INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 2nd day of January, by and between Xxxxxxxx,
Xxxx & Xxxx Investment Trust, an unincorporated business trust organized under
the laws of The Commonwealth of Massachusetts (the "Trust"), and Xxxxxxxx, Ayer
& Wood, 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 the Xxxxxxxx Small Cap Tax-Sensitive Equity 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 an 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 the Adviser a fee at the annual rate of 0.60% 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
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.
(c) The Adviser agrees that if total expenses (excluding brokerage, taxes
and extraordinary expenses) of the Fund for any fiscal year of the Fund exceed
the permissible limit applicable in any state in which shares of the Fund are
then qualified for sale, the compensation due the Adviser for such fiscal year
shall be proportionately reduced by the amount of such excess by a reduction or
refund thereof at the time such compensation is payable after the end of each
calendar month, subject to readjustment during such fiscal year.
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 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 "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 and 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.
XXXXXXXX, AYER & WOOD
INVESTMENT TRUST
Attest:
__________________________________ By __________________________________
Title:
XXXXXXXX, XXXX & XXXX, INC.
Attest:
__________________________________ By: __________________________________
Title:
