxies it may receive as directed by
▇▇▇▇▇▇. If FRIMCo expressly directs Money Manager in writing to vote a proxy in
Money Manager's discretion, Money Manager shall vote such proxies solely in the
best interests of the Investment Company's shareholders and in accordance with
applicable state and federal law, statutes, rules and regulations governing the
voting of proxies by registered investment advisers, investment companies and
fiduciaries. If Money Manager requests that FRIMCo vote a proxy in a specified
manner, such request by Money Manager, which shall not be binding upon FRIMCo,
shall be made solely in accordance with the foregoing standards applicable to
Money Manager's discretionary voting of proxies. Each such request shall be
accompanied by information satisfactory to FRIMCo explaining the requested vote
which information shall set forth any interest, direct or indirect, of Money
Manager in the outcome of the vote. In connection with each such request, Money
Manager shall be deemed to have made a representation to FRIMCo and the
Investment Company that such request has been made in compliance with this
Section 8 and that all information provided in connection with such request is
accurate and complete in all material respects.
9. Reports and Records.
(a) Money Manager shall:
(i) maintain on behalf of the Investment Company the records
listed in Exhibit C hereto (as amended from time to time),
(ii) provide, upon request, information which is complete and
accurate in all material respects to the extent the necessary
information is within the reasonable control of Money
Manager, as to the making of, and return on, the investments
in the Fund Account and as is necessary to enable FRIMCo to
assess the capability of the Money Manager to manage the
investments of the Fund Account, and otherwise to comply with
Relevant Law,
(iii) keep the Fund Account under review and confer with FRIMCo as
FRIMCo may reasonably request regarding the investment and
management of the Fund Account,
(iv) provide FRIMCo with such periodic reports concerning the
status of the Fund Account as FRIMCo may from time to time
reasonably request,
(v) With the consent of FRIMCo, or as required by law upon notice
to FRIMCo, give any information and assistance and make
available any records relating to the Fund Account reasonably
required by the auditors of the Fund, or to any other
governmental or regulatory authority or as required by law or
any court of competent jurisdiction.
(vi) Promptly provide to FRIMCo any other information required by
Investment Company to fulfill Investment Company's obligation
under its Master Trust Agreement or any Relevant Law and
complete returns to regulatory authorities, including
taxation authorities, and, if requested by ▇▇▇▇▇▇, promptly
provide the information required by FRIMCo and/or Investment
Company to fulfill its obligations.
(vii) Provide access to, and a copy of, the accounts and other
records relating to the Fund Account whenever reasonably
requested by FRIMCo to any person duly authorized by ▇▇▇▇▇▇.
(viii) within ten (10) business days of each calendar quarter end,
Money Manager's compliance officer shall complete and deliver
a compliance questionnaire to FRIMCo, certifying that no
material breaches of policy or procedures have occurred in
relation to the Fund Account.
(b) FRIMCo shall provide Money Manager with such periodic reports
concerning the status of the Fund Account as Money Manager
may from time to time reasonably request.
10. Fees for Services. The compensation of Money Manager for its
services under this Contract shall be calculated and paid by ▇▇▇▇▇▇, acting as a
fiduciary for Investment Company, in accordance with the attached Exhibit D
(which may include multiple exhibits covering different fee schedules for
different Funds, as agreed between the parties from time to time). To the extent
that the Investment Company, as principal, has discharged or been relieved of,
its duty to pay over to FRIMCo, by reason of its payment of FRIMCo, in its
capacity as a fiduciary for Investment Company, any or all amounts payable to
the Money Manager, the Money Manager agrees to look solely to FRIMCo for payment
of amounts payable to Money Manager hereunder. Money Manager ▇▇▇▇▇▇ agrees to
contact the Secretary of the Investment Company if payment is not received from
FRIMCo. Money Manager shall account to FRIMCo for any monetary benefit, fee or
commission received by it or any affiliate in relation to the investment of the
Fund Account.
11. Other Investment Activities of Money Manager. FRIMCo acknowledges
that Money Manager, or one or more of its affiliates, may have investment
responsibilities or render investment advice to, or perform other investment
advisory services for, other individuals or entities ("Affiliated Accounts").
Subject to the provisions of Section 3 hereof, ▇▇▇▇▇▇ agrees that Money Manager
or its affiliates may give advice or exercise investment responsibility and take
such other action with respect to other Affiliated Accounts which may differ
from advice given or the timing or nature of action taken with respect to the
Fund Account, provided that Money Manager acts in good faith, and provided,
further, that it is Money Manager's policy to allocate, within its reasonable
discretion, investment opportunities to the Fund Account over a period of time
on a fair and equitable basis relative to the Affiliated Accounts, taking into
account the investment objectives and policies of the Fund Account and any
specific investment restrictions applicable thereto. FRIMCo acknowledges that
one or more of the Affiliated Accounts may at any time hold, acquire, increase,
decrease, dispose of or otherwise deal with positions in investments in which
the Fund Account may have an interest from time to time, whether in transactions
which may involve the Fund Account or otherwise. Money Manager shall have no
obligation to acquire for the Fund Account a position in any investment which
any Affiliated Account may acquire, and FRIMCo shall have no first refusal,
coinvestment or other rights in respect of any such investment, either for the
Fund Account or otherwise.
12. Certificate of Authority. From time to time, each party shall
provide to the other and/or to a third party as directed by the other party a
certified list of officers and employees who are authorized to act on its behalf
(the "Authorized Persons"). Each party may rely on any instruction that it
reasonably believes to have been given by an Authorized Person. Exhibit G sets
forth those persons who are authorized to (a) execute this Contract and any
amendments to the Contract and (b) amend the Investment Guidelines. Each party
may amend its list of Authorized Persons upon written notice to the other party.
13. Limitation of Liability. Money Manager shall not be liable for any
action taken, omitted or suffered to be taken by it in its reasonable judgment,
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Contract, or in accordance with (or
in the absence of) specific directions or instructions from FRIMCo; provided,
however, that such acts or omissions shall not have resulted from Money
Manager's willful misfeasance, bad faith or negligence, violation of the
standard of care established by and applicable to Money Manager in its actions
under this Contract, or breach of its duty or of its obligations hereunder.
Notwithstanding the forgoing, federal and state securities laws (and ERISA if
applicable) impose liability under certain circumstances on persons who act in
good faith, and therefore nothing herein shall in any way constitute a waiver or
limitation of any rights which Investment Company and/or FRIMCo may have under
federal or state securities laws of the United States of America or under any
other applicable law (including ERISA if applicable).
14. Confidentiality. Subject to the right of each Money Manager and
FRIMCo to comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction over it, the parties hereto shall treat as
confidential all information pertaining to the Fund Account and the actions of
each Money Manager and FRIMCo in respect thereof.
15. Assignment. No assignment, as that term is defined in Section
2(a)(4) of the Act, of this Contract shall be made by Money Manager, and this
Contract shall terminate automatically in the event that it is assigned. Money
Manager shall notify FRIMCo in writing sufficiently in advance of any proposed
change of control, as defined in Section 2(a)(9) of the Act, as will enable
FRIMCo to: (a) consider whether an assignment as defined in Section 2(a)(4) of
the Act will occur, (b) take the steps necessary to enter into a new Contract
with Money Manager and (c) create, file and deliver a supplement to its
Disclosure Documents. Money Manager agrees to bear the reasonable expenses of
supplementing the Disclosure Documents and any marketing or other materials and
of notifying Fund(s) shareholders and regulators of any such assignment by Money
Manager or change in control of Money Manager as FRIMCo reasonably deems
necessary.
16. Representations, Warranties and Agreements of FRIMCo. FRIMCo
represents, warrants and agrees that:
(a) Money Manager has been duly appointed by the Investment Company Board to
provide investment services to the Fund Account as contemplated hereby.
(b) ▇▇▇▇▇▇ will deliver to Money Manager a true and complete copy of
Investment Company's current Disclosure Documents as effective from time
to time, such other documents or instruments governing the investments
of Fund Account, and such other information as is necessary for Money
Manager to carry out its obligations under this Contract.
(c) The organization of FRIMCo and the conduct of the business of the
Fund(s) and the Fund Account as contemplated by this Contract, complies,
and shall at all times comply, with the requirements imposed upon the
Investment Company by applicable law.
(d) It or the Investment Company may be subject to the provisions of the
▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Act, the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, and regulations promulgated under each of those Acts, and
that it and the Investment Company has compliance procedures in place
which are reasonably designed to ensure compliance with all applicable
requirements related thereto.
