MANAGEMENT AGREEMENT
BETWEEN
SR&F BASE TRUST AND
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED
SR&F BASE TRUST, a Massachusetts common law trust registered under the
Investment Company Act of 1940 ("1940 Act") as an open-end diversified
management investment company ("Trust"), hereby appoints ▇▇▇▇▇ ▇▇▇ & FARNHAM
INCORPORATED, a Delaware corporation registered under the Investment Advisers
Act of 1940 as an investment adviser, of Chicago, Illinois ("Manager"), to
furnish investment advisory and portfolio management services with respect to
the portion of its assets represented by the shares of beneficial interest
issued in each series listed in Schedule A hereto, as such schedule may be
amended from time to time (each such series hereinafter referred to as
"Portfolio"). Trust and Manager hereby agree that:
1. Investment Management Services. Manager shall manage the investment
operations of Trust and each Portfolio, subject to the terms of this Agreement
and to the supervision and control of Trust's Board of Trustees ("Trustees").
Manager agrees to perform, or arrange for the performance of, the following
services with respect to each Portfolio:
(a) to obtain and evaluate such information relating to economies, industries,
businesses, securities and commodities markets, and individual securities,
commodities and indices as it may deem necessary or useful in discharging its
responsibilities hereunder;
(b) to formulate and maintain a continuing investment program in a manner
consistent with and subject to (i) Trust's agreement and declaration of trust
and by-laws; (ii) the Portfolio's investment objectives, policies, and
restrictions as set forth in written documents furnished by the Trust to
Manager; (iii) all securities, commodities, and tax laws and regulations
applicable to the Portfolio and Trust; and (iv) any other written limits or
directions furnished by the Trustees to Manager;
(c) unless otherwise directed by the Trustees, to determine from time to time
securities, commodities, interests or other investments to be purchased, sold,
retained or lent by the Portfolio, and to implement those decisions, including
the selection of entities with or through which such purchases, sales or loans
are to be effected;
(d) to use reasonable efforts to manage the Portfolio so that it will qualify as
a regulated investment company under subchapter M of the Internal Revenue Code
of 1986, as amended;
(e) to make recommendations as to the manner in which voting rights, rights to
consent to Trust or Portfolio action, and any other rights pertaining to Trust
or the Portfolio shall be exercised;
(f) to make available to Trust promptly upon request all of the Portfolio's
records and ledgers and any reports or information reasonably requested by the
Trust; and
(g) to the extent required by law, to furnish to regulatory authorities any
information or reports relating to the services provided pursuant to this
Agreement.
Except as otherwise instructed from time to time by the Trustees, with respect
to execution of transactions for Trust on behalf of a Portfolio, Manager shall
place, or arrange for the placement of, all orders for purchases, sales, or
loans with issuers, brokers, dealers or other counterparties or agents selected
by Manager. In connection with the selection of all such parties for the
placement of all such orders, Manager shall attempt to obtain most favorable
execution and price, but may nevertheless in its sole discretion as a secondary
factor, purchase and sell Portfolio securities from and to brokers and dealers
who provide Manager with statistical, research and other information, analysis,
advice, and similar services. In recognition of such services or brokerage
services provided by a broker or dealer, Manager is hereby authorized to pay
such broker or dealer a commission or spread in excess of that which might be
charged by another broker or dealer for the same transaction if the Manager
determines in good faith that the commission or spread is reasonable in relation
to the value of the services so provided.
Trust hereby authorizes any entity or person associated with Manager that is a
member of a national securities exchange to effect any transaction on the
exchange for the account of a Portfolio to the extent permitted by and in
accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder. Trust hereby consents to the retention by such entity or
person of compensation for such transactions in accordance with Rule
11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate orders for its other
customers together with any securities of the same type to be sold or purchased
for Trust or one or more Portfolios in order to obtain best execution or lower
brokerage commissions. In such event, Manager shall allocate the shares so
purchased or sold, as well as the expenses incurred in the transaction, in a
manner it considers to be equitable and fair and consistent with its fiduciary
obligations to Trust, the Portfolios, and Manager's other customers.
Manager shall for all purposes be deemed to be an independent contractor and not
an agent of Trust and shall, unless otherwise expressly provided or authorized,
have no authority to act for or represent Trust in any way.
