Investment Advisory Agreement
This Agreement is made by and between Bankers Finance
Investment Management corp., a Virginia corporation having
its principal place of business in Arlington, (the Adviser),
and GIT Tax-Free Trust, a Massachusetts business trust
created pursuant to a Declaration of Trust filed with the
Clerk of the City of Boston, Massachusetts (the "Trust).
The parties hereto, intending so to be legally bound, agree
with each other as follows:
1. Appointment and Acceptance. The Trust hereby appoints
the Adviser to manage the investment of its assets and to
administer its affairs; and the Adviser hereby accepts such
appointment. The Adviser shall employ its best efforts to
supervise the investment management of the Trust.
2. Discretion of the Adviser. In the performance of its
duties hereunder the Adviser shall have full authority to
act as it deems advisable, except that it shall be bound by
the terms of the declaration of trust and by-law of the
Trust, and by any written direction given by the Trustees of
the Trust not inconsistent with this Agreement; and it
shall be guided by the investment policies of the
Trust from time to time duly in effect. subject only to the
foregoing, the Adviser shall have full authority to purchase
and sell securities for the Trust; the Adviser may determine
the persons with whom such securities transactions are to be
made and the terms thereof.
3. Other Activities of the Adviser. the Adviser and any of
its affiliates shall be free to engage in any other lawful
activity, including the rendering to others of services
similar to those rendered to the Trust hereunder; and the
Adviser or any interested person thereof shall be free to
invest in the Trust as a shareholder, to become an officer
or Trustee of the Trust if properly elected, or to enter
into any other relationship with the Trust approved by the
Trustees and in accordance with law.
The Adviser agrees that it will not deal with itself or with
any affiliated person or promoter or principal underwriter
of the Trust (or any affiliated person of the foregoing)
acting as a principal, in effecting securities transactions
for the account of the Trust. It is further agreed that in
effecting any such transaction with such a person acting as
a broker or agent, compensation to such person shall be
permitted, provided that the transaction is in the ordinary
course of such person's business and the amount of such
compensation does not exceed one percent of the purchase or
sale price of the securities involved.
If the Adviser or any affiliate thereof provides any other
goods or services which otherwise would be paid for by the
Trust pursuant to this Agreement, then the Trust shall pay
the Adviser or such affiliate the cost reasonably allocated
by the Adviser or affiliate to such goods or services.
4. Expenses of the Trust. The Trust shall pay all of its
expenses not expressly assumed by the Adviser herein.
without limitation, the expenses of the Trust, assumed by
the Trust hereby, shall include the following:
a. expenses related to the continued existence of the Trust.
b. fees and expenses of the Trustees (except those
affiliated with the Adviser), the officers and the
administrative employees of the Trust.
c. fees paid to the Adviser hereunder.
d. fees and expenses of preparing, printing and
distributing official filings, reports, prospectuses and
documents required pursuant to applicable state and federal
securities law and expenses of reports to shareholders.
e. fees and expenses of custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents,
registrars, and similar agents.
f. expenses related to the issuance, registration,
repurchase, exchange and redemption of shares and
certificates representing shares.
g. auditing, accounting, legal, insurance, portfolio
administration, association membership, printing, postage
and other administrative expenses.
h. expenses relating to qualification or licensing of the
Trust, shares in the Trust, or officers, employees and
agents of the Trust under applicable state and federal
securities law.
i. expenses related to shareholder meetings and proxy
solicitations and materials.
j. interest expense, taxes and franchise fees, and all
brokerage commissions and other costs related to purchase
and sales of portfolio securities.
k. expenses assumed by the Trust in accordance with a plan
of distribution adopted pursuant to rule 12b-1 under the
investment company act 1940, or in accordance with any
related agreements.
in addition, the Trust shall assume all losses and
liabilities incurred in the administration of the Trust and
of its investment portfolio; and it shall pay such non-
recurring expenses as may arise through litigation,
administrative proceedings, claims against the Trust, the
indemnification of Trustees, officers, employees,
shareholders and agents, or otherwise.
5. Compensation to the Adviser. For its services
hereunder, the Trust shall pay to the Adviser a management
fee equal to: one-half (1/2) percent per annum of the
average daily net assets of any portfolio of the Trust
having an investment policy limiting portfolio investments
to debt securities with maturities (however defined for
purposes of the investment policy) of 13 months or less;
plus, five-eights (5/8) percent per annum of the average
daily net assets of any other portfolio of the Trust. As
of the execution of this Agreement the management fee
payable hereunder with respect to the Tax-free Money Market
Fund Shares will be one-half percent per annum, and with
respect to the Tax-Free High Yield Fund Shares will be one
percent per annum, of the average daily net assets of the
corresponding portfolio. Such fee shall be payable monthly
as of the last day of the month and shall be the sum of the
daily fees calculated as one-three hundred sixty-fifth
(1/365), except in leap years one-three hundred sixty -sixth
(1/366), of the annual fee based upon each portfolio net
assets calculated for the day.