17. Representations, Warranties and Agreements of Money Manager. Money
Manager represents, warrants and agrees that:
(a) Money Manager is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act") or an "insurance
company" as defined in Section 202(a)(12) of the Advisers Act.
(b) Money Manager will maintain, keep current and preserve on behalf of the
Investment Company, in the manner required or permitted by the Act, the
records identified in Exhibit C. Money Manager agrees that such records
(other than those required by No. 4 of Exhibit C) are the property of
the Investment Company, and will be surrendered to the Investment
Company promptly upon request.
(c) Money Manager has adopted, maintains and enforces a written code of
ethics complying with the requirements of Rule 17j-1 under the Act, will
provide to FRIMCo a copy of the code of ethics and evidence of its
adoption, and will make such reports to FRIMCo as required by Rule 17j-1
under the Act.
(d) If Money Manager is a partnership, Money Manager will notify FRIMCo of
any changes in the membership of its partnership within a reasonable
time after such change.
(e) It is not currently the subject of, and has not been the subject of
during the last three years, any enforcement action by a regulator.
(f) It maintains insurance coverage in an appropriate amount and shall upon
request provide to FRIMCo any information it may reasonably require
concerning the amount of or scope of such insurance.
(g) Money Manager is not, except as set forth in Exhibit F hereto, and will
not become a party to any non-compete agreement or any other agreement,
arrangement, or understanding that would restrict, limit, or otherwise
interfere with the ability of FRIMCo or any of its affiliates to employ
or engage any person or organization, now or in the future, to manage
the Fund Account, any other Investment Company assets, or any other
assets managed by FRIMCo or any of its affiliates.
(h) It may be subject to the provisions of the ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Act, the
Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, and
regulations promulgated under each of those Acts, and that it has
compliance procedures in place which are reasonably designed to ensure
compliance with all applicable requirements related thereto.
18. Amendment. This Contract may be amended at any time, but only by
written agreement between Money Manager and FRIMCo, which amendment, other than
amendments to Exhibits B and C, must be approved by the Board in the manner
required by the Act. The Investment Guidelines may be amended by specific
written instruction from an Authorized Person of FRIMCo to the Money Manager.
19. Effective Date; Term. This Contract shall become effective for the
Fund(s) on the effective date set forth on the cover page of this Contract, and
shall continue in effect until the termination date set forth on the cover page
of this Contract. Thereafter, the Contract shall continue in effect for
successive annual periods only so long as its continuance has been specifically
approved at least annually by the Board in the manner required by the Act.
20. Termination.
(a) This Contract may be terminated without the payment of any penalty (i)
at any time by FRIMCo or the Investment Company upon written notice to
the Money Manager, and (ii) by Money Manager upon thirty (30) days
written notice to ▇▇▇▇▇▇.
(b) Termination of this Contract does not affect any:
(i) Transactions properly entered into prior to termination;
(ii) Claims by Money Manager in respect of accrued management fees and
expenses incurred in respect of the period prior to termination;
or
(iii) Other claims which either party may have against the other.
(c) Promptly after any written notice of any termination of this Contract,
Money Manager shall:
(i) Notify FRIMCo and the Custodian of any transactions that remain
unsettled as of the termination date;
(ii) Notify FRIMCo and the Custodian of any fees, charges and expenses
due Money Manager through the termination date;
(iii) Deliver to FRIMCo (or as FRIMCo directs) copies of all records
which may be reasonably required by ▇▇▇▇▇▇ in respect of the Fund
Account; and
(iv) Provide FRIMCo with a report on the Fund Account as of the
termination date, including all transactions in the Fund Account
since the last report.
FRIMCo will take all reasonable steps to facilitate the transfer of the
Fund Account from Money Manager.
21. Applicable Law. To the extent that state law shall not have been
preempted by the provisions of any laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Contract
shall be administered, construed, and enforced according to the laws of the
State of Washington excluding the laws relating to conflicts of laws.
22. No Waiver. No failure to exercise and no delay in exercising any
right, power or remedy under this Contract will operate as a waiver. Nor will
any single or partial exercise of any right, power or remedy preclude any other
or further exercise of that or any other right, power or remedy.
23. Entire Agreement. This Contract contains the entire agreement
between the parties with respect to its subject matter. It supersedes all
earlier conduct by the parties or prior agreement between the parties with
respect to its subject matter.
