FORM OF FUND MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT is made
as of this ___ day of ________, 2000, between The Managers Trust
[I / II], a business trust organized under the laws of the
Commonwealth of Massachusetts ("Company") and The Managers
Funds LLC, a limited liability company organized under the laws of
the State of Delaware ("Manager"). This Agreement shall not
become effective as to any Series unless the shareholders of such
Series approve this Agreement.
WHEREAS, the Company operates as an investment
company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act") for the purpose of
investing and reinvesting the assets of its various series (each a
"Series", each of which is listed in Appendix A hereto) in securities
pursuant to investment objectives and policies as set forth more
fully in its Declaration of Trust, its By-Laws and its Registration
Statement under the Investment Company Act and the Securities
Act of 1933, as amended, all as amended and supplemented from
time to time; and the Company desires to avail itself of the services,
information, advice, assistance and facilities of a fund manager and
to have a fund manager provide or perform for it various
administrative management, statistical, research, portfolio manager
selection and other services;
WHEREAS, the Manager is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended; and
WHEREAS, the Manager desires to provide services
to the Company in consideration of and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, Company and Manager agree as
follows:
1. Employment of the Manager. The Company hereby
employs the Manager to manage the investment and
reinvestment of the assets of the Company's various Series in
the manner set forth in Section 2 (B) of this Agreement and
to administer its business and administrative operations,
subject to the direction of the Trustees and the officers of the
company, for the period in the manner, and on the terms
hereinafter set forth. The Manager hereby accepts such
employment and agrees during such period to render the
services and to assume the obligations herein set forth. The
Manager shall for all purposes herein be deemed to be an
independent contractor and shall, except as expressly
provided or authorized (whether herein or otherwise) have no
authority to act for or represent the Company in any way or
otherwise be deemed an agent of the Company.
2. Obligation of and Services to be Provided by the
Manager. The Manager undertakes to provide the services
hereinafter set forth and to assume the following obligations:
A. Corporate Management and Administrative Services.
(a) The Manager shall furnish to the Company adequate (i) office
space, which may be space within the offices of the Manager or in
such other place as may be agreed upon from time to time, (ii) office
furnishings, facilities and equipment as may be reasonably required
for managing and administering the operations and conducting the
business of the Company, including complying with the securities, tax
and other reporting requirements of the United States and the
various states in, which the Company does business, conducting
correspondence and other communications with the shareholders of
the Company, and maintaining or supervising the maintenance of all
internal bookkeeping, accounting and auditing services and records in
connection with the company to investment and business activities.
Company agrees that its shareholder recordkeeping services, the
computing of net asset value and the preparation of certain of its
records required by Section 31 of the Investment Company Act and
the Rules promulgated thereunder are to be performed by Company's
transfer agent, custodian or portfolio managers, and that with respect
to these services Manager's obligations under this Section 2(A) are
supervisory in nature only.
(b) The Manager shall employ or provide and compensate the
executive, administrative, secretarial and clerical personnel necessary
to supervise the provisions of the services set forth in subparagraph 2
(A) (a) above, and shall bear the expense of providing such services,
except as may otherwise be provided in Section 4 of this Agreement.
The Manager shall also compensate all officers and employees of the
Company who are officers or employees of the Manager.
B. Investment Management Services.
(a) The Manager shall have overall supervisory
responsibility for the general management and investment of the
assets and securities portfolio of each of the company's various Series
subject to and in accordance with the investment objectives, policies
and restrictions of each such Series, and any directions which the
Company's Trustees may issue to the Manager from time to time.
(b) The Manager shall provide overall investment
programs and strategies for the Company, and more particularly for
each Series, shall revise such programs as necessary and shall monitor
and report periodically to the Trustees concerning the
implementation of the programs.
(c) The Company intends to appoint one or more persons
or companies ("Portfolio Managers"), and each Portfolio Manager
shall have full investment discretion and shall make all determinations
with respect to the investment of the portion of the particular Series'
assets assigned to that Portfolio Manager and the purchase and sale
of portfolio securities with those assets, and take such steps as may
be necessary to implement such appointments. The Manager shall
not be responsible or liable for the investment merits of any decision
by a Portfolio Manager to purchase, hold or sell a security for the
portfolio of the Series for which it acts as Portfolio Manager.
(d) The Manager shall evaluate Portfolio Managers and
shall advise the Trustees of the Company of the Portfolio Managers
which the Manager believes are best suited to invest the assets of
each Series; shall monitor and evaluate the investment performance
of each Portfolio Manager employed by each Series; shall allocate the
portion of each Series' assets to be managed by each Portfolio
Manager; shall recommend changes of or additional Portfolio
Managers when appropriate; shall coordinate the investment activities
of the Portfolio Managers; and shall compensate the Portfolio
Managers.
(e) The Manager shall render regular reports to the
Company, at regular meetings of the Trustees, of, among other
things, the decisions which it has made with respect to the allocation
of assets among Portfolio Managers.
