INVESTMENT SUB-ADVISORY AGREEMENT
between
BOSTON MANAGEMENT AND RESEARCH
and
XXXXX XXXXX ADVISERS INTERNATIONAL LTD.
for
XXXXX XXXXX GLOBAL SMALL-CAP FUND
AGREEMENT made this 1st day of November, 2017, between
Boston Management and Research, a Massachusetts business trust
(the "Adviser"), and Xxxxx Xxxxx Advisers International Ltd., a private
limited company incorporated in England and Wales (the "Sub-
Adviser").
WHEREAS, the Adviser has entered into an Investment
Advisory and Administrative Agreement (the "Advisory Agreement")
with Xxxxx Xxxxx Special Investment Trust, a Massachusetts business
trust (the "Trust") on behalf of Xxxxx Xxxxx Global Small-Cap Fund
(the "Fund"), relating to the provision of portfolio management
services to the Fund; and
WHEREAS, the Advisory Agreement provides that the Adviser
may delegate any or all of its portfolio management responsibilities
under the Advisory Agreement to one or more sub-investment
advisers; and
WHEREAS, the Adviser and the Trustees of the Trust desire
to retain the Sub-Adviser to render portfolio management services to
the Fund in the manner and on the terms set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants
and agreements set forth herein, the Adviser and the Sub-Adviser
agree as follows:
1. Duties of the Sub-Adviser. The Adviser hereby
employs the Sub-Adviser to act as investment adviser for and to
manage the investment and reinvestment of the assets of the Fund
and to administer its investment affairs, subject to the supervision of
the Adviser and the Trustees of the Trust, for the period and on the
terms set forth in this Agreement.
(a) The Sub-Adviser hereby accepts such employment
and undertakes to afford to the Fund the advice and assistance of the
Sub-Adviser's organization in the choice of investments and in the
purchase and sale of securities for the Fund and to furnish, for the use
of the Fund, office space and all necessary office facilities, equipment
and personnel for servicing the investments of the Fund and for
administering its investment affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Sub-
Adviser's organization and all personnel of the Sub-Adviser performing
services relating to research and investment activities. The Sub-
Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, except as otherwise expressly provided or
authorized, have no authority to act for or represent the Adviser or the
Fund in any way or otherwise be deemed an agent of the Adviser or
the Fund.
(b) The Sub-Adviser shall provide the Fund with such
investment management and supervision as the Fund may, from time
to time, consider necessary for the proper supervision of the Fund. As
investment adviser to the Fund, the Sub-Adviser shall furnish
continuously an investment program and shall determine, from time to
time, what securities and other investments shall be acquired, disposed
of or exchanged and what portion of the Fund's assets shall be held
uninvested, subject always to the applicable restrictions of the Trust's
Declaration of Trust, By-Laws and Registration Statement under the
Investment Company Act of 1940, all as from time to time amended.
The Sub-Adviser is authorized, in its discretion and without prior
consultation with the Adviser or the Fund, to buy, sell, and otherwise
trade in any and all types of securities and investment instruments on
behalf of the Fund. Should the Trustees of the Trust at any time,
however, make any specific determination as to investment policy for
the Fund and notify the Sub-Adviser thereof in writing, the Sub-Adviser
shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has
been revoked. The Sub-Adviser shall take, on behalf of the Fund, all
actions that it deems necessary or desirable to implement the
investment policies of the Fund.
(c) The Sub-Adviser shall place orders for the
purchase or sale of portfolio securities for the account of the Fund
either directly with the issuer or with brokers or dealers selected by the
Sub-Adviser, and, to that end, the Sub-Adviser is authorized as the
agent of the Fund to give instructions to the custodian of the Fund as
to deliveries of securities and payments of cash for the account of the
Fund. In connection with the selection of such brokers or dealers and
the placing of such orders, the Sub-Adviser shall use its best efforts to
seek to execute security transactions at prices that are advantageous to
the Fund and (when a disclosed commission is being charged) at
reasonably competitive commission rates, and in accordance with
procedures adopted by the Board of Trustees of the Trust.
(d) The Sub-Adviser shall furnish such reports,
evaluations, information or analyses to the Fund and the Adviser as the
Trust's Board of Trustees or the Adviser may reasonably request from
time to time, or as the Sub-Adviser may deem to be desirable.