24. Severance. Any provision of this Contract that is prohibited or
unenforceable in any jurisdiction will be ineffective in that jurisdiction to
the extent of the prohibition or unenforceability. That will not invalidate the
remaining provisions of this Contract nor affect the validity or enforceability
of that provision in any other jurisdiction.
25. Counterparts. This Contract may be executed in any number of
counterparts. All counterparts taken together will be deemed to constitute one
document.
26. Notices.
(a) The Money Manager shall (i) notify FRIMCo immediately of any instruction
given to it pursuant to the terms of this Contract (including the
Investment Guidelines) or of any Relevant Law which has not been
complied with; (ii) notify FRIMCo immediately of any event having a
significant adverse effect on the financial position of the Fund
Account, with such particulars as FRIMCo may reasonably require; and
(iii) notify FRIMCo immediately if Money Manager is, or if Money Manager
is of the opinion that it may soon be, in breach of any of the
representations, warranties or agreements set out in this Contract.
(b) Any notice given under this Contract shall be in writing and shall be
sent to the address or facsimile number as set out in Exhibit H or to
any other address or facsimile number that either party may specify in
writing to the other. A notice shall be deemed to have been delivered:
(i) in the case of delivery in person or by post or by reputable courier
service, when delivered, received or left at the party's address; and
(ii) in the case of delivery by facsimile, on production of a
transmission report by the machine from which the facsimile was sent
which indicates that the facsimile was sent in its entirety to the
number of the recipient.
If delivery or receipt occurs on a day which is not a business day or is later
than 4:00 p.m. (local time) it shall be taken to have been duly given at the
commencement of the next business day.
27. Notice of Liability Letter. Money Manager will notify, in writing,
any organization with whom it places orders for the execution of Investment
Company portfolio transactions that the organization will be: (i) executing
portfolio transactions of a Massachusetts business trust; and (ii) that the
Investment Company's Amended and Restated Master Trust Agreement contains an
express disclaimer of shareholder, officer or Trustee liability for acts or
obligations of the Investment Company and requires that all obligations of the
Investment Company be satisfied out of its assets. Mailing a notice
substantially similar to Exhibit E will be deemed to be compliance with this
Section 27.
28. Master Trust Agreement Limitation of Liability. The Amended and
Restated Master Trust Agreement dated August 19, 2002, as amended from time to
time, establishing FRIC, which is hereby referred to and a copy of which is on
file with the Secretary of The Commonwealth of Massachusetts, provides that the
name ▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Company means the Trustees from time to time
serving (as Trustees but not personally) under said Master Trust Agreement. The
Master Trust Agreement dated July 11, 1996, as amended from time to time,
establishing RIF, which is hereby referred to and a copy of which is on file
with the Secretary of The Commonwealth of Massachusetts, provides that the name
▇▇▇▇▇▇▇ Investment Funds means the Trustees from time to time serving (as
Trustees but not personally) under said Master Trust Agreement. It is expressly
acknowledged and agreed that the obligations of FRIMCo hereunder shall not be
binding upon any of the shareholders, Trustees, officers, employees or agents of
the Investment Company, personally, but shall bind only the trust property of
the Investment Company, as provided in each Master Trust Agreement. The
execution and delivery of this Contract has been authorized by the Trustees of
the Investment Company and signed by an officer of FRIMCo, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Investment Company as provided in each Master Trust Agreement.
This Portfolio Management Contract is executed effective as of the date set
forth on the cover page hereof.
[Money Manager] ▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company,
as a fiduciary for Investment
Company
BY: BY:
-------------------------- ---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFA
Director, Portfolio Implementation
DATE: DATE:
------------------------ -------------------------------------
EXHIBITS: A. Fund(s) Subject to the Contract
B. Operational Procedures (including Schedules 1 and 2)
C. Records to be Maintained by the Money Manager
▇. ▇▇▇▇ for Investment Management Services
E. Notice of Liability Letter
F. Description of Money Manager's Non-Compete Agreement
G. Authorized Persons
H. Notice Information
EXHIBIT A
Funds Subject to Portfolio Management Contract
▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Company:
▇▇▇▇▇▇▇ Investment Funds:
EXHIBIT B
OPERATIONAL PROCEDURES
Money Manager shall abide by certain rules and procedures in order to minimize
operational problems. Money Manager will be required to have various records and
files (as required by regulatory agencies) at their offices. Money Manager will
have to maintain a certain flow of information to State Street Bank & Trust
Company, the custodian bank for Investment Company ("Custodian").
