INVESTMENT SUB-ADVISORY AGREEMENT
between
BOSTON MANAGEMENT AND RESEARCH
and
ATLANTA CAPITAL MANAGEMENT COMPANY,
LLC
for
XXXXX XXXXX TAX-MANAGED MID-CAP CORE
FUND
AGREEMENT made this 21st day of April,
2011, between Boston Management and
Research, a Massachusetts business trust (the
"Adviser"), and Atlanta Capital Management
Company, LLC, a Delaware limited liability
company (the "Sub-Adviser").
WHEREAS, the Adviser has entered into
an Investment Advisory Agreement (the
"Advisory Agreement") with Xxxxx Xxxxx
Mutual Funds Trust, a Massachusetts business
trust (the "Trust") on behalf of Xxxxx Xxxxx
Tax-Managed Mid-Cap Core Fund (the
"Fund"), relating to the provision of portfolio
management services to the Fund; and
WHEREAS, the Advisory Agreement
provides that the Adviser may delegate any or
all of its portfolio management responsibilities
under the Advisory Agreement to one or more
sub-investment advisers; and
WHEREAS, the Adviser and the Trustees
of the Trust desire to retain the Sub-Adviser to
render portfolio management services to the
Fund in the manner and on the terms set forth in
this Agreement;
NOW THEREFORE, in consideration of the
mutual covenants and agreements set forth
herein, the Adviser and the Sub-Adviser agree as
follows:
1. Duties of the Sub-Adviser. The
Adviser hereby employs the Sub-Adviser to act
as investment adviser for and to manage the
investment and reinvestment of the assets of the
Fund and to administer its investment affairs,
subject to the supervision of the Adviser and the
Trustees of the Trust, for the period and on the
terms set forth in this Agreement.
(a) The Sub-Adviser hereby accepts
such employment and undertakes to afford to
the Fund the advice and assistance of the Sub-
Adviser's organization in the choice of
investments and in the purchase and sale of
securities for the Fund and to furnish, for the use
of the Fund, office space and all necessary office
facilities, equipment and personnel for servicing
the investments of the Fund and for
administering its affairs and to pay the salaries
and fees of all officers and Trustees of the Trust
who are members of the Sub-Adviser's
organization and all personnel of the Sub-
Adviser performing services relating to research
and investment activities. The Sub-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 the
Adviser or the Fund in any way or otherwise be
deemed an agent of the Adviser or the Fund.
(b) The Sub-Adviser shall provide the
Fund with such investment management and
supervision as the Fund may, from time to time,
consider necessary for the proper supervision of
the Fund. As investment adviser to the Fund, the
Sub-Adviser shall furnish continuously an
investment program and shall determine, from
time to time, what securities and other
investments shall be acquired, disposed of or
exchanged and what portion of the 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 Investment Company Act
of 1940, all as from time to time amended. The
Sub-Adviser is authorized, in its discretion and
without prior consultation with the Adviser or
the Fund, to buy, sell, and otherwise trade in any
and all types of securities, commodities and
investment instruments on behalf of the Fund.
Should the Trustees of the Trust at any time,
however, make any specific determination as to
investment policy for the Fund and notify the
Sub-Adviser thereof in writing, the Sub-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 Sub-Adviser shall take, on
behalf of the Fund, all actions that it deems
necessary or desirable to implement the
investment policies of the Fund.
(c) The Sub-Adviser shall place all
orders for the purchase or sale of portfolio
securities for the account of the Fund either
directly with the issuer or with brokers or
dealers selected by the Sub-Adviser, and, to that
end, the Sub-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 the Fund. In
connection with the selection of such brokers or
dealers and the placing of such orders, the Sub-
Adviser shall use its best efforts to seek to
execute security transactions at prices that are
advantageous to the Fund and (when a disclosed
commission is being charged) at reasonably
competitive commission rates, and in
accordance with procedures adopted by the
Board of Trustees of the Trust.
(d) The Sub-Adviser shall furnish such
reports, evaluations, information or analyses to
the Fund and the Adviser as the Trust's Board
of Trustees or the Adviser may reasonably
request from time to time, or as the Sub-Adviser
may deem to be desirable.
2. Compensation of the Sub-Adviser.
For the services, payments and facilities to be
furnished hereunder by the Sub-Adviser, to the
extent the Adviser receives at least such amount
from the Fund pursuant to the Advisory
Agreement, the Sub-Adviser shall be entitled to
receive from the Adviser compensation in an
amount equal to the following of the average
daily net asset of the Fund throughout each
month:
Average Daily Net Assets for the
Month Annual Fee Rate
Up to $500 million 0.5500%
$500 million but less than $1 billion 0.5250%
$1 billion but less than $2.5 billion 0.5125%
$2.5 billion but less than $5 billion 0.5000%
$5 billion and over 0.4875%
Such compensation shall be paid monthly in
arrears on the last business day of each month.
The Fund's daily net assets shall be computed
in accordance with the Declaration of Trust of
the Trust and any applicable votes and
determinations of the Trustees of the Trust. In
case of initiation or termination of the
Agreement during any month with respect to
the Fund, the fee for that month shall be based
on the number of calendar days during which it
is in effect. The Sub-Adviser may, from time to
time, waive all or a part of the above
compensation.
3. Allocation of Charges and
Expenses. It is understood that, pursuant to the
Advisory Agreement, the Fund will pay all
expenses other than those expressly stated to
be payable by the Sub-Adviser hereunder or by
the Adviser under the Advisory Agreement,
which expenses payable by the Fund shall
include, without limitation, (i) expenses of
maintaining the Fund and continuing its
existence; (ii) registration of the Trust under the
Investment Company Act of 1940; (iii)
commissions, spreads, fees and other expenses
connected with the acquisition, holding and
disposition of securities and other investments;
(iv) auditing, accounting and legal expenses; (v)
taxes and interest; (vi) governmental fees; (vii)
expenses of issue, sale and redemption of
shares; (viii) expenses of registering and
qualifying the Fund and its shares under federal
and state securities laws and of preparing and
printing registration statements or other
offering statements or memoranda for such
purposes and for distributing the same to
shareholders and investors, and fees and
expenses of registering and maintaining
registrations of the Fund and of the Fund's
principal underwriter 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 Fund (including without
limitation safekeeping of funds, securities and
other investments, keeping of books, accounts
and records, and determination of net asset
values, book capital account balances and tax
capital account balances); (xiv) fees, expenses
and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents
and registrars for all services to the Fund; (xv)
expenses for servicing shareholder accounts;
(xvi) any direct charges to shareholders
approved by the Trustees of the Trust; (xvii)
compensation and expenses of Trustees of the
Trust who are not members of the Adviser's or
the Sub-Adviser's organizations; and (xviii)
such non-recurring items as may arise, including
expenses incurred in connection with litigation,
proceedings and claims and the obligation of
the Trust to indemnify its Trustees, officers, and
shareholders with respect thereto.
4. Other Interests. It is understood
that Trustees and officers of the Trust and
shareholders of the Fund are or may be or
become interested in the Sub-Adviser as
trustees, officers, employees, shareholders or
otherwise and that trustees, officers, employees
and shareholders of the Sub-Adviser are or may
be or become similarly interested in the Fund,
and that the Sub-Adviser may be or become
interested in the Fund as a shareholder or
otherwise. It is also understood that trustees,
officers, employees and shareholders of the
Sub-Adviser may be or become interested (as
directors, trustees, officers, employees,
shareholders or otherwise) in other companies
or entities (including, without limitation, other
investment companies) that the Sub-Adviser
may organize, sponsor, or acquire, or with which
it may merge or consolidate, and which may
include the words "Atlanta Capital" or any
combination thereof as part of their name, and
that the Sub-Adviser or its subsidiaries or
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 Sub-
Adviser. The services of the Sub-Adviser to the
Adviser for the benefit of the Fund are not to be
deemed to be exclusive, the Sub-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 Sub-Adviser, the
Sub-Adviser shall not be subject to liability to
the Adviser or the Fund or any shareholder in
the Fund for any act or omission in the course of,
or connected with, rendering services hereunder
or for any losses that may be sustained in the
acquisition, holding, or disposition of any
security or other investment.
6. Duration and Termination of this
Agreement. This Agreement shall become
effective upon the date of its execution, and,
unless terminated as herein provided, shall
remain in full force and effect through and
including the second anniversary of the
execution of this Agreement and shall continue
in full force and effect indefinitely thereafter, but
only so long as such continuance after such
second anniversary 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 Fund
and (ii) by the vote of a majority of those
Trustees of the Trust who are not interested
persons of the Sub-Adviser, the Adviser, or the
Trust cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated as to
the Fund without the payment of any penalty by
(i) the Adviser, subject to the approval of the
Trustees of the Trust; (ii) the vote of the Trustees
of the Trust; (iii) the vote of a majority of the
outstanding voting securities of the Fund at any
annual or special meeting; or (iv) the Sub-
Adviser, in each case on sixty (60) days' written
notice. This Agreement shall terminate
automatically in the event of its assignment or in
the event that the Advisory Agreement shall
have terminated for any reason.
7. Amendments of the Agreement.
This Agreement may be amended by a writing
signed by both parties hereto, provided that no
amendment to this Agreement shall be effective
until approved (i) by the vote of a majority of
those Trustees of the Trust who are not
interested persons of the Sub-Adviser, the
Adviser, or the Trust cast in person at a meeting
called for the purpose of voting on such
approval, and (ii) by vote of a majority of the
outstanding voting securities of the Fund.
8. Limitation of Liability. The Sub-
Adviser expressly acknowledges the provision in
the Declarations of Trust of the Trust and of the
Adviser limiting the personal liability of trustees,
officers, and shareholders of the Fund and the
Adviser, respectively, and the Sub-Adviser
hereby agrees that it shall have recourse to the
Fund or the Adviser, respectively, for payment of
claims or obligations as between the Fund or the
Adviser, respectively, and the Sub-Adviser
arising out of this Agreement and shall not seek
satisfaction from the trustees, officers, or
shareholders of the Fund or the Adviser.
9. 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" shall mean the
vote, at a meeting of shareholders, of the lesser
of (a) 67 per centum or more of shares of the
Fund present or represented by proxy at the
meeting if the holders of more than 50 per
centum of the outstanding shares of the Fund
are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the
outstanding shares of the Fund.
10. Miscellaneous.
(a) If any term or provision of this
Agreement or the application thereof to any
person or circumstance is held to be invalid or
unenforceable to any extent, the remainder of
this Agreement or the application of such
provision to other persons or circumstances
shall not be affected thereby and shall be
enforced to the fullest extent permitted by law.
(b) This Agreement shall be governed
by and interpreted in accordance with the laws
of the Commonwealth of Massachusetts.
(c) This Agreement may be executed
by the parties hereto in any number of
counterparts, and all of said counterparts taken
together shall be deemed to constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as
of the day and year first above written.
BOSTON
MANAGEMENT AND RESEARCH
By: /s/Xxxxxxx
Gemma
Vice president,
and not individually
ATLANTA CAPITAL
MANAGEMENT COMPANY, LLC
By: /s/Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx,
President and Chief Operating Officer
Acknowledged and agreed to as of the day
and year first above written:
XXXXX XXXXX MUTUAL FUNDS TRUST
(on behalf of Xxxxx Xxxxx Tax-Managed Mid-
Cap Core Fund)
By: _/s/Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
President
4
071_0042