2. Administrative Services. Manager shall supervise the business and affairs of
Trust and each Portfolio and shall provide such services and facilities as may
be required for effective administration of Trust and Portfolios as are not
provided by employees or other agents engaged by Trust; provided that Manager
shall not have any obligation to provide under this Agreement any such services
which are the subject of a separate agreement or arrangement between Trust and
Manager, any affiliate of Manager, or any third party administrator
("Administrative Agreements").
3. Use of Affiliated Companies and Subcontractors. In connection with the
services to be provided by Manager under this Agreement, Manager may, to the
extent it deems appropriate, and subject to compliance with the requirements of
applicable laws and regulations and upon receipt of written approval of the
Trustees, make use of (i) its affiliated companies and their directors,
trustees, officers, and employees and (ii) subcontractors selected by Manager,
provided that Manager shall supervise and remain fully responsible for the
services of all such third parties in accordance with and to the extent provided
by this Agreement. All costs and expenses associated with services provided by
any such third parties shall be borne by Manager or such parties.
4. Expenses Borne by Trust. Except to the extent expressly assumed by Manager
herein or under a separate agreement between Trust and Manager and except to the
extent required by law to be paid by Manager, Manager shall not be obligated to
pay any costs or expenses incidental to the organization, operations or business
of the Trust. Without limitation, such costs and expenses shall include but not
be limited to:
(a) all charges of depositories, custodians and other agencies for the
safekeeping and servicing of its cash, securities, and other property;
(b) all charges for equipment or services used for obtaining price quotations or
for communication between Manager or Trust and the custodian, transfer agent or
any other agent selected by Trust;
(c) all charges for administrative and accounting services provided to Trust by
Manager, or any other provider of such services;
(d) all charges for services of Trust's independent auditors and for services to
Trust by legal counsel;
(e) all compensation of Trustees, other than those affiliated with Manager, all
expenses incurred in connection with their services to Trust, and all expenses
of meetings of the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of holders of units of interest
in the Trust ("Unitholders"), including printing and of supplying each
record-date Unitholder with notice and proxy solicitation material, and all
other proxy solicitation expense;
(g) all expenses of printing of annual or more frequent revisions of Trust
prospectus(es) and of supplying each then-existing Unitholder with a copy of a
revised prospectus;
(h) all expenses related to preparing and transmitting certificates representing
Trust shares;
(i) all expenses of bond and insurance coverage required by law or deemed
advisable by the Board of Trustees;
(j) all brokers' commissions and other normal charges incident to the purchase,
sale, or lending of portfolio securities;
(k) all taxes and governmental fees payable to Federal, state or other
governmental agencies, domestic or foreign, including all stamp or other
transfer taxes;
(1) all expenses of registering and maintaining the registration of Trust under
the 1940 Act and, to the extent no exemption is available, expenses of
registering Trust's shares under the 1933 Act, of qualifying and maintaining
qualification of Trust and of Trust's shares for sale under securities laws of
various states or other jurisdictions and of registration and qualification of
Trust under all other laws applicable to Trust or its business activities;
(m) all interest on indebtedness, if any, incurred by Trust or a Portfolio; and
(n) all fees, dues and other expenses incurred by Trust in connection with
membership of Trust in any trade association or other investment company
organization.
5. Allocation of Expenses Borne by Trust. Any expenses borne by Trust that are
attributable solely to the organization, operation or business of a Portfolio
shall be paid solely out of Portfolio assets. Any expense borne by Trust which
is not solely attributable to a Portfolio, nor solely to any other series of
shares of Trust, shall be apportioned in such manner as Manager determines is
fair and appropriate, or as otherwise specified by the Board of Trustees.
6. Expenses Borne by Manager. Manager at its own expense shall furnish all
executive and other personnel, office space, and office facilities required to
render the investment management and administrative services set forth in this
Agreement. Manager shall pay all expenses of establishing, maintaining, and
servicing the accounts of Unitholders in each Portfolio listed in Exhibit A.
However, Manager shall not be required to pay or provide any credit for services
provided by Trust's custodian or other agents without additional cost to Trust.
In the event that Manager pays or assumes any expenses of Trust or a Portfolio
not required to be paid or assumed by Manager under this Agreement, Manager
shall not be obligated hereby to pay or assume the same or similar expense in
the future; provided that nothing contained herein shall be deemed to relieve
Manager of any obligation to Trust or a Portfolio under any separate agreement
or arrangement between the parties.
