Exhibit (d-1)
SPECTRA FUND
INVESTMENT ADVISORY AGREEMENT
Agreement, made as of December 12, 2006 by and between SPECTRA FUND, a
Massachusetts business trust (hereinafter sometimes called the "Trust"), and
XXXX XXXXX MANAGEMENT, INC., a New York corporation (hereinafter sometimes
called "Xxxxx Management").
W I T N E S S E T H:
WHEREAS, the Trust and Xxxxx Management wish to enter into an agreement
setting forth the terms on which Xxxxx Management will perform certain
investment advisory services for the portfolios of the Trust named on Schedule I
hereto, as such Schedule may be revised from time to time (each, a "Portfolio");
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and Xxxxx Management agree as follows:
1. The Trust hereby employs Xxxxx Management to manage
the investment and reinvestment of the assets of each Portfolio in
accordance with such Portfolio's investment objectives and policies,
subject to the supervision of the Board of Trustees of the Trust, for
the period and on the terms in this Agreement set forth. Xxxxx
Management hereby accepts such employment and agrees during such period
to supervise each Portfolio's investments generally and conduct a
continual program of evaluation of each Portfolio's assets, and to
otherwise render the services and to assume the obligations herein set
forth. Xxxxx Management shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise expressly
provided for 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. Xxxxx Management will bear all expenses in connection
with the performance of its services under this Agreement. The Trust
assumes and shall pay all expenses of the Trust, including, without
limitation: (1) the charges and expenses of any custodian or depository
appointed by the Trust for the safekeeping of its cash, securities and
other property, (2) the charges and expenses of bookkeeping and of
auditors, (3) the charges and expenses of any transfer agents and
registrars appointed by the Trust, (4) brokers' commissions and issue
and transfer taxes chargeable to the Trust in connection with
securities transactions to which the Trust is a party, (5) all taxes
and corporate fees payable by the Trust to federal, state and other
governmental agencies, (6) the cost of stock certificates representing
shares of the Trust, (7) fees and expenses involved in registering and
maintaining registrations of the Trust and of its shares with the SEC
and qualifying its shares under state or other securities laws,
including the preparation and printing of prospectuses for filing with
said Commission and other authorities, (8) all expenses of
shareholders' and directors' meetings and of preparing and printing
reports to shareholders, (9) fees of Trustees of the Trust who are not
officers, directors or employees of Xxxxx Management or any of its
affiliates, (10) charges of any independent pricing service retained to
assist in valuing the assets of the Trust, (11) the Trust's
proportionate share of insurance premiums, (12) costs attributable to
shareholder services, including, without limitation, telephone and
personnel expenses, and (13) charges and expenses of legal counsel for
the Trust in connection with legal matters relating to the Trust,
including, without limitation, legal services rendered in connection
with the Trust's corporate existence, corporate and financial structure
and
relations with its shareholders, registrations and qualifications of
securities under federal, state and other laws, issues of securities
and expenses which the Trust has herein assumed.
3. If in any fiscal year the aggregate expenses of any
Portfolio (including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage expenses, distribution fees, litigation
expenses, and, if permitted by state securities commissions,
extraordinary expenses) exceed the expense limitation imposed by any
state having jurisdiction over the Trust, the Manger will reimburse the
Trust for such excess expense to the extent of its fee. Such expense
reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
4. In consideration of the services rendered pursuant to
this Agreement, each Portfolio will pay Xxxxx Management on the first
business day of each month a fee for the previous month at the annual
rate set forth opposite such Portfolio's name on Schedule I hereto. The
fee for the period from the effective date of this Agreement to the end
of the month in which such date occurs shall be prorated according to
the proportion that such period bears to the full monthly period. Upon
any termination of this Agreement before the end of a month, the fee
for such part of that month shall be prorated according to the
proportion that such period bears to the full monthly period and shall
be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Manger, the value of the net
assets shall be computed at the times and in manner specified in the
Trust's Prospectus and Statement of Additional Information as from time
to time in effect.
5. The services of the Manger to the Trust hereunder are
not to be deemed exclusive, and Xxxxx Management shall be free to
render similar services to others so long as its services hereunder are
not impaired thereby.
6. The Trust shall cause its book and accounts to be
audited at least once each year by a reputable, independent public
accountant or organization of public accountants who shall render a
report to the Trust.
7. Subject to and in accordance with the governing
instruments of the Trust and the Certificate of Incorporation of Xxxxx
Management, it is understood that trustees, officers, agents and
shareholders of the Trust are or may be interested in the Manger (or
any successor thereof ) as directors, officers or stockholders, or
otherwise, that directors, officers, agents and stockholders of Xxxxx
Management are or may be interested in the Trust as trustees, officers,
shareholders or otherwise, that Xxxxx Management (or any successor) is
or may be interested in the Trust as shareholder or otherwise, and that
the effect of any such adverse interests shall be governed by said
governing instruments or Certificate of Incorporation.
8. As to each Portfolio, this Agreement shall remain in
effect until the date set forth opposite such Portfolio's name on
Schedule I hereto (the "Reapproval Date") and shall continue in effect
from year to year thereafter if its continuance is specifically
approved at least annually by (i) the Board of Trustees of the Trust or
(ii) the vote of a majority of such Portfolio's outstanding voting
securities; provided, however, that in either event the continuance of
this contract must also be approved by a vote of a majority of the
trustees of the Trust who are not party to this contract cast in person
at a meeting called for the purpose of voting upon such approval. As to
each Portfolio, this contract may at any time be terminated without the
payment of any penalty either by vote of the Board of Trustees of the
Trust or by vote of a majority of such Portfolio's outstanding voting
securities on sixty days' notice to Xxxxx Management. This contract may
be terminated by Xxxxx Management on ninety days' written notice to the
Trust and shall immediately terminate in the event of its assignment.
Any notice under this contract shall be
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given in writing, addressed and delivered, or mailed postpaid, to the
other party at any office of such party.
9. In consideration for the Manger's entering into this
Agreement, the Trust agrees that Xxxxx Management, subject to the
overall control and supervision of the Board of Trustees of the Trust,
and subject to the primary obligation of the Trust and Xxxxx Management
to obtain the best price and the best execution of all orders, may
select in its discretion the brokers or dealers, which may when
appropriate include Xxxx Xxxxx & Company, Incorporated, that shall
execute portfolio transactions for the Trust and the brokers or dealers
that shall receive or share directly or indirectly in any commission or
similar fees. Pursuant to the provisions of Section 11(a) of the
Securities Exchange Act of 1934, the Trust authorizes Xxxxx Management
to select a broker which is affiliated with Xxxxx Management. In such
case, the Trust consents that the broker may retain any compensation in
connection with effecting transactions. The Trust may revoke such
consent at any time upon written notice given to Xxxxx Management.
10. As to the Trust or each Portfolio, as appropriate in
the circumstances, 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 Trust or such Portfolio, as the case may be.
The terms "majority of the outstanding voting securities, "interested
person" and "assignment" shall have, for all purposes of this
Agreement, the meaning provided therefor in the federal Investment
Company Act of 1940.
11. This Agreement has been executed on behalf of the
Trust by the undersigned officer of the Trust in his capacity as an
officer of the Trust. The obligations of this Agreement shall be
binding on the assets and property of the Trust only and shall not be
binding on any trustee, officer of shareholder of the Trust
individually.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
SPECTRA FUND
By: /s/ Xxx Xxxxxx
-----------------------------
XXXX XXXXX MANAGEMENT, INC.
By: /s/ Xxx Xxxxxx
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SCHEDULE I
Annual Fee
as a
Percentage of Average Daily Reapproval
Name of Portfolio Net Assets Date
----------------- --------------------------- ----------
Spectra Fund 1.46% September 30, 2008
Spectra Green Fund .71% September 30, 2008
Spectra Alchemy Fund .85% September 30, 2008
Spectra International
Opportunities Fund 1.00% September 30, 2008
As revised: January 17, 2006
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