ASIAN SMALL COMPANIES PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 28th day of April,
2011, between Asian Small Companies Portfolio,
a Massachusetts business trust (the "Trust"),
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 Trust and to administer its affairs, 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 and in
the purchase and sale of securities for the Trust
and to furnish for the use of the Trust office
space and all necessary office facilities,
equipment and personnel for servicing the
investments of the Trust and for administering
its affairs 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
Trust's investments. As investment adviser to
the Trust, 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 Trust'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. The
Adviser 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, commodities,
and investment instruments on behalf of the
Trust. Should the Trustees of the Trust at any
time, however, make any specific determination
as to investment policy for the Trust 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.
The Adviser shall place all orders for the
purchase or sale of portfolio securities for the
account of the Trust 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 Trust to give
instructions to the custodian of the Trust as to
deliveries of securities and payments of cash for
the account of the Trust. 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 Trust
compensation in an amount equal to the
following of the average daily net assets of the
Trust throughout each month:
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Such compensation shall be paid monthly
in arrears on the last business day of each
month. The Trust'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 Trust, 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 Trust will
pay all expenses other than those expressly
stated to be payable by the Adviser hereunder,
which expenses payable by the Trust shall
include, without implied limitation, (i) expenses
of maintaining the Trust 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
Interests in the Trust, (viii) expenses of
registering and qualifying the Trust and
Interests in the Trust 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 Holders and
investors, and fees and expenses of registering
and maintaining registrations of the Trust and of
the Trust's placement agent as broker-dealer
or agent under state securities laws, (ix)
expenses of reports and notices to Holders and
of meetings of Holders 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 Trust (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, Holder servicing agents and
registrars for all services to the Trust, (xv)
expenses for servicing the account of Holders,
(xvi) any direct charges to Holders 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,
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 Holders with respect thereto.
4. Other Interests. It is understood
that Trustees and officers of the Trust and
Holders of Interests in the Trust 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 Trust, and
that the Adviser may be or become interested
in the Trust as a Holder 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
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 to any Holder of Interests in the Trust
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 to execute the Trust'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. Each such sub-investment adviser's
performance 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
and/or enter into an agreement with one or
more other sub-investment advisers, 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 for one-year from
the effective date and shall continue in full force
and effect indefinitely thereafter, but only so
long as such continuance 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 Trust
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 Trust.
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
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) if
required by the Investment Company Act of
1940, by vote of a majority of the outstanding
voting securities of the Trust.
9. Limitation of Liability. The Adviser
expressly acknowledges the provisions in the
Declaration of Trust of the Trust limiting the
personal liability of the Trustees and officers of
the Trust, and the Adviser hereby agrees that it
shall have recourse to the Trust for payment of
claims or obligations as between the Trust and
the Adviser arising out of this Agreement and
shall not seek satisfaction from any Trustee or
officer of the Trust.
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 Holders, of the lesser of (a)
67 per centum or more of the Interests in the
Trust present or represented by proxy at the
meeting if the Holders of more than 50 per
centum of the outstanding Interests in the Trust
are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the
outstanding Interests in the Trust. The terms
"Holders" and "Interests" when used herein
shall have the respective meanings specified in
the Declaration of Trust of the Trust.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed on
the day and year first above written.
ASIAN SMALL COMPANIES
PORTFOLIO
By: /s/
Xxxxxx X. Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx
Vice
President
BOSTON
MANAGEMENT AND RESEARCH
By: /s/
Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Vice
President
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