7. Management Fee. For the services rendered, facilities provided, and charges
assumed and paid by Manager hereunder, Trust shall pay to Manager out of the
assets of each Portfolio fees at the annual rate for such Portfolio as set forth
in Schedule B to this Agreement. For each Portfolio, the management fee shall
accrue on each calendar day, and shall be payable monthly on the first business
day of the next succeeding calendar month. The daily fee accrual shall be
computed by multiplying the fraction of one divided by the number of days in the
calendar year by the applicable annual rate of fee, and multiplying this product
by the net assets of the Portfolio, determined in the manner established by the
Board of Trustees, as of the close of business on the last preceding business
day on which the Portfolio's net asset value was determined.
8. Retention of Sub-Advisor. Subject to obtaining the initial and periodic
approvals required under Section 15 of the 1940 Act, Manager may retain one or
more sub-advisors at Manager's own cost and expense for the purpose of
furnishing one or more of the services described in Section 1 hereof with
respect to Trust or one or more Portfolios. Retention of a sub-adviser shall in
no way reduce the responsibilities or obligations of Manager under this
Agreement, and Manager shall be responsible to Trust and its Portfolios for all
acts or omissions of any sub-adviser in connection with the performance of
Manager's duties hereunder.
9. Non-Exclusivity. The services of Manager to Trust hereunder are not to be
deemed exclusive and Manager shall be free to render similar services to others.
10. Standard of Care. Neither Manager, nor any of its directors, officers,
stockholders, agents or employees shall be liable to Trust or its Unitholders
for any error of judgment, mistake of law, loss arising out of any investment,
or any other act or omission in the performance by Manager of its duties under
this Agreement, except for loss or liability resulting from willful misfeasance,
bad faith or gross negligence on Manager's part or from reckless disregard by
Manager of its obligations and duties under this Agreement.
11. Amendment. This Agreement may not be amended as to Trust or any Portfolio
without the affirmative votes (a) of a majority of the Board of Trustees,
including a majority of those Trustees who are not "interested persons" of Trust
or of Manager, voting in person at a meeting called for the purpose of voting on
such approval, and (b) of a "majority of the outstanding shares" of Trust or,
with respect to an amendment affecting an individual Portfolio, a "majority of
the outstanding shares" of that Portfolio. The terms "interested persons" and
"vote of a majority of the outstanding shares" shall be construed in accordance
with their respective definitions in the 1940 Act and, with respect to the
latter term, in accordance with Rule 18f-2 under the 1940 Act.
12. Effective Date and Termination. This Agreement shall become effective as to
any Portfolio as of the effective date for that Portfolio specified in Schedule
A hereto. This Agreement may be terminated at any time, without payment of any
penalty, as to any Portfolio by the Board of Trustees of Trust, or by a vote of
a majority of the outstanding shares of that Portfolio, upon at least sixty (60)
days' written notice to Manager. This Agreement may be terminated by Manager at
any time upon at least sixty (60) days' written notice to Trust. This Agreement
shall terminate automatically in the event of its "assignment" (as defined in
the 1940 Act). Unless terminated as hereinbefore provided, this Agreement shall
continue in effect with respect to any Portfolio until the end of the initial
term applicable to that Portfolio specified in Schedule A and thereafter from
year to year only so long as such continuance is specifically approved with
respect to that Portfolio at least annually (a) by a majority of those Trustees
who are not interested persons of Trust or of Manager, voting in person at a
meeting called for the purpose of voting on such approval, and (b) by either the
Board of Trustees of Trust or by a "vote of a majority of the outstanding
shares" of the Portfolio.
13. Ownership of Records; Interparty Reporting. All records required to be
maintained and preserved by Trust pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section 31(a) of the
1940 Act or other applicable laws or regulations which are maintained and
preserved by Manager on behalf of Trust and any other records the parties
mutually agree shall be maintained by Manager on behalf of Trust are the
property of Trust and shall be surrendered by Manager promptly on request by
Trust; provided that Manager may at its own expense make and retain copies of
any such records.
Trust shall furnish or otherwise make available to Manager such copies of the
financial statements, proxy statements, reports, and other information relating
to the business and affairs of each Unitholder in a Portfolio as Manager may, at
any time or from time to time, reasonably require in order to discharge its
obligations under this Agreement.
Manager shall prepare and furnish to Trust as to each Portfolio statistical data
and other information in such form and at such intervals as Trust may reasonably
request.
