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
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