C. Provision of Information Necessary for Preparation
of Securities Registration Statements, Amendments
and Other Materials.
The Manager will make available and provide financial,
accounting and statistical information required by the
Company in the preparation of registration statements,
reports and other documents required by federal and state
securities laws, and such information as the Company may
reasonably request for use in the preparation of registration
statements, reports and other documents required by federal
and state securities laws and such information as the
Company may reasonably request for use in the preparation
of such documents or of other materials necessary or helpful
for the underwriting and distribution of the Company's
shares.
D. Other Obligations and Services.
The Manager shall make available its officers and employees
to the Trustees and officers of the Company for consultation
and discussion regarding the administration and management
of the Company and its
investment activities.
3. Execution and Allocation of Portfolio Brokerage
Commissions. Portfolio Managers, subject to and in
accordance with any directions the Company's Trustees may
issue from time to time, shall place, in the name of the Series
of the Company for which they act as Portfolio Manager,
orders for the execution of that Series' portfolio transactions.
When placing such orders, the primary objective of the
Manager and Portfolio Managers shall be to obtain the best
net price and execution for the series, but this requirement
shall not be deemed to obligate the Manager or a Portfolio
Manager to place any order solely on the basis of obtaining
the lowest commission rate if the other standards set forth in
this section have been satisfied. The Company recognizes
that there are likely to be many cases in which different
brokers are equally able to provide such best price and
execution and that, in the selection among such brokers with
respect to particular trades, it is desirable to choose those
brokers who furnish brokerage and research services, (as
defined in Section 28 (e) (3) of the Securities Exchange Act of
1934) or statistical quotations and other information to the
Company, the Manager and/or the Portfolio Managers in
accordance with the standards set forth below. Moreover, to
the extent that it continues to be lawful to do so and so long
as the Trustees determine as a matter of general policy that
the Company will benefit, directly or indirectly, by doing so,
the Manager or a Portfolio Manager may place orders with a
broker who charges a commission for that transaction which
is in excess of the amount of commission that another broker
would have charged for effecting that transaction, provided
that the excess commission is reasonable in relation to the
value of brokerage and research services provided by that
broker. Accordingly, the Company and the Manager agree
that the Manager and the Portfolio Managers may select
brokers for the execution of the Company's portfolio
transactions from among:
A. Those brokers and dealers who provide brokerage
and research services, or statistical quotations and
other information to the Company, specifically
including the quotations necessary to determine the
value of the Company's Series' net assets in such
amount of total brokerage as may reasonably be
required in light of such services;
B. Those brokers and dealers who supply brokerage
and research services to the Manager or the Portfolio
Managers which relate directly to portfolio securities,
actual or potential, of the Series, or which place the
Manager or Portfolio Managers in a better position to
make decisions in connection with the management
of the Series assets and portfolio, whether or not such
data may also be useful to the Manager and its
affiliates, or the Portfolio Managers and their
affiliates, in managing other portfolios, including
other Series, or advising other clients, in such amount
of total brokerage as may reasonably be required.
The Manager shall render regular reports to the
Company of the total brokerage business placed and the manner in
which the allocation has been accomplished.
The Manager agrees and each Portfolio Manager will be
required to agree that no investment decision will be made or
influenced by a desire to provide brokerage for allocation in
accordance with the foregoing, and that the right to make such
allocation of brokerage shall not interfere with the Manager's or
Portfolio Managers' primary duty to obtain the best net price and
execution for the Company.
4. Expenses of the Company. It is understood that the
Company will pay all its expenses other than those expressly
assumed by the Manager herein, which expenses payable by
the company shall include:
A. Expenses of all audits by independent public
accountants;
B. Expenses of transfer agent, registrars dividend
disbursing agent and shareholder recordkeeping
services;
C. Expenses of custodial services including
recordkeeping services provided by the Custodian;
D. Expenses of obtaining quotations for
calculating the value of the Company's net assets;
E. Salaries and other compensation of any of its
executive officers and employees, if any, who are not
officers, directors, stockholders or employees of the
Manager;
F. Taxes levied against the Company;
G. Brokerage fees and commissions in connection
with the purchase and sale of portfolio
securities for the Company;
H. Costs, including the interest expense, of
borrowing money;
I. Costs and/or fees incident to Trustee and
shareholder meetings of the Company, the
preparation and mailing of prospectuses and reports
of the Company to its shareholders, the filing of
reports with regulatory bodies, the maintenance of the
Company's corporate existence, and the registration
of shares with federal and state securities authorities;
J. Legal fees, including the legal fees related to the
registration and continued qualification of the
Company's Shares for sale;
K. Costs of printing stock certificates representing
shares of the Company's various Series;
L. Trustees' fees and expenses of Trustees who are
not directors, officers, employees or stockholders of
the Manager or any of its affiliates; and
M. Its pro rata portion of the fidelity bond required
by Section 17(g) of the Investment Company Act, or
other insurance premiums.
The Manager understands that each Series will be
liable for the expenses attributable to such Series.