With respect to any portfolio of the Trust authorized by the
Trustee subsequent to their initial approval of this
Agreement, the management fee provided herein may be revised
upward or downward by mutual agreement between the parties
at the time the additional portfolio is authorized, provided
such revision is approved by the Trustees, including the
vote of a majority of those Trustees who are not interested
persons of the Trust, cast in person at a meeting called for
that purpose. The Adviser shall have the right to waive any
portion of its management fee during any period, and it may
permanently reduce the amount of the fee under such
terms as it may determine by written notice thereof to the
Trust. The Adviser shall have the right to share its
management fee with others or make payments out of its
management fee to others, as it solely determines.
6. Limitation of Expenses of the Trust. In addition to
investment management expenses related to the Trust, the
Adviser shall pay the fees and expenses of any Trustees and
officers of the Trust affiliated with the Adviser, all
promotional expenses of the Trust to the extent not paid for
by the Trust pursuant to a plan of distribution, the rent
expense of the Trust's principal executive office premises,
and the expenses of formation of the Trust.
The Adviser shall further reimburse the Trust for all of its
expenses, excluding securities transaction commissions and
expenses, taxes, interest, share distribution expenses, and
extra-ordinary and non-recurring expenses, which exceed
during any fiscal year the applicable expense limitation in
any state or other jurisdiction in which the Trust, during
the fiscal year, becomes subject to regulation by
qualification or sale of its shares. Any such required
reimbursement shall be made within a reasonable period
following the close of the fiscal year to which it relates;
and the Adviser may elect to pay all or a portion of any
such reimbursement it anticipates will be required at any
time or from time to time during the fiscal year to which
the reimbursement relates.
7. Limitation of Adviser's Liability. The Adviser shall
not be liable for any loss incurred in connection with its
duties hereunder, nor for any action taken, suffered or
omitted and believed by it to be advisable or within
the scope of its authority or discretion, except for acts or
omissions involving willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties assumed by it
under this Agreement.
8. Limitation of Trust's Liability. The Adviser
acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its
declaration of Trust. The Adviser agrees that the Trust's
obligations hereunder in any case shall be limited to the
Trust and to its assets and that the Adviser shall not seek
satisfaction of any such obligation from the shareholders of
the Trust nor from any Trustee, officer, employee or agent
of the Trust.
9. Term of Agreement. This Agreement shall continue in
effect for two year from the date of its execution; and it
shall continue in force thereafter (but subject to the
termination provisions below), provided that it is
specifically approved at least annually by the Trustees of
the Trust or by a majority vote of the outstanding
securities of each series and class of the Trust's shares
with respect to which it is to continue in effect, and in
either case by the vote of a majority of the Trustees who
are not interested persons of the Trust, cast in person at
meeting called for that purpose.
10. Termination by Notice. Notwithstanding any provision
of this Agreement, it may be terminated at any time, without
penalty, by the Trustees of the Trust or, with respect to
any series or class of the Trust's shares, by the vote of a
majority of the outstanding voting securities of each
series or class, or by the Adviser, upon sixty days written
notice to the other party.
11. Termination upon Assignment. This Agreement may not be
assigned by the Adviser and shall automatically terminate
immediately upon any assignment. Nothing herein shall
prevent the Adviser from employing any other persons or
agents, as its own expense, to assist it in the performance
of its duties hereunder.
12. Name of the Trust. In consideration of its formation
of the Trust and the related expenses, the Adviser has
retained the rights to the name "GIT Tax-Free Trust" (and any
similar name), which rights the Trust hereby acknowledges.
the Trust, however, shall have the exclusive right to the
use of the name "GIT Tax-Free Trust" (although its rights to
the "GIT" portion of such name shall be non-exclusive) so
long as this contract shall remain in force, except that the
Adviser may withdraw such rights from the Trust at any time,
effective immediately or at a time specified, upon written
notice to the Trust. In the event of such notice, the Trust
agrees that it will cause the question of continuation of
this Agreement to be put to a vote of the shareholders of
the Trust as soon as practicable after such notice has been
given.
13. Use of Terms. Tthe terms "affiliated person",
"interested person", "assignment", "broker", and "majority
of the outstanding voting securities" as used herein, shall
have the same meanings as in the investment company act of
1940.
In Witness Whereof, the parties have caused this
Agreement to be signed in their behalf by their respective
officers duly authorized and their respective seals to be
affixed hereto, this 14th day of September, 1982.
(seal)
Bankers Finance Investment Management Corp.
(signature)
by A. Xxxxx Xxxxxxxxx, President
(signature)
Attest: Xxxxxx X. Xxxx, Secretary
GIT Tax-Free Trust
(Seal)
(signature)
by A. Xxxxx Xxxxxxxxx, Trustee
(signature)
by Xxxxxxx X. Goth, Trustee
(signature)
by Xxxxxx X. Xxxxxx, Trustee
(signature)
by Xxxxxx X. Xxxxxx, Trustee
(signature)
by Xxxxxx X. Xxxxxx, Trustee
(signature)
Attest: Xxxxxx X. Xxxxxx, Secretary
