SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 31st day of August, 1992 by and among Xxxxxxx
XXXXX (SUISSE INVESTMENT MANAGEMENT S.A., a corporation organized under the laws
of Switzerland (hereinafter referred to as "MLSIM"), FUND ASSET MANAGEMENT,
INC., a corporation organized under the laws of the State of Delaware
(hereinafter referred to as "FAMI"), and XXXXXXX XXXXX CONSULTS INTERNATIONAL
PORTFOLIO, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (the 'Fund').
WITNESSETH:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company registered under the Investment Company Act of
1940, as amended (hereinafter referred to as the 'Investment Company Act'); and
WHEREAS, MLSIM and FAMI are engaged principally in rendering investment
advisory services and are registered as investment advisers under the Investment
Advisers Act of 1940; and
WHEREAS, MLSIM has entered into an investment advisory agreement with the
Fund (the 'Advisory Agreement"), dated August 31, 1992, pursuant to which MLSIM
will provide investment advisory and management services to the Fund; and
WHEREAS, FAMI is willing to provide sub-advisory services to MLSIM with
respect to the cash position of the Fund on the terms and conditions hereinafter
set forth;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, FAMI and MLSIM hereby agree as follows:
ARTICLE I
Duties of FAMI
MLSIM hereby employs FAMI to act as sub-adviser to MLSIM and to furnish, or
arrange for affiliates to furnish, certain investment advisory services with
respect to the cash position of the Fund, as described below, subject to the
supervision of MLSIM and the Trustees of the Fund, for the period and on the
terms and conditions set forth in this Agreement. FAMI hereby accepts such
employment and agrees during such period to render, or arrange for the rendering
of, such services and to assume the obligations herein set forth for the
compensation from MLSIM provided for herein. FAMI and its affiliates shall for
all purposes herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
FAMI shall provide MLSIM with such investment research, advice and
supervision as the latter may from time to time consider necessary for the
proper management of the portion of the cash position of the Fund for which
MLSIM determines FAMI shall serve as sub-adviser. All advice and recommendations
provided by FAMI shall be subject to the restrictions of the Declaration of
Trust and By-Laws of the Fund, as amended from time to time, the provisions of
the Investment Company Act and the statements relating to the Fund's investment
objectives, investment policies and investment restrictions as the same are set
forth in the currently effective prospectus and statement of additional
information relating to the shares of the Fund under the Securities Act of 1933,
as amended (the 'Prospectus' and 'Statement of Additional Information',
respectively).
ARTICLE II
Allocation of Charges and Expenses
FAMI assumes and shall pay for maintaing the staff and personnel necessary
to perform its obligations under this Agreement, and shall at its own expense,
provide the office space, equipment and facilities which it is obligated to
provide under Article I hereof, and shall pay all compensation of officers of
the Fund and all Trustees of the Fund who are affiliated persons of FAMI.
ARTICLE III
Compensation of FAMI
For the services rendered, the facilities furnished and expenses assumed by
FAMI, MLSIM, and not the Fund, shall pay to FAMI such compensation as MLSIM and
FAMI shall agree upon from time to time.
ARTICLE IV
Limitation of Liability of FAMI
FAMI shall not be liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act of omission in the
performance of sub-advisory services rendered with respect to the Fund, except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. As used in this Article IV, FAMI shall include any affiliates of FAMI
performing services for MLSIM contemplated hereby and directors, officers and
employees of FAMI and such affiliates.
ARTICLE V
Activities of FAMI
The services of FAMI to the Fund are not to be deemed to be exclusive, and
FAMI and any person controlled by or under common control with FAMI (for
purposes of this Article V referred to as "affiliates") is free to render
services to others. It is understood that Trustees, officers, employees and
shareholders of the Fund are or may become interested in FAMI and its
affiliates, as directors, officers, employees and shareholders of FAMI and its
affiliates are or may become similarly interested in the Fund, and that FAMI and
directors, officers employees, partners and shareholders of its affiliates may
become interested in the Fund as shareholders or otherwise.
ARTICLE VI
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first above written
and shall remain in force until August 31, 1994 and thereafter, but only so long
as such continuances is specifically approved at least annually by (i) the
Trustees of the Fund, or by the vote of a majority of the outstanding voting
securities of the Fund, and (ii) a majority of those Trustees who are not
parties to this Agreement or interested persons of any such party cast in person
at meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by MLSIM or by vote of a majority of the outstanding voting securities
of the Fund, or by FAMI, on sixty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment or in the
event of the termination of the Advisory Agreement.
ARTICLE VII
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Trustees of the Fund, or by the vote of a
majority of outstanding voting securities of the Fund, and (ii) a majority of
those Trustees 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 approval.
ARTICLE VIII
Definitions of Certain Terms
The terms "vote of a majority of the outstanding voting securities,
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the rules and regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE IX
Governing Law
This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company act, the later shall control.
ARTICLE X
Personal Liability
The Declaration of Trust establishing the Fund dated June 26, 1992, a copy
of which, together with all amendments thereto (the "Declaration"), is on file
in the office of the Secretary of the Commonwealth of Massachusetts, provides
that the name "Xxxxxxx Xxxxx Consults International Portfolio" refers to the
Trustees under the Declaration collectively as trustees, but not as individuals
or personally, and no Trustee, shareholder, officer, employee or agent of the
Fund shall be held to any personal liability, nor shall resort be had to their
private property for satisfaction of any obligation or claim or otherwise in
connection with the affairs of the Fund, but the "Trust Property" only shall be
liable.
IN WITNESSS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX XXXXX (SUISSE) INVESTMENT
MANAGEMENT S.A.
By: /s/
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FUND ASSET MANAGEMENT, INC.
By: /s/
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XXXXXXX XXXXX CONSULTS INTERNATIONAL
PORTFOLIO
By: /s/
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