INVESTMENT ADVISORY AGREEMENT
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AGREEMENT made as of this 30th day of June 1995, 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 Fixed Income Fund II (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 as 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 to the Adviser a fee at the annual rate of .40% of the
Fund's average net asset value, computed no less frequently than weekly.
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 lower of 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
parties.
(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 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 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:
