Exhibit 23(d)(27)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 21st day of December, 2005, between Mellon
Institutional Funds Investment Trust, an unincorporated business trust organized
under the laws of The Commonwealth of Massachusetts (the "Trust"), and Xxxxxx
Capital Management Limited, a company incorporated under the laws of England and
Wales (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 Adviser is regulated in the United Kingdom by the
Financial Services Authority and shall classify the Trust as an Intermediate
Customer for all purposes of the Handbook of Rules and Guidance made by the UK
Financial Services Authority; and
WHEREAS, the assets held by the Trustees of the Trust may be divided
into separate Funds, 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 Xxxxxx International Equity Fund (the "Fund"), a separate
fund 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 Fund 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 Fund in any way nor shall
otherwise be deemed an agent of the Fund.
2. Duties of the Adviser.
(a) The Adviser, at its expense, will furnish continuously an
investment program for the Fund, 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 Fund and what portion, if any, of the
assets of the Fund will be held uninvested, and shall, on behalf of the Trust,
make changes in the investments of the Fund. 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 Fund and
matters incidental thereto. 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 Adviser shall provide, without cost to the Trust, all
necessary office space and the services of executive personnel for administering
the affairs of the Fund.
(c) The Fund shall bear the expenses of its operations, including
legal and auditing services, costs of fund compliance services (including all or
a portion, as approved by the Trustees, of the cost of the Trust's compliance
personnel), taxes and governmental fees, certain insurance premiums, costs of
shareholder notices and reports, typesetting and printing of prospectuses and
statements of additional information for regulatory purposes and for
distribution to shareholders, bookkeeping and share pricing expenses, fees and
disbursements of the Trust's custodian, 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 0.80% of the Fund's average daily net asset value. Such
fees shall be accrued when computed and payable monthly. For purposes of
calculating such fees, the Fund'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 Fund'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 Fund 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 Fund 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 December 21, 2007 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 Fund, 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 securities (as defined in the 0000 Xxx) of the Fund 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 "Mellon Institutional Funds Investment Trust" means and refers
to the Trustees from time to time serving under the Agreement and Declaration of
Trust of the Trust dated August 13, 1986, 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, shareholders, 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
shareholders of the Fund and this Agreement has been signed by an authorized
officer of the Trust, acting as such, and neither such authorization by such
Trustees and shareholders 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.
7. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
MELLON INSTITUTIONAL FUNDS XXXXXX CAPITAL MANAGEMENT
INVESTMENT TRUST, ON BEHALF OF LIMITED
THE XXXXXX INTERNATIONAL EQUITY
FUND
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXX X. XXXXX
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Xxxxxxx X. XxXxxx Xxxx X. Xxxxx
Its: Secretary and Vice President Its: Director