INVESTMENT ADVISORY AGREEMENT
FOR MCBT EMEA FUND
AGREEMENT made this 13 day of June, 1997, by and between Xxxxxx Xxxxxx
Business Trust, an unincorporated business trust organized under the laws of The
Commonwealth of Massachusetts (the "Trust"), on behalf of its MCBT EMEA Fund
series (the "Fund"), and Xxxxxx Xxxxxx, Inc., a New York corporation (the
"Adviser"),
W I T N E S S E T H
WHEREAS, the Trust is engaged in business as an open-end series management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); 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; and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services and certain other services to the Fund;
NOW, THEREFORE, the parties hereby agree as follows:
1. APPOINTMENT OF 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.
2. DUTIES OF ADVISER. (a) The Adviser, at its expense, will furnish
continuously an investment program for the Fund, will determine, subject to the
overall supervision 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 Fund, make changes in the
investments of the Fund. Subject always to the supervision of the Trustees of
the Trust, the Adviser will also manage, supervise and conduct the other affairs
and business of the Fund and matters incidental thereto, subject always to the
provisions of the Trust's Declaration of Trust and Bylaws and of the 1940 Act.
The Adviser, and any affiliate 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 to the Fund hereunder are not
impaired.
(b) The Adviser shall provide, without cost to the Fund all necessary
office space and the services of executive personnel for administering the
affairs of the Fund.
(c) The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the account of the Fund with
issuers, brokers or dealers selected by the Adviser. In executing portfolio
transactions and selecting brokers or dealers, the Adviser will use its best
efforts to seek, on behalf of the Fund, the best overall terms available. In
assessing the best overall terms available for any transaction, the Adviser
shall consider all factors it deems relevant, including the breadth of the
market in the security, the financial condition and execution capabilities of
the broker or dealer, and the reasonableness of the commission, if any (for the
specific transaction and on a continuing basis). In evaluating the best overall
terms available and in selecting the broker or dealer to execute a particular
transaction, the Adviser may also consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) provided by such broker
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or dealer to the Fund or other accounts over which the Adviser or any affiliate
of the Adviser exercises investment discretion. The Adviser is authorized to
pay to a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Fund which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if, but only if, the Adviser determines in good
faith that such commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or in terms of all of the accounts
over which the Adviser or any affiliate of the Adviser exercises investment
discretion.
3. COMPENSATION OF 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 1.50% of the Fund's average
net asset value. Such fee shall be accrued and payable quarterly. For purposes
of calculating such fee, such 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 Offering Memorandum and Statement of Additional Information.
(b) For any period less than a full month during which this Agreement is
in effect the compensation payable to the Adviser hereunder shall be prorated
according to the proportion which such period bears to a full month.
(c) The Adviser agrees that if total expenses of the Fund for any fiscal
year exceed the permissible limits applicable to the Fund in any state in which
the Fund's shares are then qualified for sale, the compensation due the Adviser
for such fiscal year shall be reduced by
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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 during such fiscal
year of the Fund subject to readjustment during the Fund's fiscal year.
4. LIMITATION OF LIABILITY OF 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 security 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 first written above. Unless terminated as herein provided, this
Agreement shall remain in full force and effect as to the Fund 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 continuance is approved
(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
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securities (as defined in the 0000 Xxx) of the Fund or by the Adviser, on sixty
days' written notice to the other party.
(c) This Agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act).
6. USE OF NAME. The Adviser owns the name "Xxxxxx Xxxxxx" and the
initials "MCBT," which may be used by the Trust only with the consent of the
Adviser. The Adviser consents to the use by the Trust of the name "Xxxxxx
Xxxxxx Business Trust" and "MCBT EMEA Fund" or any other name embodying the name
"Xxxxxx Xxxxxx" or the initials "MCBT," into such forms as the Adviser shall in
writing approve, but only on condition and so long as (i) this Contract shall
remain in full force and (ii) the Trust shall fully perform, fulfill and comply
with all provisions of this Contract expressed herein to be performed, fulfilled
or complied with by it. No such name shall be used by the Trust at any time or
in any place or for any purposes or under any conditions except as provided in
this section. The foregoing authorization by the Adviser to the Trust to use
said name and initials as part of a business or name is not exclusive of the
right of the Adviser itself to use, or to authorize others to use, the same; the
Trust acknowledges and agrees that as between the Adviser and the Trust, the
Adviser has the exclusive right so to authorize others to use the same; the
Trust acknowledges and agrees that as between the Adviser and the Trust, the
Adviser has the exclusive right so to use, or authorize others to use, said name
and initials and the Trust agrees to take such action as may reasonably be
requested by the Adviser to give full effect to the provisions of this section
(including, without limiting the generality of the foregoing, the Trust agrees
that, upon any termination of this Contract by either party or upon the
violation of any of its provisions
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by the Trust, the Trust will, at the request of the Adviser made within six
months after the Adviser has knowledge of such termination or violation, use its
best efforts to change the name of the Trust so as to eliminate all reference,
if any, to the name "Xxxxxx Xxxxxx" or initials "MCBT" and will not thereafter
transact any business in a name containing the name "Xxxxxx Xxxxxx" or initials
"MCBT" in any form or combination whatsoever, or designate itself as the same
entity as or successor to an entity of such name, or otherwise use the name
"Xxxxxx Xxxxxx" or initials "MCBT" or any other reference to the Adviser. Such
covenants on the part of the Trust shall be binding upon it, its trustees,
officers, stockholders, creditors and all other persons claiming under or
through it.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed as of the date first written above
XXXXXX XXXXXX BUSINESS TRUST
By
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C. Xxxxx X. Xxxxxx, President
XXXXXX XXXXXX, INC.
By
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NOTICE
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts and notice is hereby
given that this Agreement is executed with respect to the Trust's MCBT EMEA Fund
series on behalf of the Trust by officers of the Trust as officers and not
individually and that the obligations of this instrument are not binding upon
the Trustees, officers or holders of shares individually but are binding only
upon the assets and property of the MCBT EMEA Fund series.
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