Exhibit 23(d)(13)
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT made as of this 1ST day
of November, 2006, between Mellon Institutional Funds Master Portfolio, an
unincorporated trust organized under the laws of the State of New York (the
"Trust"), and The Boston Company Asset Management Company LLC, a Massachusetts
limited liability company (the "Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the assets held by the Trustees of the Trust may be divided into
separate portfolios, each with its own separate investment portfolio, investment
objectives, policies and purposes; and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services, and is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Trust has retained the Adviser to furnish investment advisory
services to The Boston Company International Core Equity Portfolio (the
"Portfolio"), a separate portfolio of the Trust, pursuant to an Amended and
Restated Investment Advisory Agreement dated as of February 1, 2006 (the "Prior
Agreement"); and
WHEREAS, the Trust and the Adviser have agreed that the fee rate payable
to the Adviser under the Prior Agreement should be reduced at certain additional
asset levels;
NOW, THEREFORE, the parties agree that the Prior Agreement is amended and
restated to read in its entirety as follows:
1. Appointment of the Adviser.
The Trust hereby appoints the Adviser to act as investment adviser of the
Portfolio for the period and on the terms herein set forth. The Adviser accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided. The Adviser shall for all purposes herein be
deemed an independent contractor and shall, unless expressly otherwise provided,
have no authority to act for or represent the Portfolio in any way nor shall
otherwise be deemed an agent of the Portfolio.
2. Duties of the Adviser.
(a) The Adviser, at its expense, will furnish continuously an investment
program for the Portfolio, will determine, subject to the overall supervision
and review of the Trustees of the Trust, what investments shall be purchased,
held, sold or exchanged by the Portfolio and what portion, if any, of the assets
of the Portfolio will be held uninvested, and shall, on behalf of the Trust,
make changes in the investments of the Portfolio. Subject always to the
supervision of the Trustees of the Trust and to
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the provisions of the Trust's Agreement and Declaration of Trust and Bylaws and
of the 1940 Act, the Adviser will also manage, supervise and conduct the other
affairs and business of the Portfolio and matters incidental thereto.
Notwithstanding the foregoing, the Adviser shall not be required to perform any
such non-investment advisory services that may, in the opinion of counsel to the
Trust, cause the Portfolio to be engaged in a "trade or business within the
United States," as such term is defined in Section 864 of the Internal Revenue
Code of 1986, or any successor statute. The Adviser, and any affiliates thereof,
shall be free to render similar services to other investment companies and other
clients and to engage in other activities, so long as the services rendered
hereunder are not impaired.
(b) The Portfolio shall bear the expenses of its operations, including
legal and auditing services, taxes and governmental fees, certain insurance
premiums, costs of shareholder notices and reports, typesetting and printing of
registration and financial statements for regulatory purposes and for
distribution to shareholders, bookkeeping and interest pricing expenses, fees
and disbursements of the Trust's custodian, administrator, transfer and dividend
disbursing agent or registrar, or interest and other like expenses properly
payable by the Trust.
3. Compensation of the Adviser.
(a) As full compensation for the services and facilities furnished by the
Adviser under this Agreement, the Trust agrees to pay to the Adviser a fee at
the annual rate of 0.80% of the Portfolio's average daily net assets up to $500
million, 0.75% of the next $500 million, 0.70% of the next $500 million, 0.60%
of the next $500 million and 0.50% on the excess over $2 billion. Such fees
shall be accrued when computed and payable monthly. For purposes of calculating
such fees, the Portfolio's average daily net asset value shall be determined by
taking the average of all determinations of net asset value made in the manner
provided in the Portfolio's current prospectus and statement of additional
information.
(b) The compensation payable to the Adviser hereunder for any period less
than a full month during which this Agreement is in effect shall be prorated
according to the proportion which such period bears to a full month.
4. Limitation of Liability of the Adviser.
The Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Portfolio in connection with any investment
policy or the purchase, sale or retention of any securities on the
recommendation of the Adviser; provided, however, that nothing herein contained
shall be construed to protect the Adviser against any liability to the Portfolio
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties under this Agreement.
5. Term and Termination.
(a) This Agreement shall become effective on the date hereof. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect until December 31, 2007 and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance is approved annually: (i) by either the Trustees of the Trust or by
vote of a majority of the outstanding voting securities (as defined in the 0000
Xxx) of the Portfolio, and, in either event, (ii) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or
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"interested persons" (as defined in the 0000 Xxx) of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
(b) This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Portfolio or
by the Adviser, on sixty days' written notice to the other party.
(c) This Agreement shall automatically and immediately terminate in the
event of its assignment as defined in the 1940 Act.
6. Limitation of Liability.
The term "Mellon Institutional Funds Master Portfolio" means and refers to
the Trustees from time to time serving under the Agreement and Declaration of
Trust of the Trust dated January 18, 1996, as the same may subsequently thereto
have been, or subsequently hereto be, amended. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
Trustees, interestholders, nominees, officers, agents or employees of the Trust,
personally, but shall bind only the trust property of the Trust as provided in
the Agreement and Declaration of Trust of the Trust. The execution and delivery
of this Agreement have been authorized by the Trustees of the Trust and the
interestholders of the Portfolio and this Agreement has been signed by an
authorized officer of the Trust, acting as such, and neither such authorization
by such Trustees and interestholders nor such execution and delivery by such
officer shall be deemed to have been made by any of them, but shall bind only
the trust property of the Trust as provided in the Agreement and Declaration of
Trust.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
MELLON INSTITUTIONAL FUNDS MASTER
PORTFOLIO, on behalf of The Boston Company International
Core Equity Portfolio
Attest:
/s/ XXXXX X XXXXXXXX By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. XxXxxx
Its: Secretary and Vice President
THE BOSTON COMPANY ASSET MANAGEMENT
COMPANY LLC
Attest:
/s/ XXXXX X XXXXXXXX By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Its: Chief Executive Officer
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