14. Non-Liability of Trustees and Unitholders. Any obligation of Trust hereunder
shall be binding only upon the assets of Trust (or the applicable Portfolio
thereof) and shall not be binding upon any Trustee, officer, employee, agent or
Unitholder of Trust. Neither the authorization of any action by the Trustees or
Unitholders of Trust nor the execution of this Agreement on behalf of Trust
shall impose any liability upon any Trustee or any ▇▇▇▇▇▇▇▇▇▇.
▇▇. Use of Manager's Name. Trust may use the name "SR&F Base Trust" and the
Portfolio names listed in Schedule A or any other name derived from the name
"▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇" only for so long as this Agreement or any extension,
renewal, or amendment hereof remains in effect, including any similar agreement
with any organization which shall have succeeded to the business of Manager as
investment adviser. At such time as this Agreement or any extension, renewal or
amendment hereof, or such other similar agreement shall no longer be in effect,
Trust will cease to use any name derived from the name "▇▇▇▇▇ ▇▇▇ & Farnham" or
otherwise connected with Manager, or with any organization which shall have
succeeded to Manager's business as investment advisor.
16. References and Headings. In this Agreement and in any such amendment,
references to this Agreement and all expressions such as "herein," "hereof," and
"hereunder" shall be deemed to refer to this Agreement as amended or affected by
any such amendments. Headings are placed herein for convenience of reference
only and shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
Dated: November 1, 2001
SR&F BASE TRUST
Attest: By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
Name:
Title:
▇▇▇▇▇ ▇▇▇ & FARNHAM
INCORPORATED
Attest: By:
Willliam ▇. ▇▇▇▇▇▇
Assistant Secretary
Name:
Title:
SR&F BASE TRUST
MANAGEMENT AGREEMENT
SCHEDULE A
The Portfolios of SR&F Base Trust currently subject to this Agreement are as
follows:
Effective End of
Date Initial Term
SR&F Municipal Money Market Portfolio 11/01/01 7/31/03
SR&F High Yield Portfolio 11/01/01 7/31/03
SR&F Growth & Income Portfolio 11/01/01 7/31/03
SR&F Growth Investor Portfolio 11/01/01 7/31/03
SR&F Balanced Portfolio 11/01/01 7/31/03
SR&F Growth Stock Portfolio 11/01/01 7/31/03
SR&F Disciplined Stock Portfolio 11/01/01 7/31/03
SR&F Intermediate Bond Portfolio 11/01/01 7/31/03
SR&F Income Portfolio 11/01/01 7/31/03
SR&F High-Yield Municipals Portfolio 11/01/01 7/31/03
SR&F Cash Reserves Portfolio 11/01/01 7/31/03
Dated: November 1, 2001
SR&F BASE TRUST
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇
INCORPORATED
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Asst. Secretary
SR&F BASE TRUST
MANAGEMENT AGREEMENT
SCHEDULE B
Compensation pursuant to Section 7 of the SR&F Base Trust Management Agreement
shall be calculated in accordance with the following schedule(s):
SR&F Municipal Money Market Portfolio 0.250% of average net assets
SR&F High Yield Portfolio 0.500% on first $500 million,
0.475% thereafter
SR&F Growth & Income Portfolio 0.60% up to $500 million,
0.55% next $500 million,
0.50% thereafter
SR&F Growth Investor Portfolio 0.60% up to $500 million,
0.55% next $500 million,
0.50% thereafter
SR&F Balanced Portfolio 0.55% up to $500 million,
0.50% next $500 million,
0.45% thereafter
SR&F Growth Stock Portfolio 0.60% up to $500 million,
0.55% next $500 million,
0.50% thereafter
SR&F Disciplined Stock Portfolio 0.75% up to $500 million,
0.70% next $500 million,
0.65% next $500 million,
0.60% thereafter
SR&F Intermediate Bond Portfolio 0.35% of average net assets
SR&F Income Portfolio 0.500% up to $100 million,
0.475% thereafter
SR&F High-Yield Municipals Portfolio 0.450% up to $100 million,
0.425% next $100 million,
0.400% thereafter
SR&F Cash Reserves Portfolio 0.250% up to $500 million
0.225% thereafter
Dated: November 1, 2001
SR&F BASE TRUST
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
▇▇▇▇▇ ▇▇▇ & FARNHAM
INCORPORATED
Attest: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary