Exhibit 23(d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Investment Company name changed to BBH Trust - 11/9/01
Series name changed to BBH Tax-Free Short-Intermediate Fixed Income Fund -
11/9/01
THE 00 XXXX XXXXXX TRUST
INVESTMENT ADVISORY AGREEMENT
THE 00 XXXX XXXXXX TAX FREE SHORT/INTERMEDIATE
FIXED INCOME FUND
AGREEMENT, made this 9th day of June, 1992 as amended and restated
November 1, 1993 and June 19, 1997 between THE 00 XXXX XXXXXX TRUST, a
Massachusetts business trust (the "Trust"), on behalf of The 00 Xxxx Xxxxxx
Tax Free Short/Intermediate Fixed Income Fund (the "Fund"), and XXXXX
BROTHERS XXXXXXXX & CO., a New York limited partnership (the "Adviser"),
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the " 1940
Act"); and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to render such
services;
NOW, THEREFORE, this Agreement
WITNESSETH:
that in consideration of the premises and mutual promises hereinafter set
forth, the parties hereto agree as follows:
1. The Trust hereby appoints the Adviser to act as investment adviser
to the Fund for the period and on the terms set forth in this Agreement. The
Adviser accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. Subject to the general supervision of the Trustees of the Trust,
the Adviser shall manage the investment operations of the Fund and the
composition of the Fund's portfolio of securities and investments, including
cash, the purchase, retention and disposition thereof and agreements relating
thereto, in accordance with the Fund's investment objective and policies as
stated in the Prospectus (as defined in paragraph 3 of this Agreement) and
subject to the following understandings:
(a) the Adviser shall furnish a continuous investment program
for the Fund's portfolio and determine from time to time what
investments or securities will be purchased, retained, sold or lent by
the Fund, and what portion of the assets will be invested or held
uninvested as cash;
(b) the Adviser shall use the same skill and care in the
management of the Fund's portfolio as it uses in the administration of
other accounts for which it has investment responsibility as agent;
(c) the Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Trust's Declaration of Trust and By-Laws and the Prospectus of the Fund
and with the instructions and directions of the Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and regulations
including, without limitation, the regulations and rulings of the New
York State Banking Department;
(d) the Adviser shall determine the securities to be purchased,
sold or lent by the Fund and as agent for the Fund will effect
portfolio transactions pursuant to its determinations either directly
with the issuer or with any broker and/or dealer in such securities; in
placing orders with brokers and or dealers the Adviser intends to seek
best price and execution for purchases and sales.
On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other customers, the
Adviser, may, to the extent permitted by applicable laws and regulations, but
shall not be obligated to, aggregate the securities to be so sold or
purchased in order to obtain the best execution and lower brokerage
commissions, if any. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and to such other
customers.
(e) the Adviser shall maintain books and records with respect to
the Fund's securities transactions and shall render to the Trust's
Trustees such periodic and special reports as the Trustees may
reasonably request; and
(f) the investment management services of the Adviser to the
Fund under this Agreement are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others.
3. The Trust has delivered copies of each of the following documents
to the Adviser and will promptly notify and deliver to it all future
amendments and supplements, it any:
(a) Declaration of Trust of the Trust, filed with the Secretary
of the Commonwealth of Massachusetts on June 8, 1983, and amendments
thereto filed on October 27, 1983, August 22, 1984, July 20, 1989,
October 24, 1989, February 14, 1991, December 20, 1991 and June 26,
1992 (such Declaration of Trust and amendments, as presently in effect
and as further amended from time to time, are herein called the
"Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as presently in effect
and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Trustees of the Trust
authorizing the appointment of the Adviser and approving the form of
this Agreement;
(d) Registration Statement under the 1940 Act and the Securities
Act of 1933, as amended, on Form N-1A (No. 33-48606) (the "Registration
Statement") as filed with the Securities and Exchange Commission (the
"Commission") on June 15, 1992 relating to the Trust and the Fund
shares, and all amendments thereto;
(e) Notification of Registration of the Trust under the 1940 Act
on Form N-8A as filed with the Commission on June 24, 1983 and all
amendments thereto; and
(f) Prospectus of the Fund, dated November 1, 1993 1996 (such
prospectus, as presently in effect and as amended or supplemented with
respect to the Fund from time to time, is herein called the
"Prospectus").
4. The Adviser shall keep the Fund's books and records required to be
maintained by it pursuant to paragraph 2(e). The Adviser agrees that all
records which it maintains for the Fund are the property of the Fund and it
will promptly surrender any of such records to the Fund upon the Fund's
request. The Adviser further agrees to preserve for the periods prescribed
by Rule 31a-2 of the Commission under the 1940 Act any such records as are
required to be maintained by the Adviser with respect to the Fund by Rule
31a-1 of the Commission under the 1940 Act.
5. During the term of this Agreement the Adviser will pay all expenses
incurred by it in connection with its activities under this Agreement other
than the cost of securities and investments purchased for the Fund (including
taxes and brokerage commissions, if any).
6. For the services provided and the expenses borne pursuant to this
Agreement, the Adviser will receive from the Fund as full compensation
therefor a fee at an annual rate equal to 0.25% of the Fund's average daily
net assets. This fee will be computed based on net assets at 4:00 P.M. New
York time on each business day and will be paid to the Adviser monthly during
the succeeding calendar month. In the event the expenses of the Fund for any
fiscal year (including the fees payable to the Adviser and the Trust's
administrator (the "Administrator"), but excluding interest, taxes, brokerage
commissions and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund's
business) exceed the lowest applicable annual expense limitation established
pursuant to the statutes or regulations of any jurisdiction in which Shares
of the Fund are then qualified for offer and sale, the compensation due to
the Adviser hereunder will be reduced by 50% (or 100% if the Trust does not
have an Administrator) of the amount of such excess, or if such excess
expenses exceed the amount of the fees payable to the Adviser and the
Administrator, the Adviser shall reimburse the Fund for 50% (or 100% if the
Trust does not have an Administrator) of the amount by which such expenses
exceed such fees. Any reduction in the fee payable and any payment by the
Adviser to the Fund shall be made monthly and subject to readjustment during
the year.
7. 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 the
matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the period
and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or a loss
resulting from wilful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
8. This Agreement shall continue in effect for two years from the date
of its execution and thereafter, but only so long as its continuance is
specifically approved at least annually in conformity with the requirements
of the 1940 Act; provided, however, that this Agreement may be terminated
with respect to the Fund by the Trust at any time, without the payment of any
penalty, by vote of a majority of all the Trustees of the Trust or by "vote
of a majority of the outstanding voting securities" of the Fund on 60 days
written notice to the Adviser, or by the Adviser at any time, without the
payment of any penalty, on 90 days written notice to the Trust. This
Agreement will automatically and immediately terminate in the event of its
"assignment".
9. The Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein
or authorized by the Trustees of the Trust from time to time, have no
authority to act for or represent the Fund or the Trust in any way or
otherwise be deemed an agent of the Fund or the Trust.
10. This Agreement may be amended by mutual consent, but the consent
of the Trust must be approved (a) by vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or "interested persons" of
any such party, cast in person at a meeting called for the purpose of voting
on such amendment, and (b) by "vote of a majority of the outstanding voting
securities" of the Fund.
11. As used in this Agreement, the terms "assignment", "interested
persons" and "vote of a majority of the outstanding voting securities" shall
have the meanings assigned to them respectively in the 1940 Act.
12. Notices of any kind to be given to the Adviser by the Trust shall
be in writing and shall be duly given if mailed or delivered to the Adviser
at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Treasurer, or at such
other address or to such other individual as shall be specified by the
Adviser to the Trust. Notices of any kind to be given to the Trust by the
Adviser shall be in writing and shall be duly given if mailed or delivered to
the Trust at The 00 Xxxx Xxxxxx Trust, 0 Xx. Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Secretary, or at such other address or to
such other individual as shall be specified by the Trust to the Adviser.
13. The Trustees have authorized the execution of this Agreement in
their capacity as Trustees and not individually and the Adviser agrees that
neither the shareholders nor the Trustees nor any officer, employee,
representative or agent of the Trust shall be personally liable upon, nor
shall resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by the Trust, that
the shareholders, Trustees, officers, employees, representatives and agents
of the Trust shall not be personally liable hereunder, and the Adviser shall
look solely to the property of the Trust for the satisfaction of any claim
hereunder.
14. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original.
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers or Partners designated below on the day and
year first above written.
THE 00 XXXX XXXXXX TRUST
ATTEST: By: /s/ Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, Xx., Chairman
Xxxxxxxxx X. Xxxxxxx
Assistant Secretary
XXXXX BROTHERS XXXXXXXX & CO.
ATTEST: By: /s/ Xxxx X. Xxxxxxx
/s/ Xxxxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx, Partner
Xxxxxxxxx X. Xxxxxxx
Assistant Secretary
