EXHIBIT (d)(2)
INVESTMENT ADVISORY CONTRACT
CONTRACT made this 1st day of September, 2000, between each of THE XXXXXX
MANAGED EQUITY TRUST AND THE XXXXXX MANAGED INCOME 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 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 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 each 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 Trusts, 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 either 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 each Trust and 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 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 of its Funds 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 such 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.
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, 2002 and shall continue in full force and effect as to
each Trust and Fund indefinitely thereafter, but only so long as such
continuance after February 28, 2002 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 (together the "1940
Act").
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 1940 Act.
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
0000 Xxx. 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
1940 Act.
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; 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 reason, 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 THE XXXXXX MANAGED INCOME TRUST
By: s/Xxxxx X. Xxxxxxx By: s/Xxxxx X. Xxxxxxx
-------------------- ------------------
Authorized Officer Authorized Officer
XXXXXX INVESTORS' SERVICE, INC.
By: s/A.M. Xxxxx, III
----------------------
Authorized Officer
SCHEDULE A
(Advisory Agreement)
The Xxxxxx Managed Equity Trust
[Funds Subject to Contract]
Xxxxxx Selected Blue Chip Equities Fund
Xxxxxx Major Blue Chip Equities Fund
Xxxxxx International Blue Chip Equities Fund
The Xxxxxx Managed Income Trust
[Funds Subject to Contract]
Xxxxxx U.S. Treasury Fund
Xxxxxx U.S. Government Near Term Fund
Xxxxxx Total Return Bond Fund
Xxxxxx Current Income Fund
SCHEDULE B
(Investment Advisory Contract)
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 0.60% 0.57% 0.54% 0.50% 0.45%
Xxxxxx Major Blue Chip Equities Fund 0.60% 0.57% 0.54% 0.50% 0.45%
Xxxxxx International Blue Chip Equities Fund 0.80% 0.78% 0.76% 0.72% 0.67%
The Xxxxxx Managed Income Trust
Xxxxxx U.S. Treasury Fund 0.45% 0.44% 0.42% 0.40% 0.35%
Xxxxxx U.S. Government Near Term Fund 0.45% 0.44% 0.42% 0.40% 0.35%
Xxxxxx Total Return Bond Fund 0.45% 0.44% 0.42% 0.40% 0.35%
Xxxxxx Current Income Fund 0.45% 0.44% 0.42% 0.40% 0.35%
Effective September 1, 2000
SCHEDULE B
(Investment Advisory Contract)
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 Income Trust
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
$1 Bil. Bil.
-------------------------------------------------------- ----------- ------------- ----------- ----------- ---------
The Xxxxxx EquiFund Equity Trust
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%
Catholic Values Investment Trust
Catholic Values Investment Trust 0.75% 0.73% 0.68%
Equity Fund
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%
The Xxxxxx Asset Allocation Trust
Xxxxxx Managed Growth with Income Fund 0.20% 0.18%
Xxxxxx Managed Income with Growth Fund 0.20% 0.18%
Xxxxxx Managed Growth Fund 0.20% 0.18%
Effective September 1. 2000
SCHEDULE A
(Advisory Agreement)
[Funds Subject to Contract]
The Xxxxxx Managed Income Trust
Xxxxxx U.S. Treasury Money Market Fund
The Xxxxxx EquiFund Equity Trust
Xxxxxx EquiFund - Hong Kong/China
Xxxxxx EquiFund - Japan
Xxxxxx EquiFund - Mexico
Xxxxxx EquiFund - Netherlands
Catholic Values Investment Trust
Catholic Values Investment Trust
Equity Fund
The Xxxxxx Managed Blue Chip Series Trust
Xxxxxx Selected Blue Chip Portfolio
Xxxxxx International Blue Chip Portfolio
The Xxxxxx Asset Allocation Trust
Xxxxxx Managed Growth with Income Fund
Xxxxxx Managed Income with Growth Fund
Xxxxxx Managed Growth Fund