5. Activities and Affiliates of the Manager.
A. The services of the Manager to the Company
hereunder are not to be deemed exclusive, and the
Manager and any of its affiliates shall be free to
render similar services to others. The Manager shall
use the same skill and care in the management of the
Company's assets as it uses in the administration of
other accounts to which it provides asset
management, consulting and portfolio manager
selection services, but shall not be obligated to give
the Company more favorable or preferential
treatment vis-a-vis its other clients.
B. Subject to and in accordance with the
Declaration of Trust and By-Laws of the Company
and to Section 10(a) of the Investment Company Act,
it is understood that Trustees, officers, agents and
shareholders of the Company are or may be interested
in the Manager or its affiliates as directors, officers,
agents or stockholders of the Manager or its affiliates;
that directors, officers, agents and stockholders of the
Manager or its affiliates are or may be interested in
the Company as trustees, officers, agents,
shareholders or otherwise; that the Manager or its
affiliates may be interested in the Company as
shareholders or otherwise; and that the effect of any
such interests shall be governed by said Declaration
of Trust, By-Laws and the Investment Company Act.
6. Compensation of the Manager. In consideration of all
of the services provided and obligations assumed by the
Manager pursuant to this Agreement, each Series shall pay the
Manager a management fee calculated as a specified
percentage of the average daily net asset value of that Series.
Such fee, which shall be accrued daily and paid monthly, shall
be calculated at the annual percentage rate set forth for the
particular Series in Appendix B to this Agreement. Each
Series shall be solely responsible for the payment of its
management fee, and no Series shall be responsible for the
payment of a management fee calculated for or attributable to
any other Series.
7. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Manager, the
Manager shall not be subject to liability to the
Company or any Series or to any shareholder of the
Company for any act or omission in the course of, or
connected with, rendering services hereunder or for
any losses that may be sustained in the purchase,
holding or sale of any security.
B. No provision of this Agreement shall be construed
to protect any Trustee or officer of the Company, or
the Manager, from liability in violation of Sections
17(h) and (i) of the Investment Company Act.
8. Renewal and Termination.
A. This Agreement shall become effective on the
date written above and shall continue in effect until
the second anniversary of the date first written above.
This Agreement may be continued annually thereafter
for successive one year periods (a) by a vote of a
majority of the outstanding shares of beneficial
interest of each Series of the Company or (b) by a
vote of a majority of the Trustees of the Company,
and in either case by a majority of the Trustees who
are not parties to the Agreement or interested persons
of any parties to the Agreement (other than as
Trustees of the Company) cast in person at a meeting
called for the purpose of voting on the Agreement.
The aforesaid provision that this Agreement may be
continued "annually" shall be construed in a manner
consistent with the Investment Company Act and the
Rules and Regulations promulgated thereunder. If
continuance of this Agreement is approved by less
than all of the Series, it shall be deemed terminated as
to those Series not giving their approval, and
Appendix A and Appendix B hereto shall be
appropriately amended to reflect that fact.
B. This Agreement
(a) may at any time be terminated without the payment of
any penalty by (1) vote of the Trustees of the Company; (ii) by vote
of a majority of the outstanding voting securities of the Company; or
(iii) as to any Series by vote of the outstanding voting securities of
such Series, on sixty (60) days written notice to the Manager;
(b) shall immediately terminate in the event of its
assignment; and
(c) may be terminated by the Manager on sixty (60) days
written notice to the Company.
C. As used in this Section 8, the terms "assignment,"
"interested person" and "vote of a majority of the
outstanding voting securities" shall, have the
meanings set forth in the Investment Company Act.
D. Any notice under this Agreement shall be given in
writing addressed and delivered or mailed postpaid, to
the other party to this Agreement at its principal place
of business.
9. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected thereby.
10. Governing Law. To the extent that state law has not
been preempted by the provisions of any law of the United
States heretofore or hereafter enacted, as the same may be
amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws
of the State of Connecticut.
11. Amendments. This Agreement, including the Appendix
hereto, may be amended by an instrument in writing signed
by the parties subject to Investment Company obtaining such
approvals as may be required by the Investment Company
Act.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed, as of the day and year first
written above.
ATTEST THE
MANAGE
RS TRUST
[I / II]
By: __________________________ By:
____________
________
Name: Name:
Title:
ATTEST THE
MANAGERS FUNDS LLC
By: __________________________ By:
____________
_______
Name: Name: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title:
President
APPENDIX A
Series Covered by Fund Management Agreement
The Managers Trust I:
Managers 500 Plus Fund
The Managers Trust II:
Managers Short Duration Government Fund
Managers Intermediate Government Fund
APPENDIX B
Annual rate of management fees, expressed as a percentage of the
average net asset value of the series:
Annual
Percentage
Name of Series Rate of
Management Fee
The Managers Trust I:
Managers 500 Plus Fund
.70%
The Managers Trust II:
Managers Short Duration Government Fund
.70%
Managers Intermediate Government Fund
.70%
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