THE XXXXXX MANAGED INCOME TRUST
(on behalf of Xxxxxx U.S. Treasury Money Market Fund)
INVESTMENT ADVISORY CONTRACT
CONTRACT made this 1st day of April, 1991, between THE XXXXXX MANAGED
INCOME TRUST, a Massachusetts business trust (the "Trust") on behalf of Xxxxxx
U.S. Treasury Money Market Fund (the "Fund"), and The Winthrop Corporation, a
Connecticut corporation doing business as XXXXXX INVESTORS' SERVICE (the
"Adviser"):
1. Duties of the Adviser. The Trust hereby employs the Adviser to act
as investment adviser for and to manage the investment and reinvestment of the
assets of the Fund and to administer its 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
the Fund the advice and assistance of the Adviser's organization in the choice
of investments and in the purchase and sale of securities for the Fund and to
furnish for the use of the Fund office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Fund
and for administering the Fund'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 the Trust or the Fund in
any way or otherwise be deemed an agent of the Trust or the Fund.
The Adviser shall provide the Fund with such investment management and
supervision as the Fund may from time to time consider necessary for the proper
supervision of the Fund. As investment adviser to the Fund, 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 the
Fund's assets shall be held uninvested, subject always to the applicable
restrictions of the Declaration of Trust, By-Laws and registration statement of
the Trust under 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 Trust, to buy, sell, lend and otherwise trade in any
stocks, bonds, options and other securities and investment instruments on behalf
of the Fund, to purchase, write or sell options on securities, futures contracts
indices on behalf of the Fund, to enter into commodities contracts on behalf of
the Fund, 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 Fund. Should the Trustees of the Trust at
any time, however, make any specific determination as to investment policy for
the Fund 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 Fund, all actions which it deems necessary or desirable
to implement the investment policies of the Fund.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of the 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 the Fund. 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 Fund 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 and the Adviser is expressly authorized to cause the Fund to pay
any broker or dealer who provides such brokerage and research service and
products a commission for executing a security transaction which is in excess of
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 Fund, the Trust or 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, the Trust shall pay to the
Adviser on behalf of the Fund on the last day of each month a fee based on the
following annual percentage of the average daily net assets of the Fund
throughout the month, computed in accordance with the Trust's Declaration of
Trust and any applicable votes of the Trustees of the Trust: 0.35% of such
average daily net assets under $100 million; 0.32% of such average daily net
assets from $100 million to $500 million; and 0.30% of such average daily net
assets exceeding $500 million.
In case of initiation or termination of the Contract during any month
with respect to any Fund, the 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, reduce all or a part of the above
compensation.
3. Allocation of Charges and Expenses. It is understood that the Fund
will pay all its expenses other than those expressly stated to be payable by the
Adviser hereunder, which expenses payable by the Fund shall include, without
implied limitation its proportionate share of (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, sale, repurchase and redemption of shares, (viii) expenses of
registering and qualifying the Trust and the Fund's shares under federal and
state securities laws and of preparing and printing prospectuses for such
purposes and for distributing the same 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, dividend disbursing agents, shareholder servicing 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) all payments to be made and expenses to be assumed by the
Trust or the Fund pursuant to any one or more distribution plans adopted by the
Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the
administration fee payable to the Fund's administrator, and (xx) 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 the Trust are or may be or become interested in the Adviser as
directors, officers, employees, stockholders or otherwise and that directors,
officers employees and stockholders of the Adviser are or may be or become
similarly interested in the Trust or the Fund, and that the Adviser may be or
become interested in the Trust or the Fund as a shareholder or otherwise. It is
also understood that directors, officers, employees and stockholders of the
Adviser 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 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 its subsidiaries or 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 the Fund 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 the 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 the Fund's portfolio security transactions, and upon such terms and
conditions as may be agreed upon between the Adviser and such sub-investment
adviser and approved by the Trustees of the Trust.
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 to and including February
28, 1993 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after February 28, 1993 is specifically
approved at least annually (i) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the 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 cast in person at a meeting called for the purpose of
voting on such approval.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract without the payment of any penalty,
by action of its Board of Directors or Trustees, as the case may be, and the
Trust may, at any time upon such written notice to the Adviser, terminate this
Contract by vote of a majority of the outstanding voting securities of the Fund.
This Contract shall terminate automatically in the event of its assignment.
8. Amendments of the Contract. This Contract may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Contract shall be effective until approved (i) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the Adviser or the
Trust cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the outstanding voting securities of
the Fund.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of the Trust (Article XIV, Section 2)
limiting the personal liability of shareholders of the Trust, and the Adviser
hereby agrees that it shall have recourse only to the Fund for payment of claims
or obligations as between the Fund and Adviser arising out of this Contract and
shall not seek satisfaction from the shareholders or any shareholder of the
Trust or from any other series of the Trust.
10. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in 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 or order. 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 centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.
11. Use of the Name "Xxxxxx". The Adviser hereby consents to the use by
the Trust of the name "Xxxxxx" as part of the names of the Trust and the 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 and
the Fund. 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 the Trust and the
Fund to cease using the name "Xxxxxx" as part of the Trust's name and the name
of the Fund if the Trust ceases, for any reasons, to employ the Adviser or one
of its affiliates as the Trust's investment adviser. Future names adopted by the
Trust for itself and the Fund, 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 INCOME TRUST THE WINTHROP CORPORATION
(on behalf of Xxxxxx U.S. D/B/A/ XXXXXX INVESTORS' SERVICE
Treasury Money Market Fund)
By/s/ Xxxxx X. Xxxxxxx By/s/ Xxxx Xxxxxxxx Xxxxxx
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President President
