INVESTMENT ADVISORY AGREEMENT FOR THE OAKMARK GLOBAL SELECT FUND September 1, 2006
FOR
THE
OAKMARK GLOBAL SELECT FUND
September
1, 2006
▇▇▇▇▇▇
ASSOCIATES INVESTMENT TRUST, a Massachusetts business trust registered under
the
Investment Company Act of 1940 (the “1940 Act”) as an open-end diversified
management investment company (the “Trust”), and ▇▇▇▇▇▇ ASSOCIATES L.P., a
Delaware limited partnership registered under the Investment Advisers Act
of
1940 as an investment adviser (the “Adviser”), agree as follows:
1. Appointment
of Adviser. The Trust appoints the Adviser to act as manager and investment
adviser to The Oakmark Global Select Fund (the “Fund”), a series of the Trust,
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.
2. Services
of Adviser.
(a) The
Adviser shall manage the investment and reinvestment of the assets of the
Fund,
subject to the supervision of the board of trustees of the Trust, for the
period
and on the terms set forth in this agreement. The Adviser shall give due
consideration to the investment policies and restrictions and the other
statements concerning the Fund in the Trust’s Agreement and Declaration of
Trust, bylaws and registration statements under the 1940 Act and the Securities
Act of 1933 (the “1933 Act”), and to the provisions of the Internal Revenue Code
applicable to the Trust as a regulated investment company. The Adviser shall
be
deemed for all purposes to be an independent contractor and not an agent
of the
Trust or the Fund, and unless otherwise expressly provided or authorized,
shall
have no authority to act or represent the Trust or the Fund in any way.
(b) The
Adviser shall place all orders for the purchase and sale of portfolio securities
for the account of the Fund with brokers or dealers selected by the Adviser,
although the Fund will pay the actual brokerage commissions on portfolio
transactions in accordance with Paragraph 4. In executing portfolio transactions
and selecting brokers or dealers, the Adviser will use its best efforts to
seek
on behalf of the Fund the best overall terms available for any transaction.
The
Adviser shall consider all factors it deems relevant, including the breadth
of
the market in the security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the reasonableness
of the
commission, if any (for the specific transaction and on a continuing basis).
(c) To
the
extent contemplated by the Trust’s registration statement under the 1933 Act, in
evaluating the best overall terms available, and in selecting the broker
or
dealer to execute a particular transaction, the Adviser may also consider
the
brokerage and research services (as those terms are defined in Section 28(e)
of
the Securities Exchange Act of 1934) provided to the Fund and/or other accounts
over which the Adviser or an affiliate of the Adviser exercises investment
discretion. Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to seeking the most
favorable combination of net price and execution available, the Adviser may
consider sales of shares of the Fund as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund. The Adviser
is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund
which
is in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Adviser determines
in good faith that such commission was reasonable in relation to the value
of
the brokerage and research services provided by such broker or dealer, viewed
in
terms of that particular transaction or in terms of all of the accounts over
which investment discretion is so exercised.
3. Services
other than as Adviser. The Adviser (or an affiliate of the Adviser) may act
as
broker for the Trust in connection with the purchase or sale of securities
by or
to the Trust if and to the extent permitted by procedures adopted from time
to
time by the board of trustees of the Trust. Such brokerage services are not
within the scope of the duties of the Adviser under this agreement, and,
within
the limits permitted by law and the trustees, the Adviser (or an affiliate
of
the Adviser) may receive brokerage commissions, fees or other remuneration
from
the Trust for such services in addition to its fee for services as Adviser.
Within the limits permitted by law, the Adviser may receive compensation
from
the Trust for other services performed by or for the Trust which are not
within
the scope of the duties of the Adviser under this agreement.
4. Expenses
to be paid by Adviser. The Adviser shall furnish to the Trust, at its own
expense, such office space and all office facilities, equipment and personnel
necessary to render the services set forth in paragraph 2 above. The Adviser
shall also assume and pay all expenses incurred by it related to the placement
of securities orders, and all expenses of marketing shares of the Trust.
5. Expenses
to be paid by the Trust. The Trust shall pay all expenses not expressly assumed
by the Adviser, including but not limited to: all charges of depositories,
custodians and other agencies for the safekeeping and servicing of its cash,
securities and other property and of its transfer agents, fund accounting
agents, registrars and its dividend disbursing and redemption agents, if
any;
all charges of legal counsel and of independent auditors; all compensation
of
trustees other than those affiliated with the Adviser and all expenses incurred
in connection with their services to the Trust; all costs of borrowing money;
all expenses of publication of notices and reports to its shareholders and
to
governmental bodies or regulatory agencies; all expenses of proxy solicitations
of the Trust or its board of trustees with respect to the Fund; all expenses
of
shareholder meetings; all expenses of typesetting of the Fund’s prospectus and
of printing and mailing copies of the prospectus furnished to each then-existing
shareholder or beneficial owner; all taxes and fees payable to federal, state
or
other governmental agencies, domestic or foreign; all stamp or other transfer
taxes; all expenses of printing and mailing certificates for shares of the
Trust; all expenses of bond and insurance coverage required by law or deemed
advisable by the Trust’s board of trustees; all expenses of maintaining the
registration of shares of the Trust under the 1933 Act and of qualifying
and
maintaining qualification of shares of the Trust under the securities laws
of
such United States jurisdictions as the Trust may from time to time reasonably
designate and all expenses of maintaining the registration of the Trust under
the 1940 Act; and all fees, dues and other expenses related to membership
of the
Trust in any trade association or other investment company organization.
