INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 15th day of November, 2004, between Mellon
Institutional Funds Investment Trust, an unincorporated business trust organized
under the laws of The Commonwealth of Massachusetts (the "Trust"), and The
Boston Company Asset Management, 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 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 The Boston Company International Value Opportunities 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 0.75% 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 until October 31, 2001 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 ▇▇▇▇
▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) of the Fund 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.
2
6. LIMITATION OF LIABILITY.
The term "Mellon Institutional Funds 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 the
shareholders of the Fund and this Agreement has been signed by an authorized
officer of the Trust, acting as such, and neither such authorization by such
Trustees and shareholders 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 INVESTMENT
TRUST, on behalf of THE BOSTON COMPANY
INTERNATIONAL VALUE OPPORTUNITIES FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Secretary and Vice President
THE BOSTON COMPANY ASSET MANAGEMENT, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Executive Officer
3
