XXXXX XXXXX MUTUAL FUNDS TRUST
INVESTMENT ADVISORY AGREEMENT
ON BEHALF OF
XXXXX XXXXX TAX-MANAGED MID-CAP
CORE FUND
AGREEMENT made this 21st day of
April, 2011, between Xxxxx Xxxxx Mutual
Funds Trust, a Massachusetts business trust
(the "Trust"), on behalf of Xxxxx Xxxxx Tax-
Managed Mid-Cap Core Fund (the "Fund"),
and Boston Management and Research, a
Massachusetts business trust (the
"Adviser").
1. Duties of the Adviser. The Trust
hereby employs the Adviser to act as
investment adviser for and to manage the
investment and reinvestment of the assets of
the Fund, subject to the supervision of the
Trustees of the Trust, for the period and on
the terms set forth in this Agreement.
The Adviser hereby accepts such
employment, and undertakes to afford to the
Trust the advice and assistance of the
Adviser's organization in the choice of
investments, 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 to
pay the salaries and fees of all officers and
Trustees of the Trust who are members of the
Adviser's organization and all personnel of
the Adviser performing services relating to
research and investment activities. The
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 Trust in any way or otherwise
be deemed an agent of the Trust.
The Adviser shall provide the Trust with
such investment management and supervision
as the Trust may from time to time consider
necessary for the proper supervision of the
Fund's investments. As investment adviser
to the Fund, the 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 Declaration of Trust, By-Laws and
registration statement of the Trust under the
Investment Company Act of 1940, all as from
time to time amended. Should the Trustees
of the Trust at any time, however, make any
specific determination as to investment policy
for the Fund and notify the Adviser thereof in
writing, the 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
Adviser shall take, on behalf of the Trust, all
actions which it deems necessary or desirable
to implement the investment policies of the
Trust and of the Fund.
The Adviser shall place all 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 Adviser, and to that end the 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 Adviser
shall adhere to procedures adopted by the
Board of Trustees of the Trust.
2. Compensation of the Adviser.
For the services, payments and facilities to be
furnished hereunder by the Adviser, the
Adviser shall be entitled to receive from the
Fund compensation in an amount equal to the
following of average daily net assets of the
Fund throughout each month:
Average Daily Net
Assets for the
Month
Annual Fee Rate
Up to $500 million
0.800%
$500 million but
less than $1 billion
0.750%
$1 billion but less
than $1.5 billion
0.725%
$1.5 billion but less
than $2.5 billion
0.700%
$2.5 billion and
over
0.675%
Such compensation shall be paid 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 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 the Fund will
pay all expenses other than those expressly
stated to be payable by the Adviser
hereunder, which expenses payable by the
Fund shall include, without implied limitation,
(i) expenses of organizing and maintaining the
Fund and continuing its existence, (ii)
registration of the Trust under the Investment
Company Act of 1940, (iii) commissions, 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
Trust, 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 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, if any, 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), (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 organization,
(xviii) all payments to be made and expenses
to be assumed by the Fund pursuant to any
one or more distribution plans adopted by
the Trust on behalf of the Fund pursuant to
Rule 12b-1 under the Investment Company
Act of 1940, and (xix) 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 Adviser as trustees,
officers, employees, shareholders or
otherwise and that trustees, officers,
employees and shareholders of the Adviser
are or may be or become similarly interested
in the Fund, and that the 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 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) which the Adviser may
organize, sponsor or acquire, or with which it
may merge or consolidate, and which may
include the words "Xxxxx Xxxxx" or
"Boston Management and Research" or any
combination thereof as part of their name,
and that the 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
Adviser. The services of the Adviser to the
Trust and the Fund are not to be deemed to
be exclusive, the 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 Adviser, the
Adviser shall not be subject to liability to the
Trust or the Fund or to any shareholder of the
Fund for any act or omission in the course of,
or connected with, rendering services
hereunder or for any losses which may be
sustained in the acquisition, holding or
disposition of any security or other
investment.
6. Sub-Investment Advisers. The
Adviser may employ one or more sub-
investment advisers from time to time to
perform such of the acts and services of the
Adviser including the selection of brokers or
dealers or other persons to execute the
Fund's portfolio security transactions, and
upon such terms and conditions as may be
agreed upon between the Adviser and such
investment adviser and approved by the
Trustees of the Trust, all as permitted by the
Investment Company Act of 1940.
7. 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 Adviser or
the Trust cast in person at a meeting called
for the purpose of voting on such approval.
Either party hereto may, at any time on
sixty (60) days' prior written notice to the
other, terminate this Agreement without the
payment of any penalty, by action of Trustees
of the Trust or the trustees of the Adviser, as
the case may be, and the Trust may, at any
time upon such written notice to the Adviser,
terminate this Agreement by vote of a
majority of the outstanding voting securities
of the Fund. This Agreement shall terminate
automatically in the event of its assignment.
8. Amendments of the Agreement.
This Agreement may be amended by a writing
signed by both parties hereto, provided that
no material 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
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.
9. Limitation of Liability. The Adviser
expressly acknowledges the provision in the
Declaration of Trust of the Trust limiting the
personal liability of the Trustees of the Trust
and the shareholders of the Fund, and the
Adviser hereby agrees that it shall have
recourse to the Trust or the Fund for payment
of claims or obligations as between the Trust
or the Fund and the Adviser arising out of this
Agreement and shall not seek satisfaction
from the Trustees or shareholders or any
Trustee of the Trust or shareholder of the
Fund.
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 the shares of the Fund
present or represented by proxy at the
meeting if the holders of more than 50 per
centum of the shares of the Fund are present
or represented by proxy at the meeting, or
(b) more than 50 per centum of the shares of
the Fund.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be
executed on the day and year first above
written.
XXXXX XXXXX
MUTUAL FUNDS TRUST on behalf of
Xxxxx Xxxxx Tax-
Managed Mid-Cap Core Fund
By: /s/Xxxxxx X.
Xxxxxxxxxx
Xxxxxx X.
Xxxxxxxxxx, President
BOSTON
MANAGEMENT AND RESEARCH
By: /s/Xxxxxxx
X. Gemma
Xxxxxxx X.
Gemma, Vice President
2
017_0201