2. Compensation of the Sub-Adviser. For the
services, payments and facilities to be furnished hereunder by the Sub-
Adviser, to the extent the Adviser receives at least such amount from
the Fund pursuant to the Advisory Agreement, the Sub-Adviser shall
be entitled to receive from the Adviser an annual fee equal to the
amount specified in Schedule A hereto, payable monthly in arrears on
the last business day of each month. The Fund's daily net assets shall be
computed in accordance with the Declaration of Trust of the Trust and
any applicable votes and determinations of the Trustees of the Trust. In
case of initiation or termination of the Agreement during any month with
respect to the Fund, the fee for that month shall be based on the
number of calendar days during which it is in effect. The Sub-Adviser
may, from time to time, waive all or a part of the above compensation.
3. Allocation of Charges and Expenses. It is
understood that, pursuant to the Advisory Agreement, the Fund will
pay all expenses other than those expressly stated to be payable by the
Sub-Adviser hereunder or by the Adviser under the Advisory
Agreement, which expenses payable by the Fund shall include, without
limitation, (i) expenses of maintaining the Fund and continuing its
existence; (ii) registration of the Trust under the Investment Company
Act of 1940; (iii) commissions, spreads, fees and other expenses
connected with the acquisition, holding and disposition of securities
and other investments; (iv) auditing, accounting and legal expenses; (v)
taxes and interest; (vi) governmental fees; (vii) expenses of issue, sale
and redemption of shares; (viii) expenses of registering and qualifying
the Fund and its shares under federal and state securities laws and of
preparing and printing registration statements or other offering
statements or memoranda for such purposes, including amendments,
and for distributing the same to shareholders and investors, and fees
and expenses of registering and maintaining registrations of the Fund
and of the Fund's principal underwriter as broker-dealer or agent
under state securities laws; (ix) expenses of reports and notices to
shareholders and of meetings of shareholders and proxy solicitations
therefor; (x) expenses of reports to governmental officers and
commissions; (xi) insurance expenses; (xii) association membership
dues; (xiii) fees, expenses and disbursements of custodians and
subcustodians for all services to the Fund (including without limitation
safekeeping of funds, securities and other investments, keeping of
books, accounts and records, and determination of net asset values,
book capital account balances and tax capital account balances); (xiv)
fees, expenses and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars for all
services to the Fund; (xv) expenses for servicing shareholder accounts;
(xvi) any direct charges to shareholders approved by the Trustees of
the Trust; (xvii) compensation and expenses of Trustees of the Trust
who are not members of the Adviser's or the Sub-Adviser's
organizations; and (xviii) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings
and claims and the obligation of the Trust to indemnify its Trustees,
officers, and shareholders with respect thereto.
4. Other Interests. It is understood that Trustees and
officers of the Trust and shareholders of the Fund are or may be or
become interested in the Sub-Adviser as trustees, officers, employees,
shareholders or otherwise and that trustees, officers, employees and
shareholders of the Sub-Adviser are or may be or become similarly
interested in the Fund, and that the Sub-Adviser may be or become
interested in the Fund as a shareholder or otherwise. It is also
understood that trustees, officers, employees and shareholders of the
Sub-Adviser may be or become interested (as directors, trustees,
officers, employees, shareholders or otherwise) in other companies or
entities (including, without limitation, other investment companies)
that the Sub-Adviser may organize, sponsor, or acquire, or with which
it may merge or consolidate, and which may include the words "Xxxxx
Xxxxx Advisers International Ltd." or any combination thereof as part
of their name, and that the Sub-Adviser or its subsidiaries or affiliates
may enter into advisory or management agreements or other contracts
or relationships with such other companies or entities.
5. Limitation of Liability of the Sub-Adviser. The
services of the Sub-Adviser to the Adviser for the benefit of the Fund
are not to be deemed to be exclusive, the Sub-Adviser being free to
render services to others and engage in other business activities. In
the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the
Adviser or the Fund or any shareholder in the Fund 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 acquisition,
holding, or disposition of any security or other investment.
6. Duration and Termination of this Agreement. This
Agreement shall become effective upon the date of its execution, and,
unless terminated as herein provided, shall remain in full force and
effect through and including the second anniversary of the execution
of this Agreement and shall continue in full force and effect indefinitely
thereafter, but only so long as such continuance after such second
anniversary is specifically approved at least annually (i) by the Board of
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund and (ii) by the vote of a majority of those
Trustees of the Trust who are not interested persons of the Sub-
Adviser, the Adviser, or the Trust cast in person at a meeting called for
the purpose of voting on such approval.