Money Manager will be required to furnish the Custodian with daily information
as to executed trades. The Custodian should receive this data no later than the
morning following the day of the trade. The necessary information should be
transmitted to the Custodian (1) via facsimile machine with a cover sheet
including the number of pages sent (the direct line to the facsimile machine is
▇▇▇-▇▇▇-▇▇▇▇, alternate number of 617-985-1717) or (2) via an electronic
communications system ("System") approved by the Custodian that meets the
following criteria:
- The System must provide a method by which the Custodian can reasonably
ensure that each communication received by it through the System
actually originated from Money Manager.
- Only persons properly authorized by Money Manager's senior operations
officer shall be authorized to access the System and enter information,
and Money Manager must employ reasonable procedures to permit only
authorized persons to have access to the System.
- Money Manager will create separate System files containing the daily
executed securities trade information with respect to each Fund Account
it manages, or Money Manager will transmit separately the trades for
each such portfolio.
- The Custodian, through System or otherwise, will provide to Money
Manager prompt certification or acknowledgment of the Custodian's
receipt of each transmission by Money Manager of executed trade
information.
- If the System malfunctions, Money Manager will transmit all trade
information via facsimile transmission.
Upon receipt of brokers' confirmations, Money Manager or the Custodian will be
required to notify the other party if any differences exist. The reporting of
trades by the Money Manager to the Custodian must include the following:
- Purchase or Sale
- Security name
- Number of shares or principal amount
- Price per share or bond
- Commission rate per share or bond, or if a net trade
- Executing broker, including their DTC Fins number
- Trade date
- Settlement date
- Bank Identifier Codes (BIC's), for international securities only
- If security is not eligible for DTC
- This information can be reported using your forms, if applicable
When opening accounts with brokers for Investment Company, the account should be
a cash account. No margin accounts are to be maintained. The broker should be
advised to use the Custodian IDC's ID system number (No. 20997) to facilitate
the receipt of information by the Custodian. If this procedure is followed, DK
problems will be held down to a minimum and additional costs of security trades
will not become an important factor in doing business. Delivery and receipt
instructions are attached as Schedule 1.
Money Manager will be required to submit to the Custodian a daily trade
authorization report, either through a System or, if a facsimile transmission is
used, on a form signed by two authorized individuals prior to settlement date
and a list of authorized persons with specimen signatures must have previously
been sent to the Custodian (see Schedule 2). The daily trade authorization
report will contain information on which the Custodian can rely to either accept
delivery or deliver out of the account, securities as per Money Manager trades.
If facsimile transmission is used, a preprinted form will be supplied to Money
Manager by ▇▇▇▇▇▇, or Money Manager can use an equivalent form acceptable to the
Custodian and FRIMCo.
Schedule 1
Mailing Instructions and Delivery Instructions:
Confirmation Instructions (Copy of Broker Advice):
State Street Bank and Trust Company
Mutual Fund Services
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Fund Name/Fund Number
For the account of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Company and/or
▇▇▇▇▇▇▇ Investment Funds
(FUND NAME)
Delivery Instructions:
All DTC Eligible Securities:
Depository Trust Company (DTC) #997 Custodian Services
#20997 Agent Bank
All Ineligible DTC Securities (i.e., Commercial Paper)
State Street Bank and Trust Company
State Street Boston-Securities Corp.
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
"VS Payment" (Federal Funds on Commercial Paper Only)
For the account of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Company and/or
▇▇▇▇▇▇▇ Investment Funds
(FUND NAME)
All Government Issues:
Delivered through Book Entry of Federal Reserve Bank to:
State St Bos/Spec/Fund Name/Fund #
(VS Payment Federal Funds)
Foreign Holdings:
Please confer with ▇▇▇▇ ▇▇▇▇▇, State Street Bank,
(Phone: ▇▇▇-▇▇▇-▇▇▇▇) to obtain delivery instructions
of the State Street Global Custody Network
Schedule 2
EXAMPLE OF AUTHORIZED SIGNATURE LETTER
(To Be Typed on Your Letterhead)
[DATE]
State Street Bank and Trust
Mutual Fund Services
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Company and/or ▇▇▇▇▇▇▇ Investment Funds
RE: Persons Authorized to Execute Trades For The ______________ Fund
The following list of individuals are authorized to execute and report trade
instructions on behalf of the Fund. Should there be any changes to the
authorized persons listed below, we will notify you immediately of those
changes.
