EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this ____ day of _______, 2000, between ▇▇▇▇▇▇▇▇,
▇▇▇▇ & ▇▇▇▇ Master Portfolio, an unincorporated business trust organized under
the laws of the State of New York (the "Trust"), and ▇▇▇▇▇▇▇▇, Ayer & Wood,
Inc., a Massachusetts corporation (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 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 ▇▇▇▇▇▇▇▇ Small Capitalization Equity Portfolio II (the
"Portfolio"), a separate series 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 Portfolio 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 Portfolio in any way nor shall otherwise be deemed an agent of the
Portfolio.
2. Duties of the Adviser.
(a) The Adviser, at its expense, will furnish continuously an
investment program for the Portfolio, 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 Portfolio and what portion, if any, of
the assets of the Portfolio will be held uninvested, and shall, on behalf of the
Trust, make changes in the investments of the Portfolio. 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
Portfolio and matters incidental thereto. Notwithstanding the foregoing, the
Adviser shall not be required to perform any such non-investment advisory
services that may, in the opinion of counsel to the Trust, cause the Portfolio
to be engaged in a "trade or business within the United States", as such term is
used in Section 864 of the Internal Revenue Code of 1986, or any successor
statute. 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 Portfolio shall bear the expenses of its operations,
including legal and auditing services, taxes and governmental fees, certain
insurance premiums, costs of notices and reports to interestholders, typesetting
and printing of registration and financial statements for regulatory purposes
and for distribution to existing and prospective interestholders, bookkeeping
and interest pricing expenses, fees and disbursements of the Trust's custodian,
administrator, transfer and dividend disbursing agent or registrar, or interest
and other like expenses properly payable by the Trust.
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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 equal at the annual rate to 0.80% of the Portfolio's average daily net
assets. Such fees shall be accrued when computed and payable monthly. For
purposes of calculating such fees, the Portfolio'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 Portfolio's current registration
statement.
(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
Portfolio 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 Portfolio 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 for two years from the date hereof 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
▇▇▇▇ ▇▇▇) of the Portfolio, 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) of the Portfolio
or by the Adviser, on sixty days' written notice to the other parties.
(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 "▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇ Master
Portfolio" means and refers to the Trustees from time to time serving under the
Agreement and Declaration of Trust of the Trust dated January 18, 1996, 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, interestholders, 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 interestholders of the Portfolio and this Agreement
has been signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such Trustees and interestholders 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.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed as of the date first written above.
▇▇▇▇▇▇▇▇, AYER & WOOD MASTER PORTFOLIO
on behalf of ▇▇▇▇▇▇▇▇ Small Captialization
Equity Portfolio II
Attest:
By:
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Its:
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▇▇▇▇▇▇▇▇, AYER & WOOD, INC.
Attest:
By:
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Its:
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