This Agreement may be terminated as to the Fund without
the payment of any penalty by (i) the Adviser, subject to the approval
of the Trustees of the Trust; (ii) the vote of the Trustees of the Trust;
(iii) the vote of a majority of the outstanding voting securities of the
Fund at any annual or special meeting; or (iv) the Sub-Adviser, in each
case on sixty (60) days' written notice. This Agreement shall terminate
automatically in the event of its assignment or in the event that the
Advisory Agreement shall have terminated for any reason.
7. Amendments of the Agreement. This Agreement
may be amended by a writing signed by both parties hereto, provided
that no amendment to this Agreement shall be effective until approved
(i) by the vote of a majority of those Trustees of the Trust who are not
interested persons of the Sub-Adviser, the Adviser, or the Trust cast in
person at a meeting called for the purpose of voting on such approval,
and (ii) by vote of a majority of the outstanding voting securities of the
Fund.
8. Limitation of Liability. The Sub-Adviser expressly
acknowledges the provision in the Declarations of Trust of the Trust
and of the Adviser limiting the personal liability of trustees, officers,
and shareholders of the Fund and the Adviser, respectively, and the
Sub-Adviser hereby agrees that it shall have recourse to the Fund or
the Adviser, respectively, for payment of claims or obligations as
between the Fund or the Adviser, respectively, and the Sub-Adviser
arising out of this Agreement and shall not seek satisfaction from the
trustees, officers, or shareholders of the Fund or the Adviser.
9. No Third Party Beneficiaries. Nothing in this
Agreement, express or implied, is intended to or shall confer upon any
person not a party hereto any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
10. Certain Definitions. The terms "assignment" and
"interested persons" when used herein shall have the respective
meanings specified in the Investment Company Act of 1940, as now in
effect or as hereafter amended subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission by any
rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote, at a meeting of
shareholders, of the lesser of (a) 67 per centum or more of shares of
the Fund present or represented by proxy at the meeting if the holders
of more than 50 per centum of the outstanding shares of the Fund are
present or represented by proxy at the meeting, or (b) more than 50
per centum of the outstanding shares of the Fund.
11. Miscellaneous.
(a) If any term or provision of this Agreement or the
application thereof to any person or circumstance is held to be invalid
or unenforceable to any extent, the remainder of this Agreement or the
application of such provision to other persons or circumstances shall
not be affected thereby and shall be enforced to the fullest extent
permitted by law.
(b) This Agreement shall be governed by and
interpreted in accordance with the laws of the Commonwealth of
Massachusetts.
(c) This Agreement may be executed by the parties
hereto in any number of counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
BOSTON
MANAGEMENT AND RESEARCH
By:
Name:
Xxxxxxx X. Gemma
Title:
Vice President and not individually
XXXXX XXXXX ADVISERS INTERNATIONAL LTD.
A private limited company incorporated in England and Wales,
authorized and regulated by the Financial Conduct Authority of the
United Kingdom
By:
Name:
Xxxxxxxxx X. Marius
Title:
Director and not individually
Acknowledged and agreed to as of the day
and year first above written:
XXXXX XXXXX SPECIAL INVESTMENT TRUST
(on behalf of Xxxxx Xxxxx Global Small-Cap Fund)
By:
Name: Payson X. Xxxxxxxxx
Title: President and not individually
SCHEDULE A
Annual Investment Sub-Advisory Fee
Average
Daily
Net
Assets
for the
Month
Annual
Fee
Rate
Up to
$500
million
0.338%
$500
million
but less
than $1
billion
0.326%
$1
billion
but less
than
$2.5
billion
0.315%
$2.5
billion
but less
than $5
billion
0.306%
$5
billion
and
over
0.299%
The Adviser may agree to limit the total annual operating expenses of
the Fund. The amount of any such subsidy (including subsidy amounts
attributable to a seed investment in the Fund by the Adviser or Sub-
Adviser) will be borne in proportion to the Fund's investment advisory
fee and sub-advisory fee earned by the Adviser and the Sub-Adviser,
respectively.
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