NAME SIGNATURE
Sincerely yours,
[Insert Money Manager's Name]
EXHIBIT C
RECORDS TO BE MAINTAINED BY MONEY MANAGER
*1. A record of each brokerage order, and all other portfolio purchases and
sales, given by Money Manager or on behalf of the Investment Company
for, or in connection with, the purchase or sale of securities, whether
executed or unexecuted. Such records shall include:
A. The name of the broker,
▇. The terms and conditions of the order, and of any modification or
cancellation thereof,
C. The time of entry or cancellation,
D. The price at which executed,
E. The time of receipt of report of execution, and
F. The name of the person who placed the order on behalf of the
Investment Company (1940 Act Rule, 31a-1(b)(5) and (6)).
*2. A record for each fiscal quarter, completed within ten (10) days after
the end of the quarter, showing specifically the basis or bases upon
which the allocation of orders for the purchase and sale of portfolio
securities to brokers or dealers, and the division of brokerage
commissions or other compensation on such purchase and sale orders. The
record:
A. Shall include the consideration given to:
(i) The sale of shares of the Investment Company.
(ii) The supplying of services or benefits by brokers or dealers
to:
(a) The Investment Company,
(b) The Investment Management Company,
(c) Yourself (i.e., the Money Manager), and
(d) Any person other than the foregoing.
(iii) Any other considerations other than the technical
qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
▇. ▇▇▇▇▇ describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation.
D. The identities of the persons responsible for making the
determination of such allocation and such division of brokerage
commissions or other compensation (1940 Act, Rule 31a-1(b)(9)).
*3. A record in the form of an appropriate memorandum identifying the
person or persons, committees, or groups authorizing the purchase or
sale of portfolio securities. Where an authorization is made by a
committee or group, a record shall be kept of the names of its members
who participate in the authorization. There shall be retained as part
of this record any memorandum, recommendation, or instruction
supporting or authorizing the purchase or sale of portfolio securities
(1940 Act, Rule 31a-1(b)(10)) and such other information as is
appropriate to support the authorization.**
4. Such accounts, books and other documents as are required to be
maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record Money Manager's
transactions on behalf of the Investment Company. (1940 Act, Rule
31a-1(f)).
* Maintained as property of the Investment Company pursuant to 1940 Act Rule
31a-3(a).
** Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold), and any internal
reports or portfolio manager reviews.
I
EXHIBIT D-1
▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT COMPANY
FEES FOR INVESTMENT MANAGEMENT SERVICES
[INSERT MONEY MANAGER'S NAME]
IN RESPECT OF ▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT COMPANY
[INSERT FUND NAME]
For investment management services provided to the Fund Account under this
Contract, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company ("FRIMCo") as a fiduciary
for Investment Company, shall pay Money Manager a fee determined by multiplying
the Average Total Net Assets by the Applicable Percentage as defined below. All
fees shall be calculated and paid quarterly in arrears. Fees for partial periods
shall be prorated for the portion of the period for which services were
rendered. Fees for individual accounts shall be determined by dividing the
Average Account Net Assets by the Average Total Net Assets and multiplying by
the fee calculated above.
___ b.p. on the first $__________
___ b.p. on the next $__________
___ b.p. on the next $__________
___ b.p. on all amounts thereafter
(expressed as annualized rates)
For purposes of this Exhibit:
"Average Account Net Assets" for any quarter shall mean the average of the
assets in the Fund Account as reported by the custodian for the last business
day of each month ended in the calendar quarter and the last business day of the
month ended immediately prior to the calendar quarter.
"Average Total Net Assets" for any quarter shall mean the sum of the Average
Account Net Assets and the average for the same quarter of all other assets in
other accounts (calculated in the same manner as Average Account Net Assets)
managed by Money Manager for the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group of Companies which use a
substantially equivalent investment strategy to that employed by Money Manager
for the Fund Account.
If the Money Manager manages such other accounts, as defined above, and the fee
is based on the aggregate total value of those accounts, the Money Manager must
include the value of each such other account on any investment management
invoice.