In
addition to the payment of expenses, the Trust shall also pay all brokers’
commissions and other charges relating to the purchase and sale of portfolio
securities.
6. Compensation
of Adviser. For the services to be rendered and the charges and expenses
to be
assumed and to be paid by the Adviser hereunder, the Trust shall pay out
of Fund
assets to the Adviser a monthly fee, based on the Fund’s net assets as of the
last business day of the preceding month, at the annual rate of 1.00% up
to $2
billion, 0.95% from $2 to 3 billion, 0.875% from $3 to 7 billion and 0.85%
on
net assets in excess of $7 billion. The fee for a month shall be paid as
soon as
practicable after the last day of that month. The fee payable hereunder shall
be
reduced proportionately during any month in which this agreement is not in
effect for the entire month.
7. Limitation
of expenses of the Fund. The total expenses of the Fund, exclusive of taxes,
interest and extraordinary litigation expenses, but including fees paid to
the
Adviser, shall not in any fiscal year of the Trust exceed the most restrictive
limits prescribed by any state in which Fund shares are then being offered
for
sale, and the Adviser agrees to reimburse the Fund for any sums expended
for
such expenses in excess of that amount. ▇▇▇▇▇▇▇’ commissions and other charges
relating to the purchase and sale of portfolio securities shall not be regarded
as expenses.
8. Services
of Adviser not exclusive. The services of the Adviser to the Trust hereunder
are
not exclusive, and the Adviser shall be free to render similar services to
others so long as its services under this agreement are not impaired by such
other activities.
9. Liability
of Adviser. The Adviser shall not be liable to the Trust or its shareholders
for
any loss suffered by the Trust or its shareholders from or as a consequence
of
any act or omission of the Adviser, or of any of the partners, employees
or
agents of the Adviser, in connection with or pursuant to this agreement,
except
by reason of willful misfeasance, bad faith or gross negligence on the part
of
the Adviser in the performance of its duties or by reason of reckless disregard
by the Adviser of its obligations and duties under this agreement.
10. Liability
of Trust. 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 assets and property of the Trust
as
provided in the Agreement and Declaration of Trust of the Trust.
11. Use
of
Adviser’s name. The Trust may use the name “▇▇▇▇▇▇ Associates Investment Trust,”
or any other name derived from the name “▇▇▇▇▇▇ Associates,” and the name
“Oakmark” only for so long as this agreement or any extension, renewal or
amendment hereof remains in effect, including any similar agreement with
any
organization which shall have succeeded to the business of the Adviser as
investment adviser. At such time as this agreement or any extension, renewal
or
amendment hereof, or such other similar agreement shall no longer be in effect,
the Trust will (by amendment of its Agreement and Declaration of Trust, if
necessary) cease to use any name derived from the name “▇▇▇▇▇▇ Associates,” any
name similar thereto or any other name indicating that it is advised by or
otherwise connected with the Adviser, or with any organization which shall
have
succeeded to the Adviser’s business as investment adviser, and shall cease to
use the name “Oakmark” or any name derived from the name “Oakmark.” The consent
of the Adviser to the use of such names by the Trust shall not prevent the
Adviser’s permitting any other enterprise, including another investment company,
to use such name or names.
12. Duration
and renewal.
(a) Unless
terminated as provided in section 13, this agreement shall continue in effect
until October 31, 2007, and thereafter from year to year only so long as
such
continuance is specifically approved at least annually (a) by a majority
of
those trustees who are not interested persons of the Trust or of the Adviser,
voting in person at a meeting called for the purpose of voting on such approval,
and (b) by either the board of trustees of the Trust or a vote of
the
holders of a majority of the outstanding shares of the Fund (which term as
used
throughout this agreement shall be construed in accordance with the definition
of “vote of a majority of the outstanding voting securities of a company” in
section 2(a)(42) of the 1940 Act).
(b) Any
approval of this agreement by the holders of a majority of the outstanding
shares of the Fund shall be effective to continue this agreement notwithstanding
that it has not been approved by the vote of a majority of the outstanding
shares of the Trust, unless such approval shall be required by any other
applicable law or otherwise.
13. Termination.
This agreement may be terminated at any time, without payment of any penalty,
by
the board of trustees of the Trust, or by a vote of the holders of a majority
of
the outstanding shares of the Fund, upon 60 days’ written notice to the Adviser.
This agreement may be terminated by the Adviser at any time upon 60 days’
written notice to the Trust. This agreement shall terminate automatically
in the
event of its assignment (as defined in section 2(a)(4) of the 1940 Act).
14. Amendment.
This agreement may not be amended without the affirmative vote (a) of
a
majority of those trustees who are not “interested persons” (as defined in
Section 2(a)(19) of the 1940 Act) of the Trust and (b) of the holders
of a
majority of the outstanding shares of the Fund.
15. Privacy
of Nonpublic Personal Information. The Adviser shall not disclose or use
“nonpublic personal information” (as defined in Rule 3(t) of Regulation S-P,
adopted by the Securities and Exchange Commission), except as necessary to
carry
out the purposes for which the Trust disclosed such information to the Adviser,
including information that is used in accordance with Rules 14 and 15 of
Regulation S-P in the ordinary course of business to carry out those
purposes.
Dated: September
1, 2006
▇▇▇▇▇▇
ASSOCIATES INVESTMENT TRUST
By:
▇▇▇▇▇▇
ASSOCIATES L.P.
by
▇▇▇▇▇▇
Associates, Inc.
its
General Partner
By: