XXXXX XXXXX INVESTMENT TRUST
INVESTMENT ADVISORY AND ADMINISTRATIVE
AGREEMENT
ON BEHALF OF
XXXXX XXXXX SHORT DURATION MUNICIPAL
OPPORTUNITIES FUND
AGREEMENT made this 14th day of November, 2016,
between Xxxxx Xxxxx Investment Trust, a Massachusetts business trust
(the "Trust"), on behalf of Xxxxx Xxxxx Short Duration Municipal
Opportunities Fund (the "Fund"), and Xxxxx Xxxxx Management, a
Massachusetts business trust ("Xxxxx Xxxxx").
1. Duties of Xxxxx Xxxxx. The Trust hereby employs
Xxxxx Xxxxx to act as investment adviser for and to manage the
investment and reinvestment of the assets of the Fund and to
administer the Fund's affairs, subject to the supervision of the Trustees
of the Trust, for the period and on the terms set forth in this
Agreement.
Xxxxx Xxxxx hereby accepts such employment, and
undertakes to afford to the Trust the advice and assistance of Xxxxx
Xxxxx'x organization in the choice of investments, in the purchase and
sale of securities and in the administration of 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 affairs and to pay the salaries and fees of all
officers and Trustees of the Trust who are members of Xxxxx Xxxxx'x
organization and all personnel of Xxxxx Xxxxx performing services
relating to research and investment and administrative activities.
Xxxxx Xxxxx 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.
In connection with its responsibilities as administrator of the
Fund, Xxxxx Xxxxx will:
* assist in preparing all annual, semi-annual and other
reports required to be sent to Fund shareholders
and/or filed with the Securities and Exchange
Commission ("SEC"), and arrange for such filing and
printing and dissemination of such reports to
shareholders;
* prepare and assemble all reports required to be filed by
the Trust on behalf of the Fund with the SEC on Form
N-SAR, or on such other form as the SEC may
substitute for Form N-SAR, and file such reports with
the SEC;
* review the provision of services by the Fund's
independent public accounting firm, including, but not
limited to, the preparation by such firm of audited
financial statements of the Fund and the Fund's federal,
state and local tax returns; and make such reports and
recommendations to the Trustees of the Trust
concerning the performance of the independent
accountants as the Trustees deem appropriate;
* arrange for the filing with the appropriate authorities
all required federal, state and local tax returns;
* arrange for the dissemination to shareholders of the
Fund's proxy materials, and oversee the tabulation of
proxies by the Fund's transfer agent or other duly
authorized proxy tabulator;
* review and supervise the provision of custodian services
to the Fund; and make such reports and
recommendations to the Trustees concerning the
provision of such services as the Trustees deem
appropriate;
* oversee the valuation of all such portfolio investments
and other assets of the Fund as may be designated by
the Trustees (subject to any guidelines, directions and
instructions of the Trustees), and review and supervise
the calculation of the net asset value of the Fund's
shares by the custodian;
* negotiate the terms and conditions under which
transfer agency and dividend disbursing services will be
provided to the Fund, and the fees to be paid by the
Fund in connection therewith; review and supervise the
provision of transfer agency and dividend disbursing
services to the Fund; and make such reports and
recommendations to the Trustees concerning the
performance of the Fund's transfer and dividend
disbursing agent as the Trustees deem appropriate;
* establish the accounting policies of the Fund; reconcile
accounting issues that may arise with respect to the
Fund's operations; and consult with the Fund's
independent accountants, legal counsel, custodian,
accounting and bookkeeping agents and transfer and
dividend disbursing agent as necessary in connection
therewith;
* determine the amount of all distributions (if any) to be
paid by the Fund to its shareholders; prepare and
arrange for the publishing of notices to shareholders
regarding such distributions (if required) and provide
the Fund's transfer and dividend disbursing agent and
custodian with such information as is required for such
parties to effect the payment of distributions;
* review the Fund's bills and authorize payments of such
bills by the Fund's custodian;
* oversee services provided to the Fund by external
counsel;
* arrange for the preparation and filing of all other
reports, forms, registration statements and documents
required to be filed by the Trust on behalf of the Fund
with the SEC and any other regulatory body; and
* provide other internal legal, auditing, accounting and
administrative services as ordinarily required in
conducting the Fund's business affairs.
Xxxxx Xxxxx 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. As
investment adviser to the Trust, Xxxxx Xxxxx 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. Xxxxx Xxxxx is authorized, in its discretion and without
prior consultation with the Trust, to buy, sell, and otherwise trade in
any and all types of securities, derivatives 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 Xxxxx Xxxxx thereof in writing, Xxxxx Xxxxx 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. Xxxxx Xxxxx 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.
Xxxxx Xxxxx 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 Xxxxx Xxxxx, and to that
end Xxxxx Xxxxx 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,
Xxxxx Xxxxx shall adhere to procedures adopted by the Board of
Trustees of the Trust.
Notwithstanding the foregoing, Xxxxx Xxxxx shall not be
deemed to have assumed any duties with respect to, and shall not be
responsible for, the distribution of shares of the Fund, nor shall Xxxxx
Xxxxx be deemed to have assumed or have any responsibility with
respect to functions specifically assumed by any transfer agent,
custodian or shareholder servicing agent of the Trust or the Fund.
2. Compensation of Xxxxx Xxxxx. For the services,
payments and facilities to be furnished hereunder by Xxxxx Xxxxx,
Xxxxx Xxxxx shall be entitled to receive from the Fund fees in an
amount equal to the following average daily net assets of the Fund
throughout each month:
Average
Daily
Net
Assets
for the
Month
Annual
Fee
Rate
Up to
$1
billion
0.400%
$1
billion
but less
than
$2.5
billion
0.375%
$2.5
billion
but less
than $5
billion
0.360%
$5
billion
and
over
0.350%
Such compensation shall be paid monthly in arrears. 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. Xxxxx Xxxxx may, from time to time,
waive all or a part of the above compensation.
3. Allocation of Charges and Expenses. Xxxxx Xxxxx
shall pay the entire salaries and fees of all of the Trust's Trustees and
officers employed by Xxxxx Xxxxx and who devote part or all of their
time to the affairs of Xxxxx Xxxxx, and the salaries and fees of such
persons shall not be deemed to be expenses incurred by the Trust for
purposes of this Section 3. Except as provided in the foregoing
sentence, it is understood that the Fund will pay all expenses other
than those expressly stated to be payable by Xxxxx Xxxxx hereunder,
which expenses payable by the Fund shall include, without implied
limitation:
* expenses of organizing and maintaining the Fund and
continuing its existence;
* commissions, fees and other expenses connected with
the acquisition and disposition of securities and other
investments;
* auditing, accounting and legal expenses;
* taxes and interest;
* governmental fees;
* expenses of issue, sale and redemption of shares;
* 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
under state securities laws;
* registration of the Trust under the Investment Company
Act of 1940;
* expenses of reports and notices to shareholders and of
meetings of shareholders and proxy solicitations
therefor;
* expenses of reports to regulatory bodies;
* insurance expenses;
* association membership dues;
* 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 and accounts, and
determination of net asset values);
* fees, expenses and disbursements of transfer agents,
dividend disbursing agents, shareholder servicing
agents and registrars for all services to the Fund;
* expenses for servicing shareholder accounts;
* any direct charges to shareholders approved by the
Trustees of the Trust;
* compensation and expenses of Trustees of the Trust
who are not members of Xxxxx Xxxxx'x organization;
* all payments to be made and expenses to be assumed
by the Fund in connection with the distribution of Fund
shares;
* any pricing or valuation services employed by the Fund
to value its investments including primary and
comparative valuation services;
* any investment advisory, sub-advisory or similar
management fee payable by the Fund;
* all expenses incurred in connection with the Fund's use
of a line of credit; and
* 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 and officers 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 Xxxxx Xxxxx as trustees, officers, employees,
shareholders or otherwise and that trustees, officers, employees and
shareholders of Xxxxx Xxxxx are or may be or become similarly
interested in the Fund, and that Xxxxx Xxxxx may be or become
interested in the Fund as a shareholder or otherwise. It is also
understood that trustees, officers, employees and shareholders of
Xxxxx Xxxxx 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 Xxxxx Xxxxx 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 Xxxxx Xxxxx 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 Xxxxx Xxxxx. The services
of Xxxxx Xxxxx to the Trust and the Fund are not to be deemed to be
exclusive, Xxxxx Xxxxx 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 Xxxxx Xxxxx, Xxxxx
Xxxxx 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.
