THE TAX EXEMPT BOND PORTFOLIO
INVESTMENT ADVISORY AGREEMENT
Agreement, made this 30th day of June, 1993, between The Tax Exempt
Bond Portfolio, a trust organized under the law of the State of New York (the
"Portfolio") and Xxxxxx Guaranty Trust Company of New York, a New York trust
company authorized to conduct a general banking business (the "Advisor"),
WHEREAS, the Portfolio is an open-end diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Portfolio desires to retain the Advisor to render
investment advisory services to the Portfolio, and the Advisor is willing to
render such services;
NOW, THEREFORE, this Agreement
W I T N E S S E T H:
that in consideration of the premises and mutual promises hereinafter set
forth, the parties hereto agree as follows:
1. The Portfolio hereby appoints the Advisor to act as
investment adviser to the Portfolio for the period and on the terms set forth
in this Agreement. The Advisor accepts such appointment and agrees to render
the services herein set forth, for the compensation herein provided.
2. Subject to the general supervision of the Trustees of the
Portfolio, the Advisor shall manage the investment operations of the Portfolio
and the composition of the Portfolio's holdings of securities and investments,
including cash, the purchase, retention and disposition thereof and agreements
relating thereto, in accordance with the Portfolio's investment objectives and
policies as stated in the Registration Statement (as defined in paragraph 3(d)
of this Agreement) and subject to the following understandings:
(a) the Advisor shall furnish a continuous investment
program for the Portfolio and determine from time to time what
investments or securities will be purchased, retained, sold or lent
by the Portfolio, and what portion of the assets will be invested or
held uninvested as cash;
(b) the Advisor shall use the same skill and care in the
management of the Portfolio's investments as it uses in the
administration of other accounts for which it has investment
responsibility as agent;
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(c) the Advisor, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Declaration of Trust, By-Laws and Registration Statement of the
Portfolio and with the instructions and directions of the Trustees of
the Portfolio and will conform to and comply with the requirements of
the 1940 Act and all other applicable federal and state laws and
regulations;
(d) the Advisor shall determine the securities to be
purchased, sold or lent by the Portfolio and as agent for the
Portfolio will effect portfolio transactions pursuant to its
determinations either directly with the issuer or with any broker
and/or dealer in such securities; in placing orders with brokers
and/or dealers the Advisor intends to seek best price and execution
for purchases and sales; the Advisor shall also determine whether or
not the Portfolio shall enter into repurchase or reverse repurchase
agreements;
On occasions when the Advisor deems the purchase or sale of
a security to be in the best interest of the Portfolio as well as
other customers of the Advisor, the Advisor may, to the extent
permitted by applicable laws and regulations, but shall not be
obligated to, aggregate the securities to be so sold or purchased in
order to obtain best execution, including lower brokerage
commissions, if applicable. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in
the transaction, will be made by the Advisor in the manner it
considers to be the most equitable and consistent with its fiduciary
obligations to the Portfolio;
(e) the Advisor shall maintain books and records with
respect to the Portfolio's securities transactions and shall render
to the Portfolio's Trustees such periodic and special reports as the
Trustees may reasonably request; and
(f) the investment management services of the Advisor to the
Portfolio under this Agreement are not to be deemed exclusive, and
the Advisor shall be free to render similar services to others.
3. The Portfolio has delivered copies of each of the
following documents to the Advisor and will promptly notify and deliver to it
all future amendments and supplements, if any:
(a) Declaration of Trust of the Portfolio (such Declaration
of Trust, as presently in effect and as amended from time to time, is
herein called the "Declaration of Trust");
(b) By-Laws of the Portfolio (such By-Laws, as presently in
effect and as amended from time to time, are herein called the "By-Laws");
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(c) Certified resolutions of the Trustees of the Portfolio
authorizing the appointment of the Advisor and approving the form of
this Agreement;
(d) The Portfolio's Notification of Registration on Form
N-8A and Registration Statement on Form N-1A (No. 811-7848) each
under the 1940 Act (the "Registration Statement") as filed with the
Securities and Exchange Commission (the "Commission") on July 6,
1993, all amendments thereto.
4. The Advisor shall keep the Portfolio's books and records
required to be maintained by it pursuant to paragraph 2(e). The Advisor agrees
that all records which it maintains for the Portfolio are the property of the
Portfolio and it will promptly surrender any of such records to the Portfolio
upon the Portfolio's request. The Advisor further agrees to preserve for the
periods prescribed by Rule 31a-2 of the Commission under the 1940 Act any such
records as are required to be maintained by the Advisor with respect to the
Portfolio by Rule 31a-1 of the Commission under the 1940 Act.
5. During the term of this Agreement the Advisor will pay
all expenses incurred by it in connection with its activities under this
Agreement, other than the cost of securities and investments purchased for the
Portfolio (including taxes and brokerage commissions, if any).
6. For the services provided and the expenses borne pursuant
to this Agreement, the Portfolio will pay to the Advisor as full compensation
therefor a fee at an annual rate equal to .30% of the Portfolio's average
daily net assets. This fee will be computed daily and payable as agreed by the
Portfolio and the Advisor, but no more frequently than monthly.
7. The Advisor shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Portfolio in connection with
the matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the period
and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or a loss
resulting from willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
8. This Agreement shall continue in effect for a period of
more than two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated by the
Portfolio at any time,
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without the payment of any penalty, by vote of a majority of all the Trustees
of the Portfolio or by vote of a majority of the outstanding voting securities
of the Portfolio on 60 days' written notice to the Advisor, or by the Advisor
at any time, without the payment of any penalty, on 90 days' written notice to
the Portfolio. This Agreement will automatically and immediately terminate in
the event of its assignment (as defined in the 1940 Act).
9. The Advisor shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise expressly provided
herein or authorized by the Trustees of the Portfolio from time to time, have
no authority to act for or represent the Portfolio in any way or otherwise be
deemed an agent of the Portfolio.
10. This Agreement may be amended by mutual consent, but the
consent of the Portfolio must be approved (a) by vote of a majority of those
Trustees of the Portfolio who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such amendment, and (b) by vote of a majority of the outstanding
voting securities of the Portfolio.
11. Notices of any kind to be given to the Advisor by the
Portfolio shall be in writing and shall be duly given if mailed or delivered
to the Advisor at 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Managing Director, Funds Management Division, or at such other address or to
such other individual as shall be specified by the Advisor to the Portfolio.
Notices of any kind to be given to the Portfolio by the Advisor shall be in
writing and shall be duly given if mailed or delivered to the Portfolio at 0
Xx. Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000 or at such other
address or to such other individual as shall be specified by the Portfolio to
the Advisor.
12. The Trustees have authorized the execution of this
Agreement in their capacity as Trustees and not individually and the Advisor
agrees that neither the shareholders nor the Trustees nor any officer,
employee, representative or agent of the Portfolio shall be personally liable
upon, or shall resort be had to their private property for the satisfaction
of, obligations given, executed or delivered on behalf of or by the Portfolio,
that the shareholders, trustees, officers, employees, representatives and
agents of the Portfolio shall not be personally liable hereunder, and that it
shall look solely to the property of the Portfolio for the satisfaction of any
claim hereunder.
13. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
14. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the 30th
day of June, 1993.
THE TAX EXEMPT BOND PORTFOLIO
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx X. Xxxxxxxx
President
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Vice President
TEBIAAHU
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