INVESTMENT ADVISORY AGREEMENT
Xxxxxxxx Opportunistic Emerging Market Debt Fund
AGREEMENT made as of this 13th day of October, between Xxxxxxxx, Ayer &
Wood Investment Trust, an unincorporated business trust organized under the laws
of The Commonwealth of Massachusetts (the "Trust"), and Xxxxxxxx, Ayer & Xxxx,
Inc., a Massachusetts corporation (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 funds, 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 desires to retain the Adviser to furnish investment
advisory services to Xxxxxxxx Opportunistic Emerging Market Debt Fund (the
"Fund"), a separate fund of the Trust, and the Adviser is willing to furnish
such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. Appointment of the Adviser.
The Trust hereby appoints the Adviser to act as investment adviser of the Fund
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 Fund in any way nor shall
otherwise be deemed an agent of the Fund.
2. Duties of the Adviser.
(a) The Adviser, at its expense, will furnish continuously an investment program
for the Fund, 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 Fund and what portion, if any, of the assets of the Fund will
be held uninvested, and shall, on behalf of the Trust, make changes in the
investments of the Fund. Subject always to the supervision of the Trustees of
the Trust and to 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 Fund and matters incidental
thereto. 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 Adviser shall provide, without cost to the Trust, all necessary office
space and the services of executive personnel for administering the affairs of
the Fund.
(c) The Fund 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
prospectuses and statements of additional information for regulatory purposes
and for distribution to shareholders, bookkeeping and share pricing expenses,
fees and disbursements of the Trust's custodian, 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 0.50% of the Fund's average daily net asset value. Such fees
shall be accrued when computed and payable monthly. For purposes of calculating
such fees, the Fund'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 Fund'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 Fund 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 Fund 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 for two
years from the date hereof 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 Fund, and, in either event, (ii) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or "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 Fund or by the
Adviser, on sixty days' written notice to the other parties.
(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 "Xxxxxxxx, Xxxx & Xxxx Investment Trust" means and refers to the
Trustees from time to time serving under the Agreement and Declaration of Trust
of the Trust dated August 13, 1986, 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, shareholders, 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 this
Agreement has been signed by an authorized officer of the Trust, 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, 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.
XXXXXXXX, AYER & WOOD INVESTMENT TRUST
Attest:
By:
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Its:
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XXXXXXXX, XXXX & XXXX, INC.
Attest:
By:
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Its:
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