"▇▇▇▇▇ ▇▇▇▇▇▇▇ Group of Companies" shall mean FRIMCo and any affiliated company
which controls, is controlled by or is under common control with FRIMCo.
Insert Money Manager's Name
Portfolio Management Contract
Effective Date
EXHIBIT D-2
▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT COMPANY
FEES FOR INVESTMENT MANAGEMENT SERVICES
[INSERT MONEY MANAGER'S NAME]
IN RESPECT OF ▇▇▇▇▇▇▇ INVESTMENT FUNDS
[INSERT FUND NAME]
For investment management services provided to the Fund Account under this
Contract, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company ("FRIMCo") as a fiduciary
for Investment Company, shall pay Money Manager a fee determined by multiplying
the Average Total Net Assets by the Applicable Percentage as defined below. All
fees shall be calculated and paid quarterly in arrears. Fees for partial periods
shall be prorated for the portion of the period for which services were
rendered. Fees for individual accounts shall be determined by dividing the
Average Account Net Assets by the Average Total Net Assets and multiplying by
the fee calculated above.
___ b.p. on the first $__________
___ b.p. on the next $__________
___ b.p. on the next $__________
___ b.p. on all amounts thereafter
(expressed as annualized rates)
For purposes of this Exhibit:
"Average Account Net Assets" for any quarter shall mean the average of the
assets in the Fund Account as reported by the custodian for the last business
day of each month ended in the calendar quarter and the last business day of the
month ended immediately prior to the calendar quarter.
"Average Total Net Assets" for any quarter shall mean the sum of the Average
Account Net Assets and the average for the same quarter of all other assets in
other accounts (calculated in the same manner as Average Account Net Assets)
managed by Money Manager for the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Group of Companies which use a
substantially equivalent investment strategy to that employed by Money Manager
for the Fund Account.
If the Money Manager manages such other accounts, as defined above, and the fee
is based on the aggregate total value of those accounts, the Money Manager must
include the value of each such other account on any investment management
invoice.
"▇▇▇▇▇ ▇▇▇▇▇▇▇ Group of Companies" shall mean FRIMCo and any affiliated company
which controls, is controlled by or is under common control with FRIMCo.
Insert Money Manager's Name
Portfolio Management Contract
Effective Date
EXHIBIT E
Gentlemen:
▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Company, as fiduciary for ▇▇▇▇▇ ▇▇▇▇▇▇▇
Investment Company and/or ▇▇▇▇▇▇▇ Investment Funds, each a Massachusetts
business trust (collectively, the "Trust") and an SEC-registered investment
company, has requested that I correspond with you concerning purchases and/or
sales of the Trust's portfolio instruments that will be made on behalf of the
Trust with your organization.
The Trust is required under its Master Trust Agreement to inform you that
although the Trust is organized as a Massachusetts business trust, the Trust's
Master Trust Agreement contains an express disclaimer of shareholder, officer
and trustee liability for acts or obligations of the Trust and requires that all
obligations of the Trust be satisfied out of its assets. The purpose of this
disclaimer is for the Trust's shareholders, officers and Trustees to have the
same protection against being liable for the Trust's obligations as
shareholders, officers and Directors of a corporation. The responsibility of the
Trust for its transactions with you is not changed by this notice. No action is
needed on your part in response to this notice.
Should you have any questions concerning the information contained herein,
please contact ▇▇▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇.
Sincerely yours,
EXHIBIT F
DESCRIPTION OF MONEY MANAGER'S NON-COMPETE AGREEMENT
EXHIBIT G
AUTHORIZED PERSONS
Authorized Persons of FRIMCo:
(a) Execution of Portfolio Management Contract and Amendments:
▇▇▇▇ ▇. ▇▇▇, Secretary and General Counsel
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director of Portfolio Implementation
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Director, Chief Investment Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Assistant Secretary and Associate General Counsel
(b) Amending Investment Guidelines to Portfolio Management Contracts:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director of Portfolio Implementation
▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager of Portfolio Implementation
▇▇▇▇ ▇▇▇, Portfolio Implementation Analyst
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Director of Investments
▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager of Portfolio Implementation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Manager of Portfolio Implementation
Authorized Persons of Money Manager:
EXHIBIT H
NOTICE INFORMATION
1. FRIMCo
Attention:
Address:
Facsimile:
2. [INSERT MONEY MANAGER'S NAME}
Attention:
Address:
Facsimile: