XXXXX XXXXX SPECIAL INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
ON BEHALF OF XXXXX XXXXX GREATER INDIA
FUND
AGREEMENT made this 16th day of
December, 2016, between Xxxxx Xxxxx Special
Investment Trust, a Massachusetts business trust
(the "Trust"), on behalf of Xxxxx Xxxxx Greater
India Fund (the "Fund"), and Boston
Management and Research, a Massachusetts
business trust (the "Adviser").
1. Duties of the Adviser. The Trust
hereby employs the Adviser to act as investment
adviser for and to manage the investment and
reinvestment of the assets of the Fund, subject to
the supervision of the Trustees of the Trust, for the
period and on the terms set forth in this
Agreement
The Adviser hereby accepts such
employment, and undertakes to afford to the Trust
the advice and assistance of the 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 to pay the salaries and fees of all officers
and Trustees of the Trust who are members 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 the Trust in any way or otherwise
be deemed an agent of the Trust.
The Adviser shall provide the Trust with
such investment management and supervision as
the Trust may from time to time consider
necessary for the proper supervision of the
Fund's investments. As investment adviser to the
Trust, the 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 Declaration of Trust, By-Laws
and registration statement of the Trust under 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, to buy, sell, and otherwise trade in any and
all types of securities, derivatives, 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
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
Trust, all actions which it deems necessary or
desirable to implement the investment policies of
the Trust and of the Fund.
The 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 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 the Fund.
In connection with the selection of such brokers or
dealers and the placing of such orders, the Adviser
shall adhere to procedures adopted by the Board
of Trustees of the Trust.
2. Compensation of the Adviser. For
the services, payments and facilities to be
furnished hereunder by the Adviser, the Adviser
shall be entitled to receive from the Trust
compensation in an amount equal to a percentage
of the investable assets of the Fund per annum
which are not invested in other investment
companies for which the Adviser or its affiliate (i)
serves as adviser and (ii) receives an advisory fee
("Adviser Funds"), as listed below:
Investable Assets for the Month
(excluding Shares of Adviser Funds) Annual Asset Rate
(for each Level)
Up to $500 million 0.850%
$500 million but less than $1 billion 0.800%
$1 billion but less than $2.5 billion 0.775%
$2.5 billion but less than $5 billion 0.750%
$5 billion and over 0.730%
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 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 the Fund will pay all
expenses other than those expressly stated to be
payable by the Adviser hereunder, which
expenses payable by the Fund shall include,
without implied 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, 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 Trust,
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 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 determination of net
asset values), (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 organization, (xviii) all
payments to be made and expenses to be
assumed by the Fund in connection with the
distribution of Fund shares; (xix) any pricing or
valuation services employed by the Fund to value
its investments including primary and
comparative valuations services; (xx) any
investment advisory, sub-advisory or similar
management fee payable by the Fund; (xxi) all
expenses incurred in connection with the Fund's
use of a line of credit; and (xxii) 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 and officers 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 Adviser as trustees,
officers, employees, shareholders or otherwise
and that trustees, officers, employees and
shareholders of the Adviser are or may be or
become similarly interested in the Fund, and that
the 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 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) which the
Adviser may organize, sponsor or acquire, or with
which it may merge or consolidate, and which
may include the words "Xxxxx Xxxxx" or
"Boston Management and Research" or any
combination thereof as part of their name, and
that the 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 Adviser.
The services of the Adviser to the Trust and the
Fund 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 the
Trust or the Fund or to any shareholder of the
Fund 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
acquisition, holding or disposition of any security
or other investment.
6. Sub-Advisers. The Adviser may
employ one or more sub-advisers from time to
time to perform such of the acts and services of
the Adviser, including the selection of brokers or
dealers or other persons to execute the Fund's
portfolio security transactions, and upon such
terms and conditions as may be agreed upon
between the Adviser and such sub-adviser and
approved by the Trustees of the Trust, all as
permitted by the Investment Company Act of
1940. Each such sub-adviser's performance of
its obligation under any such agreement shall be
supervised by the Adviser. Further, the Adviser
may, with the approval of the Trustees of the
Trust and without the vote of any Interests in the
Trust, terminate any agreement with any sub-
adviser and/or enter into an agreement with one
or more other sub-advisers, all as permitted by
the Investment Company Act of 1940 and the
rules hereunder. In the event a sub-adviser is
employed, Xxxxx Xxxxx retains the authority to
immediately assume responsibility for any
functions delegated to a sub-adviser, subject to
approval by the Board and notice to the sub-
adviser.
7. 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 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 Adviser or the
Trust cast in person at a meeting called for the
purpose of voting on such approval.
Either party hereto may, at any time on
sixty (60) days' prior written notice to the other,
terminate this Agreement without the payment of
any penalty, by action of Trustees of the Trust or
the trustees of the Adviser, as the case may be,
and the Trust may, at any time upon such written
notice to the Adviser, terminate this Agreement
by vote of a majority of the outstanding voting
securities of the Fund. This Agreement shall
terminate automatically in the event of its
assignment.
8. 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 Adviser or the Trust cast in person
at a meeting called for the purpose of voting on
such approval, and (ii) if required by the
Investment Company Act of 1940, by vote of a
majority of the outstanding voting securities of
the Fund.
9. Limitation of Liability. The Adviser
expressly acknowledges the provisions in the
Declaration of Trust of the Trust limiting the
personal liability of the Trustees and officers of
the Trust and the shareholders of the Fund, and
the Adviser hereby agrees that it shall have
recourse to the Trust or the Fund for payment of
claims or obligations as between the Trust or the
Fund and the Adviser arising out of this
Agreement and shall not seek satisfaction from
any Trustee or officer of the Trust or shareholder
of the Fund.
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"
shall mean the vote, at a meeting of shareholders,
of the lesser of (a) 67 per centum or more of the
shares of the Fund present or represented by
proxy at the meeting if the holders of more than
50 per centum of the shares of the Fund are
present or represented by proxy at the meeting,
or (b) more than 50 per centum of the shares of
the Fund.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed on
the day and year first above written.
XXXXX XXXXX
SPECIAL INVESTMENT TRUST on behalf of
XXXXX XXXXX
GREATER INDIA FUND
By: /s/
Payson X. Xxxxxxxxx Payson X. Xxxxxxxxx
President
BOSTON
MANAGEMENT AND RESEARCH
By: /s/
Xxxxxxx X. Gemma
Xxxxxxx
X. Gemma
Vice
President
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