INVESTMENT ADVISORY CONTRACT
CONTRACT made this 23rd day of September 1998, between each of THE
XXXXXX MANAGED EQUITY TRUST, THE XXXXXX MANAGED INCOME TRUST, THE XXXXXX
EQUIFUND EQUITY TRUST, CATHOLIC VALUES INVESTMENT TRUST and THE XXXXXX MANAGED
BLUE CHIP SERIES TRUST, each a Massachusetts business trust (the "Trusts"), on
behalf of each series of the Trusts which the Adviser (defined below) and the
Trusts shall agree from time to time are subject to this Contract, as set forth
on Schedule A (collectively, the "Funds" and individually, the "Fund"), and
XXXXXX INVESTORS' SERVICE, INC., a Connecticut corporation (the "Adviser"):
1. DUTIES OF THE ADVISER. Each Trust hereby employs the Adviser to act as
investment adviser for and to manage the investment and reinvestment of the
assets of the Funds and, except as otherwise provided in an administration
agreement, to administer the Trust's affairs, subject to the supervision of the
Trustees of the Trust, for the period and on the terms set forth in this
Contract.
The Adviser hereby accepts such employment, and undertakes to afford to
each Trust the advice and assistance of the Adviser's organization in the choice
of investments and in the purchase and sale of securities for each Fund and to
furnish for the use of the Trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Funds
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are employees of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent any Trust in
any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide each Trust with such investment management and
supervision as the Trust may from time to time consider necessary for the proper
supervision of its funds. As investment adviser to the Funds, the Adviser shall
furnish continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of each
Fund's assets shall be held uninvested, subject always to the applicable
restrictions of the Trust's Declaration of Trust, By-Laws and registration
statement under the Securities Act of 1933 and the Investment Company Act of
1940, all as from time to time amended. The Adviser is authorized, in its
discretion and without prior consultation with the Trust, but subject to each
Fund's investment objective, policies and restrictions, to buy, sell, lend and
otherwise trade in any stocks, bonds, options and other securities and
investment instruments on behalf of the Funds, to purchase, write or sell
options on securities, futures contracts or indices on behalf of the Funds, to
enter into commodities contracts on behalf of the Funds, including contracts for
the future delivery of securities or currency and futures contracts on
securities or other indices, and to execute any and all agreements and
instruments and to do any and all things incidental thereto in connection with
the management of the Funds. Should the Trustees of the Trust at any time,
however, make any specific determination as to investment policy for the Funds
and notify the Adviser thereof in writing, the Adviser shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Adviser shall
take, on behalf of the Funds, all actions which it deems necessary or desirable
to implement the investment policies of the Trust and of each Fund.
The Adviser shall place all orders for the purchase or sale of portfolio
securities for the account of a Fund with brokers or dealers selected by the
Adviser, and to that end the Adviser is authorized as the agent of the Fund to
give instructions to the custodian of the Fund as to deliveries of securities
and payments of cash for the account of a Fund or the Trust. In connection with
the selection of such brokers or dealers and the placing of such orders, the
Adviser shall use its best efforts to seek to execute portfolio security
transactions at prices which are advantageous to the Funds and (when a disclosed
commission is being charged) at reasonably competitive commission rates. In
selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services and products (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser.
The Adviser is expressly authorized to cause the Funds to pay any broker or
dealer who provides such brokerage and research service and products a
commission for executing a security transaction which exceeds the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
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 the overall responsibilities which the Adviser and its
affiliates have with respect to accounts over which they exercise investment
discretion. Subject to the requirement set forth in the second sentence of this
paragraph, the Adviser is authorized to consider, as a factor in the selection
of any broker or dealer with whom purchase or sale orders may be placed, the
fact that such broker or dealer has sold or is selling shares of the applicable
Fund or Trust or of other investment companies sponsored by the Adviser.
2. COMPENSATION OF THE ADVISER. For the services, payments and facilities
to be furnished hereunder by the Adviser, each Trust on behalf of each Fund
shall pay to the Adviser on the last day of each month a fee equal (annually) to
the percentage or percentages specified in Schedule B of the average daily net
assets of such Fund throughout the month, computed in accordance with the
Trust's Declaration of Trust, registration statement and any applicable votes of
the Trustees of the Trust.
If the Contract is initiated or terminated during any month with respect
to any Fund, each Fund's fee for that month shall be reduced proportionately on
the basis of the number of calendar days during which the Contract is in effect
and the fee shall be computed upon the average net assets for the business days
the Contract is so in effect for that month.
The Adviser may, from time to time, agree not to impose all or a part of
the above compensation.
3. ALLOCATION OF CHARGES AND EXPENSES. Each Trust will pay all of its expenses
other than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Trust shall include, without limitation (i) expenses of
maintaining the Trust and continuing its existence, (ii) registration of the
Trust under the Investment Company Act of 1940, (iii) commissions, fees and
other expenses connected with the purchase or sale of securities, (iv) auditing,
accounting and legal expenses, (v) taxes and interest, (vi) governmental fees,
(vii) expenses of issue, repurchase and redemption of shares, (viii) expenses of
registering and qualifying the Trust and its shares under federal and state
securities laws and of preparing and printing prospectuses for those purposes
and for distributing them to shareholders and investors, and fees and expenses
of registering and maintaining registration of the Trust and of the Trust's
principal underwriter, if any, as broker-dealer or agent under state securities
laws, (ix) expenses of reports and notices to shareholders and of meetings of
shareholders and proxy solicitations therefor, (x) expenses of reports to
governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Trust (including without
limitation safekeeping of funds and securities, keeping of books and accounts
and determination of net asset value), (xiv) fees, expenses and disbursements of
transfer agents and registrars for all services to the Trust, (xv) expenses for
servicing shareholder accounts, (xvi) any direct charges to shareholders
approved by the Trustees of the Trust, (xvii) compensation of and any expenses
of Trustees of the Trust, (xviii) the administration fee payable to the Trust's
administrator, (xix) the charges and expenses of the independent auditors, (xx)
the charges and expenses of legal counsel to the Trust and the Trustees, (xxi)
distribution fees, if any, paid by a Fund in accordance with Rule 12b-1 under
the 1940 Act, and (xxii) such nonrecurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees and officers with respect
thereto.
4. OTHER INTERESTS. It is understood that Trustees, officers and shareholders of
each Trust are or may
be or become interested in the Adviser or any of its affiliates as
directors, officers, employees, stockholders or otherwise and that directors,
officers, employees and stockholders of the Adviser or any of its affiliates are
or may be or become similarly interested in the Trust, and that the Adviser or
any of its affiliates may be or become interested in the Trust as a shareholder
or otherwise. It is also understood that directors, officers, employees and
stockholders of the Adviser or any of its affiliates are or may be or become
interested (as directors, trustees, officers, employees, stockholders or
otherwise) in other companies or entities (including, without limitation, other
investment companies) which the Adviser or any of its affiliates may organize,
sponsor or acquire, or with which it may merge or consolidate, and which may
include the words "Xxxxxx" or "Xxxxxx Investors" or any combination thereof as
part of their names, and that the Adviser or any of its affiliates may enter
into advisory or management agreements or other contracts or relationships with
such other companies or entities.
5. LIMITATION OF LIABILITY OF THE ADVISER. The services of the Adviser to
each Trust are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to any Trust or to any shareholder of
the Trust for any act or omission in the course of or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
6. SUB-INVESTMENT ADVISERS. The Adviser may employ one or more sub-investment
advisers from time to time to perform such of the acts and services of the
Adviser, including the selection of brokers or dealers to execute any Trust's
portfolio security transactions, and upon those terms and conditions as may be
agreed upon between the Adviser and the sub-investment adviser; provided,
however, that any subadvisory agreement shall be subject to approval by the
Trustees and by shareholders, if shareholder approval is then required by the
1940 Act, as now in effect or as hereafter amended, subject, however, to such
exemption as may be granted by the Securities and Exchange Commission by any
rule, regulation, order or interpretive position.
7. DURATION AND TERMINATION OF THIS CONTRACT. This Contract shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect as to each Fund up to and
including February 28, 2000 and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 2000 is specifically approved at least annually (i) by the vote of
a majority of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of that Fund and (ii) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the Adviser or the
Trust, in accordance with the requirements of the Investment Company Act of 1940
as now in effect or as hereafter amended, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission by any rule,
regulation, order or interpretive position.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Fund, without the payment
of any penalty, by action of its Board of Directors or Trustees, as the case may
be, and a Trust may, at any time upon such written notice to the Adviser,
terminate this Contract as to any Fund by vote of a majority of the outstanding
voting securities of that Fund. This Contract shall terminate automatically in
the event of its assignment.
8. AMENDMENTS OF THE CONTRACT. This Contract may be amended as to any Fund by a
writing signed by both parties hereto, provided that no material amendment to
this Contract shall be effective as to that Fund until approved (i) by the vote
of a majority of those Trustees of the affected Trust who are not interested
persons of the Adviser or the Trust and (ii) by vote of a majority of the
outstanding voting securities of that Fund in accordance with the requirements
of the Investment Company Act of 1940, as now in effect or as hereafter amended,
subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation, order or
interpretive position.
9. LIMITATION OF LIABILITY. The Adviser expressly acknowledges the provision in
the Declaration of Trust of each Trust limiting the personal liability of
shareholders of the Trust, and the Adviser hereby agrees that it shall have
recourse only to the applicable Trust for payment of claims or obligations as
between the Trust and Adviser arising out of this Contract and shall not seek
satisfaction from the shareholders or any shareholder of the Trust. No Trust or
Fund shall be liable for the obligations of any other Trust or Fund hereunder.
10. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons" when
used herein shall have the respective meanings specified in the Investment
Company Act of 1940, as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per cent or more of the shares of the particular Fund present or
represented by proxy at a meeting of shareholders of the Fund if the holders of
more than 50 per cent of the outstanding shares of the particular Fund are
present or represented by proxy at the meeting, or (b) more than 50 per cent of
the outstanding interests of the particular Fund, or such other vote as may be
required from time to time by the Investment Company Act of 1940.
11. USE OF THE NAME "XXXXXX". The Adviser hereby consents to the use by each
Trust of the name "Xxxxxx" as part of the Trust's name and the name of each Fund
should the Trust desire to adopt such name in the future; provided, however,
that such consent shall be conditioned upon the employment of the Adviser or one
of its affiliates as the investment adviser of the Trust. The name "Xxxxxx" or
any variation thereof may be used from time to time in other connections and for
other purposes by the Adviser and its affiliates and other investment companies
that have obtained consent to use the name "Xxxxxx." The Adviser shall have the
right to require a Trust to cease using the name "Xxxxxx" as part of the Trust's
name and the name of its Funds if the Trust ceases, for any reasons, to employ
the Adviser or one of its affiliates as the Trust's investment adviser. Future
names adopted by a Trust for itself and its Funds, insofar as such names include
identifying words requiring the consent of the Adviser, shall be the property of
the Adviser and shall be subject to the same terms and conditions.
THE XXXXXX MANAGED EQUITY TRUST XXXXXX INVESTORS' SERVICE, INC.
By: /s/Xxxxx X. Xxxxxxx By: /s/Xxxxx X. Xxxxxxx
Authorized Officer Authorized Officer
THE XXXXXX MANAGED INCOME TRUST
By: /s/Xxxxx X. Xxxxxxx
Authorized Officer
THE XXXXXX EQUIFUND EQUITY TRUST
By: /s/Xxxxx X. Xxxxxxx
Authorized Officer
CATHOLIC VALUES INVESTMENT TRUST
By: /s/Xxxxx X. Xxxxxxx
Authorized Officer
THE XXXXXX MANAGED BLUE CHIP SERIES TRUST
By: /s/Xxxxx X. Xxxxxxx
Authorized Officer
SCHEDULE A - March 18, 1999
TRUSTS AND FUNDS
The Xxxxxx Managed Equity Trust
Xxxxxx Selected Blue Chip Equities Fund
Xxxxxx Xxxxxx Blue Chip Equities Fund
Xxxxxx Major Blue Chip Equities Fund
Xxxxxx International Blue Chip Equities Fund
The Xxxxxx Managed Income Trust
Xxxxxx U.S. Treasury Fund
Xxxxxx U.S. Government Near Term Fund
Xxxxxx Total Return Bond Fund
Xxxxxx Current Income Fund
Xxxxxx U.S. Treasury Money Market Fund
The Xxxxxx EquiFund Equity Trust
Xxxxxx EquiFund -- Belgium/Luxembourg
Xxxxxx EquiFund -- Hong Kong/China
Xxxxxx EquiFund -- Japan
Xxxxxx EquiFund -- Mexico
Xxxxxx EquiFund -- Netherlands
Xxxxxx EquiFund -- Nordic
Catholic Values Investment Trust
Catholic Values Investment Trust Equity Fund
The Xxxxxx Blue Chip Series Trust
Xxxxxx International Blue Chip Portfolio
Xxxxxx Selected Blue Chip Portfolio
The Xxxxxx Asset Allocation Trust
Xxxxxx Managed Growth with Income Fund
SCHEDULE B - March 18, 1999
ANNUAL ADVISORY FEE RATES
---------------------------
ANNUAL % ADVISORY FEE RATES
-----------------------------
Under $100 Mil. $250 Mil. $500 Mil. Over
$100 Mil. to to to $1 Bil.
$250 Mil. $500 Mil. $1 Bil.
---------------------------------------------------------------------------------------------
The Xxxxxx Managed Equity Trust
Xxxxxx Selected Blue Chip Equities
Fund 0.55% 0.69% 0.67% 0.63% 0.58%
Xxxxxx Xxxxxx Blue Chip Equities Fund 0.55% 0.69% 0.67% 0.63% 0.58%
Xxxxxx Major Blue Chip Equities Fund 0.45% 0.59% 0.57% 0.53% 0.48%
Xxxxxx International Blue Chip Equities
Fund 0.75% 0.79% 0.77% 0.73% 0.68%
The Xxxxxx Managed Income Trust
Xxxxxx U.S. Treasury Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Xxxxxx U.S. Government Near Term Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Xxxxxx Total Return Bond Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Xxxxxx Current Income Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Xxxxxx U.S. Treasury Money Market
Fund 0.35% 0.32% 0.32% 0.30% 0.30%
ANNUAL % ADVISORY FEE RATES
-------------------------------------------
Under $500 Mil. Over
$500 Mil. to $1 Bil.
$1 Bil.
--------------------------------------------------------------------------------
The Xxxxxx EquiFund Equity Trust
Xxxxxx EquiFund -- Belgium/Luxembourg 0.75% 0.73% 0.68%
Xxxxxx EquiFund -- Hong Kong/China 0.75% 0.73% 0.68%
Xxxxxx EquiFund -- Japan 0.75% 0.73% 0.68%
Xxxxxx EquiFund -- Mexico 0.75% 0.73% 0.68%
Xxxxxx EquiFund -- Netherlands 0.75% 0.73% 0.68%
Xxxxxx EquiFund -- Nordic 0.75% 0.73% 0.68%
Catholic Values Investment Trust
Catholic Values Investment Trust
Equity Fund 0.75% 0.73% 0.68%
ANNUAL % ADVISORY FEE RATES
--------------------------------
Under $500 Mil. Over
$500 Mil. to $1 Bil.
$1 Bil.
-------------------------------------------------------------------------------
The Xxxxxx Managed Blue Chip Series Trust
Xxxxxx Selected Blue Chip Portfolio 0.65% 0.60% 0.55%
Xxxxxx International Blue Chip Portfolio 0.80% 0.75% 0.70%
ANNUAL % ADVISORY FEE RATES
--------------------------------
Under $500 Mil.
$500 Mil. to
$1 Bil.
-------------------------------------------------------------------------------
The Xxxxxx Asset Allocation Trust
Xxxxxx Managed Growth with Income Fund 0.20% 0.18%
May 19, 1999
The Xxxxxx Asset Allocation Trust hereby adopts and agrees to become a party to
the attached Investment Advisory Contract, dated as of September 23, 1998
between the Xxxxxx Managed Investment Funds and Xxxxxx Investors' Service, Inc.
THE XXXXXX ASSET ALLOCATION TRUST
By: /s/Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
President
Accepted and agreed to:
XXXXXX INVESTORS' SERVICE, INC.
By: /s/A. M. Xxxxx III
--------------------
A.M. Xxxxx III
Authorized Officer
