INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 1st day of November, 1992, by and between
Xxxxxxxx, Xxxx & Xxxx Investment Trust, an unincorporated business trust
organized under the laws of The Commonwealth of Massachusetts (the "Trust") and
Standish, Ayer & Wood, Inc., a Massachusetts corporation (the "Adviser".)
W I T N E S S E T H :
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 Standish Massachusetts Intermediate Tax Exempt Bond
Fund (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 0.40% 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 the short fiscal year ending
December 31, 1992, or either of the full fiscal years ending December 31, 1992
or 1994 exceed the lower of (a) 0.65% of the Fund's average daily net assets or
(b) the permissible limit applicable in any state in which shares of the Fund
are then qualified for sale, the compensation due the Adviser for any 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
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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 Trust 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.
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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:
/s/ By: /s/ Xxxxxxx X. Xxxx
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Title: President
XXXXXXXX, AYER & WOOD, INC.
Attest:
/s/ By: /s/
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Title: President
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