Exhibit (d)(13)
XXXXXX XXXXXX INTERNATIONAL BOND FUND
ADVISORY AGREEMENT
AGREEMENT made as of this 1st day of February 2008, by and between Xxxxxx
Xxxxxx Funds II, a Massachusetts business trust (the "Trust"), with respect to
its Xxxxxx Xxxxxx International Bond Fund series (the "Series"), and Xxxxxx,
Xxxxxx & Company, L.P., a Delaware limited partnership (the "Adviser").
WITNESSETH:
WHEREAS, the Trust and the Adviser wish to enter into an agreement setting
forth the terms upon which the Adviser will perform certain services for the
Series;
NOW THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties agree as follows:
1. The Trust hereby employs the Adviser to manage the investment and
reinvestment of the assets belonging to the Series and to perform the other
services herein set forth, subject to the supervision of the Board of Trustees
of the Trust. The Adviser hereby accepts such employment and agrees, at its own
expense, to render the services and to assume the obligations herein set forth,
for the compensation herein provided. The Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, unless 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.
2. In carrying out its obligations to manage the investment and reinvestment
of the assets belonging to the Series, the Adviser shall:
(a) obtain and evaluate such economic, statistical and financial data and
information and undertake such additional investment research as it shall
believe necessary or advisable for the management of the investment and
reinvestment of the assets belonging to the Series in accordance with the
Series' investment objective and policies;
(b) take such steps as are necessary to implement the investment policies
of the Series by purchase and sale of securities, including the placing of
orders for such purchase and sale with brokers or dealers selected by the
Adviser; and
(c) regularly report to the Board of Trustees with respect to the
implementation of the investment policies of the Series.
3. All activities in connection with the management of the affairs of the
Series undertaken by the Adviser pursuant to this Agreement shall at all times
be subject to the supervision and control of the Board of Trustees, any duly
constituted committee thereof or any officer of the Trust acting pursuant to
like authority.
4. In addition to performing at its expense the obligations set forth in
section 2 hereof, the Adviser shall furnish to the Trust at the Adviser's own
expense or pay the expenses of the Trust for the following:
(a) office space in such place or places as may be agreed upon from time
to time, and all necessary office supplies, facilities and equipment;
(b) necessary executive and other personnel for managing the affairs of
the Series (exclusive of those related to and to be performed under contract
for custodial, transfer, dividend and plan agency services by the entity or
entities selected to perform such services and exclusive of any managerial
functions described in section 5); and
(c) compensation, if any, of Trustees of the Trust who are directors,
officers, partners or employees of the Adviser or any affiliated person
(other than a registered investment company) of the Adviser.
5. Except as the Adviser may otherwise agree from time to time, nothing in
section 4 hereof shall require the Adviser to bear, or to reimburse the Trust
for:
(a) any of the costs of printing and distributing the items referred to
in subsection (n) of this section 5;
(b) any of the costs of preparing, printing and distributing sales
literature;
(c) compensation of Trustees of the Trust who are not directors,
officers, partners or employees of the Adviser or of any affiliated person
(other than a registered investment company) of the Adviser;
(d) registration, filing and other fees in connection with requirements
of regulatory authorities;
(e) the charges and expenses of the custodian appointed by the Trust for
custodial, paying agent, transfer agent and plan agent services;
(f) charges and expenses of independent accountants retained by the Trust;
(g) charges and expenses of any transfer agents and registrars appointed
by the Trust;
(h) brokers' commissions and issue and transfer taxes chargeable to the
Trust in connection with securities transactions to which the Trust is a
party;
(i) taxes and fees payable by the Trust to Federal, State or other
governmental agencies;
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(j) any cost of certificates representing shares of the Series;
(k) legal fees and expenses in connection with the affairs of the Trust
including registering and qualifying its shares with Federal and State
regulatory authorities;
(l) expenses of meetings of shareholders and Trustees of the Trust;
(m) interest, including interest on borrowings by the Trust;
(n) the cost of services, including services of counsel, required in
connection with the preparation of the Trust's registration statements and
prospectuses, including amendments and revisions thereto, annual, semiannual
and other periodic reports of the Trust, and notices and proxy solicitation
material furnished to shareholders of the Trust or regulatory authorities;
and
(o) the Trust's expenses of bookkeeping, accounting, auditing and
financial reporting, including related clerical expenses.
6. The services of the Adviser to the Trust hereunder are not to be deemed
exclusive and the Adviser shall be free to render similar services to others,
so long as its services hereunder are not impaired thereby.