The Trust expressly acknowledges the provision in the
Declaration of Trust of Xxxxx Xxxxx limiting the personal liability of the
Trustees of Xxxxx Xxxxx and the shareholders of Xxxxx Xxxxx, and the
Trust hereby agrees that it shall have recourse to Xxxxx Xxxxx for
payment of claims or obligations as between Xxxxx Xxxxx and the
Trust arising out of this Agreement and shall not seek satisfaction from
the Trustees or shareholders or any Trustee of Xxxxx Xxxxx.
6. Sub-Advisers and Sub-Administrators. Xxxxx
Xxxxx may employ one or more sub-advisers or sub-administrators
from time to time to perform such of the acts and services of Xxxxx
Xxxxx 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 Xxxxx Xxxxx
and such sub-adviser or sub-administrator and approved by the
Trustees of the Trust, all as permitted by the Investment Company Act
of 1940. The performance of each such sub-investment adviser or
sub-administrator of its obligation under any such agreement shall be
supervised by Xxxxx Xxxxx. Further, Xxxxx Xxxxx may, with the
approval of the Trustees of the Trust and without the vote of any
Interests in the Trust, terminate any agreement with any sub-
investment adviser or sub-administrator and/or enter into an
agreement with one or more other sub-investment advisers or sub-
administrators, all as permitted by the Investment Company Act of
1940 and the rules hereunder. In the event a sub-adviser or sub-
administrator is employed, Xxxxx Xxxxx retains the authority to
immediately assume responsibility for any functions delegated to a
sub-adviser or sub-administrator, subject to approval by the Board and
notice to the sub-adviser or sub-administrator.
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 Xxxxx Xxxxx 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 Xxxxx Xxxxx, as the case may be, and the Trust may, at any
time upon such written notice to Xxxxx Xxxxx, 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 Xxxxx Xxxxx or the Trust cast in
person at a meeting called for the purpose of voting on such approval,
and (ii) if required by the Investment Company Act of 1940, by vote of
a majority of the outstanding voting securities of the Fund.
9. Limitation of Liability of Trust. Xxxxx Xxxxx
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 Xxxxx Xxxxx 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 Xxxxx Xxxxx 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. Use of the Name "Xxxxx Xxxxx". Xxxxx Xxxxx
hereby consents to the use by the Fund of the name "Xxxxx Xxxxx" as
part of the Fund's name; provided, however, that such consent shall be
conditioned upon the employment of Xxxxx Xxxxx or one of its
affiliates as the investment adviser or administrator of the Fund. The
name "Xxxxx Xxxxx" or any variation thereof may be used from time to
time in other connections and for other purposes by Xxxxx Xxxxx and
its affiliates and other investment companies that have obtained
consent to the use of the name "Xxxxx Xxxxx". Xxxxx Xxxxx shall have
the right to require the Fund to cease using the name "Xxxxx Xxxxx"
as part of the Fund's name if the Fund ceases, for any reason, to
employ Xxxxx Xxxxx or one of its affiliates as the Fund's investment
adviser or administrator. Future names adopted by the Fund for itself,
insofar as such names include identifying words requiring the consent
of Xxxxx Xxxxx, shall be the property of Xxxxx Xxxxx and shall be
subject to the same terms and conditions.
11. 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.
12. 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.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day and year first above written.
XXXXX XXXXX
INVESTMENT TRUST on behalf of
XXXXX XXXXX
SHORT DURATION
MUNICIPAL
OPPORTUNITIES
FUND
By: /s/
Payson X. Xxxxxxxxx
Xxxxxx X.
Xxxxxxxxx, President
XXXXX XXXXX
MANAGEMENT
By: /s/
Xxxxxxx X. Gemma
Xxxxxxx
X. Gemma, Vice President
11
