INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 31st day of July, 2001, between Xxxxxxxx, Xxxx &
Xxxx Master Portfolio, an unincorporated trust organized under the laws of the
State of New York (the "Trust"), and Xxxxxxxx Mellon Asset Management Company
LLC, a Delaware limited liability company (the "Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the assets held by the Trustees of the Trust may be divided into
separate portfolios, each with its own separate investment portfolio, investment
objectives, policies and purposes; and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services, and is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services to Xxxxxxxx Global Fixed Income Portfolio (the "Portfolio"), a
separate portfolio of the Trust, and the Adviser is willing to furnish such
services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. Appointment of the Adviser.
The Trust hereby appoints the Adviser to act as investment adviser of the
Portfolio for the period and on the terms herein set forth. The Adviser accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided. The Adviser shall for all purposes herein be
deemed an independent contractor and shall, unless expressly otherwise provided,
have no authority to act for or represent the Portfolio in any way nor shall
otherwise be deemed an agent of the Portfolio.
2. Duties of the Adviser.
(a) The Adviser, at its expense, will furnish continuously an investment
program for the Portfolio, will determine, subject to the overall supervision
and review of the Trustees of the Trust, what investments shall be purchased,
held, sold or exchanged by the Portfolio and what portion, if any, of the assets
of the Portfolio will be held uninvested, and shall, on behalf of the Trust,
make changes in the investments of the Portfolio. Subject always to the
supervision of the Trustees of the Trust and to the provisions of the Trust's
Agreement and Declaration of Trust and Bylaws and of the 1940 Act, the Adviser
will also manage, supervise and conduct the other affairs and business of the
Portfolio and matters incidental thereto. Notwithstanding the foregoing, the
Adviser shall not be required to perform any such non-investment advisory
services that may, in the opinion of counsel to the Trust, cause the Portfolio
to be engaged in a "trade or business within the United States," as such term is
defined in Section 864 of the Internal Revenue Code of 1986, or any successor
statute. The Adviser, and any affiliates thereof, shall be free to render
similar services to other investment companies and other clients and to engage
in other activities, so long as the services rendered hereunder are not
impaired.
(b) The Portfolio shall bear the expenses of its operations, including
legal and auditing services, taxes and governmental fees, certain insurance
premiums, costs of shareholder notices and reports, typesetting and printing of
registration and financial statements for regulatory purposes and for
distribution to shareholders, bookkeeping and interest pricing expenses, fees
and disbursements of the Trust's custodian, administrator, transfer and dividend
disbursing agent or registrar, or interest and other like expenses properly
payable by the Trust.
3. Compensation of the Adviser.
(a) As full compensation for the services and facilities furnished by the
Adviser under this Agreement, the Trust agrees to pay to the Adviser a fee at
the annual rate of 0.25% of the Portfolio's average daily net asset value. Such
fees shall be accrued when computed and payable monthly. For purposes of
calculating such fees, the Portfolio's average daily net asset value shall be
determined by taking the average of all determinations of net asset value made
in the manner provided in the Portfolio's current prospectus and statement of
additional information.
(b) The compensation payable to the Adviser hereunder for any period less
than a full month during which this Agreement is in effect shall be prorated
according to the proportion which such period bears to a full month.
4. Limitation of Liability of the Adviser.
The Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Portfolio in connection with any investment
policy or the purchase, sale or retention of any securities on the
recommendation of the Adviser; provided, however, that nothing herein contained
shall be construed to protect the Adviser against any liability to the Portfolio
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties under this Agreement.
5. Term and Termination.
(a) This Agreement shall become effective on the date hereof. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect until October 31, 2002 and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance is approved annually: (i) by either the Trustees of the Trust or by
vote of a majority of the outstanding voting securities (as defined in the 0000
Xxx) of the Portfolio, and, in either event, (ii) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
(b) This Agreement may be terminated at any time without the payment of
any penalty by vote of the Trustees of the Trust or by vote of a majority of the
outstanding voting
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securities (as defined in the 0000 Xxx) of the Portfolio or
by the Adviser, on sixty days' written notice to the other party.
(c) This Agreement shall automatically and immediately terminate in the
event of its assignment as defined in the 1940 Act.
6. Limitation of Liability.
The term "Xxxxxxxx, Xxxx & Xxxx Master Portfolio" means and refers to the
Trustees from time to time serving under the Agreement and Declaration of Trust
of the Trust dated January 18, 1996, as the same may subsequently thereto have
been, or subsequently hereto be, amended. It is expressly agreed that the
obligations of the Trust hereunder shall not be binding upon any of the
Trustees, interestholders, nominees, officers, agents or employees of the Trust,
personally, but shall bind only the trust property of the Trust as provided in
the Agreement and Declaration of Trust of the Trust. The execution and delivery
of this Agreement have been authorized by the Trustees of the Trust and the
interestholders of the Portfolio and this Agreement has been signed by an
authorized officer of the Trust, acting as such, and neither such authorization
by such Trustees and interestholders nor such execution and delivery by such
officer shall be deemed to have been made by any of them, but shall bind only
the trust property of the Trust as provided in the Agreement and Declaration of
Trust.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
XXXXXXXX GLOBAL FIXED INCOME PORTFOLIO
Attest:
By:
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Its:
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XXXXXXXX XXXXXX ASSET MANAGEMENT
COMPANY LLC
Attest:
By:
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Its:
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