7. As full compensation for all services rendered, facilities furnished and
expenses borne by the Adviser hereunder, the Trust shall pay the Adviser
compensation at the annual percentage rate of 0.60% of the average daily net
assets of the Series or such lesser rate as the Adviser may agree to from time
to time. Such compensation shall be payable monthly in arrears or at such other
intervals, not less frequently than quarterly, as the Board of Trustees of the
Trust may from time to time determine and specify in writing to the Adviser.
The Adviser hereby acknowledges that the Trust's obligation to pay such
compensation is binding only on the assets and property belonging to the Series.
8. If the total of all ordinary business expenses of the Series or the Trust
as a whole (including investment advisory fees but excluding taxes and
portfolio brokerage commissions) for any fiscal year exceeds the lowest
applicable percentage of average net assets or income limitations prescribed by
any state in which shares of the Series are qualified for sale, the Adviser
shall pay any such excess. Solely for purposes of applying such limitations in
accordance with the foregoing sentence, the Series and the Trust shall each be
deemed to be a separate fund subject to such limitations. Should the applicable
state limitation provisions fail to specify how the average net assets of the
Trust or belonging to the Series are to be calculated, that figure shall be
calculated by reference to the average daily net assets of the Trust or the
Series, as the case may be.
9. It is understood that any of the shareholders, trustees, officers,
employees and agents of the Trust may be a partner, shareholder, director,
officer, employee or agent of, or be otherwise interested in, the Adviser, any
affiliated person of the Adviser, any organization in
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which the Adviser may have an interest or any organization which may have an
interest in the Adviser; that the Adviser, any such affiliated person or any
such organization may have an interest in the Trust; and that the existence of
any such dual interest shall not affect the validity hereof or of any
transactions hereunder except as otherwise provided in the Agreement and
Declaration of Trust of the Trust and the Partnership Agreement of the Adviser,
respectively, or by specific provisions of applicable law.
10. This Agreement shall become effective as of the date of its execution,
and
(a) unless otherwise terminated, this Agreement shall continue in effect
for two years from the date of execution, and from year to year thereafter
only so long as such continuance 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 Series, and (ii) by vote of a majority
of the Trustees of the Trust who are not interested persons of the Trust or
the Adviser, cast in person at a meeting called for the purpose of voting on
such approval;
(b) this Agreement may at any time be terminated on sixty days' written
notice to the Adviser either by vote of the Board of Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Series;
(c) this Agreement shall automatically terminate in the event of its
assignment;
(d) this Agreement may be terminated by the Adviser on ninety days'
written notice to the Trust; and
(e) if the Adviser requires the Trust or the Series to change its name so
as to eliminate all references to the words "Xxxxxx" or "Xxxxxx," then this
Agreement shall automatically terminate at the time of such change unless
the continuance of this Agreement after such change shall have been
specifically approved by vote of a majority of the outstanding voting
securities of the Series and by vote of a majority of the Trustees of the
Trust who are not interested persons of the Trust or the Adviser, cast in
person at a meeting called for the purpose of voting on such approval.
Termination of this Agreement pursuant to this section 10 shall be without
payment of any penalty.
11. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Trust shall have been
approved by vote of a majority of the outstanding voting securities of the
Series and by vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust or the Adviser, cast in person at a meeting
called for the purposes of voting on such approval.
12. For the purposes of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment" shall
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have their respective meanings defined in the Investment Company Act of 1940,
as amended and the rules and regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act. References in this Agreement to any assets, property or liabilities
"belonging to" the Series shall have the meaning defined in the Trust's
Agreement and Declaration of Trust and By-Laws, each as amended from time to
time.
13. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Adviser, or reckless disregard of its obligations and duties
hereunder, the Adviser shall not be subject to any liability to the Trust, to
any shareholder of the Trust or to any other person, firm or organization, for
any act or omission in the course of, or connected with, rendering services
hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
XXXXXX XXXXXX FUNDS II,
on behalf of its
Xxxxxx Xxxxxx International Bond Fund
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
XXXXXX, XXXXXX & COMPANY, L.P.
By: XXXXXX, XXXXXX & COMPANY,
INC., its general partner
By: /s/ Xxxxx Charleston
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Name: Xxxxx Charleston
Title: Director
A copy of the Agreement and Declaration of Trust establishing the Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed with respect to the Trust's Xxxxxx
Xxxxxx International Bond Fund series on behalf of the Trust by officers of the
Trust as officers and not individually and that the obligations of or arising
out of this Agreement are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property
belonging to the Series.
